OneWater Marine Inc. 10-K

Item 8. Financial Statements and Supplementary Data. INDEX TO FINANCIAL STATEMENTS OneWater Marine Inc. Page Report of Independent Registered Public Accounting Firm (PCAOB ID Number 248) 69 Consolidated Balance Sheets as of September 30, 2023 and 2022 72 Consolidated Statements of Operations for the Years Ended September 30, 2023, 2022, and 2021 73 Consolidated Statements of Comprehensive Income (Loss) for the Years Ended September 30, 2023, 2022, and 2021 74 Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2023, 2022, and 2021 75 Consolidated Statements of Cash Flows for the Years Ended September 30, 2023, 2022 and 2021 76 Notes to the Consolidated Financial Statements 77 68 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Board of Directors and Stockholders OneWater Marine Inc. Opinion on the financial statements We have audited the accompanying consolidated balance sheets of OneWater Marine Inc. (a Delaware corporation) and subsidiaries (the “Company”) as of September 30, 2023 and 2022, the related consolidated statements of operations, comprehensive income (loss), changes in stockholders’ equity, and cash flows for each of the three years in the period ended September 30, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended September 30, 2023, in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (“PCAOB”), the Company’s internal control over financial reporting as of September 30, 2023, based on criteria established in the 2013 Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), and our report dated December 14, 2023 expressed an unqualified opinion. Basis for opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical audit matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Impairment of Distribution Goodwill and Distribution Tradenames As described in notes 2 and 8 to the consolidated financial statements, goodwill and indefinite-lived intangible assets are assessed for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. Goodwill is tested for impairment at the reporting unit level. The Company first assesses qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform quantitative goodwill and indefinite-lived impairment tests. The Company may bypass the qualitative assessment in any period and proceed directly with a quantitative analysis. For the annual impairment testing date of August 31, 2023, management performed a qualitative assessment and then decided to prepare quantitative impairment analyses for reporting units and trade names. The Company engaged a third-party valuation specialist for the estimation of the fair values of the reporting units and the Distribution trade names. Management estimates the fair value of reporting units using a combination of income and market approaches and Distribution trade names using the relief from royalty approach. As a result of the Company’s annual impairment testing, the Company recorded a goodwill impairment charge of $57.7 million associated with its Distribution reporting segment and trade name impairment charges of $36.5 million related to the Distribution reporting segment. We identified the estimation of the fair values of Distribution reportable unit and Distribution trade names as a critical audit matter. The principal considerations for our determination that the estimation of the fair values of the Distribution reporting unit and Distribution trade names is a critical audit matter is that there was high estimation uncertainty due to significant judgements with respect to assumptions used to project future cash flows, including revenue growth rates (reporting unit and trade names), EBITDA (reporting unit), as well as the discount rates (reporting unit), royalty rates (trade names), and the valuation methodologies used by the third-party valuation specialist. 69 Table of Contents Our audit procedures related to the estimation of the fair value of the reporting unit and trade names included the following, among others. • We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls relating to the Company’s review of the assumptions used to project future cash flows, the selection of appropriate discount rates and royalty rates, the valuation methodologies applied by the third-party valuation specialist and the review of the Company’s reporting units. • We utilized an internal valuation specialist to evaluate: ◦ the methodologies used and whether they were acceptable for the underlying assets or operations and applied correctly by performing independent calculations, ◦ the reasonableness of the risk-adjusted discount rates by recalculating the weighted average cost of capital, ◦ the reasonableness of selected royalty rates considering external information used in developing management’s estimate, ◦ the guideline public companies and transactions utilized by the Company by examining financial metrics of the comparable public companies and transactions within the industry and considering market participant guidance and perspective, and ◦ the qualifications of the third-party valuation firm engaged by the Company based on their credentials and experience. • We evaluated management’s determination of reporting units. • We tested the reconciliation of the aggregate estimated fair value of the reporting units to the market capitalization of the Company. • We tested the completeness and accuracy of underlying data used in the estimate by agreeing to underlying accounting records. • We evaluated the reasonableness of the forecasted cash flows, including revenue growth rates, EBITDA, and EBITDA margins, by assessing the historical accuracy of management’s estimates and the reasonableness of assumptions used by management by comparing to publicly available industry information and comparable companies, including analyzing the sensitivity of changes in significant assumptions and the resulting impact to the estimated fair values. Impairment of Distribution Segment long-lived intangible assets As described in notes 2 and 8 to the consolidated financial statements, long-lived assets are evaluated for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. As of August 31, 2023, the Company recorded impairment charges of $38.3 million and $8.3 million associated with customer relationships and developed technologies, respectively, in its Distribution reportable segment. We identified the estimation of fair value of these long-lived intangible assets as a critical audit matter. The principal considerations for our determination that the estimation of fair values of the Distribution reportable segment long-lived intangible assets is a critical audit matter is due to the high degree of subjectivity used to project future revenue growth rates, gross margin needed to estimate the recoverability of the underlying asset groups, and to assess the fair value of the intangible assets that indicated they were not recoverable using a relevant income approach. The significant assumptions include the revenue growth rates, EBITDA, royalty rate, customer attrition rates, and the discount rate used. Our audit procedures related to the fair value of Distribution segment long-lived intangible assets included the following, among others. • We obtained an understanding, evaluated the design and tested the operating effectiveness of the Company’s relevant controls to fair value long-lived intangible assets, including the Company’s controls over the selection and review of the appropriateness of revenue growth rates, EBITDA, royalty rates, customer attrition rates, and the discount rate used in determining fair value. • We utilized an internal valuation specialist to evaluate: ◦ the methodologies used and whether they were acceptable for the underlying assets or operations and applied correctly by performing independent calculations, ◦ the reasonableness of the risk-adjusted discount rates by recalculating the weighted average cost of capital, ◦ the reasonableness of selected royalty rates and customer attrition rates considering the external information used in developing management’s estimate, 70 Table of Contents ◦ the guideline public companies and transactions utilized by the Company by examining financial metrics of the comparable public companies and transactions within the industry and considering market participant guidance and perspective, and ◦ the qualifications of the third-party valuation firm engaged by the Company based on their credentials and experience. • We agreed the carrying value of each asset group to the underlying accounting records. • We evaluated the reasonableness of the forecasted cash flows, including revenue growth rates, EBITDA, and EBITDA margins, by assessing the historical accuracy of management’s estimates and the reasonableness of assumptions used by management by comparing to publicly available industry information and comparable companies, including analyzing the sensitivity of changes in significant assumptions and the resulting impact to the estimated fair values. /s/ GRANT THORNTON LLP We have served as the Company’s auditor since 2017. Atlanta, Georgia December 14, 2023 71 Table of Contents ONEWATER MARINE INC. CONSOLIDATED BALANCE SHEETS ($ in thousands, except par value and share data) September 30, 2023 September 30, 2022 ASSETS CURRENT ASSETS: Cash $ 84,648 $ 42,071 Restricted cash 8,662 18,876 Accounts receivable, net 113,175 57,960 Inventories, net 609,616 372,959 Prepaid expenses and other current assets 65,798 75,024 Total current assets 881,899 566,890 Property and equipment, net 81,532 109,713 Operating lease right-of-use assets 135,667 123,955 Other long-term assets 6,069 3,378 Deferred tax assets, net 35,066 8,433 Intangible assets, net 212,324 306,471 Goodwill 336,602 378,588 Total assets $ 1,689,159 $ 1,497,428 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 27,113 $ 27,306 Other payables and accrued expenses 54,826 55,237 Customer deposits 51,649 65,460 Notes payable – floor plan 489,024 267,108 Current portion of operating lease liabilities 14,568 12,981 Current portion of long-term debt, net 29,324 21,642 Current portion of tax receivable agreement liability 2,447 2,363 Total current liabilities 668,951 452,097 Other long-term liabilities 13,693 23,174 Tax receivable agreement liability 40,688 43,991 Noncurrent operating lease liabilities 123,310 112,127 Long-term debt, net 428,439 421,162 Total liabilities 1,275,081 1,052,551 STOCKHOLDERS' EQUITY Preferred stock, $ 0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of September 30, 2023 and September 30, 2022 — — Class A common stock, $ 0.01 par value, 40,000,000 shares authorized, 14,420,129 and 14,211,621 shares issued and outstanding as of September 30, 2023 and September 30, 2022, respectively 144 142 Class B common stock, $ 0.01 par value, 10,000,000 shares authorized, 1,429,940 shares issued and outstanding as of September 30, 2023 and September 30, 2022 14 14 Additional paid-in capital 193,018 180,296 Retained earnings 165,432 204,880 Accumulated other comprehensive income (loss) 1 ( 7 ) Total stockholders’ equity attributable to OneWater Marine Inc. 358,609 385,325 Equity attributable to non-controlling interests 55,469 59,552 Total stockholders’ equity 414,078 444,877 Total liabilities and stockholders’ equity $ 1,689,159 $ 1,497,428 72 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF OPERATIONS ($ in thousands except per share data) For the Years Ended September 30, 2023 2022 2021 Revenues: New boat $ 1,223,691 $ 1,139,331 $ 872,680 Pre-owned boat 334,477 294,832 216,416 Finance & insurance income 56,325 55,977 42,668 Service, parts & other 321,817 254,682 96,442 Total revenues 1,936,310 1,744,822 1,228,206 Cost of sales (exclusive of depreciation and amortization shown separately below): New boat 955,222 834,026 661,764 Pre-owned boat 258,524 213,167 162,278 Service, parts & other 187,438 143,974 46,709 Total cost of sales 1,401,184 1,191,167 870,751 Selling, general and administrative expenses 345,524 302,113 199,049 Depreciation and amortization 23,898 15,605 5,411 Transaction costs 1,839 7,724 869 Change in fair value of contingent consideration ( 1,604 ) 10,380 3,249 Loss on impairment 147,402 — — Income from operations 18,067 217,833 148,877 Other expense (income): Interest expense – floor plan 25,080 4,647 2,566 Interest expense – other 34,557 13,201 4,344 Loss on extinguishment of debt — 356 — Other expense (income), net 953 3,793 ( 248 ) Total other expense (income), net 60,590 21,997 6,662 Net (loss) income before income tax (benefit) expense ( 42,523 ) 195,836 142,215 Income tax (benefit) expense ( 3,412 ) 43,225 25,802 Net (loss) income ( 39,111 ) 152,611 116,413 Net (income) attributable to non-controlling interests ( 3,810 ) ( 2,998 ) — Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC 4,329 ( 18,669 ) ( 37,354 ) Net (loss) income attributable to OneWater Marine Inc. $ ( 38,592 ) $ 130,944 $ 79,059 Net (loss) earnings per share of Class A common stock – basic $ ( 2.69 ) $ 9.44 $ 7.13 Net (loss) earnings per share of Class A common stock – diluted $ ( 2.69 ) $ 9.13 $ 6.96 Basic weighted-average shares of Class A common stock outstanding 14,328 13,877 11,087 Diluted weighted-average shares of Class A common stock outstanding 14,328 14,337 11,359 73 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ($ in thousands) For the Years Ended September 30, 2023 2022 2021 Net (loss) income $ ( 39,111 ) $ 152,611 $ 116,413 Other comprehensive income (loss): Foreign currency translation adjustment 9 ( 8 ) — Comprehensive (loss) income ( 39,102 ) 152,603 116,413 Net income attributable to non-controlling interests ( 3,810 ) ( 2,998 ) — Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC 4,329 ( 18,669 ) ( 37,354 ) Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC ( 1 ) 1 — Comprehensive (loss) income attributable to One Water Marine Holdings, Inc. $ ( 38,584 ) $ 130,937 $ 79,059 74 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY ($ in thousands) Class A Common Stock Class B Common Stock Shares Amount Shares Amount Additional Paid-in Capital Retained Earnings Non- controlling Interest Accumulated Other Comprehensive Income (Loss) Total Stockholders’ Equity Balance at September 30, 2020 10,392 $ 104 4,583 $ 46 $ 105,947 $ 16,757 $ 50,433 $ — $ 173,287 Net income — — — — — 79,059 37,354 — 116,413 Distributions to members — — — — — ( 1,160 ) ( 8,813 ) — ( 9,973 ) Dividends and distributions — — — — — ( 20,777 ) ( 7,328 ) — ( 28,105 ) Effect of September Offering, including underwriter exercise of option to purchase shares 387 4 ( 387 ) ( 4 ) 4,146 — ( 4,256 ) — ( 110 ) Exchange of B shares for A shares 2,377 24 ( 2,377 ) ( 24 ) 38,485 — ( 38,485 ) — — Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis — — — — ( 4,186 ) — — — ( 4,186 ) Shares issued upon vesting of equity-based awards, net of tax withholding 85 1 — — ( 803 ) — — — ( 802 ) Shares issued in connection with a business combination 36 — — — 1,495 — — 1,495 Adjustment to adopt Topic 842 — — — — — 1,073 — — 1,073 Equity-based compensation — — — — 5,741 — — — 5,741 Balance at September 30, 2021 13,277 133 1,819 18 150,825 74,952 28,905 — 254,833 Net income — — — — — 130,944 21,667 — 152,611 Distributions to members — — — — — ( 784 ) ( 3,497 ) — ( 4,281 ) Exchange of B shares for A shares 389 4 ( 389 ) ( 4 ) 6,833 — ( 6,833 ) — — Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increase in tax basis — — — — ( 247 ) — — — ( 247 ) Shares issued upon vesting of equity-based awards, net of tax withholding 169 1 — — ( 1,629 ) — — — ( 1,628 ) Shares issued in connection with business combinations 387 4 — — 14,623 — — — 14,627 Non-controlling interest in subsidiary — — — — — — 19,311 19,311 Equity-based compensation — — — — 10,013 — — — 10,013 Repurchase and retirement of Class A common stock ( 10 ) — — — ( 122 ) ( 232 ) — — ( 354 ) Currency translation adjustment — — — — — — ( 1 ) ( 7 ) ( 8 ) Balance at September 30, 2022 14,212 142 1,430 14 180,296 204,880 59,552 ( 7 ) 444,877 Net loss — — — — — ( 38,592 ) ( 519 ) — ( 39,111 ) Distributions to members — — — — — ( 38 ) ( 3,565 ) — ( 3,603 ) Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increase in tax basis — — — — 4,402 — — — 4,402 Shares issued upon vesting of equity-based awards, net of tax withholding 186 2 — — ( 1,973 ) — — — ( 1,971 ) Shares issued as part of employee stock purchase plan 86 1 — — 2,091 — — — 2,092 Equity-based compensation — — — — 8,962 — — — 8,962 Repurchase and retirement of Class A common stock ( 64 ) ( 1 ) — — ( 760 ) ( 818 ) — — ( 1,579 ) Currency translation adjustment — — — — — — 1 8 9 Balance at September 30, 2023 14,420 $ 144 1,430 $ 14 $ 193,018 $ 165,432 $ 55,469 $ 1 $ 414,078 75 Table of Contents ONEWATER MARINE INC. CONSOLIDATED STATEMENTS OF CASH FLOWS ($ in thousands) For the Years Ended September 30, 2023 2022 2021 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 39,111 ) $ 152,611 $ 116,413 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 26,789 16,296 5,411 Equity-based compensation 8,962 10,013 5,741 Loss (gain) on asset disposals 221 ( 135 ) ( 94 ) Loss on disposal of a business 750 — — Loss on impairment 147,402 — — Loss on extinguishment of debt — 356 — Non-cash interest expense 10,129 3,250 659 Deferred income tax provision ( 23,030 ) 5,741 3,728 Change in fair value of contingent consideration ( 1,604 ) 10,380 2,872 Loss on equity investments 446 1,228 — (Increase) decrease in assets: Accounts receivable ( 10,051 ) ( 3,711 ) ( 9,531 ) Inventories ( 232,285 ) ( 167,183 ) 25,289 Prepaid expenses and other current assets 10,308 ( 34,357 ) ( 18,924 ) Other assets ( 3,188 ) ( 1,940 ) ( 173 ) Increase (decrease) in liabilities: Accounts payable 197 6,424 ( 26 ) Other payables and accrued expenses ( 7,643 ) 4,140 4,010 Tax receivable agreement liability ( 3,227 ) ( 67 ) — Customer deposits ( 14,825 ) 4,401 24,048 Net cash (used in) provided by operating activities ( 129,760 ) 7,447 159,423 CASH FLOWS FROM INVESTING ACTIVITIES: Purchases of property and equipment ( 21,251 ) ( 11,403 ) ( 9,896 ) Proceeds from disposal of property and equipment 567 345 233 Purchases of equity investments — ( 2,000 ) — Cash used for additions to intangible assets ( 2,823 ) ( 4,246 ) — Cash used in acquisitions ( 28,882 ) ( 459,540 ) ( 107,467 ) Proceeds from disposal of a business 788 — — Net cash used in investing activities ( 51,601 ) ( 476,844 ) ( 117,130 ) CASH FLOWS FROM FINANCING ACTIVITIES: Net borrowings (payments) from floor plan 219,688 152,874 ( 23,497 ) Proceeds from long-term debt 30,000 412,492 30,000 Payments on long-term debt ( 18,338 ) ( 88,033 ) ( 8,878 ) Payments of debt issuance costs — ( 9,095 ) ( 701 ) Payments of September Offering costs — — ( 540 ) Payments of contingent consideration ( 12,574 ) ( 371 ) — Proceeds from issuance of Class A common stock as part of employee stock purchase plan 2,092 — — Payments of tax withholdings for equity-based awards ( 1,971 ) ( 1,628 ) ( 802 ) Dividends and distributions — — ( 27,070 ) Distributions to members ( 3,603 ) ( 9,482 ) ( 5,009 ) Repurchase and retirement of Class A common stock ( 1,579 ) ( 354 ) — Net cash provided by (used in) financing activities 213,715 456,403 ( 36,497 ) Effect of exchange rate changes on cash and restricted cash 9 ( 8 ) — Net change in cash and restricted cash 32,363 ( 13,002 ) 5,796 Cash and restricted cash at beginning of period 60,947 73,949 68,153 Cash and restricted cash at end of period $ 93,310 $ 60,947 $ 73,949 Supplemental cash flow disclosures Cash paid for interest $ 49,508 $ 14,598 $ 6,251 Cash paid for income taxes 23,322 35,229 28,537 Noncash items Acquisition purchase price funded by seller notes payable $ — $ 1,126 $ 2,056 Acquisition purchase price funded by contingent consideration 2,550 15,321 9,200 Acquisition purchase price funded by issuance of Class A common stock — 14,627 1,495 Accrued purchase consideration — — 1,889 Purchase of property and equipment funded by long-term debt 1,122 2,087 1,820 Dividends payable — — 1,035 Distributions payable — — 4,964 Initial operating lease right-of-use-assets for adoption of Topic 842 — — 71,823 Acquisition purchase price funded by affiliate financing 10,600 — — Settlement of affiliate financing with proceeds from sale and leaseback 10,600 — — 76 Table of Contents OneWater Marine Inc. and Subsidiaries Notes to the Consolidated Financial Statements 1. Description of Company and Basis of Presentation Description of the Business OneWater Marine Inc. (“OneWater Inc”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “IPO”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Inc, the “Company”), OneWater Inc is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries. The Company is one of the largest recreational marine retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, the sale of marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of September 30, 2023, the Company operates a total of 98 retail locations, 11 distribution centers/warehouses and multiple online marketplaces in 19 states, several of which are in the top twenty states for marine retail expenditures. Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions and consumer spending patterns can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments, global public health concerns, including the COVID-19 pandemic, or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which the Company operates, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences such as corporate downsizing, inclement weather such as hurricanes and other storms, environmental conditions, and other events could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business. Sales of new boats from the Company’s top ten brands represent approximately 39.4 %, 41.8 % and 42.9 % of total sales for the years ended September 30, 2023, 2022 and 2021, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 13.9 %, 15.6 % and 17.0 % of our consolidated revenue for the years ended September 30, 2023, 2022 and 2021, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company. September Offering On September 22, 2020, OneWater Inc completed an underwritten public offering (the “September Offering”) of 3,170,868 shares of Class A common stock, at a public offering price of $ 20.00 per share, less underwriting discounts and commissions. OneWater Inc sold 425,000 shares of Class A common stock, and certain stockholders of the Company (the “Selling Stockholders”) sold 2,745,868 shares of Class A common stock. In connection with the September Offering, Goldman granted the underwriters a 30 -day option to purchase up to an additional 475,630 shares of the Company’s Class A common stock (the “Optional Shares”). On September 29, 2020, the underwriters notified OneWater Inc and Goldman of their intent to purchase an additional 387,458 Optional Shares. The sale of the Optional Shares closed on October 2, 2020. The Company did not receive any proceeds from the sale of the Optional Shares or the Class A common stock sold by Selling Stockholders. After deducting underwriting discounts and commissions, OneWater Inc received net proceeds of $ 8.1 million. OneWater Inc contributed all of the net proceeds of the September Offering received to OneWater LLC in exchange for LLC Units. OneWater LLC used the net proceeds for general corporate purposes. 77 Table of Contents Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc. operates and controls all of the businesses and affairs of OneWater LLC. Through OneWater LLC and its wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, OneWater Inc. conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net (loss) income attributable to OneWater Inc’s Class A stockholders. As of September 30, 2023, OneWater Inc owned 91.0 % of the economic interest of OneWater LLC. Commencing December 31, 2021, the Company owns 80 % of the economic interest of Quality Assets and Operations, LLC, over which the Company exercises control and the minority interest in this subsidiary has been recorded accordingly. See Note 4 for additional information regarding the acquisition. Basis of Financial Statement Preparation The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these consolidated financial statements. All intercompany transactions have been eliminated in consolidation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the fiscal year ending on September 30. 2. Summary of Significant Accounting Policies Cash At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At September 30, 2023 and 2022, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk. Restricted Cash Restricted cash relates to amounts collected for pre-owned sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Total customers deposits are shown as a liability on the consolidated balance sheets. These liabilities may be more than the applicable restricted cash balances and fluctuate due to timing differences and because in certain states the deposits are not restricted from use. Inventories Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value, the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of acquired, manufactured and assembled parts and accessories is determined using methods which vary by subsidiary and include both the average cost method and first-in, first-out (“FIFO”). Vendor Consideration Received Consideration received from vendors is accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable. 78 Table of Contents Property and Equipment Property and equipment are stated at cost, less accumulated depreciation. Depreciation of property and equipment is calculated using the straight-line method over the estimated useful lives. Leasehold improvements are amortized over the shorter of the lease period or the estimated useful lives. The estimated useful lives of assets are as follows: Years Company vehicles 5 Buildings and improvements 10 - 39 Machinery and equipment 5 - 7 Office equipment 5 - 7 Expenditures for major improvements that extend the useful life of assets are capitalized. Minor replacements, maintenance and repairs which do not extend the useful life of an asset are expensed as incurred. The carrying value of property and equipment and other long-term assets (other than goodwill and indefinite life intangible assets) is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If such an indication is present, the carrying amount of the asset is compared to the estimated undiscounted cash flows related to that asset. The Company would conclude that an asset may be impaired if the sum of such undiscounted expected future cash flows is less than the carrying amount of the related asset. If an asset is impaired, the impairment loss would be the amount by which the carrying amount of the related asset exceeds its fair value. We did not record an impairment of our property and equipment in fiscal years 2023, 2022 or 2021. Goodwill and Other Identifiable Intangible Assets Goodwill and indefinite-lived intangible assets are accounted for in accordance with FASB ASC 350, ‘‘ Intangibles - Goodwill and Other ’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states for annual impairment tests that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary. The Company performs its annual test in the fiscal fourth quarter. In evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of required goodwill impairment. The Company calculates the fair value of its reporting units by considering both the income and market approach. The income approach calculates the fair value of the reporting unit using a discounted cash flow method. Fair value under the market approach is determined for each unit by applying market multiples for comparable public companies to the unit's financial results. During the year ended September 30, 2023 the Company determined that there were circumstances that indicated impairment may have occurred, including a drop in the Company's market capitalization and declining margins, and performed a quantitative goodwill impairment analysis. As a result, the Company recognized a $ 57.7 million impairment for goodwill for the year then ended. See Note 8 for more information about the impairment of goodwill. The Company elected a qualitative assessment for our fiscal fourth quarter 2022 goodwill impairment testing and determined that it was more likely than not that the fair value of the reporting units were greater than their carrying amounts, and as a result, no impairment for goodwill was required for the year then ended. Identifiable intangible assets primarily consist of trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed. The Company has determined that trade names have an indefinite life, as there are no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the Company, and therefore, are not subject to amortization. Developed technologies and customer relationships are amortized over their estimated useful lives of ten years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in their fair value. The Company first performs an annual qualitative impairment assessment for indefinite-lived intangible assets to determine if it is more likely than not that the fair values are greater than their carrying amounts. If it is determined that it is more likely than not that the fair values of the intangible assets are less than their respective carrying amounts, the Company then performs a quantitative impairment analysis by comparing the carrying amount of the indefinite-lived intangible assets to the fair values. To determine the fair value of the indefinite-lived intangible assets, the Company uses a relief from royalty method for trade names. 79 Table of Contents In accordance with FASB ASC 360-10, "Property, Plant and Equipment – Impairment or Disposal of Long-Lived Assets" (“ASC 360”), the Company assesses the potential for impairment of its definite-lived assets if facts and circumstances, such as declines in sales, earnings, cash flows or adverse changes in the business climate, suggest that they may be impaired. The Company performs its assessment by comparing the book value of the asset groups to the estimated future undiscounted cash flows associated with the asset groups. If any impairment in the carrying value of its definite-lived assets is indicated, the assets would be adjusted to an estimate of fair value. To determine the fair value of the definite-lived intangible assets, the Company uses a relief from royalty method for developed technology and discounted cash flows method for customer relationships. During the year ended September 30, 2023 the Company performed a quantitative impairment analysis. As a result, the Company recognized a $ 89.7 million impairment for identifiable intangible assets for the year then ended. See Note 8 for more information about the impairment of identifiable intangible assets. The Company elected qualitative assessments for our fiscal fourth quarter 2022 indefinite-lived intangible assets impairment testing and determined that it was more likely than not that the fair values of the Company’s indefinite-lived intangible assets were greater than their carrying amounts, and as a result, no impairment was required for the year then ended. Additionally, there were no events or circumstances as of September 30, 2022 that indicated that the carrying amounts may not be recoverable. Software Development and Cloud Computing Arrangement Implementation Costs The Company capitalizes cost for software developed or obtained for internal use, including domain names and internally developed software, and amortizes them over their estimated useful life, which is generally three to five years . The Company begins to capitalize costs incurred for computer software during the application development stage, as long as it is probable that the project will be completed and the software will be used for its intended purpose. Capitalization ceases when a software project is substantially complete and ready for its intended use. The Company capitalizes qualifying implementation costs under cloud computing arrangements (“CCA”). Capitalization ceases once the software is ready for its intended use. The capitalized CCA implementation cost is allocated between Prepaid expenses and other current assets and Other long-term assets on the accompanying consolidated balance sheets based on the expected amortization to be recognized within one year . The total capitalized CCA implementation costs was $ 5.4 million and $ 1.7 million as of September 30, 2023 and 2022, respectively. During the year ended September 30, 2023, the Company recorded $ 0.1 million of expense in Selling, general and administrative expenses on the accompanying consolidated statements of operations related to the amortization of CCA implementation costs. No expense related to the amortization of CCA implementation costs was recorded during the year ended September 30, 2022. Sales Tax The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales. Revenue Recognition Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time. We are the principal with respect to revenue from new, pre-owned and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and accessories sold directly to a customer (not on a repair order) are recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) are recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $ 4.4 million and $ 3.7 million as of September 30, 2023 and 2022, respectively. Certain parts and service transactions require the Company to perform shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery). They are considered fulfillment activities and are included in selling, general and administrative expenses. 80 Table of Contents Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions are recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the consolidated financial statements for the years ended September 30, 2023, 2022 and 2021. Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in Customer deposits in the Company’s consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel is transferred to the customer. The activity in customer deposits for the years ended September 30, 2023 and 2022 is as follows: ($ in thousands) 2023 2022 Beginning contract liability $ 65,460 $ 46,610 Revenue recognized from contract liabilities included in the beginning balance ( 63,207 ) ( 43,777 ) Increases due to business combinations and cash received, net of amounts recognized in revenue during the period 49,396 62,627 Ending contract liability $ 51,649 $ 65,460 The following table sets forth percentages on the timing of revenue recognition for the years ended September 30, 2023, 2022 and 2021: 2023 2022 2021 Goods and services transferred at a point in time 93.8 % 94.4 % 93.9 % Goods and services transferred over time 6.2 % 5.6 % 6.1 % Total Revenue 100.0 % 100.0 % 100.0 % Advertising Costs We expense advertising and promotional costs as incurred and include them in Selling, general and administrative expenses in the accompanying consolidated statements of operations. Pursuant to FASB ASC 606, ‘‘ Revenue from Contracts with Customers ’’ (‘‘ASC 606’’), we net amounts received under our co-op assistance programs from our manufacturers against the related advertising expenses. Total advertising costs for the years ended September 30, 2023, 2022 and 2021, were $ 24.8 million, $ 13.4 million and $ 4.5 million, which are net of related co-op assistance of $ 2.2 million, $ 1.8 million and $ 0.7 million, respectively. Equity-Based Compensation Equity-based compensation plans are accounted for following the provisions of FASB ASC 718, ‘‘ Compensation — Stock Compensation ’’ (‘‘ASC 718’’). Equity-based awards are designed to reward employees for their long-term contributions to the Company and to provide incentives for them to remain with the Company. Valuation models and the quoted market price of our common stock are used to value all equity-based compensation. Compensation for awards is measured at fair value on the grant date based on the number of shares expected to vest. The Company recognizes compensation cost for all awards on a graded basis over the requisite service period of the award. Income Taxes OneWater Inc is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. 81 Table of Contents OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations. Loan costs The Company accounts for its loan costs in accordance with FASB Accounting Standards Update (“ASU”) No. 2015-03, ‘‘ Interest-Imputation Subtopic (835-30): Simplifying the Presentation of Debt Issuance Costs ’’, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction of the carrying amount of that debt liability. Loan costs are amortized to interest expense on a straight-line basis over the life of the loan, which approximates the effective interest method. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and valuation of contingent consideration. Segment Information Effective August 9, 2022, our reportable segments changed as a result of the Company’s acquisition of Ocean Bio-Chem, Inc., and Star Brite Europe, Inc (collectively “Ocean Bio-Chem”), which changed management’s reporting structure and operating activities. We now report our operations through two reportable segments: Dealerships and Distribution. The 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. The Distribution segment engages in the manufacturing, assembly and distribution primarily of marine related products to distributors, big box retailers and online retailers through a network of warehouse and distribution centers. Each reporting segment has discrete financial information and is regularly reviewed by the Company’s chief operating decision maker (“CODM”) to assess performance and allocate resources. The Company has identified its Chief Executive Officer as its CODM. The change in reportable segments had no impact on the Company’s previously reported historical consolidated financial statements. 3. New Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers” , which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2022, and interim periods within those annual periods. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2024. Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements. 82 Table of Contents 4. Acquisitions and Dispositions Acquisitions In the years ended September 30, 2023, 2022 and 2021, the Company completed acquisitions of multiple businesses. The results of operations of acquisitions are included in the accompanying consolidated financial statements from the acquisition date. The purchase price of acquisitions was allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on the information currently available. Any changes to the value of identifiable intangible assets are reclassified from goodwill upon the completion of the valuations. The fair values of the developed technology and trade name intangible assets as of the acquisition date were determined using the relief from royalty model. The fair values of the customer relationship intangible assets as of the acquisition date were determined using the discounted cash flow method. Fiscal Year 2023 For the year ended September 30, 2023, the Company completed the following transactions: • On October 1, 2022, Taylor Marine Centers, a retail marine dealership with locations in Maryland and Delaware • On December 1, 2022, Harbor View Marine, a retail marine dealership with locations in Florida and Alabama • On September 1, 2023, Harbor Pointe Marina, a retail marine dealership with one location in Alabama Consideration paid for the consummated acquisitions was $ 42.0 million with $ 28.9 million paid at closing (net of cash acquired), $ 10.6 million in non-cash financing and the remaining $ 2.6 million in estimated payments of contingent consideration. The payments of contingent consideration are part of earnouts from the achievement of certain post-acquisition increases in adjusted EBITDA. As of September 30, 2023, the earnout period for the acquisitions was completed and no contingent consideration payout was achieved. The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transactions: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Total Acquisitions Accounts receivable $ 286 Inventories 6,424 Prepaid expenses 72 Property and equipment 11,588 Operating lease right-of-use assets 3,820 Identifiable intangible assets 8,800 Goodwill 18,481 Accounts payable ( 17 ) Accrued expenses ( 361 ) Customer deposits ( 1,013 ) Notes payable - floor plan ( 2,228 ) Operating lease liabilities ( 3,820 ) Aggregate acquisition date fair value $ 42,032 Consideration transferred 42,032 In connection with the acquisition of Harbor View Marine, an entity affiliated with the Company agreed to acquire the real estate for the two acquired locations, in effect providing non-cash financing. The Company has accounted for this transaction as a sale and leaseback of the properties in our consolidated financial statements. There was no gain or loss recorded as part of the transaction. The leases for the two properties include an initial term of 15 years and two , five-year renewal options. The leases are accounted for as operating leases and are included in the Operating lease right-of-use assets and Operating lease liabilities on the consolidated balance sheets. Included in our results for the year ended September 30, 2023, the acquisitions contributed $ 60.9 million to our consolidated revenue and $ 6.3 million to our (loss) income before income tax expense. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, valuation and other fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $ 1.2 million for the year ended September 30, 2023. 83 Table of Contents Fiscal Year 2022 For the year ended September 30, 2022, the Company completed the following transactions: • On October 1, 2021, Naples Boat Mart, a retail marine dealership with one location in Florida • On November 30, 2021, T-H Marine Supplies, LLC (“T-H Marine”), a leading provider of branded marine parts and accessories for original equipment manufacturers (“OEMs”) and the aftermarket, with locations in Alabama, Florida, Illinois, Indiana, Oklahoma and Texas • On December 1, 2021, Norfolk Marine Company, a retail marine dealership with one location in Virginia • On December 31, 2021, a majority interest in Quality Boats, a retail marine dealership with three locations in Florida. The sellers retained a 20 % economic interest in Quality Boats. The Company has the exclusive right, but not obligation, to acquire the remaining 20 % interest at any time before January 1, 2027. • On February 1, 2022, JIF Marine, a leading supplier of stainless steel ladders, dock products and other accessories which is based in Tennessee • On March 1, 2022, YakGear, a leading supplier of kayak equipment, paddle sports accessories and boat mounting accessories which is based in Texas • On April 1, 2022, Denison Yachting, a leader in yacht and superyacht sales as well as ancillary yacht services, with 20 locations in 7 states • On August 9, 2022, Ocean Bio-Chem, a leading supplier and distributor of appearance, cleaning, and maintenance products for the marine industry and the automotive, powersports, recreational vehicles, and outdoor power equipment markets with locations in Alabama and Florida. Consideration paid for the consummated acquisitions was $ 490.6 million with $ 459.5 million paid at closing (net of cash acquired), $ 1.1 million financed through a note payable to the sellers bearing interest at a rate of 4.0 % per year, estimated payments of $ 15.3 million in contingent consideration and the remaining $ 14.6 million with the issuance of shares of Class A common stock. The notes are payable in one lump sum on December 1, 2024, with interest payments due quarterly. The estimated payments of contingent consideration are part of multiple earnouts varying from the achievement of certain post-acquisition increases in adjusted EBITDA to the generation of acquisition leads for the Company. The acquisition contingent consideration was developed using weighted average projections based on the Company’s historical experience, current forecasts for the industry and current expectations of the ability to generate viable acquisition leads. The minimum payout on acquisition contingent consideration is $ 5.9 million and the maximum payout is $ 24.7 million. The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transactions: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) T-H Marine Quality Boats Denison Yachting Ocean Bio-Chem Other Acquisitions Total Acquisitions Accounts receivable $ 8,955 $ — $ 654 $ 14,989 $ 1,123 $ 25,721 Inventories 19,856 5,937 1,981 24,362 9,618 61,754 Prepaid expenses 1,547 47 2,053 1,431 338 5,416 Property and equipment 3,896 803 293 32,037 1,227 38,256 Deposits — — 126 — 13 139 Operating lease right-of-use assets 5,960 11,877 1,221 762 7,375 27,195 Identifiable intangible assets 105,500 31,700 16,600 59,300 11,332 224,432 Goodwill 51,694 78,682 29,144 35,270 15,307 210,097 Accounts payable ( 3,876 ) — ( 80 ) ( 3,654 ) ( 471 ) ( 8,081 ) Accrued expenses ( 1,697 ) — ( 252 ) ( 1,817 ) ( 553 ) ( 4,319 ) Customer deposits ( 394 ) ( 5,047 ) ( 5,524 ) ( 176 ) ( 3,307 ) ( 14,448 ) Deferred tax liabilities — — — ( 20,141 ) ( 751 ) ( 20,892 ) Long-term debt — — — ( 8,150 ) — ( 8,150 ) Operating lease liabilities ( 5,960 ) ( 11,877 ) ( 1,221 ) ( 762 ) ( 7,375 ) ( 27,195 ) Aggregate acquisition date fair value $ 185,481 $ 112,122 $ 44,995 $ 133,451 $ 33,876 $ 509,925 Consideration transferred 185,481 92,811 44,995 135,281 33,876 492,444 Cash acquired — — — ( 1,829 ) — ( 1,829 ) Fair value of non-controlling interests — 19,311 — — — 19,311 Aggregate acquisition date fair values $ 185,481 $ 112,122 $ 44,995 $ 133,451 $ 33,876 $ 509,925 84 Table of Contents The fair value of the non-controlling interest of Quality Boats as of the acquisition date was estimated using the discounted cash flow method and market multiple method. Significant inputs to the discounted cash flows included estimated future revenues and discount rates. Significant inputs to the market multiple method include the peer public company group and the financial performance of reporting units related to the peer public company group. Fiscal Year 2021 For the year ended September 30, 2021, the Company completed the following transactions: • On December 1, 2020, Tom George Yacht Group a retail marine dealership with two locations in Florida • December 31, 2020, Walker Marine Group a retail marine dealership with five locations in Florida. • On December 31, 2020, Roscioli Yachting Center, a full-service marina and yachting facility, with one location in Florida • On August 1, 2021, Stone Harbor Marina a retail marine dealership with one location in New Jersey • On September 1, 2021, PartsVu, an online marketplace for OEM marine parts, electronics and accessories with a warehouse in Florida Consideration paid for the consummated acquisitions was $ 122.1 million with $ 107.5 million paid at closing (net of cash acquired), $ 2.1 million financed through a note payable to the sellers, estimated payments of $ 9.2 million in contingent consideration, $ 1.9 million in accrued purchase consideration and the remaining $ 1.5 million with the issuance of shares of Class A common stock. The estimated payments of contingent consideration are part of multiple earnouts subject to the achievement of certain post-acquisition increases in adjusted EBITDA. The acquisition contingent consideration was developed using weighted average projections based on the Company’s historical experience with acquisitions as well as current forecasts for the industry. The minimum payout on acquisition contingent consideration is $ 0.2 million and the maximum payout is unlimited. The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the transactions: ($ in thousands) Walker Marine Group Roscioli Yachting Center Other Acquisitions Total Acquisitions Accounts receivable $ 129 $ — $ 390 $ 519 Inventories 8,481 87 10,476 19,044 Prepaid expenses 39 1 180 220 Property and equipment 503 41,300 700 42,503 Identifiable intangible assets 8,520 1,530 13,940 23,990 Goodwill 26,927 2,993 25,512 55,432 Accounts payable ( 213 ) ( 180 ) — ( 393 ) Accrued expenses — ( 185 ) ( 47 ) ( 232 ) Customer deposits ( 3,033 ) — ( 2,248 ) ( 5,281 ) Notes payable – floor plan ( 7,563 ) — ( 6,134 ) ( 13,697 ) Aggregate acquisition date fair value $ 33,790 $ 45,546 $ 42,769 $ 122,105 Consideration transferred 33,790 45,546 42,769 122,105 The 2023, 2022 and 2021 acquisitions have resulted in the recording of goodwill that is expected to be deductible for tax purposes of $ 15.9 million, $ 173.2 million and $ 55.4 million for the years ended September 30, 2023, 2022 and 2021, respectively. The following unaudited pro forma results of operations for the years ended September 30, 2023, 2022 and 2021 assumes that all acquisitions were completed on October 1, 2020. ($ in thousands) 2023 2022 2021 Pro forma revenues $ 1,944,304 $ 1,939,382 $ 1,804,798 Pro forma net (loss) income $ ( 37,943 ) $ 168,704 $ 171,523 The amounts have been calculated by applying our accounting policies and estimates. Pro forma net (loss) income has been tax affected based on the Company’s effective tax rate in the historical periods presented. 85 Table of Contents Dispositions During the year ended September 30, 2023, the Company completed the following dispositions of a business: • O n September 30, 2023, Roscioli Yachting Center, which was reported in our Dealership reporting segment through the date of the sale. The sale resulted in a pre-tax gain of $ 0.2 million recorded in Other expense (income) in the consolidated statement of operations • On September 30, 2023, Lookout Marine, which included two locations and was reported in our Dealership reporting segment through the date of sale. The sale resulted in a pre-tax loss of $ 1.0 million recorded in Other expense (income) in the consolidated statement of operations In connection with the disposition of Roscioli Yachting Center, the Company sold the associated real estate. As part of the sale agreement, the Company entered into a lease with the purchasing party for a portion of the location. The Company has accounted for this transaction as a sale and leaseback of the property in our condensed consolidated financial statements. There was no gain or loss recorded as part of the transaction. The lease for the property includes an initial term of 10 years. The lease is accounted for as an operating lease and is included in the Operating lease right-of-use assets and Operating lease liabilities on the condensed consolidated balance sheet. There were no dispositions of business entities during the years ended September 30, 2022 and 2021. 5. Accounts Receivable Accounts receivable primarily consists of trade accounts receivable, contracts in transit and manufacturer receivables. Trade receivables include amounts due from customers on the sale of boats, parts, service, and storage. Contracts in transit represent anticipated funding from the loan agreement customers execute at the dealership when they purchase their new or pre-owned boat. These finance contracts are typically funded within 30 days . Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties. Accounts receivable as of September 30, 2023 also consists of a receivable resulting from the disposition of Roscioli Yachting Center as the proceeds on disposal were received subsequent to September 30, 2023. The allowance for credit losses is estimated based on past collection experience, current conditions and reasonable and supportable forecasts. The annual activity for charges and subsequent recoveries is immaterial. Accounts receivable consisted of the following: ($ in thousands) September 30, 2023 September 30, 2022 Receivable for proceeds on the disposition of a business $ 45,100 $ — Trade accounts receivable 32,065 37,359 Contracts in transit 25,425 14,543 Manufacturer receivable 11,288 7,224 Total accounts receivable 113,878 59,126 Less – allowance for credit losses ( 703 ) ( 1,166 ) Total accounts receivable, net $ 113,175 $ 57,960 6. Inventories Inventories consisted of the following at: ($ in thousands) September 30, 2023 September 30, 2022 New vessels $ 471,147 $ 243,090 Pre-owned vessels 61,627 51,607 Parts and accessories, work in process, net 76,842 78,262 Total inventories, net $ 609,616 $ 372,959 86 Table of Contents 7. Property and Equipment Property and equipment, net consisted of the following: ($ in thousands) September 30, 2023 September 30, 2022 Land $ 3,275 $ 17,668 Buildings and improvements 22,681 42,957 Leasehold improvements 22,968 19,738 Machinery and equipment 26,696 22,418 Office equipment 14,226 12,129 Company vehicles 18,231 12,902 Construction in progress 3,807 4,020 Total property and equipment 111,884 131,832 Less accumulated depreciation ( 30,352 ) ( 22,119 ) Total property and equipment, net $ 81,532 $ 109,713 For the years ended September 30, 2023, 2022 and 2021, depreciation expense totaled $ 13.4 million, $ 8.8 million and $ 5.4 million, respectively. 8. Goodwill and Intangible Assets Our acquisitions have resulted in the recording of goodwill and other identifiable intangible assets. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of internally developed software, domain names and other identifiable intangible assets such as, trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed. The changes in goodwill and intangible assets are as follows: ($ in thousands) Goodwill Trade Names Developed technologies Customer Relationships Domain Names Internally Developed Software Total Intangible Assets, net Unamortized Unamortized Amortized Amortized Amortized Amortized Net balance as of September 30, 2021 $ 168,491 $ 85,294 $ — $ — $ — $ — $ 85,294 Acquisitions during the year ended September 30, 2022 210,097 101,485 15,457 107,490 2,074 2,301 228,807 Amortization expense for the year ended September 30, 2022 — — ( 1,183 ) ( 6,260 ) ( 104 ) ( 83 ) ( 7,630 ) Net balance as of September 30, 2022 378,588 186,779 14,274 101,230 1,970 2,218 306,471 Acquisitions during the year ended September 30, 2023 18,481 8,800 — — 945 1,878 11,623 Impairment recorded during the year ended September 30, 2023 ( 57,710 ) ( 43,016 ) ( 8,309 ) ( 38,367 ) — — ( 89,692 ) Disposals from sales of businesses during the year ended September 30, 2023 ( 3,157 ) ( 2,642 ) — — — — ( 2,642 ) Other adjustments during the year ended September 30, 2023 400 — — — — — — Amortization expense for the year ended September 30, 2023 — — ( 1,546 ) ( 10,749 ) ( 528 ) ( 613 ) ( 13,436 ) Net balance as of September 30, 2023 $ 336,602 $ 149,921 $ 4,419 $ 52,114 $ 2,387 $ 3,483 $ 212,324 During the year ended September 30, 2023 the Company recorded an impairment loss of $ 147.4 million related to the goodwill and identifiable intangible assets in order to adjust carrying value to estimated fair value. Of the $ 147.4 million impairment loss, $ 6.5 million and $ 140.9 million is reported in the Dealerships and Distribution reporting segment, respectively. No impairment loss was recorded for the years ended September 30, 2022 and 2021. See Note 2 for more information about our annual impairment tests of goodwill and identifiable intangible assets. Amortization expense was $ 13.4 million and $ 7.6 million for the years ended September 30, 2023 and 2022, respectively, and is recorded in Depreciation and amortization in the consolidated statements of operations. No amortization expense was recorded for the year ended September 30, 2021. For acquisitions during the year ended September 30, 2023, the weighted average useful life of total intangible assets is 4.3 years with the weighted average useful lives of acquisitions for domain names and internally developed software being 4.3 and 4.4 years, respectively. 87 Table of Contents The following table summarizes the expected amortization expense for the fiscal years 2024 through 2028 and thereafter ($ in thousands): 2024 $ 8,164 2025 8,164 2026 8,164 2027 7,922 2028 6,638 Thereafter 23,351 $ 62,403 As of September 30, 2023, the carrying value of goodwill totaled approximately $ 336.6 million, of which $ 295.3 million was related to our Dealerships reporting segment and $ 41.3 million was related to our Distribution reporting segment. As of September 30, 2022, the carrying value of goodwill totaled approximately $ 378.6 million, of which $ 280.0 million was related to our Dealerships reporting segment and $ 98.6 million was related to our Distribution reporting segment. 9. Other Payables and Accrued Expenses Other payables and accrued expenses consisted of the following: ($ in thousands) September 30, 2023 September 30, 2022 Payroll accrual $ 21,044 $ 20,273 Sales tax payable 4,673 4,456 Other payables and accrued expenses 11,522 12,467 Acquisition contingent consideration 7,488 15,897 Accrued interest 10,099 2,144 Total other payables and accrued expenses $ 54,826 $ 55,237 10. Notes Payable — Floor Plan The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks. The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”). On February 14, 2023, the Company and certain of its subsidiaries entered into the Fourth Amendment to the Seventh Amended and Restated Inventory Financing Agreement (as amended, the “ Seventh Inventory Financing Facility") with Wells Fargo and the other financial institutions party thereto to increase the maximum borrowing amount available under the Seventh Inventory Financing Facility to $ 550.0 million. The Seventh Inventory Financing Facility was set to expire on December 1, 2023. On November 14, 2023 the Company entered into the Eighth Amended and Restated Inventory Financing Agreement to, among other things, increase the maximum borrowing amount available to $ 650.0 million and extend the term. See Note 20 for additional information regarding the new agreement. The outstanding balance of the facility was $ 489.0 million and $ 267.1 million, as of September 30, 2023 and 2022, respectively. Interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility) (“SOFR”) plus an applicable margin of 2.75 % to 5.00 % depending on the age of the inventory. Interest on pre-owned boats in calculated at the new boat rate plus 0.25 %. Wells Fargo will finance 100.0 % of the vendor invoice price for new boats, engines, and trailers. As of September 30, 2023 the interest rate on the Seventh Inventory Financing Facility ranged from 8.18 % to 10.43 % for new inventory and 8.43 % to 10.68 % for pre-owned inventory. As of September 30, 2022 the interest rate on the Seventh Inventory Financing Facility ranged from 5.33 % to 7.58 % for new inventory and 5.58 % to 7.83 % for pre-owned inventory. Borrowing capacity available at September 30, 2023 and September 30, 2022 was $ 61.0 million and $ 232.9 million, respectively. The Seventh Inventory Financing Facility has certain financial and non-financial covenants as specified in the agreement. The financial covenants include requirements to comply with a maximum funded debt to EBITDA ratio (as defined in the Seventh Inventory Financing Facility). In addition, certain non-financial covenants could restrict the Company’s ability to sell assets (excluding inventory in the normal course of business), engage in certain mergers and acquisitions, incur additional debt and pay cash dividends or distributions, among others. The Company was in compliance with all covenants at September 30, 2023. The collateral for the Seventh Inventory Financing Facility consists primarily of our inventory that is financed through the Seventh Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the term note payable to Truist Bank. 88 Table of Contents 11. Long-term Debt and Line of Credit On August 9, 2022, the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “A&R Credit Facility”) with Truist Bank. The A&R Credit Facility provides for a $ 65.0 million revolving credit facility (the “A&R Revolving Facility”) that may be used for revolving credit loans (including up to $ 5.0 million in swingline loans and up to $ 5.0 million in letters of credit) and a $ 445.0 million term loan (the “A&R Term Loan”). Subject to certain conditions, the available amount under the revolving credit facility and term loans may be increased by $ 125.0 million in the aggregate. The A&R Credit Facility bears interest at a rate that is equal to Term SOFR plus an applicable margin ranging from 1.75 % to 2.75 % based on certain consolidated leverage ratio measures. The A&R Revolving Facility matures on August 9, 2027. The A&R Term Loan is repayable in installments beginning December 31, 2022, with the remainder due on August 9, 2027. The A&R Credit Facility is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries. The collateral does not include inventory and certain other assets of the Company’s subsidiaries financed under the Seventh Inventory Financing Facility. The A&R Credit Facility is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. The A&R Credit Facility also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Company to incur additional debt, transfer or dispose of all of its assets, make certain investments, loans or payments and engage in certain transactions with affiliates. The Company was in compliance with all covenants at September 30, 2023. Long-term debt consisted of the following at: ($ in thousands) September 30, 2023 September 30, 2022 Term note payable to Truist Bank, secured and bearing interest at 7.53 % at September 30, 2023 and 5.31 % at September 30, 2022. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027 $ 428,313 $ 445,000 Revolving note payable for an amount up to $ 65.0 million to Truist Bank, secured and bearing interest at 7.50 % at September 30, 2023. The note requires full repayment on August 9, 2027 30,000 — Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0 % to 10.8 % per annum. The notes require monthly installment payments of principal and interest ranging from $ 100 to $ 3,100 through September 2028 3,645 4,173 Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5 % per annum. The note requires monthly interest payments, with a balloon payment of principal due on December 1, 2023 2,056 2,056 Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0 % per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024. 1,126 1,126 Total debt outstanding 465,140 452,355 Less current portion (net of current debt issuance costs) ( 29,324 ) ( 21,642 ) Less unamortized portion of debt issuance costs ( 7,377 ) ( 9,551 ) Long-term debt, net of current portion and unamortized debt issuance costs $ 428,439 $ 421,162 Principal repayment requirements of long-term debt at September 30, 2023 are as follows (in thousands): Year ending September 30, 2024 $ 31,223 2025 35,674 2026 45,278 2027 352,945 2028 20 Total principal payments $ 465,140 89 Table of Contents Debt issuance costs are amortized on a straight-line basis over the life of the loan, which approximates the effective interest method. During the fiscal year ended 2023, the Company did not capitalize any loan costs. During the fiscal year ended 2022, the Company capitalized loan costs of $ 9.1 million. In connection with entering into the A&R Credit Facility, the Company wrote off unamortized debt issuance cost of $ 0.4 million which was included in Loss on extinguishment of debt in the consolidated statements of operations for the year ended September 30, 2022. Amortization for the years ended September 30, 2023, 2022 and 2021 amounted to $ 2.2 million, $ 1.3 million and $ 0.7 million, respectively, and is included in Interest expense - other in the consolidated statements of operations. As of September 30, 2023 and 2022, the Company had $ 0.7 million and $ 0.4 million, respectively, in letters of credit outstanding under the A&R Revolving Facility. 12. Stockholders’ Equity Equity-Based Compensation We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the Board of Directors of OneWater Marine Inc. (the “Board of Directors”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,585,007 . The LTIP is and will continue to be administered by the Board of Directors, except to the extent the Board of Directors elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP. 2023 Awards During the fiscal year ended September 30, 2023, the Board of Directors approved the grant of 137,057 time-based restricted stock units. Of this amount, 22,550 restricted stock units fully vest on October 1, 2023 and the remaining 114,507 restricted stock units vest in three equal annual installments commencing on October 1, 2023. During the fiscal year ended September 30, 2023 , the Board of Directors approved the grant of 88,018 performance-based restricted stock units, which represents 100 % of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals. A performance-based restricted stock unit equals one share of common stock to the Company. Of this amount, 13,288 performance-based restricted stock units fully vest on October 1, 2023 and the remaining 74,730 restricted stock units vest in three equal annual installments commencing on October 1, 2023. As of September 30, 2023, the Company achieved 100 % of the performance target for the units fully vesting on October 1, 2023. As of September 30, 2023, the Company achieved 40 % of the performance target for the awards with units vesting in three equal annual installments commencing on October 1, 2023. Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the applicable vesting period. The Company recognized $ 8.2 million, $ 9.8 million and $ 5.7 million of compensation expense for the fiscal years ended September 30, 2023, 2022 and 2021, respectively, which includes $ 3.5 million, $ 5.4 million, and $ 2.6 million of compensation expense for the fiscal years ended September 30, 2023, 2022 and 2021, respectively, for performance-based units . 90 Table of Contents The following table further summarizes activity related to restricted stock units for the years ended September 30, 2023 and 2022 : Restricted Stock Unit Awards Number of Shares Weighted Average Grant Date Fair Value ($) Unvested at September 30, 2021 545,094 $ 22.68 Awarded 225,924 40.01 Vested ( 211,225 ) 27.10 Forfeited — — Unvested at September 30, 2022 559,793 28.01 Awarded 225,075 30.08 Vested ( 257,082 ) 27.98 Forfeited ( 3,001 ) 35.81 Unvested at September 30, 2023 524,785 $ 28.86 As of September 30, 2023, the total unrecognized compensation expense related to outstanding equity awards was $ 3.3 million, which the Company expects to recognize over a weighted-average period of 1.1 years. We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares equal to the amount of employee income tax withholding. Net (Loss) Earnings Per Share Basic and diluted net (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net (loss) earnings per share is computed by giving effect to all potentially dilutive shares. The following table sets forth the calculation of net (loss) earnings per share for the years ended September 30, 2023, 2022, and 2021 (in thousands, except per share data): Net (loss) earnings per share: 2023 2022 2021 Numerator: Net (loss) income attributable to OneWater Inc $ ( 38,592 ) $ 130,944 $ 79,059 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) income per share 14,328 13,877 11,087 Effect of dilutive securities: Restricted stock units — 457 272 Employee Stock Purchase Plan — 3 — Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) income per share 14,328 14,337 11,359 Net (loss) earnings per share of Class A common stock – basic $ ( 2.69 ) $ 9.44 $ 7.13 Net (loss) earnings per share of Class A common stock – diluted $ ( 2.69 ) $ 9.13 $ 6.96 On March 30, 2022, the Board of Directors approved a share repurchase program up to $ 50.0 million. During the year ended September 30, 2023, the Company repurchased and retired 63,353 shares of Class A common stock under the repurchase program for a purchase price of approximately $ 1.6 million. As of September 30, 2023 the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $ 1.9 million. As of September 30, 2023, approximately $ 48.1 million remained available for future purchase under the repurchase program. The repurchase program does not have a predetermined expiration date. 91 Table of Contents Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net (loss) earnings per share of Class B common stock under the two-class method has not been presented. The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net (loss) earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands): Year Ended September 30, 2023 Year Ended September 30, 2022 Year Ended September 30, 2021 Class B common stock 1,430 1,527 3,931 Restricted stock units 598 219 232 Employee Stock Purchase Plan 4 — — 2,032 1,746 4,163 Employee Stock Purchase Plan At the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 23, 2021, the Company’s stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Board of Directors as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board of Directors or by one or more committees to which the Board of Directors delegates such administration. The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 449,257 shares of the Company’s Class A common stock may be issued under the ESPP, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1 % of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan. The Company recorded equity-based compensation for the ESPP of $ 0.7 million and $ 0.2 million during the years ended September 30, 2023 and 2022, respectively. As of September 30, 2023 and 2022, we had current liabilities of $ 0.4 million and $ 0.5 million. respectively, for future purchases of shares under the ESPP. During the year ended September 30, 2023, 86,050 shares were issued under the ESPP at an average price per share of $ 24.31 . No purchases were made under the ESPP during the year ended September 30, 2022 . We used a Black-Scholes model to estimate the fair value of the options granted to purchase shares issued pursuant to the ESPP. Volatility is based on the historical volatility in our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The following are the assumptions used for the fiscal years ended September 30, 2023 and 2022 : 2023 2022 Dividend yield 0.0 % 0.0 % Risk-free interest rate 4.8 - 5.5 % 2.5 % Volatility 37.6 - 45.6 % 57.4 % Expected life Six months Six months Distributions During the fiscal years ended September 30, 2023, 2022 and 2021, the Company made distributions to OneWater Unit Holders for certain permitted tax payments. 92 Table of Contents Dividends Dividends paid to holders of Class A common stock, distributions paid to OneWater Unit Holders and dividends payable to restricted stock unit holders are referred to herein collectively as “dividends”. Dividends declared are reported as a reduction of retained earnings. Dividends paid to OneWater Unit Holders are recorded as a reduction in non-controlling interest. On June 17, 2021, the Board of Directors declared a special cash dividend of $ 1.80 per share. The cash dividend of approximately $ 27.1 million was paid on July 19, 2021 to holders of Class A common stock and OneWater Unit Holders. Additionally, a $ 1.0 million cash dividend for restricted stock unit holders was accrued for payment to holders upon future vesting of restricted stock unit awards outstanding on the date the dividend was declared. During the years ended September 30, 2023 and 2022 , $ 0.3 million and $ 0.2 million, respectively, of the previously accrued balance was paid to restricted stock unit holders. The remaining $ 0.5 million is recorded in Other payables and accrued expenses in the consolidated balance sheet as of September 30, 2023. Non-Controlling Interest As discussed in Note 1, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports a non-controlling interest related to the portion of OneWater LLC owned by the holders of OneWater LLC Units (the “OneWater Unit Holders”). OneWater Unit Holders may exchange their LLC Units, together with an equal number of shares of Class B common stock of OneWater Inc, for shares of Class A common Stock of OneWater Inc on a one -for- one basis or, at OneWater LLC’s election, cash. Changes in ownership interest in OneWater LLC, while OneWater Inc retains its controlling interest, will be accounted for as equity transactions. Future direct exchanges of OneWater LLC units will result in a change in ownership and reduce the amount recorded as a non-controlling interest and increase additional paid-in-capital. As of September 30, 2023, OneWater Inc owned 91.0 % of the economic interest of OneWater LLC with the OneWater Unit Holders owning the remaining 9.0 %. As discussed in Note 4, the Company acquired an 80 % economic interest in Quality Boats during the year ended September 30, 2022. The Company has the exclusive right, but not obligation, to acquire the remaining 20 % economic interest at any time before January 1, 2027. On November 1, 2023, the Company exercised the right to acquire the remaining 20 % economic interest in Quality Boats. See Note 20 for additional information. 13. Retirement Plan The Company offers a 401(k) retirement plan to its full-time employees over the age of 21 . The Company currently makes discretionary matching contributions of 50.0 % for the first 4.0 % of employee salary deferrals. The Company made discretionary contributions of $ 2.6 million, $ 2.2 million and $ 1.5 million for the years ended September 30, 2023, 2022 and 2021, respectively. 14. Fair Value Measurements In determining fair value, the Company uses various valuation approaches including market, income and/or cost approaches. FASB standard ‘‘ Fair Value Measurements ’’ (Topic 820) establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are those that reflect the Company’s expectation of the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions, those used in assessing impairment of property and equipment and other intangibles and those used in the reporting unit valuation in the annual goodwill impairment evaluation and contingent consideration. The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value measurements can be volatile based on various factors that may or may not be within the Company’s control. 93 Table of Contents The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying consolidated balance sheets as of September 30: 2023 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in Equity Securities $ 326 $ — $ — $ 326 Liabilities: Contingent Consideration — — 21,181 21,181 2022 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in Equity Securities $ 772 $ — $ — $ 772 Liabilities: Contingent Consideration — — 37,402 37,402 There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the fiscal years ended September 30, 2023, and 2022. We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value with the change in fair value included in Other expense (income), net, in the consolidated statements of operations. The fair value of equity investments is measured using quoted prices in its active markets. The investment in equity securities balance is recorded in Other long-term assets in the consolidated balance sheets and consists entirely of our investment in Forza X1, Inc. The portion of unrealized losses recognized related to equity securities still held as of September 30 consists of the following: ($ in thousands) Year Ended September 30, 2023 Year Ended September 30, 2022 Net losses recognized during the period on equity securities $ 446 $ 1,228 Less: net losses recognized during the period on equity securities sold during the period — — Unrealized losses recognized during the reporting period on equity securities still held at the reporting date $ 446 $ 1,228 There were no unrealized losses (gains) recognized during the year ended September 30, 2021. We estimate the fair value of contingent consideration using a probability-weighted discounted cash flow model based on forecasted future earnings or other agreed upon metrics including the production of acquisition leads. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The contingent consideration balance is recorded in Other payables and accrued expenses and Other long-term liabilities in the consolidated balance sheets. Changes in fair value and net present value of contingent consideration are recorded in Change in fair value of contingent consideration in the consolidated statements of operations. The fair value of contingent consideration is reassessed on a quarterly basis. 94 Table of Contents The following table sets forth the changes in fair value of our contingent consideration for the fiscal years ended September 30, 2023 and 2022: ($ in thousands) Contingent Consideration Balance as of September 30, 2021 $ 12,072 Additions from acquisitions 15,321 Settlement of contingent consideration ( 371 ) Change in fair value, including accretion 10,380 Balance as of September 30, 2022 37,402 Additions from acquisitions 2,550 Settlement of contingent consideration ( 17,167 ) Change in fair value, including accretion ( 1,604 ) Balance as of September 30, 2023 $ 21,181 We determined the carrying value of our cash and cash equivalents, accounts receivable, accounts payable, other payables and accrued expenses, floor plan notes payable, term note payable with Truist Bank, seller notes payable and company vehicle notes payable approximate their fair values because of the nature of their terms and current market rates of these instruments. 15. Income Taxes The Company is a corporation and, as a result is subject to U.S. federal, state and local income taxes. OneWater LLC is treated as a pass-through entity for U.S. federal tax purposes and in most state and local jurisdictions. As such, OneWater LLC’s members, including the Company, are liable for federal and state income taxes on their respective shares of OneWater LLC’s taxable income. The components of income tax (benefit) expense are: ($ in thousands) Year Ended September 30, 2023 Year Ended September 30, 2022 Year Ended September 30, 2021 Current: Federal $ 16,184 $ 31,986 $ 18,966 State 3,434 5,492 3,108 Foreign — 6 — 19,618 37,484 22,074 Deferred: Federal ( 19,171 ) 5,376 3,341 State ( 3,859 ) 365 387 Foreign — — — ( 23,030 ) 5,741 3,728 Income tax (benefit) expense $ ( 3,412 ) $ 43,225 $ 25,802 A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows: For the Years Ended September 30, 2023 2022 2021 Statutory federal tax rate 21.0 % 21.0 % 21.0 % Income attributable to non-controlling interests and nontaxable income ( 0.2 ) ( 2.3 ) ( 5.5 ) State income taxes, net of federal benefit 3.3 2.9 2.4 Loss on impairment ( 11.4 ) — — Other ( 4.7 ) 0.4 0.8 Effective income tax rate 8.0 % 22.0 % 18.7 % 95 Table of Contents Details of the Company’s deferred tax assets and liabilities are as follows: ($ in thousands) September 30, 2023 September 30, 2022 Deferred tax assets: Investment in partnerships $ 23,619 $ — Tax receivable agreement 10,702 11,609 Net operating loss 1,557 — Other — 3 Total 35,878 11,612 Valuation allowance — — Total deferred tax assets 35,878 11,612 Deferred tax liabilities: Investment in partnerships $ — $ 2,410 Fixed assets 107 66 Intangibles 703 703 Other 2 — Total deferred tax liabilities 812 3,179 Deferred tax assets, net $ 35,066 $ 8,433 The Company had federal net operating loss carryforwards from underlying corporate entities of approximately $ 6 million resulting in a deferred tax asset of $ 1.6 million. The U.S. federal net operating loss carryforwards have no expiration but can only be used to offset up to 80% of future taxable income annually. The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will fully realize our deferred tax assets in the future. The Company has not recorded a valuation allowance. As of September 30, 2023 and 2022, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination in the US Federal and certain state tax jurisdictions for the tax years beginning with the year ended December 31, 2020. In November 2022, the Company received notification that the IRS intended to commence an audit of the federal income tax return of OneWater LLC’s partnership for the tax year ended December 31, 2020. The audit is ongoing and the outcome and timing of settlements of asserted income tax liabilities, if any, are subject to significant uncertainty. Tax Receivable Agreement In connection with the IPO, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the owners of OneWater LLC. As of September 30, 2023 and 2022, our liability under the Tax Receivable Agreement was $ 43.1 million and $ 46.4 million, respectively, representing 85 % of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)). The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability to make payments under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations. 96 Table of Contents 16. Contingencies and Commitments Employment Agreements The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies. Claims and Litigation The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, if decided adversely, will have a material adverse effect on its financial condition, results of operations or cash flows. Additionally, based on the Company’s review of the various types of claims currently known, there is no indication of a material reasonably possible loss in excess of amounts accrued. The Company currently does not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on the Company’s financial condition, liquidity or results of operations. Risk Management The Company is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions and natural disasters for which the Company carries commercial insurance. There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage in the past years. 17. Leases The Company leases real estate and equipment under operating lease agreements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. For leases with terms in excess of 12 months, we record a right-of-use (“ROU”) asset and lease liability based on the present value of lease payments over the lease term. We do not have any significant leases that have not yet commenced that create significant rights and obligations for us. The Company has elected the practical expedient not to separate lease and non- lease components for all leases that qualify. Our real estate and equipment leases often require payment of maintenance, real estate taxes and insurance. These costs are generally variable and based on actual costs incurred by the lessor. These amounts are not included in the consideration of the contract when determining the ROU asset and lease liability but are reflected as variable lease payments. Most leases include one or more options to renew, with renewal terms that can extend the lease from one to ten or more years. The exercise of the lease renewal option is typically at our sole discretion. If it is reasonably certain that we will exercise the option to renew, the period covered by the options are included in the lease term and are recognized as part of our ROU assets and lease liabilities. Certain leases include the option to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised. As of September 30, 2023, our weighted-average lease term on operating leases was 9.9 years. Certain of our lease agreements include rental payments based on percentage of retail sales over contractual levels and others include rental payments adjusted periodically based on index rates. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. When available, the implicit rate is utilized to discount lease payments to present value; however, none of our leases provide a readily determinable implicit rate, therefore we use our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. As of September 30, 2023, our weighted average discount rate on operating leases was 5.1 %. 97 Table of Contents The following table provides certain information related to lease costs for operating leases: For the Years Ended September 30, ($ in thousands) 2023 2022 2021 Operating lease cost $ 21,332 $ 18,092 $ 12,059 Short-term and variable lease cost 6,062 4,466 3,002 $ 27,394 $ 22,558 $ 15,061 The following table presents supplemental cash flow information for leases: For the Years Ended September 30, ($ in thousands) 2023 2022 2021 Cash paid for amounts included in measurement of lease liabilities: Operating cash flows from operating leases $ 20,704 $ 17,436 $ 11,905 Right-of-use assets obtained in exchange for new operating lease liabilities $ 27,128 $ 48,310 $ 25,555 The following table provides the maturities of our operating lease liabilities as of September 30, 2023: ($ in thousands) Operating Leases Year ending September 30, 2024 $ 20,898 2025 20,255 2026 18,547 2027 17,015 2028 17,481 Thereafter 84,388 Total minimum lease payments 178,584 Less: Present value adjustment ( 40,706 ) Operating lease liabilities $ 137,878 18. Related Party Transactions In accordance with agreements approved by the Board of Directors, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with the Company. For the years ended September 30, 2023, 2022 and 2021, $ 94.3 million, $ 84.2 million and $ 78.4 million, respectively, in total purchases were incurred under these arrangements. In accordance with agreements approved by the Board of Directors, certain entities affiliated with the Company receive fees for rent of commercial property. For the years ended September 30, 2023, 2022 and 2021, $ 2.1 million, $ 2.8 million and $ 2.3 million, respectively, in total expenses were incurred under these arrangements. Additionally, see Note 4 for information regarding a sale and leaseback transaction with an entity affiliated with the Company in connection with an acquisition by the Company. In accordance with agreements approved by the Board of Directors, the Company received fees from certain entities and individuals affiliated with the Company for goods and services. For the years ended September 30, 2023, 2022 and 2021, $ 1.1 million, $ 6.3 million and $ 1.9 million, respectively, were recorded under these arrangements. In accordance with agreements approved by the Board of Directors, the Company made payments to certain entities and individuals affiliated with the Company for goods and services. For the years ended September 30, 2023, 2022 and 2021, $ 0.1 million, $ 0.2 million and $ 0.2 million, respectively, were recorded under these arrangements. In connection with transactions noted above, the Company was due $ 2.0 million, as recorded within accounts receivable as of September 30, 2022. No amounts were due to the Company as of September 30, 2023. Additionally, the Company owed $ 4.7 million and $ 0.2 million as recorded within accounts payable at September 30, 2023 and 2022, respectively. 98 Table of Contents 19. Segment Information Effective August 9, 2022, our reportable segments changed as a result of the Company’s acquisition of Ocean Bio-Chem, which changed managements reporting structure and operating activities. We now report our operations through two reportable segments: (1) Dealerships and (2) Distribution. See Note 2 for more information about our segments. Reportable segment financial information for the years ended September 30, 2023 and 2022 is as follows: As of and for the Year Ended September 30, 2023 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 1,755,423 $ 181,083 $ ( 196 ) $ 1,936,310 Income from Operations 163,229 ( 145,154 ) ( 8 ) 18,067 Depreciation and amortization 10,731 16,058 — 26,789 Transaction costs 1,587 252 — 1,839 Change in fair value of contingent consideration ( 1,893 ) 289 — ( 1,604 ) Loss on impairment 6,500 140,902 — 147,402 Total assets 1,435,023 254,164 ( 28 ) 1,689,159 As of and for the Year Ended September 30, 2022 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 1,608,972 $ 135,850 $ — $ 1,744,822 Income from Operations 211,401 6,432 — 217,833 Depreciation and amortization 7,628 8,668 — 16,296 Transaction costs 5,347 2,377 — 7,724 Change in fair value of contingent consideration 10,189 191 — 10,380 Total assets 1,078,457 418,971 — 1,497,428 20. Subsequent events Management evaluated events occurring subsequent to September 30, 2023 and other than as noted below determined that no material recognizable subsequent events occurred. On October 31, 2023, the Company exercised its right to acquire the remaining 20 % economic interest in Quality Boats and, as a result, the Company now owns 100 % of the economic interest in Quality Boats. On November 14, 2023, the Company entered into the Eighth Amended and Restated Inventory Financing Agreement (the "Inventory Financing Facility") to, among other things, increase the maximum borrowing amount available to $ 650.0 million. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers with interest calculated using the Adjusted 30-Day Average SOFR plus an applicable margin. The other terms of the agreement remained largely unchanged. The Inventory Financing Facility expires on March 1, 2026. 99 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. None.