onew-20241231

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

FORM 10-Q

________________________________________________________


þ			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2024


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 001-39213

OneWater Marine Inc.

(Exact name of registrant as specified in its charter)


Delaware			83-4330138
(State or other jurisdiction of incorporation or organization)			(IRS Employer Identification No.)

6275 Lanier Islands Parkway Buford, Georgia			30518
(Address of principal executive offices)			(Zip code)

(Registrant’s telephone number, including area code): (678) 541-6300

________________________________________________________

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange on Which Registered

Class A common stock, par value $0.01 per share

ONEW

The Nasdaq Global Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.x Yes o No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). x Yes o No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes x No

The registrant had 16,028,219 shares of Class A common stock, par value $0.01 per share, and 284,896 shares of Class B common stock, par value $0.01 per share, outstanding as of January 24, 2025.

ONEWATER MARINE INC.

FORM 10-Q

FOR THE QUARTER ENDED DECEMBER 31, 2024

TABLE OF CONTENTS


		Page
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS		3
PART I – FINANCIAL INFORMATION		5
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	5
	Condensed Consolidated Balance Sheets as of December 31, 2024 and September 30, 2024	5
	Condensed Consolidated Statements of Operations for the Three Months Ended December 31, 2024 and December 31, 2023	6
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended December 31, 2024 and December 31, 2023	7
	Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended December 31, 2024 and December 31, 2023	8
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended December 31, 2024 and December 31, 2023	9
	Notes to the Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	38
Item 4.	Controls and Procedures	39
PART II – OTHER INFORMATION		39
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40
Item 3.	Defaults Upon Senior Securities	40
Item 4.	Mine Safety Disclosures	40
Item 5.	Other Information	40
Item 6.	Exhibits	41

Table of Content

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-Q includes “forward-looking statements.” All statements, other than statements of historical fact included in this Quarterly Report on Form 10-Q, regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on our current expectations and assumptions about future events and are based on currently available information as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements described under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business” included in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 10, 2024, and under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report on Form 10-Q. These forward-looking statements are based on management’s current belief, based on currently available information, as to the outcome and timing of future events.

Forward-looking statements may include statements about:

•general economic conditions, including changes in employment levels, rates of inflation, consumer demand, preferences and confidence levels, fuel prices, levels of discretionary income, and consumer spending patterns;

•economic conditions in certain geographic regions in which we primarily generate our revenue;

•credit markets and the availability and cost of borrowed funds;

•our business strategy, including acquisitions and Dealership same-store growth;

•our ability to integrate acquisitions or conduct dispositions;

•competition;

•our ability to maintain our relationships with manufacturers, including meeting the requirements of our dealer agreements and receiving the benefits of certain manufacturer incentives;

•changes in industry seasonality and changes in demand for our products and our ability to maintain acceptable pricing for our products and services, including financing, insurance and extended service contracts;

•effects of an inflationary environment on the cost of the products we sell and personnel and other expenses that are incurred within our operations;

•our ability to finance working capital and capital expenditures;

•our operating cash flows, the availability of capital and our liquidity;

•our future revenue, Dealership same-store sales, income, financial condition, and operating performance;

•our ability to sustain and improve our utilization, revenue and margins;

•seasonality and inclement weather such as hurricanes, tornadoes, other severe storms, fire and floods, generally and in certain geographic regions in which we primarily generate our revenue;

•any potential tax savings we may realize as a result of our organizational structure;

•our future operating results and profitability; and

•plans, objectives, expectations and intentions contained in this Form 10-Q that are not historical.

Table of Content

We caution you that these forward-looking statements are subject to all of the risks and uncertainties, most of which are difficult to predict and many of which are beyond our control. Should one or more of the risks or uncertainties occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those expressed in any forward-looking statements. These risks include, but are not limited to:

•decline in demand for our products and services;

•the seasonality and volatility of the boat industry;

•general domestic and international political and regulatory conditions, including changes in tax or fiscal policy;

•environmental conditions and real or perceived human health or safety risks;

•our acquisition strategies and our ability to integrate additional marine retailers;

•effects of industry-wide supply chain challenges and our ability to manage our inventory;

•any global public health concerns, including, for example, our ability to safely operate our locations, access to inventory, and customer demand;

•our ability to retain key personnel and the effects of labor shortages;

•the inability to comply with the financial and other covenants and metrics in our credit facilities;

•cash flow and access to capital;

•the timing of development expenditures; and

• the other risks described under “Risk Factors” and discussed elsewhere in our Annual Report on Form 10-K for the year ended September 30, 2024 and discussed elsewhere in this Quarterly Report on Form 10-Q.

All forward-looking statements, expressed or implied, included in this Quarterly Report on Form 10-Q are expressly qualified in their entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written or oral forward-looking statements that we or persons acting on our behalf may issue.

Any forward-looking statement that we make in this Quarterly Report on Form 10-Q speaks only as of the date of such statement. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Quarterly Report on Form 10-Q.

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PART I – FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

ONEWATER MARINE INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except par value and share data)

(Unaudited)


	December 31, 2024		September 30, 2024
ASSETS
CURRENT ASSETS:
Cash	$	22,711	$	16,849
Restricted cash	13,847		10,488
Accounts receivable, net	56,912		73,269
Inventories	636,676		590,838
Prepaid expenses and other current assets	67,328		85,922
Total current assets	797,474		777,366
Property and equipment, net	91,499		93,224
Operating lease right-of-use assets	136,275		138,829
Other long-term assets	4,911		1,299
Deferred tax assets, net	41,154		37,278
Intangible assets, net	203,631		205,391
Goodwill	336,602		336,602
Total assets	$	1,611,546	$	1,589,989
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	29,266	$	32,106
Other payables and accrued expenses	38,055		42,116
Customer deposits	53,454		63,955
Notes payable – floor plan	490,107		443,386
Current portion of operating lease liabilities	15,752		15,704
Current portion of long-term debt, net	15,672		7,874
Current portion of tax receivable agreement liability	2,578		2,578
Total current liabilities	644,884		607,719
Other long-term liabilities	9,105		12,563
Tax receivable agreement liability	38,019		38,019
Long-term operating lease liabilities	123,330		126,001
Long-term debt, net	412,590		414,934
Total liabilities	1,227,928		1,199,236
COMMITMENTS AND CONTINGENCIES (Note 15)
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of December 31, 2024 and September 30, 2024	—		—
Class A common stock, $0.01 par value, 40,000,000 shares authorized, 14,847,008 and 14,686,696 shares issued and outstanding as of December 31, 2024 and September 30, 2024, respectively	148		147
Class B common stock, $0.01 par value, 10,000,000 shares authorized, 1,429,940 shares issued and outstanding as of December 31, 2024 and September 30, 2024	14		14
Additional paid-in capital	203,267		202,921
Retained earnings	147,654		159,625
Accumulated other comprehensive income (loss)	3,694		(1,897)
Total stockholders’ equity attributable to OneWater Marine Inc.	354,777		360,810
Equity attributable to non-controlling interests	28,841		29,943
Total stockholders’ equity	383,618		390,753
Total liabilities and stockholders’ equity	$	1,611,546	$	1,589,989

Table of Content

ONEWATER MARINE INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands except per share data)

(Unaudited)


	Three Months Ended December 31,
	2024		2023
Revenues:
New boat	$	247,997	$	241,084
Pre-owned boat	56,798		53,283
Finance & insurance income	9,400		7,360
Service, parts & other	61,619		62,286
Total revenues	375,814		364,013

Cost of sales:
New boat	211,121		196,403
Pre-owned boat	45,582		41,346
Service, parts & other	35,057		34,821
Total cost of sales	291,760		272,570

Selling, general and administrative expenses	79,060		79,599
Depreciation and amortization	5,315		4,222
Transaction costs	559		579
Change in fair value of contingent consideration	242		572
Restructuring and impairment	851		—
(Loss) income from operations	(1,973)		6,471

Other expense (income):
Interest expense – floor plan	7,026		7,812
Interest expense – other	8,988		9,152
Other expense (income), net	887		(247)
Total other expense, net	16,901		16,717
Net loss before income tax benefit	(18,874)		(10,246)
Income tax benefit	(5,262)		(2,276)
Net loss	(13,612)		(7,970)
Net (income) attributable to non-controlling interests	—		(119)
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC	1,641		919
Net loss attributable to OneWater Marine Inc.	$	(11,971)	$	(7,170)

Net loss per share of Class A common stock – basic	$	(0.81)	$	(0.49)
Net loss per share of Class A common stock – diluted	$	(0.81)	$	(0.49)

Basic weighted-average shares of Class A common stock outstanding	14,831		14,540
Diluted weighted-average shares of Class A common stock outstanding	14,831		14,540

Table of Content

ONEWATER MARINE INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands)

(Unaudited)


	For the Three Months Ended December 31,
	2024		2023
Net loss	$	(13,612)	$	(7,970)
Other comprehensive income (loss):
Foreign currency translation adjustment	20		(9)
Change in fair value of interest rate swaps, net of reclassification adjustment	7,289		—
Income tax expense associated with other comprehensive income items	(1,179)		—
Comprehensive loss	(7,482)		(7,979)
Net (income) attributable to non-controlling interests	—		(119)
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC	1,641		919
Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC	(2)		1
Change in fair value of interest rate swaps, net of reclassification adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC	(640)		—
Income tax expense associated with other comprehensive income items attributable to non-controlling interest of One Water Marine Holdings, LLC	103		—
Comprehensive loss attributable to OneWater Marine Inc.	$	(6,380)	$	(7,178)

Table of Content

ONEWATER MARINE INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands)

(Unaudited)


	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, 2024	14,687	$	147	1,430	$	14	$	202,921	$	159,625	$	29,943	$	(1,897)	$	390,753
Net loss	—	—		—	—		—		(11,971)		(1,641)		—		(13,612)
Shares issued upon vesting of equity-based awards, net of tax withholding	160	1		—	—		(1,824)		—		—		—		(1,823)
Equity-based compensation	—	—		—	—		2,170		—		—		—		2,170
Currency translation adjustment	—	—		—	—		—		—		2		18		20
Change in fair value of interest rate swaps, net of reclassification adjustment and $1.2 million tax expense	—	—		—	—		—		—		537		5,573		6,110
Balance at December 31, 2024	14,847	$	148	1,430	$	14	$	203,267	$	147,654	$	28,841	$	3,694	$	383,618


	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, 2023	14,420	$	144	1,430	$	14	$	193,018	$	165,432	$	55,469	$	1	$	414,078
Net loss	—	—		—	—		—		(7,170)		(800)		—		(7,970)
Distributions to members	—	—		—	—		—		—		(3,789)		—		(3,789)

SEC Form 10-Q filed by OneWater Marine Inc.