OneWater Marine Inc.

Previous 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.

Current wording

We believe that we are one of the largest and fastest-growing marine retailers in the United States with 97 dealerships,9 distribution centers/warehouses and multiple online marketplaces as of June 30, 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 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.

Current wording

As of June 30, 2025, the Dealerships segment includes operations of 97 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 93% of revenues for the three and nine months ended June 30, 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 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.

Current wording

As of June 30, 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 7% of revenues for the three and nine months ended June 30, 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

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.

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. goods 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

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.

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 18.2% and 18.9% to revenue in the three months ended June 30, 2025 and 2024, respectively, and 18.1% and 18.2% to revenues in the nine months ended June 30, 2025 and 2024, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 42.1% and 40.4% to gross profit in the three months ended June 30, 2025 and 2024, respectively, and 41.6% and 38.6% to gross profit in the nine months ended June 30, 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

•Effective February 1, 2025, we acquired American Yacht Group, a full service marine retailer with two locations in Florida

Current wording

•Effective February 1, 2025, we acquired certain assets of American Yacht Group, a full service marine retailer with two locations in Florida

Previous wording

The acquisition of American Yacht Group is partially reflected in our unaudited condensed consolidated statements of operations for the three and six months ended March 31, 2025.

Current wording

The acquisition of certain assets of American Yacht Group is fully reflected in our unaudited condensed consolidated statements of operations for the three months ended June 30, 2025 and partially reflected in our unaudited condensed consolidated statements of operations for the nine months ended June 30, 2025.

Previous 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.

Current wording

The acquisition of Garden State Yacht Sales is partially reflected in our unaudited condensed consolidated statements of operations for the three and nine months ended June 30, 2024.

Previous wording

Our historical financial results discussed below may not be comparable to our future financial results. As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, including the integration of acquired companies, it is likely that we will incur additional selling, general, and administrative expenses relative to historical periods. Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.

Current wording

Our historical financial results discussed below may not be comparable to our future financial results. As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, including the integration of acquired companies, it is likely that we will incur additional selling, general, and administrative expenses relative to historical periods. Additionally, from time to time, we may consider expanding or cancelling certain dealer agreements which could impact our future revenues and gross profit. Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.

Previous wording

Overall, revenue decreased by $4.8 million, or 1.0%, to $483.5 million for the three months ended March 31, 2025 from $488.3 million for the three months ended March 31, 2024. Revenue decreased due to a decrease in unit sales for the three months ended March 31, 2025 compared to the three months ended March 31, 2024. Overall, the revenue decrease was attributable to a $17.8 million decrease innew boat sales, partially offset by an $11.1 million increase in pre-owned boat sales and a $1.7 million increase in service, parts & other sales for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current wording

Overall, revenue increased by $10.4 million, or 1.9%, to $552.9 million for the three months ended June 30, 2025 from $542.4 million for the three months ended June 30, 2024. Revenue increased due to an increase in average sales price for the three months ended June 30, 2025 compared to the three months ended June 30, 2024. Overall, the revenue increase was attributable to a $19.1 million increase inpre-owned boat sales, partially offset by a $7.0 million decrease in new boat sales and a $1.5 million decrease in service, parts & other sales for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Previous wording

New boat sales decreased by $17.8 million, or 5.4%, to $309.5 million for the three months ended March 31, 2025 from $327.3 million for the three months ended March 31, 2024. The decrease was primarily attributable to the decrease in the unit sales, partially offset by an increase in average sales price.

Current wording

New boat sales decreased by $7.0 million, or 2.1%, to $326.1 million for the three months ended June 30, 2025 from $333.2 million for the three months ended June 30, 2024. The decrease was primarily attributable to the decrease in the unit sales, partially offset by an increase in average sales price.

Previous wording

Pre-owned boat sales increased by $14.6 million, or 11.1%, to $146.5 million for the six months ended March 31, 2025 from $131.9 million for the six 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.

Current wording

Pre-owned boat sales increased by $19.1 million, or 17.8%, to $125.9 million for the three months ended June 30, 2025 from $106.9 million for the three months ended June 30, 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 due to an increase in customer trade-ins amid improving availability in the pre-owned market.

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 $2.3 million, or 10.5%, to $24.4 million for the six months ended March 31, 2025 from $22.1 million for the six 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.

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 remained flat at $17.8 million for the three months ended June 30, 2025 compared to $17.9 million for the three months ended June 30, 2024. 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 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.

Current wording

Service, parts & other sales decreased by $1.5 million, or 1.7%, to $83.0 million for the three months ended June 30, 2025 from $84.5 million for the three months ended June 30, 2024. The decrease in service, parts & other sales is primarily due to lower production levels from boat manufacturers impacting our Distribution segment, partially offset by increases in our Dealership segment. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $39.6 million and $44.8 million for the three months ended June 30, 2025 and 2024, respectively.

Previous 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.

Current wording

Overall, gross profit decreased by $3.9 million, or 3.0%, to $128.7 million for the three months ended June 30, 2025 from $132.6 million for the three months ended June 30, 2024. This decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting. Overall gross margin decreased 110 basis points to 23.3% for the three months ended June 30, 2025 from 24.4% for the three months ended June 30, 2024 due to the factors noted below.

Previous 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.

Current wording

New boat gross profit decreased by $4.8 million, or 8.4%, to $52.0 million for the three months ended June 30, 2025 from $56.7 million for the three months ended June 30, 2024. This decrease was due to the decrease in new boat revenues and gross profit margins. New boat gross profit margin was 15.9% for the three months ended June 30, 2025 as compared to 17.0% in the three months ended June 30, 2024. The decrease was primarily due to new boat pricing, including the impact of select brands the Company is exiting.

Previous wording

Pre-owned boat gross profit remained flat at $15.9 million for the three months ended March 31, 2025 and 2024. Pre-owned boat gross profit margin was 17.7% and 20.2% for the three months ended March 31, 2025 and 2024, respectively. The decrease in gross profit margin was primarily due to strategic pricing to drive sales growth and maintain a healthy level of inventory. The decrease in pre-owned boat gross profit margin was offset by the increase in pre-owned boat units sold and average unit price.

Current wording

Pre-owned boat gross profit increased by $0.3 million, or 1.2%, to $22.5 million for the three months ended June 30, 2025 from $22.3 million for the three months ended June 30, 2024. Pre-owned boat gross profit margin was 17.9% and 20.8% for the three months ended June 30, 2025 and 2024, respectively. The decrease in gross profit margin was primarily due to strategic pricing to drive sales growth and maintain a healthy level of inventory. The decrease in pre-owned boat gross profit margin was offset by the increase in pre-owned boat units sold and average unit price.

Previous wording

Finance & insurance gross profit increased by $2.3 million, or 10.5%, to $24.4 million for the six months ended March 31, 2025 from $22.1 million for the six months ended March 31, 2024. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Current wording

Finance & insurance gross profit remained relatively flat at $17.8 million for the three months ended June 30, 2025 compared to $17.9 million for the three months ended June 30, 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 $0.4 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.

Current wording

Service, parts & other gross profit increased by $0.7 million, or 2.0%, to $36.4 million for the three months ended June 30, 2025 from $35.7 million for the three months ended June 30, 2024. The increase in gross profit was primarily the result of the increase in service, parts & other gross profit margin. Service, parts & other gross profit margin was 43.8% and 42.3% for the three months ended June 30, 2025 and 2024, respectively. The increase in gross profit margin was primarily due to a shift in mix towards service which has a higher margin profile.

Previous wording

Selling, general and administrative expenses increased by $1.3 million, or 1.5%, to $87.8 million for the three months ended March 31, 2025 from $86.5 million for the three months ended March 31, 2024. This increase was primarily due tothe increase in cost of boat shows and the increase in administrative and fixed costs from inflationary pressures. Selling, general and administrative expenses as a percentage of revenue increased to 18.2% from 17.7% for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Selling, general and administrative expenses increased by $5.1 million, or 5.8%, to $92.1 million for the three months ended June 30, 2025 from $87.1 million for the three months ended June 30, 2024. This increase was primarily driven by increased expenses to drive our same-store sales results and inflationary costs related to administrative and fixed expenses. Selling, general and administrative expenses as a percentage of revenue increased to 16.7% from 16.0% for the three months ended June 30, 2025 and 2024, respectively.

Previous 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.

Current wording

Depreciation and amortization expense increased $0.5 million, or 9.9%, to $5.6 million for the three months ended June 30, 2025 compared to $5.1 million for the three months ended June 30, 2024. The increase in depreciation and amortization expense for the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily attributable to an increase in intangible assets and property and equipment to support operations.

Previous 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.

Current wording

During the three months ended June 30, 2025, we recognized a charge of $0.1 million related to accretion of contingent consideration liabilities. During the three months ended June 30, 2024, we recognized a charge of $0.2 million related to accretion of contingent consideration liabilities.

Previous 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.

Current wording

Interest expense – floor plan decreased $2.0 million, or 21.0%, to $7.3 million for the three months ended June 30, 2025 compared to $9.3 million for the three months ended June 30, 2024. Floor plan related interest expense decreased primarily due to a decrease in average floor plan borrowings for the three months ended June 30, 2025 compared to the three months ended June 30, 2024, as well as the impact of our interest rate swaps for the three months ended June 30, 2025.

Previous 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.

Current wording

Other (income) expense, net decreased by $1.1 million, or 83.5%, to $0.2 million of income for the three months ended June 30, 2025 compared to $1.4 million of income for the three months ended June 30, 2024. The decrease was primarily related to tornado related insurance proceeds during the three months ended June 30, 2024.

Previous 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.

Current wording

Overall, revenue increased by $17.4 million, or 1.2%, to $1,412.2 million for the nine months ended June 30, 2025 from $1,394.8 million for the nine months ended June 30, 2024. Revenue increased due to a modest increase in average sales price for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024. Overall the revenue increase was attributable to a $33.6 million increase in pre-owned boat sales and a $2.2 million increase in finance & insurance income for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, partially offset by a $17.9 million decrease in new boat sales.

Previous 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.

Current wording

Pre-owned boat sales increased by $33.6 million, or 14.1%, to $272.5 million for the nine months ended June 30, 2025 from $238.8 million for the nine months ended June 30, 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 an 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 $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.

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 $2.2 million, or 5.4%, to $42.2 million for the nine months ended June 30, 2025 from $40.0 million for the nine months ended June 30, 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

Overall, gross profit decreased by $17.3 million, or 8.2%, to $194.5 million for the six months ended March 31, 2025 from $211.8 million for the six 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 230 basis points to 22.6% for the six months ended March 31, 2025 from 24.9% for the six months ended March 31, 2024 due to the factors noted below.

Current wording

Overall, gross profit decreased by $21.3 million, or 6.2%, to $323.1 million for the nine months ended June 30, 2025 from $344.4 million for the nine months ended June 30, 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 22.9% for the nine months ended June 30, 2025 from 24.7% for the nine months ended June 30, 2024 due to the factors noted below.

Previous 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.

Current wording

Pre-owned boat gross profit decreased by $0.5 million, or 0.9%, to $49.6 million for the nine months ended June 30, 2025 from $50.1 million for the nine months ended June 30, 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 18.2% and 21.0% for the nine months ended June 30, 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

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.

Current wording

Finance & insurance gross profit increased by $2.2 million, or 5.4%, to $42.2 million for the nine months ended June 30, 2025 from $40.0 million for the nine months ended June 30, 2024. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.

Previous wording

Selling, general and administrative expenses increased by $0.7 million, or 0.4%, to $166.9 million for the six months ended March 31, 2025 from $166.1 million for the six months ended March 31, 2024. This increase was primarily due to inflationary pressures on administrative and fixed costs, partially offset by savings from restructuring activities. Selling, general and administrative expenses as a percentage of revenue remained flat at 19.4% and 19.5% for the six months ended March 31, 2025 and 2024, respectively.

Current wording

Selling, general and administrative expenses increased by $5.8 million, or 2.3%, to $259.0 million for the nine months ended June 30, 2025 from $253.2 million for the nine months ended June 30, 2024. This increase was primarily due to increased expenses to drive our same-store sales results and inflationary pressures on administrative and fixed costs, partially offset by savings from restructuring activities. Selling, general and administrative expenses as a percentage of revenue remained flat at 18.3% and 18.2% for the nine months ended June 30, 2025 and 2024, respectively.

Previous wording

Depreciation and amortization expense increased by $1.7 million, or 19.1%, to $10.8 million for the six months ended March 31, 2025 compared to $9.1 million for the six months ended March 31, 2024. The increase in depreciation and amortization expense for the six months ended March 31, 2025 compared to the six months ended March 31, 2024 was primarily attributable to an increase in intangible assets and property and equipment to support operations.

Current wording

Depreciation and amortization expense increased by $2.2 million, or 15.8%, to $16.4 million for the nine months ended June 30, 2025 compared to $14.2 million for the nine months ended June 30, 2024. The increase in depreciation and amortization expense for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024 was primarily attributable to an increase in intangible assets and property and equipment to support operations.

Previous 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.

Current wording

Transaction costs remained flat at $1.1 million for the nine months ended June 30, 2025 compared to $1.0 million for the nine months ended June 30, 2024, which is attributable to similar acquisition activity for the nine months ended June 30, 2025 and 2024.

Previous wording

During the six months ended March 31, 2025, we recognized expense of $0.3 million related to accretion of contingent consideration liabilities. During the six months ended March 31, 2024, we recognized expense of $3.7 million related to updated forecasts and accretion of contingent consideration liabilities.

Current wording

During the nine months ended June 30, 2025, we recognized expense of $0.5 million related to accretion of contingent consideration liabilities. During the nine months ended June 30, 2024, we recognized expense of $3.9 million related to updated forecasts and accretion of contingent consideration liabilities.

Previous wording

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 plan. During the six months ended March 31, 2025, we recognized a loss of $2.3 million related to other various restructuring activities, of which $1.2 million was recorded in restructuring and impairment and $1.1 million was recorded innew boat cost of sales in the unaudited consolidated statement of operations.

Current wording

During the nine months ended June 30, 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 plan. During the nine months ended June 30, 2025, we recognized a loss of $3.0 million related to other various restructuring activities, of which $1.5 million was recorded in restructuring and impairment and $1.5 million was recorded innew boat cost of sales in the unaudited consolidated statement of operations.

Previous 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.

Current wording

Income from operations decreased $15.6 million, or 25.9%, to $44.7 million for the nine months ended June 30, 2025 compared to $60.3 million for the nine months ended June 30, 2024. The decrease was primarily attributable to the $21.3 million decrease in gross profit, the $5.8 million increase in selling, general and administrative expenses and the $2.2 million increase in depreciation and amortization for the nine months ended June 30, 2025 as compared to the nine months ended June 30, 2024, partially offset by a $10.4 million decrease in restructuring and impairment and a $3.5 million decrease in the change in fair value of contingent consideration during the same periods.

Previous wording

Interest expense – floor plan decreased $1.8 million, or 11.1%, to $14.5 million for the six months ended March 31, 2025 compared to $16.3 million for the six months ended March 31, 2024. Floor plan related interest expense decreased primarily due to an decrease in the average inventory for the six months ended March 31, 2025 compared to the six months ended March 31, 2024, as well as the impact of our interest rate swaps for the six months ended March 31, 2025.

Current wording

Interest expense – floor plan decreased $3.8 million, or 14.7%, to $21.9 million for the nine months ended June 30, 2025 compared to $25.6 million for the nine months ended June 30, 2024. Floor plan related interest expense decreased primarily due to an decrease in average floor plan borrowings for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024, as well as the impact of our interest rate swaps for the nine months ended June 30, 2025.

Previous wording

Income tax benefit increased by $1.3 million, or 31.2%, to $5.4 million for the six months ended March 31, 2025 compared to $4.1 million for the six months ended March 31, 2024. The change was primarily attributable to the 16.8% increase in loss before income tax benefit for the six months ended March 31, 2025 as compared to the six months ended March 31, 2024.

Current wording

Income tax (benefit) expense changed by $4.1 million, or 185.6%, to $1.9 million of income tax benefit for the nine months ended June 30, 2025 compared to $2.2 million of income tax expense for the nine months ended June 30, 2024. The change was primarily attributable to the 180.1% change in loss before income tax benefit for the nine months ended June 30, 2025 as compared to income before income tax expense for the nine months ended June 30, 2024.

Previous 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.

Current wording

Adjusted EBITDA was $32.8 million for the three months ended June 30, 2025 compared to $39.2 million for the three months ended June 30, 2024. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Previous wording

Adjusted EBITDA was $17.9 million for the three months ended March 31, 2025 compared to $28.3 million for the three months ended March 31, 2024. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit for the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current wording

Adjusted EBITDA was $52.6 million for the nine months ended June 30, 2025 compared to $74.6 million for the nine months ended June 30, 2024. The decrease in Adjusted EBITDA resulted primarily from the decrease in gross profit and the increase in selling, general and administrative expenses, partially offset by the decrease in interest expense - floor plan for the nine months ended June 30, 2025 compared to the nine months ended June 30, 2024.