OneWater Marine Inc
For the period ended Mar 31, 2024. Filed May 3, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2024 · Filed May 3, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2023-12-31; filed 2024-02-02.
0001772921-24-000018
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-03-31; filed 2024-05-03.
0001772921-24-000037
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 144 previous paragraphs and 188 current paragraphs.
91 unchanged; 44 reworded; 43 added; 8 removed; 1 previous and 10 current paragraphs rearranged.
Tables are not compared: 4 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (43)
Current report
New boat sales decreased by $28.0 million, or 7.9%, to $327.3 million for the three months ended March 31, 2024 from $355.3 million for the three months ended March 31, 2023. The decrease was primarily attributable to the decrease in average sales price resulting from a shift in sales mix and a decrease in the unit sales resulting from the continued normalization of seasonality following the COVID-19 pandemic.
Current report
Overall, gross profit decreased by $26.3 million, or 18.0%, to $120.4 million for the three months ended March 31, 2024 from $146.7 million for the three months ended March 31, 2023. This decrease was primarily due to industry normalization of margins following the COVID-19 pandemic. Overall gross margins decreased 340 basis points to 24.6% for the three months ended March 31, 2024 from 28.0% for the three months ended March 31, 2023 due to the factors noted below. Gross profit margin forthe three months ended March 31, 2024 is tracking in line with pre-COVID seasonal metrics.
Current report
Selling, general and administrative expenses decreased by $3.7 million, or 4.1%, to $86.5 million for the three months ended March 31, 2024 from $90.2 million for the three months ended March 31, 2023. This decrease was primarily due to our variable cost structure, including a decrease in commissions, as a result of declining gross margins. Selling, general and administrative expenses as a percentage of revenue increased to 17.7% from 17.2% for the three months ended March 31, 2024 and 2023, respectively, and was driven by lower revenues.
Current report
Restructuring and impairment
Current report
During the three months ended March 31, 2024, we made proactive changes to better align our cost structure with the normalization of sales and margins and accordingly, recognized a loss of $11.8 million related to the restructuring activities. Restructuring charges include amounts related to the reduction of headcount, closure of select satellite locations, termination of certain manufacturer relationships, and abandonment of certain in-process information and technology ("IT") related projects.
Current report
Other Expense (Income), Net
Current report
Other expense (income), net changed by $2.7 million, or 1433.2%, to $2.5 million of expense for the three months ended March 31, 2024 compared to $0.2 million of income for the three months ended March 31, 2023. The change was primarily related to $2.2 million in expenses recognized for two separate EF3 tornado events that significantly impacted our operations in Russel's Point, Ohio and Panama City Beach, Florida during the three months ended March 31, 2024.
Current report
Results of Operations
Current report
Six Months Ended March 31, 2024, Compared to Six Months Ended March 31, 2023
Current report
Revenue
Current report
Overall, revenue decreased by $38.7 million, or 4.3%, to $852.3 million for the six months ended March 31, 2024 from $891.0 million for the six months ended March 31, 2023. Revenue decreased primarily due to the sale of Roscioli Yachting Center and Lookout Marine in September 2023, the continued normalization of seasonality following the COVID-19 pandemic and a decrease in sales to OEMs in our Distribution segment as OEM production has slowed. Overall the revenue decline was attributable to a $17.9 million decrease in service, parts & other sales and a $19.3 million decrease in new boat sales for the six months ended March 31, 2024 compared to the six months ended March 31, 2023.
Current report
New Boat Sales
Current report
New boat sales decreased by $19.3 million, or 3.3%, to $568.4 million for the six months ended March 31, 2024 from $587.7 million for the six months ended March 31, 2023. The decrease was primarily attributable to the decrease in unit sales resulting from the continued normalization of seasonality following the COVID-19 pandemic.
Current report
Pre-owned Boat Sales
Current report
Finance & Insurance Income
Current report
Service, Parts & Other Sales
Current report
Service, parts & other sales decreased by $17.9 million, or 12.1%, to $129.9 million for the six months ended March 31, 2024 from $147.9 million for the six months ended March 31, 2023. The decrease in service, parts & other sales is primarily due to a reduction in parts and accessories sold to OEMs as boat manufacturers have cut significantly back on production. Additionally, our 2023 Dispositions, specifically Roscioli Yachting Center, contributed to the decline. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $70.6 million and $85.9 million for the six months ended March 31, 2024 and 2023, respectively.
Current report
New Boat Gross Profit
Current report
New boat gross profit decreased by $32.6 million, or 23.8%, to $104.8 million for the six months ended March 31, 2024 from $137.4 million for the six months ended March 31, 2023. This decrease was primarily due to the decrease in new boat gross profit margin. New boat gross profit margin was 18.4% for the six months ended March 31, 2024 as compared to 23.4% in the six months ended March 31, 2023. The decrease in new boat gross profit margin is due primarily to the continued normalization of new boat pricing following the COVID-19 pandemic. Gross profit margin for the six months ended March 31, 2024 is tracking in line with pre-COVID seasonal metrics.
Current report
Pre-owned Boat Gross Profit
Current report
Pre-owned boat gross profit decreased by $4.9 million, or 14.9%, to $27.8 million for the six months ended March 31, 2024 from $32.7 million for the six months ended March 31, 2023. The decrease in pre-owned boat gross profit was primarily driven by a decrease in brokerage and consignment sales, as well as the decrease in pre-owned boat gross profit margin as a result of continued normalization of pre-owned boat pricing following the COVID-19 pandemic. Pre-owned boat gross profit margin was 21.1% and 24.9% for the six months ended March 31, 2024 and 2023, respectively. Gross profit margin for the six months ended March 31, 2024 is tracking in line with pre-COVID seasonal metrics.
Current report
Finance & Insurance Gross Profit
Current report
Finance & insurance gross profit decreased by $2.2 million, or 8.9% to $22.1 million for the six months ended March 31, 2024 from $24.3 million for the six months ended March 31, 2023. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Current report
Service, Parts & Other Gross Profit
Current report
Service, parts & other gross profit decreased by$5.2 million, or 8.3%, to$57.2 million for thesix months ended March 31, 2024 from$62.3 million for thesix months ended March 31, 2023. The decrease in gross profit was primarily the result of our 2023 Dispositions, specifically Roscioli Yachting Center, as well as a reduction in sales in our Distribution segment. These reductions were partially offset by the increase in service, parts & other gross profit margin. The increase in gross profit margin was due to a shift in mix of parts sales towards a higher concentration of aftermarket customers as compared to OEMs as well as a shift in the overall mix towards labor which is higher margin. Service, parts & other gross profit margin was 44.0% and 42.2% for thesix months ended March 31, 2024 and 2023, respectively.
Current report
Depreciation and Amortization
Current report
Transaction Costs
Current report
Restructuring and impairment
Current report
During the six months ended March 31, 2024, we made proactive changes to better align our cost structure with the normalization of sales and margins and accordingly, recognized a loss of $11.8 million related to the restructuring activities. Restructuring charges include amounts related to the reduction of headcount, closure of select satellite locations, termination of certain manufacturer relationships, and abandonment of certain in-process IT related projects.
Current report
Income from Operations
Current report
Income from operations decreased $55.1 million, or 73.1%, to $20.3 million for the six months ended March 31, 2024 compared to $75.4 million for the six months ended March 31, 2023. The decrease was primarily attributable to the $44.9 million decrease in gross profit for the six months ended March 31, 2024 as compared to the six months ended March 31, 2023, in addition to the $11.8 million in restructuring and impairment expenses during the six months ended March 31, 2024.
Current report
Interest Expense – Floor Plan
Current report
Interest Expense – Other
Current report
Interest expense – other increased by $2.2 million, or 13.3%, to $18.3 million for the six months ended March 31, 2024 compared to $16.2 million for the six months ended March 31, 2023. The increase in interest expense – other was primarily related to higher interest rates.
Current report
Other Expense (Income), Net
Current report
Other expense (income), net changed by $3.1 million, or 371.9%, to $2.2 million of expense for the six months ended March 31, 2024 compared to $0.8 million of income for the six months ended March 31, 2023. The change was primarily related to $2.2 million in expenses recognized for two separate EF3 tornado events that significantly impacted our operations in Russel's Point, Ohio and Panama City Beach, Florida during the six months ended March 31, 2024.
Current report
Income Tax (Benefit) Expense
Current report
Income tax (benefit) expense changed by $15.5 million, or 136.3%, to a $4.1 million income tax benefit for the six months ended March 31, 2024 compared to $11.3 million of income tax expense for the six months ended March 31, 2023. The change was primarily attributable to the 133.3% decrease in income before income tax expense for the six months ended March 31, 2024 as compared to the six months ended March 31, 2023.
Current report
Net (Loss) Income
Current report
Net (loss) income decreased by $50.9 million to a $12.5 million loss for the six months ended March 31, 2024 compared to $38.5 million of income for the six months ended March 31, 2023. The decrease was primarily attributable to the $55.1 million decrease in income from operations, the $2.2 million increase in interest expense – other, the $6.1 million increase in interest expense – floor plan and the $3.1 million change in other expense (income), net, partially offset by the $15.5 million change in income tax (benefit) expense for the six months ended March 31, 2024 compared to the six months ended March 31, 2023.
Showing the first 40 of 43 passages. Open the source sections for the rest.
Removed paragraphs (8)
Previous report
Impact of COVID-19
Previous report
Gross Profit
Previous report
Selling, General and Administrative Expenses
Previous report
New boat sales increased by $8.7 million, or 3.7%, to $241.1 million for the three months ended December 31, 2023 from $232.4 million for the three months ended December 31, 2022. The increase was primarily attributable to the increase in average sales price resulting from an increase in large boat sales.
Previous report
Gross Profit
Previous report
Selling, General & Administrative Expenses
Previous report
Other (Income) Expense, Net
Previous report
Other (income) expense, net decreased by $0.4 million, or 61.3%, to $0.2 million of income for the three months ended December 31, 2023 compared to $0.6 million of income for the three months ended December 31, 2022. The decrease was primarily related to the change in foreign currency gains recognized during the three months ended December 31, 2023 compared to the three months ended December 31, 2022, as a result of changing exchange rates.
Reworded paragraphs (44)
Previous wording
We believe that we are one of the largest and fastest-growing marine retailers in the United States with 98 dealerships,10 distribution centers/warehouses and multiple online marketplaces as of December 31, 2023. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem significantly expanded our sales of marine parts and accessories. The combination of our significant scale, diverse inventory, access to premium boat brands, access to a broad array of parts and accessories, and meaningful brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and Dealership same-store sales growth.
Current wording
We believe that we are one of the largest and fastest-growing marine retailers in the United States with 95 dealerships,10 distribution centers/warehouses and multiple online marketplaces as of March 31, 2024. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. The acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc. ("Ocean Bio-Chem")) significantly expanded our sales of marine parts and accessories. The combination of our significant scale, diverse inventory, access to premium boat brands, access to a broad array of parts and accessories, and meaningful brand equity enables us to provide a consistently professional experience as reflected in the number of our repeat customers and Dealership same-store sales growth.
Previous wording
As of December 31, 2023, the Dealerships segment includes operations of 98 dealerships in 18 states including Florida, Texas, Alabama and Georgia, among others, and represents approximately 91% of revenues for the three months ended December 31, 2023. The Dealerships segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine-related parts and accessories and offers slip and storage accommodations in certain locations. In fiscal year 2023, we sold over 10,000 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enables us to provide a consistently professional experience as reflected by the number of our repeat customers and Dealership same-store sales growth.
Current wording
As of March 31, 2024, the Dealerships segment includes operations of 95 dealerships in 18 states including Florida, Texas, Alabama and Georgia, among others, and represents approximately 92% of revenues for the three and six months ended March 31, 2024, respectively. The Dealerships segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine-related parts and accessories and offers slip and storage accommodations in certain locations. In fiscal year 2023, we sold over 10,000 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enables us to provide a consistently professional experience as reflected by the number of our repeat customers and Dealership same-store sales growth.
Previous wording
As of December 31, 2023, the Distribution segment includes the activity of three of our fully-owned businesses, PartsVu, Ocean Bio-Chem and T-H Marine and its subsidiaries, which together operate 10 distribution centers/warehouses in Alabama, Florida, Oklahoma, Indiana and Tennessee and represents approximately 9% of revenues for the three months ended December 31, 2023. The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine-related products for sale to distributors, big box retailers, online retailers and direct to consumers. We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries. All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations.
Current wording
As of March 31, 2024, the Distribution segment includes the activity of three of our fully-owned businesses, PartsVu, Ocean Bio-Chem, T-H Marine and their subsidiaries, which together operate 10 distribution centers/warehouses in Alabama, Florida, Oklahoma, Indiana and Tennessee and represents approximately 8% of revenues for the three and six months ended March 31, 2024, respectively. The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine-related products for sale to distributors, big box retailers, online retailers and direct to consumers. We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries. All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations.
Previous wording
The boat dealership market is highly fragmented and is comprised of approximately 4,000 dealerships nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores; however, we do have other large competitors including MarineMax and Bass Pro Shops. We believe we are one of the largest and fastest growing marine retailers in the United States. Despite our size, we comprise less than 3% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts and other sales. The acquisitions of T-H Marine and Ocean Bio-Chem have significantly expanded our sales of marine parts & accessories. Our strategic growth in this area is also expected to materially expand our addressable market in the parts and accessories business. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high margin service, parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.
Current wording
The boat dealership market is highly fragmented and is comprised of approximately 4,000 dealerships nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores; however, we do have other large competitors including MarineMax and Bass Pro Shops. Despite our size, we comprise less than 3% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts and other sales. The acquisitions of T-H Marine and Ocean Bio-Chem have significantly expanded our sales of marine parts & accessories. Our strategic growth in this area is also expected to materially expand our addressable market in the parts and accessories business. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high margin service, parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.
Previous wording
General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of a global pandemic, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes and other storms, environmental conditions, and global public health concerns and events could adversely affect our 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 our business.
Current wording
General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of a global pandemic, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes, tornadoes, and other storms, environmental conditions, and global public health concerns and events have and could adversely affect our 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 our business.
Previous wording
The COVID-19 pandemic and its related effects positively impacted our sales as more customers desired to engage in outdoor recreational activities in a socially distanced manner. However, the COVID-19 pandemic also caused significant supply chain challenges as suppliers were faced with business closures and shipping delays. This led to an industry wide inventory shortage of boats, engines and certain marine parts. As of December 31, 2023, we have seen considerable improvements in the supply chain and believe we are returning to the more traditional seasonal cycles of our business. The ultimate impact of a resurgence of COVID-19 or another global pandemic and its related effects remains uncertain and depends on various factors including consumer demand, our ability to safely operate locations and the existence and extent of a prolonged economic downturn.
Current wording
The COVID-19 pandemic and its related effects positively impacted our sales and gross profit margins as more customers desired to engage in outdoor recreational activities in a socially distanced manner. However, the COVID-19 pandemic also caused significant supply chain challenges as suppliers were faced with business closures and shipping delays. This led to an industry wide inventory shortage of boats, engines and certain marine parts. As of March 31, 2024, we have seen considerable improvements in the supply chain and believe we are returning to the more traditional seasonal cycles of our business which has led to the normalization of our inventory levels and gross profit margins in line with pre-COVID seasonal metrics.
Previous wording
We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance & insurance products, repair and maintenance services, and parts and accessories sales. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well-positioned to generate revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have all historically increased during periods of economic uncertainty. We generate pre-owned sales from boats traded-in for new and pre-owned boats, boats purchased from customers, brokerage transactions, consignment sales and wholesale sales. We continue to focus on all aspects of our business including non-boat sales of finance & insurance products, repair and maintenance services, and parts and accessories. Although non-boat sales contributed 19.1% and 21.4% to revenue in the three months ended December 31, 2023 and 2022, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 38.1% and 34.0% to gross profit in the three months ended December 31, 2023 and 2022, respectively. We have also diversified our business across geographies, dealership types (e.g., fresh water and salt water), and product offerings (e.g., focus on parts and accessories businesses through PartsVu, T-H Marine and Ocean Bio-Chem) in order to reduce the effects of seasonality and cyclicality of our business. In addition to seasonality, revenue and operating results may be significantly affected by quarter-to-quarter changes in economic conditions, manufacturer incentive programs, adverse weather conditions and other developments outside of our control.
Current wording
We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance & insurance products, repair and maintenance services, and parts and accessories sales. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well-positioned to generate revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have all historically increased during periods of economic uncertainty. We generate pre-owned sales from boats traded-in for new and pre-owned boats, boats purchased from customers, brokerage transactions, consignment sales and wholesale sales. We continue to focus on all aspects of our business including non-boat sales of finance & insurance products, repair and maintenance services, and parts and accessories. Although non-boat sales contributed 16.9% and 17.9% to revenue in the three months ended March 31, 2024 and 2023, respectively, and 17.8% and 19.3% to revenue in the six months ended March 31, 2024 and 2023, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 36.9% and 33.6% to gross profit in the three months ended March 31, 2024 and 2023, respectively, and 37.4% and 33.7% to gross profit in the six months ended March 31, 2024 and 2023, respectively. We have also diversified our business across geographies, dealership types (e.g., fresh water and salt water), and product offerings (e.g., focus on parts and accessories businesses through PartsVu, T-H Marine and Ocean Bio-Chem) in order to reduce the effects of seasonality and cyclicality of our business. In addition to seasonality, revenue and operating results may be significantly affected by quarter-to-quarter changes in economic conditions, manufacturer incentive programs, adverse weather conditions and other developments outside of our control.
Previous wording
We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, loss on extinguishment of debt and transaction costs. See ‘‘—Comparison of Non-GAAP Financial Measure’’ for more information and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.
Current wording
We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, loss on extinguishment of debt, transaction costs, stock-based compensation and restructuring and impairment. See ‘‘—Comparison of Non-GAAP Financial Measure’’ for more information and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.
Previous wording
We refer to the fiscal year 2023 acquisitions described above collectively as the “2023 Acquisitions.” The acquisition of Taylor Marine Centers is fully reflected in our unaudited Condensed Consolidated Statements of Operations for the three months ended December 31, 2022. The acquisition of Harbor View Marine is partially reflected in our unaudited Condensed Consolidated Statements of Operations for the three months ended December 31, 2022. The acquisition of Harbor Pointe Marina is not reflected in our unaudited Condensed Consolidated Statements of Operations for the three months ended December 31, 2022.
Current wording
We refer to the fiscal year 2023 acquisitions described above collectively as the “2023 Acquisitions.” The acquisition of Taylor Marine Centers is fully reflected in our unaudited Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2023. The acquisition of Harbor View Marine is fully reflected in our unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2023 and partially reflected for the six months ended March 31, 2023. The acquisition of Harbor Pointe Marina is not reflected in our unaudited Condensed Consolidated Statements of Operations for the three and six months ended March 31, 2023.
Previous wording
•There were no dispositions during the three months ended December 31, 2023.
Current wording
•There were no dispositions during the six months ended March 31, 2024.
Previous wording
We refer to the fiscal year 2023 dispositions described above collectively as the “2023 Dispositions.” The 2023 Dispositions are fully reflected in our consolidated financial statements for the three months ended December 31, 2022.
Current wording
We refer to the fiscal year 2023 dispositions described above collectively as the “2023 Dispositions.” The 2023 Dispositions are fully reflected in our consolidated financial statements for the three and six months ended March 31, 2023.
Previous wording
Overall, revenue decreased by $2.6 million, or 0.7%, to $364.0 million for the three months ended December 31, 2023 from $366.7 million for the three months ended December 31, 2022. Revenue decreased primarily due to the sale of Roscioli Yachting Center and Lookout Marine in September 2023. Additionally, the decrease was related to the continued normalization of seasonality following the COVID-19 pandemic, partially offset by acquisitions completed last year. Overall the revenue decline was attributable to a $7.3 million decrease in service, parts & other sales and a $2.5 million decrease in pre-owned boat sales, partially offset by a $8.7 million increase innew boat sales for the three months ended December 31, 2023 compared to the three months ended December 31, 2022.
Current wording
Overall, revenue decreased by $36.0 million, or 6.9%, to $488.3 million for the three months ended March 31, 2024 from $524.3 million for the three months ended March 31, 2023. Revenue decreased due to the sale of Roscioli Yachting Center and Lookout Marine in September 2023. Additionally, the decrease was related to the continued normalization of seasonality following the COVID-19 pandemic, as well as a decrease in sales to original equipment manufacturers ("OEMs") in our Distribution segment as OEM production has slowed. Overall the revenue decline was attributable to a $28.0 million decrease innew boat sales and a $10.7 million decrease in service, parts & other sales, partially offset by a $3.3 million increase in pre-owned boat sales for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
Previous wording
Pre-owned boat sales decreased by $2.5 million, or 4.5%, to $53.3 million for the three months ended December 31, 2023 from $55.8 million for the three months ended December 31, 2022. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The decrease in pre-owned boat sales was primarily attributable to the decrease in brokerage and consignment sales, partially offset by the increase in pre-owned sales from trade-ins.
Current wording
Pre-owned boat sales increased by $3.3 million, or 4.3%, to $78.6 million for the three months ended March 31, 2024 from $75.4 million for the three months ended March 31, 2023. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The increase in pre-owned boat sales was primarily attributable to the increase in pre-owned sales from trade-ins and consignment sales, partially offset by the decrease in brokerage sales.
Previous wording
Service, parts & other sales decreased by $7.3 million, or 10.4%, to $62.3 million for the three months ended December 31, 2023 from $69.5 million for the three months ended December 31, 2022. The decrease in service, parts & other sales is primarily due to a reduction in parts and accessories sold to original equipment manufacturers as boat manufacturers return to pre-pandemic activity levels. Additionally, our 2023 Dispositions, specifically Roscioli Yachting Center, contributed significantly to the decline. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $32.5 million and $39.9 million for the three months ended December 31, 2023 and 2022, respectively.
Current wording
Service, parts & other sales decreased by $10.7 million, or 13.7%, to $67.6 million for the three months ended March 31, 2024 from $78.3 million for the three months ended March 31, 2023. The decrease in service, parts & other sales is primarily due to a reduction in parts and accessories sold to OEMs as boat manufacturers have cut significantly back on production. Additionally, our 2023 Dispositions, specifically Roscioli Yachting Center, contributed to the decline. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $38.2 million and $46.0 million for the three months ended March 31, 2024 and 2023, respectively.
Previous wording
New boat gross profit decreased by $12.5 million, or 21.8%, to $44.7 million for the three months ended December 31, 2023 from $57.1 million for the three months ended December 31, 2022. This decrease was primarily due to the decrease in new boat gross profit margin. New boat gross profit margin was 18.5% for the three months ended December 31, 2023 as compared to 24.6% in the three months ended December 31, 2022. The decrease in new boat gross profit and gross profit margin is due primarily to the seasonal mix shift to larger boats and yachts that traditionally carry lower gross margins and the continued normalization of new boat pricing we experienced in the third and fourth quarter of our Fiscal Year 2023.
Current wording
New boat gross profit decreased by $20.2 million, or 25.1%, to $60.1 million for the three months ended March 31, 2024 from $80.3 million for the three months ended March 31, 2023. This decrease was due to both the decrease in new boat gross profit margin and new boat sales. New boat gross profit margin was 18.4% for the three months ended March 31, 2024 as compared to 22.6% in the three months ended March 31, 2023. The decrease in new boat gross profit and gross profit margin is due primarily to the continued normalization of new boat pricing following the COVID-19 pandemic. Gross profit margin for the three months ended March 31, 2024 is tracking in line with pre-COVID seasonal metrics.
Previous wording
Pre-owned boat gross profit decreased by $3.5 million, or 22.9%, to $11.9 million for the three months ended December 31, 2023 from $15.5 million for the three months ended December 31, 2022. The decrease in pre-owned boat gross profit was primarily driven by a decrease in brokerage and consignment sales, as well as the decrease in pre-owned boat gross profit margin as a result of continued normalization of pre-owned boat pricing following the COVID-19 pandemic. Pre-owned boat gross profit margin was 22.4% and 27.7% for the three months ended December 31, 2023 and 2022, respectively.
Current wording
Pre-owned boat gross profit decreased by $1.3 million, or 7.8%, to $15.9 million for the three months ended March 31, 2024 from $17.2 million for the three months ended March 31, 2023. The decrease in pre-owned boat gross profit was primarily driven by a decrease in brokerage sales, as well as the decrease in pre-owned boat gross profit margin as a result of continued normalization of pre-owned boat pricing following the COVID-19 pandemic. Pre-owned boat gross profit margin was 20.2% and 22.8% for the three months ended March 31, 2024 and 2023, respectively. Gross profit margin for the three months ended March 31, 2024 is tracking in line with pre-COVID seasonal metrics.
Previous wording
Finance & insurance gross profit decreased by $1.6 million, or 17.6% to $7.4 million for the three months ended December 31, 2023 from $8.9 million for the three months ended December 31, 2022. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Current wording
Finance & insurance gross profit decreased by $0.6 million, or 3.9% to $14.7 million for the three months ended March 31, 2024 from $15.3 million for the three months ended March 31, 2023. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Previous wording
Service, parts & other gross profit decreased by $1.0 million, or 3.4%, to $27.5 million for the three months ended December 31, 2023 from $28.4 million for the three months ended December 31, 2022. The decrease in gross profit was primarily the result of our 2023 Dispositions, specifically Roscioli Yachting Center, partially offset by the increase in service, parts & other gross profit margin. The increase in gross profit margin was due to a shift in mix towards service which has a higher margin percentage than parts. Service, parts & other gross profit margin was 44.1% and 40.9% for the three months ended December 31, 2023 and 2022, respectively.
Current wording
Service, parts & other gross profit decreased by $4.2 million, or 12.4%, to $29.7 million for the three months ended March 31, 2024 from $33.9 million for the three months ended March 31, 2023. The decrease in gross profit was primarily the result of our 2023 Dispositions, specifically Roscioli Yachting Center, as well as a reduction in sales in our Distribution segment. These reductions were partially offset by the slight increase in service, parts & other gross profit margin. The slight increase in gross profit margin was due to a shift in mix of parts sales towards a higher concentration of aftermarket customers as compared to OEMs. Service, parts & other gross profit margin was 43.9% and 43.3% for the three months ended March 31, 2024 and 2023, respectively.
Previous wording
The decrease in transaction costs of $0.8 million, or 56.5%, to $0.6 million for the three months ended December 31, 2023 compared to $1.3 million for the three months ended December 31, 2022 was primarily attributable to a reduction in acquisition activity during the first quarter of the current year compared to the previous year.
Current wording
The decrease in transaction costs of $0.1 million, or 39.8%, to $0.1 million for the three months ended March 31, 2024 compared to $0.2 million for the three months ended March 31, 2023 was primarily attributable to a reduction in acquisition activity during the second quarter of the current year compared to the previous year.
Previous wording
During the three months ended December 31, 2023, we recognized a loss of $0.6 million related to updated forecasts and accretion of contingent consideration liabilities related to acquisitions completed in fiscal years 2021, 2022 and 2023.
Current wording
During the three months ended March 31, 2024, we recognized a loss of $3.1 million related to updated forecasts and accretion of contingent consideration liabilities related to acquisitions completed in fiscal years 2021 and 2022.
Previous wording
Income from operations decreased $20.1 million, or 75.6%, to $6.5 million for the three months ended December 31, 2023 compared to $26.5 million for the three months ended December 31, 2022. The decrease was primarily attributable to the $18.5 million decrease in gross profit for the three months ended December 31, 2023 as compared to the three months ended December 31, 2022, in addition to a $1.8 million increase in selling, general and administrative expenses during the same periods.
Current wording
Income from operations decreased $35.0 million, or 71.7%, to $13.9 million for the three months ended March 31, 2024 compared to $48.9 million for the three months ended March 31, 2023. The decrease was primarily attributable to the $26.3 million decrease in gross profit for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023 and the $11.8 million in restructuring and impairment expenses during the three months ended March 31, 2024, partially offset by a $3.7 million decrease in selling, general and administrative expenses during the same periods.
Previous wording
Interest expense – floor plan increased $3.0 million, or 63.5%, to $7.8 million for the three months ended December 31, 2023 compared to $4.8 million for the three months ended December 31, 2022. Floor plan related interest expense increased primarily due to an increase in the average inventory for the three months ended December 31, 2023 compared to the three months ended December 31, 2022, as well as an increase in interest rates.
Current wording
Interest expense – floor plan increased $3.1 million, or 55.8%, to $8.5 million for the three months ended March 31, 2024 compared to $5.5 million for the three months ended March 31, 2023. Floor plan related interest expense increased primarily due to an increase in the average inventory for the three months ended March 31, 2024 compared to the three months ended March 31, 2023, as well as an increase in interest rates.
Previous wording
Interest expense – other increased by $1.6 million, or 20.7%, to $9.2 million for the three months ended December 31, 2023 compared to $7.6 million for the three months ended December 31, 2022. The increase in interest expense – other was primarily related to higher interest rates.
Current wording
Interest expense – other increased by $0.6 million, or 6.8%, to $9.2 million for the three months ended March 31, 2024 compared to $8.6 million for the three months ended March 31, 2023. The increase in interest expense – other was primarily related to higher interest rates.
Previous wording
Income tax (benefit) expense changed by $5.7 million, or 167.3%, to a $2.3 million income tax benefit for the three months ended December 31, 2023 compared to $3.4 million of income tax expense for the three months ended December 31, 2022. The change was primarily attributable to the 169.2% decrease in income before income tax expense for the three months ended December 31, 2023 as compared to December 31, 2022.
Current wording
Income tax (benefit) expense changed by $9.8 million, or 123.2%, to a $1.8 million income tax benefit for the three months ended March 31, 2024 compared to $8.0 million of income tax expense for the three months ended March 31, 2023. The change was primarily attributable to the 118.2% decrease in income before income tax expense for the three months ended March 31, 2024 as compared to the three months ended March 31, 2023.
Previous wording
Net (loss) income decreased by $19.4 million to a $8.0 million loss for the three months ended December 31, 2023 compared to $11.4 million income for the three months ended December 31, 2022. The decrease was primarily attributable to the $20.1 million decrease in income from operations, the $1.6 million increase in interest expense – other and the $3.0 million increase in interest expense – floor plan, partially offset by the $5.7 million change in income tax (benefit) expense for the three months ended December 31, 2023 compared to the three months ended December 31, 2022.
Current wording
Net (loss) income decreased by $31.5 million to a $4.5 million loss for the three months ended March 31, 2024 compared to $27.0 million of income for the three months ended March 31, 2023. The decrease was primarily attributable to the $35.0 million decrease in income from operations, the $2.7 million increase in other expense (income), net and the $3.1 million increase in interest expense – floor plan, partially offset by the $9.8 million change in income tax (benefit) expense for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
Previous wording
We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income decreased by $1.6 million, or 17.6%, to $7.4 million for the three months ended December 31, 2023 from $8.9 million for the three months ended December 31, 2022. The decrease was primarily due to declining income earned on loans placed given the current high interest-rate environment. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Current wording
We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income decreased by $2.2 million, or 8.9%, to $22.1 million for the six months ended March 31, 2024 from $24.3 million for the six months ended March 31, 2023. The decrease was primarily due to declining income earned on loans placed given the current high interest-rate environment. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Previous wording
Overall, gross profit decreased by $18.5 million, or 16.9%, to $91.4 million for the three months ended December 31, 2023 from $110.0 million for the three months ended December 31, 2022. This decrease was primarily due to industry normalization of margins following the COVID-19 pandemic. Overall gross margins decreased 490 basis points to 25.1% for the three months ended December 31, 2023 from 30.0% for the three months ended December 31, 2022 due to the factors noted below.
Current wording
Overall, gross profit decreased by $44.9 million, or 17.5%, to $211.8 million for the six months ended March 31, 2024 from $256.7 million for the six months ended March 31, 2023. This decrease was primarily due to industry normalization of margins following the COVID-19 pandemic. Overall gross margins decreased 390 basis points to 24.9% for the six months ended March 31, 2024 from 28.8% for the six months ended March 31, 2023 due to the factors noted below.
Previous wording
Selling, general & administrative expenses increased by $1.8 million, or 2.3%, to $79.6 million for the three months ended December 31, 2023 from $77.8 million for the three months ended December 31, 2022. This increase was primarily due to expenses incurred to support maintaining revenues, including increased boat show related expenses, partially offset by decreased personnel expenses including lower employee commissions. Selling, general & administrative expenses as a percentage of revenue increased to 21.9% from 21.2% for the three months ended December 31, 2023 and 2022, respectively.
Current wording
Selling, general and administrative expenses decreased by $1.9 million, or 1.1%, to $166.1 million for the six months ended March 31, 2024 from $168.0 million for the six months ended March 31, 2023. This decrease was primarily due todecreased personnel expenses including lower employee commissions, partially offset by expenses incurred to support maintaining revenues, including increased boat show related expenses. Selling, general and administrative expenses as a percentage of revenue increased to 19.5% from 18.9% for the six months ended March 31, 2024 and 2023, respectively.
Previous wording
Depreciation and amortization expense decreased $1.5 million, or 25.8%, to $4.2 million for the three months ended December 31, 2023 compared to $5.7 million for the three months ended December 31, 2022. The decrease in depreciation and amortization expense for the three months ended December 31, 2023 compared to the three months ended December 31, 2022 was primarily attributable to a reduction in intangible assets due to the prior year impairment charge as well as a reduction in property and equipment following the 2023 Dispositions.
Current wording
Depreciation and amortization expense decreased $2.2 million, or 19.7%, to $9.1 million for the six months ended March 31, 2024 compared to $11.3 million for the six months ended March 31, 2023. The decrease in depreciation and amortization expense for the six months ended March 31, 2024 compared to the six months ended March 31, 2023 was primarily attributable to a reduction in intangible assets due to the prior year impairment charge as well as a reduction in property and equipment following the 2023 Dispositions.
Previous wording
We view Adjusted EBITDA as an important indicator of performance. We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, gain (loss) on extinguishment of debt, loss on impairment, stock-based compensation and transaction costs.
Current wording
We view Adjusted EBITDA as an important indicator of performance. We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, gain (loss) on extinguishment of debt, restructuring and impairment, stock-based compensation and transaction costs.
Previous wording
Our Board, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the change in the fair value of contingent consideration, gain (loss) on extinguishment of debt, income tax (benefit) expense, loss on impairment, stock-based compensation and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted EBITDA because we believe it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
Current wording
Our Board, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the change in the fair value of contingent consideration, gain (loss) on extinguishment of debt, income tax (benefit) expense, restructuring and impairment, stock-based compensation and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted EBITDA because we believe it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
Previous wording
Adjusted EBITDA was $7.1 million for the three months ended December 31, 2023 compared to $30.4 million for the three months ended December 31, 2022. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit and the increase in interest expense - floor plan for the three months ended December 31, 2023 compared to the three months ended December 31, 2022.
Current wording
Adjusted EBITDA was $28.3 million for the three months ended March 31, 2024 compared to $54.2 million for the three months ended March 31, 2023. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit and the increase in interest expense - floor plan for the three months ended March 31, 2024 compared to the three months ended March 31, 2023.
Previous wording
We view Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share as important indicators of performance. We define Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. as Net Income (Loss) Attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, loss on impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater Marine Holdings, LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted (Loss) Earnings Per Share which presents all of the adjustments to net income attributable to OneWater Marine Inc. noted above on a per share basis.
Current wording
We view Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share as important indicators of performance. We define Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. as Net Income (Loss) Attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted (Loss) Earnings Per Share which presents all of the adjustments to net income attributable to OneWater Marine Inc. noted above on a per share basis.
Previous wording
Our Board, management team and lenders use Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of unusual or one time charges and other items (such as the change in fair value of contingent consideration, intangible amortization, loss on impairment and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) attributable to OneWater Marine Inc. is the GAAP measure most directly comparable to Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Net (loss) earnings per share of Class A common stock - diluted is the GAAP measure most directly comparable to Adjusted Diluted (Loss) Earnings Per Share. Our non-GAAP financial measures should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share in the future, and any such modification may be material. Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share have important limitations as analytical tools and you should not consider Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. or Adjusted Diluted (Loss) Earnings Per Share in isolation or as a substitute for analysis …
Excerpt shortened here; the source contains the full paragraph.
Current wording
Our Board, management team and lenders use Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of unusual or one time charges and other items (such as the change in fair value of contingent consideration, intangible amortization, restructuring and impairment and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) attributable to OneWater Marine Inc. is the GAAP measure most directly comparable to Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Net (loss) earnings per share of Class A common stock - diluted is the GAAP measure most directly comparable to Adjusted Diluted (Loss) Earnings Per Share. Our non-GAAP financial measures should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share in the future, and any such modification may be material. Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share have important limitations as analytical tools and you should not consider Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. or Adjusted Diluted (Loss) Earnings Per Share in isolation or as a substitute for…
Excerpt shortened here; the source contains the full paragraph.
Previous wording
Adjusted Net Loss Attributable to OneWater Marine Inc. and Adjusted Diluted Loss Per Share were $5.4 million and $0.38, respectively, for the three months ended December 31, 2023 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $10.7 million and $0.73, respectively, for the three months ended December 31, 2022. The decrease in Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit, the increase in selling, general and administrative expenses and the increases in interest expense - floor plan and interest expense - other, all partially offset by the decrease in income tax expense for the three months ended December 31, 2023, each as compared to the three months ended December 31, 2022. The decrease in Adjusted Diluted (Loss) Earnings Per Share resulted from the decrease in Adjusted Net (Loss) Income Attributable to OneWater Marine Inc.
Current wording
Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share were $9.8 million and $0.67, respectively, for the three months ended March 31, 2024 compared to Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share of $26.4 million and $1.81, respectively, for the three months ended March 31, 2023. The decrease in Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increases in interest expense - floor plan and interest expense - other, all partially offset by the decrease in selling, general and administrative expenses and income tax expense for the three months ended March 31, 2024, each as compared to the three months ended March 31, 2023. The decrease in Adjusted Diluted (Loss) Earnings Per Share resulted from the decrease in Adjusted Net (Loss) Income Attributable to OneWater Marine Inc.
Previous wording
Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and typically allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. The impact of seasonality on our results of operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire dealer groups that operate in colder regions of the United States. Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged winter conditions, reduced rainfall levels or excessive rain, may limit access to boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes and other storms could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida and other markets were affected by hurricanes. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area. Additionally, due to a global pandemic, our seasonal trends may also change as a result of, among other things, location closures, disruptions to the supply chain and inventory availability, manufacturer delays, and cancellation of boat shows.
Current wording
Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize significantly lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and typically allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. The impact of seasonality on our results of operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire dealer groups that operate in colder regions of the United States. Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged winter conditions, reduced rainfall levels or excessive rain, may limit access to boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes, tornadoes, and other storms have and could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida and other markets were affected by hurricanes. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area. Additionally, due to a global pandemic, our seasonal trends may also change as a result of, among other things, location closures, disruptions to the supply chain and inventory availability, manufacturer delays, and cancellation of boat shows.
Previous wording
Analysis of Cash Flow Changes Between the Three Months Ended December 31, 2023 and 2022
Current wording
Analysis of Cash Flow Changes Between the Six Months Ended March 31, 2024 and 2023
Previous wording
Operating Activities. Net cash used in operating activities was $110.0 million for the three months ended December 31, 2023 compared to net cash used in operating activities of $138.1 million for the three months ended December 31, 2022. The $28.0 million decrease in cash used in operating activities was primarily attributable to a $50.6 million decrease in the change in inventory and a $25.7 million decrease in the change in accounts receivable, offset by a $19.4 million decrease in net income, and a $26.0 million increase in the change in prepaid expenses and other current assets for the three months ended December 31, 2023 as compared to the three months ended December 31, 2022.
Current wording
Operating Activities. Net cash used in operating activities was $86.3 million for the six months ended March 31, 2024 compared to net cash used in operating activities of $169.3 million for the six months ended March 31, 2023. The $82.9 million decrease in cash used in operating activities was primarily attributable to a $136.5 million decrease in the change in inventory, offset by a $50.9 million decrease in net income for the six months ended March 31, 2024 as compared to the six months ended March 31, 2023.
Previous wording
Investing Activities. Net cash provided by investing activities was $39.8 million for the three months ended December 31, 2023 compared to net cash used in investing activities of $35.0 million for the three months ended December 31, 2022. The $74.8 million increase in cash provided by investing activities was primarily attributable to a $45.1 million increase in proceeds from disposal of a business related to the disposal of Roscioli Yachting Center and a $28.6 million decrease in cash used in acquisitions for the three months ended December 31, 2023 as compared to the three months ended December 31, 2022.
Current wording
Investing Activities. Net cash provided by investing activities was $29.8 million for the six months ended March 31, 2024 compared to net cash used in investing activities of $40.4 million for the six months ended March 31, 2023. The $70.2 million increase in cash provided by investing activities was primarily attributable to a $45.1 million increase in proceeds from disposal of a business related to the disposal of Roscioli Yachting Center and a $28.6 million decrease in cash used in acquisitions for the six months ended March 31, 2024 as compared to the six months ended March 31, 2023.
Previous wording
Financing Activities. Net cash provided by financing activities was $31.1 million for the three months ended December 31, 2023 compared to net cash provided by financing activities of $170.3 million for the three months ended December 31, 2022. The $139.2 million decrease in financing cash flow was primarily attributable to a $82.2 million decrease in net borrowings on our Inventory Financing Facility, a $38.1 million increase in payments on long-term debt and a $18.8 million payment to purchase the non-controlling interest of
Current wording
Financing Activities. Net cash provided by financing activities was $21.4 million for the six months ended March 31, 2024 compared to net cash provided by financing activities of $220.4 million for the six months ended March 31, 2023. The $198.9 million decrease in financing cash flow was primarily attributable to a $125.4 million decrease in net borrowings on our Inventory Financing Facility, a $47.0 million increase in payments on long-term debt, a $10.0 million decrease in the proceeds from long-term debt and a $18.8 million payment to purchase the non-controlling interest of Quality Assets and Operations, LLC for the six months ended March 31, 2024 as compared to the six months ended March 31, 2023.
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Rearranged current paragraphs (10)
Current report — wording carried from elsewhere
We define Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. as Net Income (Loss) Attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted (Loss) Earnings Per Share which presents all of the adjustments to net income attributable to OneWater Marine Inc. on a per share basis. See ‘‘—Comparison of Non-GAAP Financial Measure’’ for more information and a reconciliation of Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share to net income (loss) and net (loss) earnings per share, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.
Current report — wording carried from elsewhere
We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income decreased by $0.6 million, or 3.9%, to $14.7 million for the three months ended March 31, 2024 from $15.3 million for the three months ended March 31, 2023. The decrease was primarily due to the decline in new boat sales. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Current report — wording carried from elsewhere
Depreciation and amortization expense decreased $0.8 million, or 13.6%, to $4.9 million for the three months ended March 31, 2024 compared to $5.6 million for the three months ended March 31, 2023. The decrease in depreciation and amortization expense for the three months ended March 31, 2024 compared to the three months ended March 31, 2023 was primarily attributable to a reduction in intangible assets due to the prior year impairment charge as well as a reduction in property and equipment related to the 2023 Dispositions. These decreases were partially offset by the increase in property and equipment during the three months ended March 31, 2024 to support operations.
Current report — wording carried from elsewhere
Pre-owned boat sales increased by $0.8 million, or 0.6%, to $131.9 million for the six months ended March 31, 2024 from $131.2 million for the six months ended March 31, 2023. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The increase in pre-owned boat sales was primarily attributable to the increase in pre-owned sales from trade in resulting from the increase in average sales price, partially offset by the decrease in brokerage and consignment sales.
Current report — wording carried from elsewhere
The decrease in transaction costs of $0.8 million, or 53.9%, to $0.7 million for the six months ended March 31, 2024 compared to $1.6 million for the six months ended March 31, 2023 was primarily attributable to a reduction in acquisition activity during the current year compared to the previous year.
Current report — wording carried from elsewhere
Change in Fair Value of Contingent Consideration
Current report — wording carried from elsewhere
During the six months ended March 31, 2024, we recognized a loss of $3.7 million related to updated forecasts and accretion of contingent consideration liabilities related to acquisitions completed in fiscal years 2021 and 2022.
Current report — wording carried from elsewhere
Interest expense – floor plan increased $6.1 million, or 59.4%, to $16.3 million for the six months ended March 31, 2024 compared to $10.3 million for the six months ended March 31, 2023. Floor plan related interest expense increased primarily due to an increase in the average inventory for the six months ended March 31, 2024 compared to the six months ended March 31, 2023, as well as an increase in interest rates.
Current report — wording carried from elsewhere
Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share
Current report — wording carried from elsewhere
Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share were $4.4 million and $0.29, respectively, for the six months ended March 31, 2024 compared to Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. and Adjusted Diluted (Loss) Earnings Per Share of $37.1 million and $2.53, respectively, for the six months ended March 31, 2023. The decrease in Adjusted Net (Loss) Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increases in interest expense - floor plan and interest expense - other, all partially offset by the decrease in income tax expense for the six months ended March 31, 2024, each as compared to the six months ended March 31, 2023. The decrease in Adjusted Diluted (Loss) Earnings Per Share resulted from the decrease in Adjusted Net (Loss) Income Attributable to OneWater Marine Inc.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
Quality Assets and Operations, LLC for the three months ended December 31, 2023 as compared to the three months ended December 31, 2022.