OneWater Marine Inc

Previous wording

Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to OneWater Marine Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with the accompanying financial statements and related notes. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed above in “Cautionary Statement Regarding Forward-Looking Statements” and described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on December 10, 2024, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Current wording

Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to OneWater Marine Inc. and its consolidated subsidiaries. The following discussion and analysis should be read in conjunction with the accompanying financial statements and related notes. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those factors discussed above in “Cautionary Statement Regarding Forward-Looking Statements”, below in "Risk Factors" and described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended September 30, 2024, filed with the SEC on December 10, 2024, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.

Previous wording

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 96 dealerships,10 distribution centers/warehouses and multiple online marketplaces as of December 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.

Current wording

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 98 dealerships,9 distribution centers/warehouses and multiple online marketplaces as of March 31, 2025. 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, 2024, the Dealerships segment includes operations of 96 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents approximately 93% of revenues for the three months ended December 31, 2024. 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 2024, we sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. 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, 2025, the Dealerships segment includes operations of 98 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 92% of revenues for the three and six months ended March 31, 2025. 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 2024, we sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. 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, 2024, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu ("PartsVu"), Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 10 distribution centers/warehouses in Alabama, Florida, Oklahoma, Indiana and Tennessee and represents approximately 7% of revenues for the three months ended December 31, 2024. 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, 2025, the Distribution segment includes the activity of three of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu, Ocean Bio-Chem and its subsidiaries and T-H Marine and its subsidiaries, which together operate 9 distribution centers/warehouses in Alabama, Florida, Oklahoma, and Indiana and represents 8% of revenues for the three and six months ended March 31, 2025. 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

We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships. Since the combination in 2014, we have acquired a total of 81 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 34 acquisitions. Our current portfolio as of December 31, 2024 consists of multiple brands which are recognized on a local, regional or national basis. Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold. While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.

Current wording

We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships. Since the combination in 2014, we have acquired a total of 82 additional dealerships, 12 distribution centers/warehouses and multiple online marketplaces through 35 acquisitions. Our current portfolio as of March 31, 2025 consists of multiple brands which are recognized on a local, regional or national basis. Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold. While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.

Previous wording

We are a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 81 additional dealerships through 29 dealer group acquisitions. Our team remains focused on expanding our dealership growth in regions with strong boating cultures, enhancing the customer experience and generating value for our shareholders. In addition to dealership acquisitions, the Company has strategically acquired parts and accessories companies as part of our growth and diversification strategy. We have acquired 12 distribution centers and warehouses through the acquisition of 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward.

Current wording

We are a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired 82 additional dealerships through 30 dealer group acquisitions. Our team remains focused on expanding our dealership growth in regions with strong boating cultures, enhancing the customer experience and generating value for our shareholders. In addition to dealership acquisitions, the Company has strategically acquired parts and accessories companies as part of our growth and diversification strategy. We have acquired 12 distribution centers and warehouses through the acquisition of 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward.

Previous wording

We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We typically retain the management team and name of the acquired group. We believe this practice preserves customer relationships and goodwill in the local marketplace. We believe our reputation and scale have positioned us as a buyer of choice for marine retailers who want to sell their businesses. Our strategy is to acquire dealerships at attractive EBITDA multiples and then grow same-store sales while benefiting from cost-reducing synergies. Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve-month basis and believe that we will be able to continue to make attractive acquisitions within this range. With the expansion of our Distribution segment, we look to acquire parts and accessories manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.

Current wording

We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We typically retain the management team and name of the acquired group. We believe this practice preserves customer relationships and goodwill in the local marketplace. We believe our reputation and scale have positioned us as a buyer of choice for marine retailers who want to sell their businesses. Our strategy is to acquire dealerships at attractive EBITDA multiples and then grow same-store sales while benefiting from cost-reducing synergies. Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve-month basis and believe that we will be able to continue to make attractive acquisitions within this range. With the expansion of our Distribution segment, we may look to acquire additional parts and accessories manufacturing and distribution companies. Historically, we have acquired manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.

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 higher interest rates or inflation, 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.

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 higher interest rates or inflation, increases to tariff or duty rates, 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. The imposition of tariffs on foreign goods and services, as well as any retaliatory tariffs on U.S. good and services, could increase the price of supplies and materials we rely on to conduct our business, and, thus, negatively impact our operating results. 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

Our business was significantly impacted during the recessionary period that began in 2007. This period of weakness in consumer spending and depressed economic conditions had a substantial negative effect on our operating results. In response to these conditions we reduced our inventory purchases, closed certain dealerships and reduced headcount. Additionally, in an effort to counteract the downturn, we increased our focus on pre-owned sales, parts and repair services, and finance & insurance services. As a result, we surpassed our pre-recession sales levels in less than 24 months. While we believe the measures we took significantly reduced the impact of the downturn on the business, we cannot guarantee similar results in the event of a future downturn. Additionally, we cannot predict the timing or length of unfavorable economic or industry conditions, including a downturn as a result of a global health crisis, rising interest rates, inflation, or the extent to which they could adversely affect our operating results.

Current wording

Our business was significantly impacted during the recessionary period that began in 2007. This period of weakness in consumer spending and depressed economic conditions had a substantial negative effect on our operating results. In response to these conditions we reduced our inventory purchases, closed certain dealerships and reduced headcount. Additionally, in an effort to counteract the downturn, we increased our focus on pre-owned sales, parts and repair services, and finance & insurance services. As a result, we surpassed our pre-recession sales levels in less than 24 months. While we believe the measures we took significantly reduced the impact of the downturn on the business, we cannot guarantee similar results in the event of a future downturn. Additionally, we cannot predict the timing or length of unfavorable economic or industry conditions, including a downturn as a result of a global health crisis, rising interest rates, tariffs, inflation, or the extent to which they could adversely affect our operating results.

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 approximately 18.9% and 19.1% to revenue in the three months ended December 31, 2024 and 2023, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 42.8% and 38.1% to gross profit in the three months ended December 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 our Distribution segment) 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 approximately 17.4% and 16.9% to revenue in the three months ended March 31, 2025 and 2024, respectively, and 18.1% and 17.8% to revenues in the six months ended March 31, 2025 and 2024, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 40.1% and 36.9% to gross profit in the three months ended March 31, 2025 and 2024, respectively, and 41.3% and 37.4% to gross profit in the six months ended March 31, 2025 and 2024, 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 our Distribution segment) 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 Net Income (Loss) 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 (income) expense, 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 Earnings Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. on a per share basis. See ‘‘—Comparison of Non-GAAP Financial Measures’’ for more information and a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to net income (loss) and net earnings (loss) per share, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.

Current wording

We define Adjusted Net Income (Loss) 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 (income) expense, 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 Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. on a per share basis. See ‘‘—Comparison of Non-GAAP Financial Measures’’ for more information and a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to net income (loss) and net earnings (loss) per share, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.

Previous wording

We refer to the fiscal year 2024 acquisition described above as the “2024 Acquisition.” The 2024 Acquisition is not reflected in our unaudited condensed consolidated statements of operations for the three months ended December 31, 2023.

Current wording

The acquisition of Garden State Yacht Sales is not reflected in our unaudited condensed consolidated statements of operations for the three and six months ended March 31, 2024.

Previous wording

Pre-owned boat sales increased by $3.5 million, or 6.6%, to $56.8 million for the three months ended December 31, 2024 from $53.3 million for the three months ended December 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 both units sold and average unit price.

Current wording

Pre-owned boat sales increased by $11.1 million, or 14.1%, to $89.7 million for the three months ended March 31, 2025 from $78.6 million for the three months ended March 31, 2024. 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 both units sold and average unit price.

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 increased by $2.0 million, or 27.7%, to $9.4 million for the three months ended December 31, 2024 from $7.4 million for the three months ended December 31, 2023. The increase was primarily due to the increase in new and pre-owned 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 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 increased by $0.3 million, or 1.9%, to $15.0 million for the three months ended March 31, 2025 from $14.7 million for the three months ended March 31, 2024. The increase was primarily due to an increase in penetration. 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

Service, parts & other sales decreased by $0.7 million, or 1.1%, to $61.6 million for the three months ended December 31, 2024 from $62.3 million for the three months ended December 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 continue to slow production. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $28.2 million and $32.5 million for the three months ended December 31, 2024 and 2023, respectively.

Current wording

Service, parts & other sales increased by $1.7 million, or 2.4%, to $69.3 million for the three months ended March 31, 2025 from $67.6 million for the three months ended March 31, 2024. The increase in service, parts & other sales is primarily due to the Company's focus on increasing this higher margin business. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $37.2 million and $38.2 million for the three months ended March 31, 2025 and 2024, respectively.

Previous wording

Overall, gross profit decreased by $7.4 million, or 8.1%, to $84.1 million for the three months ended December 31, 2024 from $91.4 million for the three months ended December 31, 2023. This decrease was primarily due to new and pre-owned boat pricing, including the impact of select brands the Company is exiting. Overall gross margin decreased 270 basis points to 22.4% for the three months ended December 31, 2024 from 25.1% for the three months ended December 31, 2023 due to the factors noted below.

Current wording

Overall, gross profit decreased by $10.0 million, or 8.3%, to $110.4 million for the three months ended March 31, 2025 from $120.4 million for the three months ended March 31, 2024. This decrease was primarily due to new and pre-owned boat pricing, including the impact of select brands the Company is exiting. Overall gross margin decreased 180 basis points to 22.8% for the three months ended March 31, 2025 from 24.6% for the three months ended March 31, 2024 due to the factors noted below.

Previous wording

New boat gross profit decreased by $7.8 million, or 17.5%, to $36.9 million for the three months ended December 31, 2024 from $44.7 million for the three months ended December 31, 2023. This decrease was due to the decrease in new boat gross profit margins. New boat gross profit margin was 14.9% for the three months ended December 31, 2024 as compared to 18.5% in the three months ended December 31, 2023. The decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting.

Current wording

New boat gross profit decreased by $9.8 million, or 16.3%, to $50.3 million for the three months ended March 31, 2025 from $60.1 million for the three months ended March 31, 2024. This decrease was due to the decrease in new boat revenues and gross profit margins. New boat gross profit margin was 16.2% for the three months ended March 31, 2025 as compared to 18.4% in the three months ended March 31, 2024. The decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting.

Previous wording

Finance & insurance gross profit increased by $2.0 million, or 27.7% to $9.4 million for the three months ended December 31, 2024 from $7.4 million for the three months ended December 31, 2023. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Current wording

Finance & insurance gross profit increased by $0.3 million, or 1.9% to $15.0 million for the three months ended March 31, 2025 from $14.7 million for the three months ended March 31, 2024. 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 $0.9 million, or 3.3%, to $26.6 million for the three months ended December 31, 2024 from $27.5 million for the three months ended December 31, 2023. The decrease in gross profit was primarily the result of the reduction in service, parts & other sales. Service, parts & other gross profit margin was 43.1% and 44.1% for the three months ended December 31, 2024 and 2023, respectively.

Current wording

Service, parts & other gross profit decreased by $0.4 million, or 1.4%, to $29.3 million for the three months ended March 31, 2025 from $29.7 million for the three months ended March 31, 2024. The decrease in gross profit was primarily the result of the reduction in service, parts & other gross profit margin. Service, parts & other gross profit margin was 42.2% and 43.9% for the three months ended March 31, 2025 and 2024, respectively. The decrease in gross profit margin was primarily due to a shift in mix towards parts which has a lower margin profile than service and our other offerings.

Previous wording

Depreciation and amortization expense increased $1.1 million, or 25.9%, to $5.3 million for the three months ended December 31, 2024 compared to $4.2 million for the three months ended December 31, 2023. The increase in depreciation and amortization expense for the three months ended December 31, 2024 compared to the three months ended December 31, 2023 was primarily attributable to an increase in intangible assets and property and equipment to support operations.

Current wording

Depreciation and amortization expense increased $0.6 million, or 13.3%, to $5.5 million for the three months ended March 31, 2025 compared to $4.9 million for the three months ended March 31, 2024. The increase in depreciation and amortization expense for the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was primarily attributable to an increase in intangible assets and property and equipment to support operations.

Previous wording

During the three months ended December 31, 2024, we recognized a loss of $0.2 million related to accretion of contingent consideration liabilities.

Current wording

During the three months ended March 31, 2025, we recognized a charge of $0.1 million related to accretion of contingent consideration liabilities. During the three months ended March 31, 2024, we recognized a charge of $3.1 million related to updated forecasts and accretion of contingent consideration liabilities.

Previous wording

Interest expense – floor plan decreased $0.8 million, or 10.1%, to $7.0 million for the three months ended December 31, 2024 compared to $7.8 million for the three months ended December 31, 2023. Floor plan related interest expense decreased primarily due to an decrease in the average inventory for the three months ended December 31, 2024 compared to the three months ended December 31, 2023, as well as the impact of our interest rate swaps for the three months ended December 31, 2024.

Current wording

Interest expense – floor plan decreased $1.0 million, or 12.0%, to $7.5 million for the three months ended March 31, 2025 compared to $8.5 million for the three months ended March 31, 2024. Floor plan related interest expense decreased primarily due to an decrease in the average inventory for the three months ended March 31, 2025 compared to the three months ended March 31, 2024, as well as the impact of our interest rate swaps for the three months ended March 31, 2025.

Previous wording

Interest expense – other decreased by $0.2 million, or 1.8%, to $9.0 million for the three months ended December 31, 2024 compared to $9.2 million for the three months ended December 31, 2023. The decrease in interest expense – other was primarily related to the impact of our interest rate swaps for the three months ended December 31, 2024.

Current wording

Interest expense – other decreased by $0.1 million, or 1.0%, to $9.1 million for the three months ended March 31, 2025 compared to $9.2 million for the three months ended March 31, 2024. The decrease in interest expense – other was primarily related to the impact of our interest rate swaps for the three months ended March 31, 2025.

Previous wording

Other expense (income), net changed by $1.1 million, or 459.1%, to $0.9 million of expense for the three months ended December 31, 2024 compared to $0.2 million of income for the three months ended December 31, 2023. The change was primarily related to hurricane related expenses during the three months ended December 31, 2024.

Current wording

Other expense (income), net decreased by $2.3 million, or 92.4%, to $0.2 million of expense for the three months ended March 31, 2025 compared to $2.5 million of expense for the three months ended March 31, 2024. The decrease was primarily related to tornado related expenses during the three months ended March 31, 2024.

Previous wording

Income tax benefit increased by $3.0 million, or 131.2%, to $5.3 million for the three months ended December 31, 2024 compared to $2.3 million for the three months ended December 31, 2023. The change was primarily attributable to the 84.2% increase in loss before income tax benefit for the three months ended December 31, 2024 as compared to the three months ended December 31, 2023.

Current wording

Income tax benefit decreased by $1.7 million, or 92.0%, to $0.1 million for the three months ended March 31, 2025 compared to $1.8 million for the three months ended March 31, 2024. The change was primarily attributable to the 91.8% decrease in loss before income tax benefit for the three months ended March 31, 2025 as compared to the three months ended March 31, 2024.

Previous wording

Net loss increased by $5.6 million to $13.6 million for the three months ended December 31, 2024 compared to $8.0 million for the three months ended December 31, 2023. The increase was primarily attributable to the $8.4 million decrease in income from operations, partially offset by the $3.0 million increase in income tax benefit for the three months ended December 31, 2024 compared to the three months ended December 31, 2023.

Current wording

Net loss decreased by $4.1 million to $0.4 million for the three months ended March 31, 2025 compared to $4.5 million for the three months ended March 31, 2024. The decrease was primarily attributable to the $2.4 million increase in income from operations, the $2.3 million decrease in other expense (income), net and the $1.0 million decrease in interest expense - floor plan, partially offset by the $1.7 million decrease in income tax benefit for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Previous wording

Overall, revenue increased by $11.8 million, or 3.2%, to $375.8 million for the three months ended December 31, 2024 from $364.0 million for the three months ended December 31, 2023. Revenue increased due to same-store sales growth of 4.2%, driven by an increase in unit sales for the three months ended December 31, 2024 compared to the three months ended December 31, 2023, as part of our strategic inventory management and operational execution. Overall the revenue increase was attributable to a $6.9 million increase innew boat sales, a $3.5 million increase in pre-owned boat sales and a $2.0 million increase in finance & insurance income for the three months ended December 31, 2024 compared to the three months ended December 31, 2023.

Current wording

Overall, revenue increased by $7.0 million, or 0.8%, to $859.3 million for the six months ended March 31, 2025 from $852.3 million for the six months ended March 31, 2024. Revenue increased due to a slight increase in unit sales for the six months ended March 31, 2025 compared to the six months ended March 31, 2024. Overall the revenue increase was attributable to a $14.6 million increase in pre-owned boat sales and a $2.3 million increase in finance & insurance income for the six months ended March 31, 2025 compared to the six months ended March 31, 2024, partially offset by a $10.9 million decrease in new boat sales.

Previous wording

Pre-owned boat gross profit decreased by $0.7 million, or 6.0%, to $11.2 million for the three months ended December 31, 2024 from $11.9 million for the three months ended December 31, 2023. This decrease was due to the decrease in pre-owned boat gross profit margins. Pre-owned boat gross profit margin was 19.7% and 22.4% for the three months ended December 31, 2024 and 2023, respectively. The decrease was primarily due to pricing efforts by the Company to manage inventory.

Current wording

Pre-owned boat gross profit decreased by $0.7 million, or 2.6%, to $27.1 million for the six months ended March 31, 2025 from $27.8 million for the six months ended March 31, 2024. This decrease was due to the decrease in pre-owned boat gross profit margins, partially offset by the increase in pre-owned boat sales. Pre-owned boat gross profit margin was 18.5% and 21.1% for the six months ended March 31, 2025 and 2024, respectively. The decrease was primarily due to strategic pricing to drive sales growth and maintain a healthy level of inventory.

Previous wording

Transaction costs remained flat at $0.6 million for the three months ended December 31, 2024 compared to $0.6 million for the three months ended December 31, 2023 which is attributable to similar acquisition activity for the three months ended December 31, 2024 and 2023.

Current wording

Transaction costs increased to $0.9 million for the six months ended March 31, 2025 compared to $0.7 million for the six months ended March 31, 2024, which is attributable to similar acquisition activity for the six months ended March 31, 2025 and 2024.

Previous wording

(Loss) income from operations decreased $8.4 million, or 130.5%, to a $2.0 million loss for the three months ended December 31, 2024 compared to $6.5 million of income for the three months ended December 31, 2023. The decrease was primarily attributable to the $7.4 million decrease in gross profit and the $1.1 million increase in depreciation and amortization for the three months ended December 31, 2024 as compared to the three months ended December 31, 2023, partially offset by a $0.5 million decrease in selling, general and administrative expenses during the same periods.

Current wording

Income from operations decreased $6.0 million, or 29.7%, to $14.3 million for the six months ended March 31, 2025 compared to $20.3 million for the six months ended March 31, 2024. The decrease was primarily attributable to the $17.3 million decrease in gross profit and the $1.7 million increase in depreciation and amortization for the six months ended March 31, 2025 as compared to the six months ended March 31, 2024, partially offset by a $10.6 million decrease in restructuring and impairment and a $3.4 million decrease in the change in fair value of contingent consideration during the same periods.

Previous wording

Adjusted EBITDA was $1.9 million for the three months ended December 31, 2024 compared to $7.1 million for the three months ended December 31, 2023. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit, partially offset by the decrease in selling, general and administrative expenses and interest expense - floor plan for the three months ended December 31, 2024 compared to the three months ended December 31, 2023.

Current wording

Adjusted EBITDA was $19.8 million for the six months ended March 31, 2025 compared to $35.4 million for the six months ended March 31, 2024. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit, partially offset by the decrease in interest expense - floor plan for the six months ended March 31, 2025 compared to the six months ended March 31, 2024.

Previous wording

Adjusted Net Loss Attributable to OneWater Marine Inc. and Adjusted Diluted Loss Per Share were $8.0 million and $0.54, respectively, for the three months ended December 31, 2024 compared to Adjusted Net Loss Attributable to OneWater Marine Inc. and Adjusted Diluted Loss Per Share of $5.4 million and $0.38, respectively, for the three months ended December 31, 2023. The decrease in Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. resulted from the decrease in gross profit, partially offset by the decreases in selling, general and administrative expenses and interest expense - floor plan for the three months ended December 31, 2024, each as compared to the three months ended December 31, 2023. The decrease in Adjusted Diluted Earnings (Loss) Per Share resulted from the decrease in Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

Current wording

Adjusted Net Loss Attributable to OneWater Marine Inc. and Adjusted Diluted Loss Per Share were $5.9 million and $0.38, respectively, for the six months ended March 31, 2025 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $4.4 million and $0.29, respectively, for the six months ended March 31, 2024. The decrease in Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. resulted from the decrease in gross profit, partially offset by the decrease in interest expense - floor plan for the six months ended March 31, 2025, each as compared to the six months ended March 31, 2024. The decrease in Adjusted Diluted Earnings (Loss) Per Share resulted from the decrease in Adjusted Net Income (Loss) Attributable to OneWater Marine Inc.

Previous wording

Analysis of Cash Flow Changes Between the Three Months Ended December 31, 2024 and 2023

Current wording

Analysis of Cash Flow Changes Between the Six Months Ended March 31, 2025 and 2024

Previous wording

Operating Activities. Net cash used in operating activities was $37.4 million for the three months ended December 31, 2024 compared to net cash used in operating activities of $110.0 million for the three months ended December 31, 2023. The $72.6 million decrease in cash used in operating activities was primarily attributable to a $51.4 million decrease in the change in inventory and a $31.9 million decrease in the change in prepaid expenses and other current assets, offset by a $9.8 million decrease in the change in customer deposits for the three months ended December 31, 2024 as compared to the three months ended December 31, 2023.

Current wording

Operating Activities. Net cash used in operating activities was $9.0 million for the six months ended March 31, 2025 compared to net cash used in operating activities of $86.3 million for the six months ended March 31, 2024. The $77.3 million decrease in cash used in operating activities was primarily attributable to a $66.2 million decrease in the change in inventory, a $22.9 million decrease in the change in accounts receivable and a $11.6 million increase in the change in prepaid expenses and other current assets, partially offset by a $13.4 million increase in the change in customer deposits and a $7.9 million decrease in deferred income tax provision for the six months ended March 31, 2025 as compared to the six months ended March 31, 2024.

Previous wording

Investing Activities. Net cash used in investing activities was $2.8 million for the three months ended December 31, 2024 compared to net cash provided by investing activities of $39.8 million for the three months ended December 31, 2023. The $42.6 million increase in cash used in investing activities was primarily attributable to a $45.1 million decrease in proceeds from the disposal of a business, offset by a $2.3 million decrease in cash used in purchases of property and equipment for the three months ended December 31, 2024 as compared to the three months ended December 31, 2023.

Current wording

Investing Activities. Net cash used in investing activities was $6.6 million for the six months ended March 31, 2025 compared to net cash provided by investing activities of $29.8 million for the six months ended March 31, 2024. The $36.4 million increase in cash used in investing activities was primarily attributable to a $45.1 million decrease in proceeds from the disposal of a business, partially offset by a $7.5 million decrease in cash used in purchases of property and equipment for the six months ended March 31, 2025 as compared to the six months ended March 31, 2024.

Previous wording

Financing Activities. Net cash provided by financing activities was $49.4 million for the three months ended December 31, 2024 compared to net cash provided by financing activities of $31.1 million for the three months ended December 31, 2023. The $18.3 million increase in financing cash flow was primarily attributable to the $18.8 million payment to purchase the non-controlling interest of Quality Assets & Operations, LLC during the three months ended December 31, 2023 and a$35.0 million decrease in payments on long-term debt, partially offset by an $11.1 million decrease in proceeds from long-term debt and a $27.1 million decrease in net borrowings from floor plan duringthe three months ended December 31, 2024 as compared to the three months ended December 31, 2023.

Current wording

Financing Activities. Net cash provided by financing activities was $63.8 million for the six months ended March 31, 2025 compared to net cash provided by financing activities of $21.4 million for the six months ended March 31, 2024. The $42.4 million increase in financing cash flow was primarily attributable to the $18.8 million payment to purchase the non-controlling interest of Quality Assets & Operations, LLC during thesix months ended March 31, 2024 and a$41.6 million decrease in payments on long-term debt, partially offset by a $25.0 million decrease in net borrowings from floor plan duringthe six months ended March 31, 2025 as compared to the six months ended March 31, 2024.

Previous wording

On March 30, 2022 the Board authorized a share repurchase program of up to $50 million of outstanding shares of Class A common stock. Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The Company made no share repurchases during thethree months ended December 31, 2024. The Company has$48.1 million remaining under the share repurchase program.

Current wording

On March 30, 2022 the Board authorized a share repurchase program of up to $50 million of outstanding shares of Class A common stock. Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The Company made no share repurchases during thesix months ended March 31, 2025. The Company has$48.1 million remaining under the share repurchase program.

Previous wording

On November 14, 2023, we entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the “Inventory Financing Facility”) with certain of our subsidiaries, Wells Fargo Commercial Distribution Finance, LLC and the other lender parties thereto. On November 13, 2024, we entered into the Consent, Waiver and Second Amendment to the Eighth Amended and Restated Inventory Financing Agreement with Wells Fargo and other lenders party thereto which, (i) modified certain definitions, terms and conditions, (ii) adjusted the minimum fixed charge coverage ratio, (iii) adjusted the maximum funded debt to EBITDA ratio, (iv) established a new minimum liquidity measure, (v) allowed for certain swap transactions to mitigate risk in the ordinary course of business, and (vi) reduced the maximum borrowing capacity from $650 million to $595 million. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers. The Inventory Financing Facility expires on March 1, 2026.

Current wording

On November 14, 2023, we entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the “Inventory Financing Facility”) with certain of our subsidiaries, Wells Fargo Commercial Distribution Finance, LLC ("Wells Fargo") and the other lender parties thereto. On November 13, 2024, we entered into the Consent, Waiver and Second Amendment to the Eighth Amended and Restated Inventory Financing Agreement with Wells Fargo and other lenders party thereto which, (i) modified certain definitions, terms and conditions, (ii) adjusted the minimum fixed charge coverage ratio, (iii) adjusted the maximum funded debt to EBITDA ratio, (iv) established a new minimum liquidity measure, (v) allowed for certain swap transactions to mitigate risk in the ordinary course of business, and (vi) reduced the maximum borrowing capacity from $650 million to $595 million. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers. The Inventory Financing Facility expires on March 1, 2026.

Previous wording

As of December 31, 2024 and September 30, 2024, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled$490.1 million and$443.4 million, respectively. Certain of our manufacturers enter into independent agreements with the lenders to the Inventory Financing Facility, which results in a lower effective interest rate charged to us for borrowings related to the products by such manufacturer. For thethree months ended December 31, 2024 and the year ended September 30, 2024, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 5.8% and 6.6%, respectively. As of December 31, 2024 and September 30, 2024, our additional available borrowings under our Inventory Financing Facility were $104.9 million and $206.6 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. For the reporting period ended December 31, 2024, we were in compliance with all covenants under the Inventory Financing Facility.

Current wording

As of March 31, 2025 and September 30, 2024, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled$509.0 million and$443.4 million, respectively. Certain of our manufacturers enter into independent agreements with the lenders to the Inventory Financing Facility, which results in a lower effective interest rate charged to us for borrowings related to the products by such manufacturer. For thesix months ended March 31, 2025 and the year ended September 30, 2024, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 5.8% and 6.6%, respectively. As of March 31, 2025 and September 30, 2024, our additional available borrowings under our Inventory Financing Facility were $86.0 million and $206.6 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. For the reporting period ended March 31, 2025, we were in compliance with all covenants under the Inventory Financing Facility.

Previous wording

Commercial Vehicles Notes Payable. Since 2015, we have entered into multiple notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $102,000, and mature on dates between January 2025 to April 2029. As of December 31, 2024, we had $2.3 million outstanding under the commercial vehicles notes payable.

Current wording

Commercial Vehicles Notes Payable. Since 2015, we have entered into multiple notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $100,000, and mature on dates between May 2025 to February 2030. As of March 31, 2025, we had $2.1 million outstanding under the commercial vehicles notes payable.