Cover
Cover - shares | 9 Months Ended | |
Jun. 30, 2024 | Jul. 24, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-39213 | |
Entity Registrant Name | OneWater Marine Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 83-4330138 | |
Entity Address, Address Line One | 6275 Lanier Islands Parkway | |
Entity Address, City or Town | Buford | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30518 | |
City Area Code | 678 | |
Local Phone Number | 541-6300 | |
Title of 12(b) Security | Class A common stock, par value $0.01 per share | |
Trading Symbol | ONEW | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Central Index Key | 0001772921 | |
Current Fiscal Year End Date | --09-30 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Class A Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 14,626,876 | |
Class B Common Stock | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 1,429,940 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
CURRENT ASSETS: | ||
Cash | $ 41,034 | $ 84,648 |
Restricted cash | 10,896 | 8,662 |
Accounts receivable, net | 103,854 | 113,175 |
Inventories | 598,567 | 609,616 |
Prepaid expenses and other current assets | 67,645 | 65,798 |
Total current assets | 821,996 | 881,899 |
Property and equipment, net | 92,602 | 81,532 |
Operating lease right-of-use assets | 142,580 | 135,667 |
Other long-term assets | 1,304 | 6,069 |
Deferred tax assets, net | 33,455 | 35,066 |
Intangible assets, net | 207,341 | 212,324 |
Goodwill | 336,602 | 336,602 |
Total assets | 1,635,880 | 1,689,159 |
CURRENT LIABILITIES: | ||
Accounts payable | 27,873 | 27,113 |
Other payables and accrued expenses | 54,409 | 54,826 |
Customer deposits | 43,428 | 51,649 |
Notes payable – floor plan | 486,547 | 489,024 |
Current portion of operating lease liabilities | 15,598 | 14,568 |
Current portion of long-term debt, net | 8,632 | 29,324 |
Current portion of tax receivable agreement liability | 2,447 | 2,447 |
Total current liabilities | 638,934 | 668,951 |
Other long-term liabilities | 8,819 | 13,693 |
Tax receivable agreement liability | 40,688 | 40,688 |
Long-term operating lease liabilities | 129,491 | 123,310 |
Long-term debt, net | 417,599 | 428,439 |
Total liabilities | 1,235,531 | 1,275,081 |
STOCKHOLDERS’ EQUITY | ||
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of June 30, 2024 and September 30, 2023 | 0 | 0 |
Additional paid-in capital | 199,506 | 193,018 |
Retained earnings | 168,973 | 165,432 |
Accumulated other comprehensive income | 2 | 1 |
Total stockholders’ equity attributable to OneWater Marine Inc. | 368,641 | 358,609 |
Equity attributable to non-controlling interests | 31,708 | 55,469 |
Total stockholders’ equity | 400,349 | 414,078 |
Total liabilities and stockholders’ equity | 1,635,880 | 1,689,159 |
Class A Common Stock | ||
STOCKHOLDERS’ EQUITY | ||
Common stock value | 146 | 144 |
Class B Common Stock | ||
STOCKHOLDERS’ EQUITY | ||
Common stock value | $ 14 | $ 14 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Sep. 30, 2023 |
Preferred stock, par or stated value per share (in usd per shares) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Class A Common Stock | ||
Common stock, par or stated value per share (in usd per shares) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 40,000,000 | 40,000,000 |
Common stock, shares, issued (in shares) | 14,593,318 | 14,420,129 |
Common stock, shares, outstanding (in shares) | 14,593,318 | 14,420,129 |
Class B Common Stock | ||
Common stock, par or stated value per share (in usd per shares) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 10,000,000 | 10,000,000 |
Common stock, shares, issued (in shares) | 1,429,940 | 1,429,940 |
Common stock, shares, outstanding (in shares) | 1,429,940 | 1,429,940 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenues: | ||||
Total revenues | $ 542,441 | $ 594,339 | $ 1,394,775 | $ 1,485,329 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Total cost of sales | 409,836 | 434,905 | 1,050,365 | 1,069,210 |
Selling, general and administrative expenses | 87,059 | 92,841 | 253,169 | 260,872 |
Depreciation and amortization | 5,091 | 5,980 | 14,185 | 17,310 |
Transaction costs | 242 | 97 | 966 | 1,668 |
Change in fair value of contingent consideration | 214 | 436 | 3,918 | 763 |
Restructuring and impairment | 0 | 0 | 11,847 | 0 |
Income from operations | 39,999 | 60,080 | 60,325 | 135,506 |
Other expense (income): | ||||
Interest expense – floor plan | 9,290 | 7,436 | 25,627 | 17,687 |
Interest expense – other | 9,008 | 9,077 | 27,352 | 25,265 |
Other (income) expense, net | (1,357) | 361 | 889 | (465) |
Total other expense, net | 16,941 | 16,874 | 53,868 | 42,487 |
Net income before income tax expense | 23,058 | 43,206 | 6,457 | 93,019 |
Income tax expense | 6,344 | 9,916 | 2,222 | 21,264 |
Net income | 16,714 | 33,290 | 4,235 | 71,755 |
Net income attributable to non-controlling interests | 0 | (938) | (119) | (3,468) |
Net income attributable to non-controlling interests of One Water Marine Holdings, LLC | (2,031) | (3,782) | (572) | (8,013) |
Net income attributable to OneWater Marine Inc. | 14,683 | 28,570 | 3,544 | 60,274 |
New boat | ||||
Revenues: | ||||
Total revenues | 333,162 | 371,645 | 901,552 | 959,334 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Total cost of sales | 276,440 | 295,483 | 740,069 | 745,767 |
Pre-owned boat | ||||
Revenues: | ||||
Total revenues | 106,889 | 111,469 | 238,820 | 242,641 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Total cost of sales | 84,626 | 86,414 | 188,755 | 184,898 |
Finance & insurance income | ||||
Revenues: | ||||
Total revenues | 17,932 | 19,028 | 40,022 | 43,286 |
Service, parts & other | ||||
Revenues: | ||||
Total revenues | 84,458 | 92,197 | 214,381 | 240,068 |
Cost of sales (exclusive of depreciation and amortization shown separately below): | ||||
Total cost of sales | $ 48,770 | $ 53,008 | $ 121,541 | $ 138,545 |
Class A Common Stock | ||||
Other expense (income): | ||||
Net (loss) earnings per share of Class A common stock – basic (in usd per share) | $ 1.01 | $ 2 | $ 0.24 | $ 4.21 |
Net (loss) earnings per share of Class A common stock - diluted (in usd per share) | $ 0.99 | $ 1.95 | $ 0.24 | $ 4.12 |
Basic weighted-average shares of Class A common stock outstanding (in shares) | 14,593 | 14,314 | 14,571 | 14,317 |
Diluted weighted-average shares of Class A common stock outstanding (in shares) | 14,891 | 14,675 | 14,835 | 14,639 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income | $ 16,714 | $ 33,290 | $ 4,235 | $ 71,755 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | 6 | (4) | 1 | 15 |
Comprehensive income | 16,720 | 33,286 | 4,236 | 71,770 |
Net (income) attributable to non-controlling interests | 0 | (938) | (119) | (3,468) |
Net income attributable to non-controlling interests of One Water Marine Holdings, LLC | (2,031) | (3,782) | (572) | (8,013) |
Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC | (1) | 0 | 0 | (2) |
Comprehensive income attributable to OneWater Marine Inc. | $ 14,688 | $ 28,566 | $ 3,545 | $ 60,287 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Class A Common Stock | Class B Common Stock | Common Stock Class A Common Stock | Common Stock Class B Common Stock | Additional Paid-in Capital | Retained Earnings | Non-controlling Interest | Accumulated Other Comprehensive Income (Loss) |
Beginning balance (in shares) at Sep. 30, 2022 | 14,212,000 | 1,430,000 | |||||||
Beginning balance at Sep. 30, 2022 | $ 444,877 | $ 142 | $ 14 | $ 180,296 | $ 204,880 | $ 59,552 | $ (7) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 11,428 | 8,900 | 2,528 | ||||||
Distributions to members | (319) | (10) | (309) | ||||||
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares) | 86,000 | ||||||||
Shares issued upon vesting of equity-based awards, net of tax withholding | (754) | $ 1 | (755) | ||||||
Equity-based compensation | 2,572 | 2,572 | |||||||
Currency translation adjustment | 11 | 1 | 10 | ||||||
Ending balance (in shares) at Dec. 31, 2022 | 14,298,000 | 1,430,000 | |||||||
Ending balance at Dec. 31, 2022 | 457,815 | $ 143 | $ 14 | 182,113 | 213,770 | 61,772 | 3 | ||
Beginning balance (in shares) at Sep. 30, 2022 | 14,212,000 | 1,430,000 | |||||||
Beginning balance at Sep. 30, 2022 | 444,877 | $ 142 | $ 14 | 180,296 | 204,880 | 59,552 | (7) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 71,755 | ||||||||
Currency translation adjustment | 15 | ||||||||
Ending balance (in shares) at Jun. 30, 2023 | 14,318,000 | 1,430,000 | |||||||
Ending balance at Jun. 30, 2023 | 521,563 | $ 143 | $ 14 | 186,642 | 264,325 | 70,433 | 6 | ||
Beginning balance (in shares) at Dec. 31, 2022 | 14,298,000 | 1,430,000 | |||||||
Beginning balance at Dec. 31, 2022 | 457,815 | $ 143 | $ 14 | 182,113 | 213,770 | 61,772 | 3 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 27,037 | 22,804 | 4,233 | ||||||
Distributions to members | (72) | (2) | (70) | ||||||
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares) | 27,000 | ||||||||
Shares issued as part of employee stock purchase plan (in shares) | 44,000 | ||||||||
Shares issued as part of employee stock purchase plan | 1,063 | $ 1 | 1,062 | ||||||
Treasury stock, shares, acquired (in shares) | (63,000) | ||||||||
Repurchase and retirement of treasury shares | (1,579) | $ (1) | (760) | (818) | |||||
Shares issued upon vesting of equity-based awards, net of tax withholding | (386) | (386) | |||||||
Equity-based compensation | 2,491 | 2,491 | |||||||
Currency translation adjustment | 8 | 1 | 7 | ||||||
Ending balance (in shares) at Mar. 31, 2023 | 14,306,000 | 1,430,000 | |||||||
Ending balance at Mar. 31, 2023 | 486,377 | $ 143 | $ 14 | 184,520 | 235,754 | 65,936 | 10 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 33,290 | 28,570 | 4,720 | ||||||
Distributions to members | (222) | 1 | (223) | ||||||
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares) | 12,000 | ||||||||
Equity-based compensation | 2,122 | 2,122 | |||||||
Currency translation adjustment | (4) | (4) | |||||||
Ending balance (in shares) at Jun. 30, 2023 | 14,318,000 | 1,430,000 | |||||||
Ending balance at Jun. 30, 2023 | 521,563 | $ 143 | $ 14 | 186,642 | 264,325 | 70,433 | 6 | ||
Beginning balance (in shares) at Sep. 30, 2023 | 14,420,129 | 1,429,940 | 14,420,000 | 1,430,000 | |||||
Beginning balance at Sep. 30, 2023 | 414,078 | $ 144 | $ 14 | 193,018 | 165,432 | 55,469 | 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (7,970) | (7,170) | (800) | ||||||
Distributions to members | (3,789) | (3,789) | |||||||
Purchase of non-controlling interest | (18,840) | 716 | (19,556) | ||||||
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares) | 124,000 | ||||||||
Shares issued upon vesting of equity-based awards, net of tax withholding | (1,552) | $ 1 | (1,553) | ||||||
Equity-based compensation | 2,392 | 2,392 | |||||||
Currency translation adjustment | (9) | (1) | (8) | ||||||
Ending balance (in shares) at Dec. 31, 2023 | 14,544,000 | 1,430,000 | |||||||
Ending balance at Dec. 31, 2023 | 384,310 | $ 145 | $ 14 | 194,573 | 158,262 | 31,323 | (7) | ||
Beginning balance (in shares) at Sep. 30, 2023 | 14,420,129 | 1,429,940 | 14,420,000 | 1,430,000 | |||||
Beginning balance at Sep. 30, 2023 | 414,078 | $ 144 | $ 14 | 193,018 | 165,432 | 55,469 | 1 | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 4,235 | ||||||||
Currency translation adjustment | 1 | ||||||||
Ending balance (in shares) at Jun. 30, 2024 | 14,593,318 | 1,429,940 | 14,593,000 | 1,430,000 | |||||
Ending balance at Jun. 30, 2024 | 400,349 | $ 146 | $ 14 | 199,506 | 168,973 | 31,708 | 2 | ||
Beginning balance (in shares) at Dec. 31, 2023 | 14,544,000 | 1,430,000 | |||||||
Beginning balance at Dec. 31, 2023 | 384,310 | $ 145 | $ 14 | 194,573 | 158,262 | 31,323 | (7) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | (4,509) | (3,969) | (540) | ||||||
Distributions to members | (11) | (3) | (8) | ||||||
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares) | 24,000 | ||||||||
Shares issued as part of employee stock purchase plan (in shares) | 25,000 | ||||||||
Shares issued as part of employee stock purchase plan | 732 | $ 1 | 731 | ||||||
Shares issued upon vesting of equity-based awards, net of tax withholding | (331) | (331) | |||||||
Equity-based compensation | 2,277 | 2,277 | |||||||
Currency translation adjustment | 4 | 4 | |||||||
Ending balance (in shares) at Mar. 31, 2024 | 14,593,000 | 1,430,000 | |||||||
Ending balance at Mar. 31, 2024 | 382,472 | $ 146 | $ 14 | 197,250 | 154,290 | 30,775 | (3) | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net loss | 16,714 | 14,683 | 2,031 | ||||||
Distributions to members | (1,099) | (1,099) | |||||||
Equity-based compensation | 2,256 | 2,256 | |||||||
Currency translation adjustment | 6 | 1 | 5 | ||||||
Ending balance (in shares) at Jun. 30, 2024 | 14,593,318 | 1,429,940 | 14,593,000 | 1,430,000 | |||||
Ending balance at Jun. 30, 2024 | $ 400,349 | $ 146 | $ 14 | $ 199,506 | $ 168,973 | $ 31,708 | $ 2 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 4,235 | $ 71,755 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 16,255 | 19,126 |
Equity-based awards | 6,925 | 7,185 |
(Gain) Loss on asset disposals | (35) | 282 |
Non-cash interest expense | 2,667 | 9,432 |
Deferred income tax provision | 1,611 | 2,826 |
Change in fair value of contingent consideration | 1,788 | 763 |
Loss on equity investment | 173 | 184 |
(Increase) decrease in assets: | ||
Accounts receivable | (32,062) | (35,825) |
Inventories | 17,865 | (193,722) |
Prepaid expenses and other current assets | (1,591) | (12,958) |
Other assets | 4,593 | (2,866) |
Increase (decrease) in liabilities: | ||
Accounts payable | (4,056) | 12,372 |
Other payables and accrued expenses | (2,373) | (2,414) |
Customer deposits | (8,488) | (10,337) |
Net cash provided by (used in) operating activities | 7,507 | (134,197) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment and construction in progress | (21,747) | (17,001) |
Proceeds from disposal of property and equipment | 695 | 326 |
Cash used for additions to intangible assets | (760) | (1,467) |
Cash used in acquisitions, net of cash acquired | (5,712) | (28,611) |
Proceeds from disposal of a business | 45,100 | 0 |
Net cash provided by (used in) investing activities | 17,576 | (46,753) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings from floor plan | (2,477) | 175,434 |
Proceeds from long-term debt | 36,593 | 30,000 |
Payments on long-term debt | (69,107) | (17,756) |
Payments of debt issuance costs | (695) | 0 |
Payments of contingent consideration | (5,888) | (12,259) |
Payments of tax withholdings for equity-based awards | (1,883) | (1,140) |
Proceeds from issuance of Class A common stock as part of employee stock purchase plan | 732 | 1,063 |
Distributions to members | (4,899) | (613) |
Purchase of non-controlling interest | (18,840) | 0 |
Repurchase and retirement of Class A common stock | 0 | (1,579) |
Net cash (used in) provided by financing activities | (66,464) | 173,150 |
Effects of exchange rate changes on cash and restricted cash | 1 | 15 |
Net change in cash | (41,380) | (7,785) |
Cash and restricted cash at beginning of period | 93,310 | 60,947 |
Cash and restricted cash at end of period | 51,930 | 53,162 |
Supplemental cash flow disclosures: | ||
Cash paid for interest | 50,312 | 33,520 |
Cash paid for income taxes | 5,828 | 21,949 |
Noncash items: | ||
Acquisition purchase price funded by contingent consideration | 0 | 2,550 |
Purchase of property and equipment funded by long-term debt | 156 | 1,053 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 19,857 | 14,826 |
Acquisition purchase price funded by affiliate financing | 0 | 10,600 |
Settlement of affiliate financing with proceeds from sale and leaseback | $ 0 | $ 10,600 |
Description of Company and Basi
Description of Company and Basis of Presentation | 9 Months Ended |
Jun. 30, 2024 | |
Description of Company and Basis of Presentation [Abstract] | |
Description of Company and Basis of Presentation | Description of Company and Basis of Presentation Description of the Business OneWater Marine Inc. (“OneWater Inc”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “IPO”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Inc, the “Company”), OneWater Inc is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries. The Company is one of the largest recreational marine retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, the sale of marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of June 30, 2024, the Company operates a total of 98 retail locations, 10 distribution centers/warehouses and multiple online marketplaces in 18 states, several of which are in the top twenty states for marine retail expenditures. Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions, including rising interest rates and consumer spending patterns, can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments, global public health concerns, or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which the Company operates, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences such as corporate downsizing, inclement weather such as hurricanes, tornadoes and other storms, environmental conditions, and other events have and could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business. Sales of new boats from the Company’s top ten brands represent approximately 42.7% and 40.2% of total sales for the nine months ended June 30, 2024 and 2023, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 13.7% and 14.4% of consolidated revenue for the nine months ended June 30, 2024 and 2023, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company. Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc operates and controls all of the businesses and affairs of OneWater LLC. Through OneWater LLC and its wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, OneWater Inc conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net income attributable to OneWater Inc’s Class A stockholders. As of June 30, 2024, OneWater Inc owned 91.1% of the economic interest of OneWater LLC. Commencing December 31, 2021, the Company owned 80% of the economic interest of Quality Assets and Operations, LLC, over which the Company exercised control and the minority interest in this subsidiary was recorded accordingly. On October 31, 2023, the Company acquired the remaining 20% of the economic interest and, as a result, as of June 30, 2024 owned 100% of the economic interest in Quality Assets and Operations, LLC. See Note 4 for additional information regarding the acquisition. Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc’s Annual Report on Form 10-K for the year ended September 30, 2023. All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the fiscal year ending on September 30. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Cash At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At June 30, 2024 and September 30, 2023, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk. Restricted Cash Restricted cash relates to amounts collected for pre-owned sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Total customer deposits are shown as a liability on the consolidated balance sheets. These liabilities may be more than the applicable restricted cash balances and fluctuate due to timing differences and because in certain states the deposits are not restricted from use. Inventories Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of acquired, manufactured and assembled parts and accessories is determined using methods which vary by subsidiary and include both the average cost method and first-in, first-out (“FIFO”). Goodwill and Other Identifiable Intangible Assets Goodwill and indefinite-lived intangible assets are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, ‘‘Intangibles — Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states for annual impairment tests that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary. The Company performs its annual test in the fiscal fourth quarter. Identifiable intangible assets primarily consist of trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed. The Company has determined that trade names have an indefinite life, as there are no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the Company, and therefore, are not subject to amortization. Developed technologies and customer relationships are amortized over their estimated useful lives of ten years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in their fair value. Sales Tax The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales. Revenue Recognition Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time. We are the principal with respect to revenue from new, pre-owned and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and accessories sold directly to a customer (not on a repair order) is recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) is recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $4.7 million and $4.4 million as of June 30, 2024 and September 30, 2023, respectively. Certain parts and service transactions require the Company to perform shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery). They are considered fulfillment activities and are included in selling, general and administrative expenses. Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions are recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2024 and 2023. Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s unaudited condensed consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel is transferred to the customer. The activity in customer deposits for the three and nine months ended June 30, 2024 is as follows: ($ in thousands) Three Months Ended June 30, 2024 Nine Months Ended June 30, 2024 Beginning contract liability $ 46,536 $ 51,649 Revenue recognized from contract liabilities included in the beginning balance (29,787) (47,967) Increases due to cash received, net of amounts recognized in revenue during the period 26,679 39,746 Ending contract liability $ 43,428 $ 43,428 The following table sets forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2024 and 2023. Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Goods and services transferred at a point in time 94.2 % 94.3 % Goods and services transferred over time 5.8 % 5.7 % Total Revenue 100.0 % 100.0 % Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 Goods and services transferred at a point in time 94.0 % 94.0 % Goods and services transferred over time 6.0 % 6.0 % Total Revenue 100.0 % 100.0 % Income Taxes OneWater Inc is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations. Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and valuation of contingent consideration. Segment Information |
New Accounting Pronouncements
New Accounting Pronouncements | 9 Months Ended |
Jun. 30, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
New Accounting Pronouncements | New Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which is intended to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2025. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which is intended to improve the transparency, effectiveness and comparability of income tax disclosures by requiring greater disaggregation of information and additional disclosures. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2026. Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements. |
Acquisitions
Acquisitions | 9 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Acquisitions | Acquisitions The results of operations of acquisitions are included in the accompanying unaudited condensed consolidated financial statements from the acquisition date. The purchase price of acquisitions is allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. Under the acquisitions method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on information currently available. For the acquisition of Garden State Yacht Sales, the valuation of tangible assets and assumed liabilities are preliminary as the acquisition is subject to certain customary closing and post-closing adjustments. For the nine months ended June 30, 2024, the Company completed the following transaction: • On May 1, 2024, Garden State Yacht Sales, a full service marine retailer located in New Jersey The table below summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Total Acquisitions Accounts receivable $ 113 Inventories 6,676 Prepaid expenses 11 Property and equipment 478 Operating lease right-of-use assets 4,360 Accounts payable (1,263) Accrued expenses (36) Customer deposits (267) Operating lease liabilities (4,360) Aggregate acquisition date fair value $ 5,712 Consideration transferred $ 5,712 Included in our results for the three and nine months ended June 30, 2024, the acquisition contributed $2.9 million to our consolidated revenue and $0.3 million to our income before income tax expense. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting and other fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $0.1 million for the three and nine months ended June 30, 2024. Comparatively, we recorded $0.1 million and $1.1 million for the three and nine months ended June 30, 2023, respectively. The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and nine month period ended June 30, 2024 and 2023 had occurred on October 1, 2022: Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 ($ in thousands) (Unaudited) Pro forma revenue $ 544,029 $ 600,277 Pro forma net income $ 16,773 $ 33,786 Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 ($ in thousands) (Unaudited) Pro forma revenue $ 1,401,695 $ 1,501,573 Pro forma net income $ 3,876 $ 72,611 The amounts have been calculated by applying our accounting policies and estimates. Pro forma net income has been tax affected based on the Company's effective tax rate in the historical periods presented. On October 31, 2023, the Company exercised its right to acquire the remaining 20% economic interest in Quality Assets and Operations, LLC for consideration totaling $18.8 million. Subsequent to the acquisition, the Company owns 100% of the economic interest in Quality Assets and Operations, LLC. |
Accounts Receivable
Accounts Receivable | 9 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable | Accounts Receivable Accounts receivable primarily consists of trade accounts receivable, contracts in transit and manufacturer receivables. Trade receivables include amounts due from customers on the sale of boats, parts, service, and storage. Contracts in transit represent anticipated funding from the loan agreement customers execute at the dealership when they purchase their new or pre-owned boat. These finance contracts are typically funded within 30 days. Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties. Accounts receivable as of September 30, 2023 also consisted of a receivable resulting from the fiscal year 2023 disposition of Roscioli Yachting Center. The proceeds on disposal were received during the nine months ended June 30, 2024. The allowance for credit losses is estimated based on past collection experience, current conditions and reasonable and supportable forecasts. The activity for charges and subsequent recoveries is immaterial. Accounts receivable consisted of the following: ($ in thousands) June 30, 2024 September 30, 2023 Contracts in transit $ 44,841 $ 25,425 Trade accounts receivable 37,555 32,065 Income tax receivable 8,940 — Manufacturer receivable 13,214 11,288 Receivable for proceeds on the disposition of a business — 45,100 Total accounts receivable 104,550 113,878 Less – allowance for credit losses (696) (703) Total accounts receivable, net $ 103,854 $ 113,175 |
Inventories
Inventories | 9 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following: ($ in thousands) June 30, 2024 September 30, 2023 New vessels $ 449,004 $ 471,147 Pre-owned vessels 77,145 61,627 Work in process, parts and accessories 72,418 76,842 Total inventories $ 598,567 $ 609,616 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Our acquisitions have resulted in the recording of goodwill and other identifiable intangible assets. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of internally developed software, domain names and other identifiable intangible assets such as trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed. The changes in goodwill and intangible assets are as follows: Goodwill Trade Names Developed Technologies Customer Relationships Domain Names Internally Developed Total ($ in thousands) Unamortized Unamortized Amortized Amortized Amortized Amortized Net balance as of September 30, 2023 336,602 149,921 4,419 52,114 2,387 3,483 212,324 Acquisitions during the nine months ended June 30, 2024 — — — — — 760 760 Accumulated amortization for the nine months ended June 30, 2024 — — (320) (4,186) (478) (759) (5,743) Net balance as of June 30, 2024 $ 336,602 $ 149,921 $ 4,099 $ 47,928 $ 1,909 $ 3,484 $ 207,341 Amortization expense was $2.1 million and $3.4 million for the three months ended June 30, 2024 and 2023, respectively, $5.7 million and $10.0 million for the nine months ended June 30, 2024 and 2023, respectively, and is recorded in depreciation and amortization expense in the unaudited condensed consolidated statements of operations. For internally developed software acquisitions during the nine months ended June 30, 2024, the weighted average useful life is 3.7 years. The following table summarizes the expected amortization expense for fiscal years 2024 through 2028 and thereafter ($ in thousands): 2024 (excluding the nine months ended June 30, 2024) $ 2,093 2025 8,370 2026 8,370 2027 8,128 2028 6,638 Thereafter 23,821 $ 57,420 As of June 30, 2024 and September 30, 2023, the carrying value of goodwill totaled approximately $336.6 million, of which $295.3 million was related to our Dealerships reporting segment and $41.3 million was related to our Distribution reporting segment. |
Notes Payable - Floor Plan
Notes Payable - Floor Plan | 9 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Notes Payable - Floor Plan | Notes Payable — Floor Plan The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks. The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”). On November 14, 2023, the Company and certain of its subsidiaries entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, the “Inventory Financing Facility”) with Wells Fargo and the other financial institutions party thereto to increase the maximum borrowing amount available under the Inventory Financing Facility to $650.0 million and extend the term. The Inventory Financing Facility expires on March 1, 2026. The outstanding balance of the facility was $486.5 million and $489.0 million, as of June 30, 2024 and September 30, 2023, respectively. Interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility) (“SOFR”) plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. Interest on pre-owned boats is calculated at the new boat rate plus 0.25%. Wells Fargo will finance 100.0% of the vendor invoice price for new boats, engines, and trailers. As of June 30, 2024 the interest rate on the Inventory Financing Facility ranged from 8.09% to 10.34% for new inventory and 8.34% to 10.59% for pre-owned inventory. As of September 30, 2023 the interest rate on the Inventory Financing Facility ranged from 8.18% to 10.43% for new inventory and 8.43% to 10.68% for pre-owned inventory. Borrowing capacity available at June 30, 2024 and September 30, 2023 was $163.5 million and $61.0 million, respectively. The Inventory Financing Facility has certain financial and non-financial covenants as specified in the agreement. The financial covenants include requirements to comply with a maximum funded debt to EBITDA ratio and a minimum fixed charge coverage ratio (as defined in the Inventory Financing Facility). In addition, certain non-financial covenants could restrict the Company’s ability to sell assets (excluding inventory in the normal course of business), engage in certain mergers and acquisitions, incur additional debt and pay cash dividends or distributions, among others. On August 7, 2024, the Company entered into an amendment to the Inventory Financing Facility to modify certain definitions and financial covenants. The Company was in compliance with all covenants for the reporting period ended June 30, 2024. The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the term note payable to Truist Bank. |
Long-term Debt and Line of Cred
Long-term Debt and Line of Credit | 9 Months Ended |
Jun. 30, 2024 | |
Long-Term Debt, Unclassified [Abstract] | |
Long-term Debt and Line of Credit | Long-term Debt and Line of Credit On August 9, 2022, the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “A&R Credit Facility”) with Truist Bank. The A&R Credit Facility provides for a $65.0 million revolving credit facility (the “A&R Revolving Facility”) that may be used for revolving credit loans (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit) and a $445.0 million term loan (the “A&R Term Loan”). Subject to certain conditions, the available amount under the revolving credit facility and term loans may be increased by $125.0 million in the aggregate. The A&R Credit Facility bears interest at a rate that is equal to Term SOFR plus an applicable margin ranging from 1.75% to 2.75% based on certain consolidated leverage ratio measures. The A&R Revolving Facility matures on August 9, 2027. The A&R Term Loan is repayable in installments beginning December 31, 2022, with the remainder due on August 9, 2027. The A&R Credit Facility is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries. The collateral does not include inventory and certain other assets of the Company’s subsidiaries financed under the Inventory Financing Facility. The A&R Credit Facility is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. The A&R Credit Facility also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Company to incur additional debt, transfer or dispose of all of its assets, make certain investments, loans or payments and engage in certain transactions with affiliates. On August 7, 2024, the Company entered into an amendment to the A&R Credit Facility to modify certain definitions, terms, conditions and financial covenants. The Company was in compliance with all covenants for the reporting period ended June 30, 2024. Long-term debt consisted of the following at: ($ in thousands except monthly payment amounts) June 30, 2024 September 30, 2023 Term note payable to Truist Bank, secured and bearing interest at 7.80% at June 30, 2024 and 7.53% at September 30, 2023. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027 $ 383,813 $ 428,313 Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.81% at June 30, 2024 and 7.50% at September 30, 2023. The note requires full repayment on August 9, 2027 45,000 30,000 Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029 2,843 3,645 Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024 1,126 1,126 Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2023 — 2,056 Total debt outstanding 432,782 465,140 Less current portion (net of debt issuance costs) (8,632) (29,324) Less unamortized portion of debt issuance costs (6,551) (7,377) Long-term debt, net of current portion and unamortized debt issuance costs $ 417,599 $ 428,439 |
Stockholders_ Equity
Stockholders’ Equity | 9 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Stockholders’ Equity | Stockholders’ Equity Equity-Based Compensation We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,602,326. The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP. During the nine months ended June 30, 2024, the Board approved the grant of 141,924 performance-based restricted stock units, which represents 100% of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals. A performance-based restricted stock unit equals one share of common stock of the Company. The performance-based restricted stock units vest in three equal annual installments commencing on October 1, 2024. As of June 30, 2024, the Company estimated achievement of the performance targets at 100%. During the nine months ended June 30, 2024, the Board approved the grant of 204,557 time-based restricted stock units. Of this amount, 34,160 restricted stock units fully vest on October 1, 2024 and the remaining 170,397 restricted stock units vest in three equal annual installments commencing on October 1, 2024. Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the applicable vesting period. The Company recognized $2.1 million and $1.9 million of compensation expense for the three months ended June 30, 2024 and 2023, respectively, which includes $0.9 million of compensation expense for the three months ended June 30, 2024 and 2023, for performance-based units. The Company recognized $6.5 million and $6.6 million of compensation expense for the nine months ended June 30, 2024 and 2023, respectively, which includes $2.6 million and $3.0 million of compensation expense for the nine months ended June 30, 2024 and 2023, respectively, for performance-based units. The following table further summarizes activity related to restricted stock units for the nine months ended June 30, 2024: Restricted Stock Unit Awards Number of Shares Weighted Average Unvested at September 30, 2023 524,785 $ 28.86 Awarded 346,481 25.62 Vested (227,790) 25.07 Forfeited — — Unvested at June 30, 2024 643,476 $ 28.46 As of June 30, 2024, the total unrecognized compensation expense related to outstanding equity awards was $5.7 million, which the Company expects to recognize over a weighted-average period of 1.3 years. We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares equal to the amount of employee income tax withholding. Net Earnings Per Share Basic and diluted net earnings per share of Class A common stock is computed by dividing net income attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net earnings per share is computed by giving effect to all potentially dilutive shares. The following table sets forth the calculation of net earnings per share for the three months ended June 30, 2024 and 2023 (in thousands, except per share data): Net earnings per share: Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Numerator: Net income attributable to OneWater Inc $ 14,683 $ 28,570 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 14,593 14,314 Effect of dilutive securities: Restricted stock units 297 356 Employee stock purchase plan 1 5 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net earnings per share 14,891 14,675 Net earnings per share of Class A common stock – basic $ 1.01 $ 2.00 Net earnings per share of Class A common stock – diluted $ 0.99 $ 1.95 The following table sets forth the calculation of net earnings per share for the nine months ended June 30, 2024 and 2023 (in thousands, except per share data): Net earnings per share: Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 Numerator: Net income attributable to OneWater Inc $ 3,544 $ 60,274 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 14,571 14,317 Effect of dilutive securities: Restricted stock units 264 318 Employee stock purchase plan — 4 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net earnings per share 14,835 14,639 Net earnings per share of Class A common stock – basic $ 0.24 $ 4.21 Net earnings per share of Class A common stock – diluted $ 0.24 $ 4.12 On March 30, 2022, the Board approved a share repurchase program up to $50 million. No shares of Class A common stock were repurchased by the Company during the nine months ended June 30, 2024. As of June 30, 2024 the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $1.9 million. As of June 30, 2024, approximately $48.1 million remained available for future purchase under the repurchase program. The repurchase program does not have a predetermined expiration date. Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net earnings per share of Class B common stock under the two-class method has not been presented. The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Class B common stock 1,430 1,430 Restricted Stock Units 198 216 Employee Stock Purchase Plan 33 — 1,661 1,646 Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 Class B common stock 1,430 1,430 Restricted Stock Units 251 281 Employee Stock Purchase Plan 28 — 1,709 1,711 Employee Stock Purchase Plan At the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 23, 2021, the Company’s stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Board as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration. The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 487,466 shares of the Company’s Class A common stock may be issued under the ESPP as of June 30, 2024, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan. The Company recorded equity-based compensation for the ESPP of $0.1 million and $0.2 million during the three months ended June 30, 2024 and 2023, respectively and $0.4 million and $0.6 million during the nine months ended June 30, 2024 and 2023, respectively. As of June 30, 2024 and September 30, 2023, the Company had current liabilities of $0.8 million and $0.4 million, respectively, for future purchases of shares under the ESPP. During the nine months ended June 30, 2024 and 2023, 25,493 and 43,692 shares were issued under the ESPP at an average share price of $28.72 and $24.31, respectively. We used a Black-Scholes model to estimate the fair value of the options granted to purchase shares issued pursuant to the ESPP. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant. The following are the assumptions used for the periods ended June 30, 2024 and 2023 : 2024 2023 Dividend yield 0.0 % 0.0 % Risk-free interest rate 5.2 - 5.5% 4.8 % Volatility 37.6 - 62.7% 45.6 % Expected life Six months Six months Distributions During the nine months ended June 30, 2024 and 2023, the Company made distributions to OneWater Unit Holders for certain permitted tax payments. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements In determining fair value, the Company uses various valuation approaches including market, income and/or cost approaches. FASB standard ‘‘Fair Value Measurements’’ (Topic 820) establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are those that reflect the Company’s expectation of the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded. Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions, those used in assessing impairment of property and equipment and other intangibles, those used in the reporting unit valuation in the annual goodwill impairment evaluation and contingent consideration. The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value measurements can be volatile based on various factors that may or may not be within the Company’s control. The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2024 and September 30, 2023 June 30, 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in Equity Securities $ 153 $ — $ — $ 153 Liabilities: Contingent Consideration — — 15,287 15,287 September 30, 2023 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in Equity Securities $ 326 $ — $ — $ 326 Liabilities: Contingent Consideration — — 21,181 21,181 There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the nine months ended June 30, 2024. We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value with the change in fair value included in other expense (income), net, in the unaudited condensed consolidated statements of operations. The fair value of equity investments is measured using quoted prices in its active markets. The investment in equity securities balance is recorded in other long-term assets in the unaudited condensed consolidated balance sheets. The portion of unrealized losses (gains) recognized related to equity securities still held as of June 30, 2024 and 2023 consists of the following: ($ in thousands) Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Net loss (gain) recognized during the period on equity securities $ 38 $ (96) Less net loss recognized during the period on equity securities sold during the period — — Unrealized loss (gain) recognized during the reporting period on equity securities still held at the reporting date $ 38 $ (96) ($ in thousands) Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 Net loss recognized during the period on equity securities $ 173 $ 184 Less net loss recognized during the period on equity securities sold during the period — — Unrealized loss recognized during the reporting period on equity securities still held at the reporting date $ 173 $ 184 We estimate the fair value of contingent consideration using a probability-weighted discounted cash flow model based on forecasted future earnings or other agreed upon metrics including the production of acquisition leads. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The contingent consideration balance is recorded in other payables and accrued expenses and other long-term liabilities in the unaudited condensed consolidated balance sheets. Changes in fair value and net present value of contingent consideration are recorded in change in fair value of contingent consideration in the unaudited condensed consolidated statements of operations. The fair value of contingent consideration is reassessed on a quarterly basis. The following table sets forth the changes in fair value of our contingent consideration for the three and nine months ended June 30, 2024: ($ in thousands) Three Months Ended June 30, 2024 Balance as of March 31, 2024 $ 15,529 Additions from acquisitions — Settlement of contingent consideration (456) Change in fair value, including accretion 214 Balance as of June 30, 2024 $ 15,287 ($ in thousands) Nine Months Ended June 30, 2024 Balance as of September 30, 2023 $ 21,181 Additions from acquisitions — Settlement of contingent consideration (9,812) Change in fair value, including accretion 3,918 Balance as of June 30, 2024 $ 15,287 We determine the carrying value of our cash and cash equivalents, accounts receivable, accounts payable, other payables and accrued expenses, floor plan notes payable, term note payable with Truist Bank, seller notes payable and company vehicle notes payable approximate their fair values because of the nature of their terms and current market rates of these instruments. |
Restructuring and Impairment
Restructuring and Impairment | 9 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Impairment | Restructuring and Impairment In March 2024, the Company evaluated its operations and decided to undergo a restructuring plan (the "2024 Restructuring") which resulted in the reduction of headcount and retail locations, cancellation of certain dealer agreements, and the cancellation of certain in-process information and technology ("IT") related projects. As a result of the 2024 Restructuring, the Company recognized $11.8 million of charges during the nine months ended June 30, 2024 , which are recorded in Restructuring and impairment in the unaudited consolidated statement of operations. As of June 30, 2024, $1.1 million was recorded in other payables and accrued expenses, in the unaudited consolidated balance sheet related to these charges. No restructuring and impairment charges were recorded for the three months ended June 30, 2024 or the three and nine months ended June 30, 2023 . |
Income Taxes
Income Taxes | 9 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company is a corporation and, as a result, is subject to U.S. federal, state and local income taxes. OneWater LLC is treated as a pass-through entity for U.S. federal tax purposes and in most state and local jurisdictions. As such, OneWater LLC’s members, including the Company, are liable for federal and state income taxes on their respective shares of OneWater LLC’s taxable income. Our effective tax rates of 27.5% and 23.0% for the three months ending June 30, 2024 and 2023, respectively, and 34.4% and 22.9% for the nine months ending June 30, 2024 and 2023, respectively, differ from statutory rates primarily due to earnings allocated to non-controlling interests and limitations on officer's compensation. The Company has federal net operating loss carryforwards from underlying corporate entities of approximately $6.0 million resulting in a deferred tax asset of $1.6 million as of September 30, 2023. The U.S. federal net operating loss carryforwards have no expiration but can only be used to offset up to 80% of future taxable income annually. The Company projects to fully utilize the net operating losses during the current and subsequent fiscal years. The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will fully realize our deferred tax assets in the future. The Company has not recorded a valuation allowance. As of June 30, 2024 and September 30, 2023, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination in the US Federal and certain state tax jurisdictions for the tax years beginning with the year ended December 31, 2020. In November 2022, the Company received notification that the IRS intended to commence an audit of the federal income tax return of OneWater LLC’s partnership for the tax year ended December 31, 2020. The Company received a letter from the IRS dated July 16, 2024 noting the audit was complete and the IRS was not proposing any adjustments to the partnership return, no partnership-level penalties, and no additional taxes or amounts due. Tax Receivable Agreement In connection with the IPO, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the owners of OneWater LLC. As of June 30, 2024 and September 30, 2023, our liability under the Tax Receivable Agreement was $43.1 million, representing 85% of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)). The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability to make payments under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations. |
Contingencies and Commitments
Contingencies and Commitments | 9 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contingencies and Commitments | Contingencies and Commitments Employment Agreements The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies. Claims and Litigation The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, as of June 30, 2024 , will have a material adverse effect on its financial condition, results of operations or cash flows. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on the Company’s financial condition, liquidity or results of operations. Risk Management The Company is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions and natural disasters for which the Company carries commercial insurance. There have been no significant reductions in coverage from the prior year and settlements have not exceeded coverage in the past years. |
Leases
Leases | 9 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | Leases The Company leases real estate and equipment under operating lease agreements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. For leases with terms in excess of 12 months, we record a right-of-use (“ROU”) asset and lease liability based on the present value of lease payments over the lease term. We do not have any significant leases that have not yet commenced that create significant rights and obligations for us. The Company has elected the practical expedient not to separate lease and non-lease components for all leases that qualify. Our real estate and equipment leases often require payment of maintenance, real estate taxes and insurance. These costs are generally variable and based on actual costs incurred by the lessor. These amounts are not included in the consideration of the contract when determining the ROU asset and lease liability but are reflected as variable lease payments. Most leases include one or more options to renew, with renewal terms that can extend the lease from one ten Certain of our lease agreements include rental payments based on percentage of retail sales over contractual levels and others include rental payments adjusted periodically based on index rates. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with the Company. Total purchases incurred under these arrangements were $32.3 million and $20.7 million for the three months ended June 30, 2024 and 2023, respectively, and $103.8 million and $68.1 million for the nine months ended June 30, 2024 and 2023, respectively. In accordance with agreements approved by the Board, certain entities affiliated with the Company receive fees for rent of commercial property. Total expenses incurred under these arrangements were $0.6 million for the three months ended June 30, 2024 and 2023, and $1.8 million and $1.6 million for the nine months ended June 30, 2024 and 2023, respectively. In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with the Company for goods and services. Total fees recorded under these arrangements were $0.1 million and less than $0.1 million for the three months ended June 30, 2024 and 2023, respectively, and $1.4 million and $1.0 million for the nine months ended June 30, 2024 and 2023, respectively. In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with the Company for goods and services. Total payments recorded under these arrangements were $0.1 million for the three and nine months ended June 30, 2024. Total payments recorded under these arrangements were $0.1 million for the nine months ended June 30, 2023. No payments were recorded under these agreements for the three months ended June 30, 2023. In connection with transactions noted above, the Company owed $0.4 million and $4.7 million as recorded within accounts payable as of June 30, 2024 and September 30, 2023, respectively. Additionally, the Company had $3.4 million recorded within accounts receivable as of June 30, 2024. No amounts were recorded within accounts receivable as of September 30, 2023. |
Segment Information
Segment Information | 9 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information As of June 30, 2024, we had two reportable segments: (1) Dealerships and (2) Distribution. See Note 2 for more information about our segments. Reportable segment financial information as of and for the three and nine months ended June 30, 2024 and 2023 are as follows: As of and for the Three Months Ended June 30, 2024 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 497,793 $ 44,768 $ (120) $ 542,441 Income (loss) from operations 38,804 1,206 (11) 39,999 Depreciation and amortization 3,276 2,509 — 5,785 Transaction costs 233 9 — 242 Change in fair value of contingent consideration 214 — — 214 Restructuring and impairment — — — — Total assets 1,396,048 239,852 (20) 1,635,880 As of and for the Three Months Ended June 30, 2023 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 543,312 $ 51,180 $ (153) $ 594,339 Income (loss) from operations 59,699 388 (7) 60,080 Depreciation and amortization 2,768 3,816 — 6,584 Transaction costs 9 88 — 97 Change in fair value of contingent consideration 390 46 — 436 Restructuring and impairment — — — — Total assets 1,368,783 402,559 (25) 1,771,317 As of and for the Nine Months Ended June 30, 2024 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 1,279,609 $ 115,415 $ (249) $ 1,394,775 Income (loss) from operations 60,691 (343) (23) 60,325 Depreciation and amortization 9,244 7,011 — 16,255 Transaction costs 777 189 — 966 Change in fair value of contingent consideration 3,918 — — 3,918 Restructuring and impairment 10,699 1,148 — 11,847 Total assets 1,396,048 239,852 (20) 1,635,880 As of and for the Nine Months Ended June 30, 2023 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 1,348,433 $ 137,049 $ (153) $ 1,485,329 Income (loss) from operations 137,938 (2,425) (7) 135,506 Depreciation and amortization 7,706 11,420 — 19,126 Transaction costs 1,432 236 — 1,668 Change in fair value of contingent consideration 474 289 — 763 Restructuring and impairment — — — — Total assets 1,368,783 402,559 (25) 1,771,317 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Jun. 30, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On August 7, 2024, the Company entered into the First Amendment to the Inventory Financing Facility ("August 2024 Inventory Financing Amendment") with certain of its subsidiaries, Wells Fargo and other lenders party thereto. The August 2024 Inventory Financing Amendment amended the Inventory Financing Facility to , among other things, (i) modify certain definitions, (ii) adjust the minimum fixed charge coverage ratio and (iii) adjust the timing of scheduled step-downs of the maximum funded debt to EBITDA ratio. On August 7, 2024, the Company entered into Amendment No. 4 to the A&R Credit Facility ("August 2024 A&R Amendment") with certain of its subsidiaries, Truist Bank and other lenders party thereto. The August 2024 A&R Amendment amends the A&R Credit Facility to |
Description of Company and Ba_2
Description of Company and Basis of Presentation (Policies) | 9 Months Ended |
Jun. 30, 2024 | |
Description of Company and Basis of Presentation [Abstract] | |
Principles of Consolidation | Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc operates and controls all of the businesses and affairs of OneWater LLC. Through OneWater LLC and its wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, OneWater Inc conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net income attributable to OneWater Inc’s Class A stockholders. As of June 30, 2024, OneWater Inc owned 91.1% of the economic interest of OneWater LLC. Commencing December 31, 2021, the Company owned 80% of the economic interest of Quality Assets and Operations, LLC, over which the Company exercised control and the minority interest in this subsidiary was recorded accordingly. On October 31, 2023, the Company acquired the remaining 20% of the economic interest and, as a result, as of June 30, 2024 owned 100% of the economic interest in Quality Assets and Operations, LLC. See Note 4 for additional information regarding the acquisition. |
Basis of Financial Statement Preparation | Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc’s Annual Report on Form 10-K for the year ended September 30, 2023. All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the fiscal year ending on September 30. |
Cash | Cash At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At June 30, 2024 and September 30, 2023, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk. |
Restricted Cash | Restricted Cash Restricted cash relates to amounts collected for pre-owned sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Total customer deposits are shown as a liability on the consolidated balance sheets. These liabilities may be more than the applicable restricted cash balances and fluctuate due to timing differences and because in certain states the deposits are not restricted from use. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of acquired, manufactured and assembled parts and accessories is determined using methods which vary by subsidiary and include both the average cost method and first-in, first-out (“FIFO”). |
Goodwill and Other Identifiable Intangible Assets | Goodwill and Other Identifiable Intangible Assets Goodwill and indefinite-lived intangible assets are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, ‘‘Intangibles — Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states for annual impairment tests that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary. The Company performs its annual test in the fiscal fourth quarter. |
Sales Tax | Sales Tax The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales. |
Revenue Recognition | Revenue Recognition Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time. We are the principal with respect to revenue from new, pre-owned and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and accessories sold directly to a customer (not on a repair order) is recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) is recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $4.7 million and $4.4 million as of June 30, 2024 and September 30, 2023, respectively. Certain parts and service transactions require the Company to perform shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery). They are considered fulfillment activities and are included in selling, general and administrative expenses. Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions are recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2024 and 2023. |
Income Taxes | Income Taxes OneWater Inc is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations. |
Vendor Consideration Received | Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and valuation of contingent consideration. |
Segment Information | Segment Information |
New Accounting Pronouncements | New Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which is intended to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2025. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which is intended to improve the transparency, effectiveness and comparability of income tax disclosures by requiring greater disaggregation of information and additional disclosures. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2026. Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Contract Liabilities | The activity in customer deposits for the three and nine months ended June 30, 2024 is as follows: ($ in thousands) Three Months Ended June 30, 2024 Nine Months Ended June 30, 2024 Beginning contract liability $ 46,536 $ 51,649 Revenue recognized from contract liabilities included in the beginning balance (29,787) (47,967) Increases due to cash received, net of amounts recognized in revenue during the period 26,679 39,746 Ending contract liability $ 43,428 $ 43,428 |
Summary of Percentages on Timing of Revenue Recognition | The following table sets forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2024 and 2023. Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Goods and services transferred at a point in time 94.2 % 94.3 % Goods and services transferred over time 5.8 % 5.7 % Total Revenue 100.0 % 100.0 % Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 Goods and services transferred at a point in time 94.0 % 94.0 % Goods and services transferred over time 6.0 % 6.0 % Total Revenue 100.0 % 100.0 % |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | |
Summary of Assets Acquired and Liabilities Assumed | The table below summarizes the preliminary fair values of the assets acquired and liabilities assumed at the acquisition date: Summary of Assets Acquired and Liabilities Assumed ($ in thousands) Total Acquisitions Accounts receivable $ 113 Inventories 6,676 Prepaid expenses 11 Property and equipment 478 Operating lease right-of-use assets 4,360 Accounts payable (1,263) Accrued expenses (36) Customer deposits (267) Operating lease liabilities (4,360) Aggregate acquisition date fair value $ 5,712 Consideration transferred $ 5,712 |
Summary of Unaudited Pro Forma Results of Operations | The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and nine month period ended June 30, 2024 and 2023 had occurred on October 1, 2022: Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 ($ in thousands) (Unaudited) Pro forma revenue $ 544,029 $ 600,277 Pro forma net income $ 16,773 $ 33,786 Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 ($ in thousands) (Unaudited) Pro forma revenue $ 1,401,695 $ 1,501,573 Pro forma net income $ 3,876 $ 72,611 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Summary of Accounts Receivable | Accounts receivable consisted of the following: ($ in thousands) June 30, 2024 September 30, 2023 Contracts in transit $ 44,841 $ 25,425 Trade accounts receivable 37,555 32,065 Income tax receivable 8,940 — Manufacturer receivable 13,214 11,288 Receivable for proceeds on the disposition of a business — 45,100 Total accounts receivable 104,550 113,878 Less – allowance for credit losses (696) (703) Total accounts receivable, net $ 103,854 $ 113,175 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following: ($ in thousands) June 30, 2024 September 30, 2023 New vessels $ 449,004 $ 471,147 Pre-owned vessels 77,145 61,627 Work in process, parts and accessories 72,418 76,842 Total inventories $ 598,567 $ 609,616 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Changes in Goodwill and Identifiable Intangible Assets | The changes in goodwill and intangible assets are as follows: Goodwill Trade Names Developed Technologies Customer Relationships Domain Names Internally Developed Total ($ in thousands) Unamortized Unamortized Amortized Amortized Amortized Amortized Net balance as of September 30, 2023 336,602 149,921 4,419 52,114 2,387 3,483 212,324 Acquisitions during the nine months ended June 30, 2024 — — — — — 760 760 Accumulated amortization for the nine months ended June 30, 2024 — — (320) (4,186) (478) (759) (5,743) Net balance as of June 30, 2024 $ 336,602 $ 149,921 $ 4,099 $ 47,928 $ 1,909 $ 3,484 $ 207,341 |
Summary of Expected Amortization Expense | The following table summarizes the expected amortization expense for fiscal years 2024 through 2028 and thereafter ($ in thousands): 2024 (excluding the nine months ended June 30, 2024) $ 2,093 2025 8,370 2026 8,370 2027 8,128 2028 6,638 Thereafter 23,821 $ 57,420 |
Long-term Debt and Line of Cr_2
Long-term Debt and Line of Credit (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Long-Term Debt, Unclassified [Abstract] | |
Summary of Long-term Debt and Line of Credit | Long-term debt consisted of the following at: ($ in thousands except monthly payment amounts) June 30, 2024 September 30, 2023 Term note payable to Truist Bank, secured and bearing interest at 7.80% at June 30, 2024 and 7.53% at September 30, 2023. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027 $ 383,813 $ 428,313 Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.81% at June 30, 2024 and 7.50% at September 30, 2023. The note requires full repayment on August 9, 2027 45,000 30,000 Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029 2,843 3,645 Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024 1,126 1,126 Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2023 — 2,056 Total debt outstanding 432,782 465,140 Less current portion (net of debt issuance costs) (8,632) (29,324) Less unamortized portion of debt issuance costs (6,551) (7,377) Long-term debt, net of current portion and unamortized debt issuance costs $ 417,599 $ 428,439 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Equity [Abstract] | |
Summary of Restricted Stock Units Activity | The following table further summarizes activity related to restricted stock units for the nine months ended June 30, 2024: Restricted Stock Unit Awards Number of Shares Weighted Average Unvested at September 30, 2023 524,785 $ 28.86 Awarded 346,481 25.62 Vested (227,790) 25.07 Forfeited — — Unvested at June 30, 2024 643,476 $ 28.46 |
Summary of Calculation of Net (Loss) Earnings Per Share | The following table sets forth the calculation of net earnings per share for the three months ended June 30, 2024 and 2023 (in thousands, except per share data): Net earnings per share: Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Numerator: Net income attributable to OneWater Inc $ 14,683 $ 28,570 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 14,593 14,314 Effect of dilutive securities: Restricted stock units 297 356 Employee stock purchase plan 1 5 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net earnings per share 14,891 14,675 Net earnings per share of Class A common stock – basic $ 1.01 $ 2.00 Net earnings per share of Class A common stock – diluted $ 0.99 $ 1.95 The following table sets forth the calculation of net earnings per share for the nine months ended June 30, 2024 and 2023 (in thousands, except per share data): Net earnings per share: Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 Numerator: Net income attributable to OneWater Inc $ 3,544 $ 60,274 Denominator: Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share 14,571 14,317 Effect of dilutive securities: Restricted stock units 264 318 Employee stock purchase plan — 4 Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net earnings per share 14,835 14,639 Net earnings per share of Class A common stock – basic $ 0.24 $ 4.21 Net earnings per share of Class A common stock – diluted $ 0.24 $ 4.12 |
Summary of Antidilutive Securities Excluded From Calculation | The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands): Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Class B common stock 1,430 1,430 Restricted Stock Units 198 216 Employee Stock Purchase Plan 33 — 1,661 1,646 Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 Class B common stock 1,430 1,430 Restricted Stock Units 251 281 Employee Stock Purchase Plan 28 — 1,709 1,711 |
Summary of Weighted Average Assumptions | The following are the assumptions used for the periods ended June 30, 2024 and 2023 : 2024 2023 Dividend yield 0.0 % 0.0 % Risk-free interest rate 5.2 - 5.5% 4.8 % Volatility 37.6 - 62.7% 45.6 % Expected life Six months Six months |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Summary of Financial Assets and Liabilities Measured at Fair Value | The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2024 and September 30, 2023 June 30, 2024 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in Equity Securities $ 153 $ — $ — $ 153 Liabilities: Contingent Consideration — — 15,287 15,287 September 30, 2023 ($ in thousands) Level 1 Level 2 Level 3 Total Assets: Investment in Equity Securities $ 326 $ — $ — $ 326 Liabilities: Contingent Consideration — — 21,181 21,181 |
Summary of Unrealized Gains (Losses) Recognized Related to Equity Securities | The portion of unrealized losses (gains) recognized related to equity securities still held as of June 30, 2024 and 2023 consists of the following: ($ in thousands) Three Months Ended June 30, 2024 Three Months Ended June 30, 2023 Net loss (gain) recognized during the period on equity securities $ 38 $ (96) Less net loss recognized during the period on equity securities sold during the period — — Unrealized loss (gain) recognized during the reporting period on equity securities still held at the reporting date $ 38 $ (96) ($ in thousands) Nine Months Ended June 30, 2024 Nine Months Ended June 30, 2023 Net loss recognized during the period on equity securities $ 173 $ 184 Less net loss recognized during the period on equity securities sold during the period — — Unrealized loss recognized during the reporting period on equity securities still held at the reporting date $ 173 $ 184 |
Summary of Changes in Fair Value of Contingent Consideration | The following table sets forth the changes in fair value of our contingent consideration for the three and nine months ended June 30, 2024: ($ in thousands) Three Months Ended June 30, 2024 Balance as of March 31, 2024 $ 15,529 Additions from acquisitions — Settlement of contingent consideration (456) Change in fair value, including accretion 214 Balance as of June 30, 2024 $ 15,287 ($ in thousands) Nine Months Ended June 30, 2024 Balance as of September 30, 2023 $ 21,181 Additions from acquisitions — Settlement of contingent consideration (9,812) Change in fair value, including accretion 3,918 Balance as of June 30, 2024 $ 15,287 |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Jun. 30, 2024 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segment Financial Information | Reportable segment financial information as of and for the three and nine months ended June 30, 2024 and 2023 are as follows: As of and for the Three Months Ended June 30, 2024 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 497,793 $ 44,768 $ (120) $ 542,441 Income (loss) from operations 38,804 1,206 (11) 39,999 Depreciation and amortization 3,276 2,509 — 5,785 Transaction costs 233 9 — 242 Change in fair value of contingent consideration 214 — — 214 Restructuring and impairment — — — — Total assets 1,396,048 239,852 (20) 1,635,880 As of and for the Three Months Ended June 30, 2023 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 543,312 $ 51,180 $ (153) $ 594,339 Income (loss) from operations 59,699 388 (7) 60,080 Depreciation and amortization 2,768 3,816 — 6,584 Transaction costs 9 88 — 97 Change in fair value of contingent consideration 390 46 — 436 Restructuring and impairment — — — — Total assets 1,368,783 402,559 (25) 1,771,317 As of and for the Nine Months Ended June 30, 2024 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 1,279,609 $ 115,415 $ (249) $ 1,394,775 Income (loss) from operations 60,691 (343) (23) 60,325 Depreciation and amortization 9,244 7,011 — 16,255 Transaction costs 777 189 — 966 Change in fair value of contingent consideration 3,918 — — 3,918 Restructuring and impairment 10,699 1,148 — 11,847 Total assets 1,396,048 239,852 (20) 1,635,880 As of and for the Nine Months Ended June 30, 2023 ($ in thousands) Dealerships Distribution Eliminations Total Revenue $ 1,348,433 $ 137,049 $ (153) $ 1,485,329 Income (loss) from operations 137,938 (2,425) (7) 135,506 Depreciation and amortization 7,706 11,420 — 19,126 Transaction costs 1,432 236 — 1,668 Change in fair value of contingent consideration 474 289 — 763 Restructuring and impairment — — — — Total assets 1,368,783 402,559 (25) 1,771,317 |
Description of Company and Ba_3
Description of Company and Basis of Presentation (Details) | 9 Months Ended | |||
Jun. 30, 2024 location center brand state | Jun. 30, 2023 | Oct. 31, 2023 | Jun. 30, 2022 | |
Description of Company and Basis of Presentation [Line Items] | ||||
Number of retail locations | location | 98 | |||
Number of distribution centers | center | 10 | |||
Number of states in which entity operates | state | 18 | |||
Number of top brands | brand | 10 | |||
Economic interest of quality assets and operations | 100% | 80% | ||
Acquired economic interest of quality assets and operations | 20% | |||
OneWater LLC | ||||
Description of Company and Basis of Presentation [Line Items] | ||||
Ownership interest in subsidiaries | 91.10% | |||
Revenue Benchmark | Product Concentration Risk | Top Ten Brands | ||||
Description of Company and Basis of Presentation [Line Items] | ||||
Concentration risk, percentage | 42.70% | 40.20% | ||
Revenue Benchmark | Supplier Concentration Risk | Malibu Boats, Inc | ||||
Description of Company and Basis of Presentation [Line Items] | ||||
Concentration risk, percentage | 13.70% | 14.40% |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Narrative (Details) $ in Millions | 9 Months Ended | |
Jun. 30, 2024 USD ($) segment | Sep. 30, 2023 USD ($) | |
Accounting Policies [Abstract] | ||
Property, plant and equipment, useful life | 10 years | |
Allowance for credit loss, current | $ | $ 4.7 | $ 4.4 |
Number of operating segments | segment | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Contract With Customer, Liability [Roll Forward] | ||
Beginning contract liability | $ 46,536 | $ 51,649 |
Revenue recognized from contract liabilities included in the beginning balance | (29,787) | (47,967) |
Increases due to cash received, net of amounts recognized in revenue during the period | 26,679 | 39,746 |
Ending contract liability | $ 43,428 | $ 43,428 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Percentages on Timing of Revenue Recognition (Details) - Revenue from Contract with Customer Benchmark - Product Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 100% | 100% | 100% | 100% |
Goods and services transferred at a point in time | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 94.20% | 94.30% | 94% | 94% |
Goods and services transferred over time | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk, percentage | 5.80% | 5.70% | 6% | 6% |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
May 01, 2024 | Oct. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Acquisition [Line Items] | ||||||
Total revenues | $ 542,441 | $ 594,339 | $ 1,394,775 | $ 1,485,329 | ||
Income before income tax expense | 23,058 | 43,206 | 6,457 | 93,019 | ||
Costs related to acquisition | 100 | $ 100 | 100 | $ 1,100 | ||
Quality Assets and Operations, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Company owns economic interest | 20% | |||||
Consideration transferred | $ 18,800 | |||||
Economic interest percentage | 100% | |||||
Total Acquisitions | ||||||
Business Acquisition [Line Items] | ||||||
Total revenues | 2,900 | 2,900 | ||||
Income before income tax expense | $ 300 | $ 300 | ||||
Consideration transferred | $ 5,712 |
Acquisitions - Summary of Asset
Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - Total Acquisitions $ in Thousands | May 01, 2024 USD ($) |
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract] | |
Accounts receivable | $ 113 |
Inventories | 6,676 |
Prepaid expenses | 11 |
Property and equipment | 478 |
Operating lease right-of-use assets | 4,360 |
Accounts payable | (1,263) |
Accrued expenses | (36) |
Customer deposits | (267) |
Operating lease liabilities | (4,360) |
Aggregate acquisition date fair value | 5,712 |
Consideration transferred | $ 5,712 |
Acquisitions - Summary of Unaud
Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||||
Pro forma revenue | $ 544,029 | $ 600,277 | $ 1,401,695 | $ 1,501,573 |
Pro forma net income | $ 16,773 | $ 33,786 | $ 3,876 | $ 72,611 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 30, 2024 | Sep. 30, 2023 | |
Receivables [Abstract] | ||
Finance contracts maximum funding period | 30 days | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 104,550 | $ 113,878 |
Less – allowance for credit losses | (696) | (703) |
Total accounts receivable, net | 103,854 | 113,175 |
Contracts in transit | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 44,841 | 25,425 |
Trade accounts receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 37,555 | 32,065 |
Income tax receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 8,940 | 0 |
Manufacturer receivable | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | 13,214 | 11,288 |
Receivable for proceeds on the disposition of a business | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Total accounts receivable | $ 0 | $ 45,100 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Inventory [Line Items] | ||
Total inventories | $ 598,567 | $ 609,616 |
New vessels | ||
Inventory [Line Items] | ||
Total inventories | 449,004 | 471,147 |
Pre-owned vessels | ||
Inventory [Line Items] | ||
Total inventories | 77,145 | 61,627 |
Work in process, parts and accessories | ||
Inventory [Line Items] | ||
Total inventories | $ 72,418 | $ 76,842 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Changes in Goodwill and Identifiable Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill [Roll Forward] | ||||
Net balance - beginning of period | $ 336,602 | |||
Acquisition | 0 | |||
Net balance - end of period | $ 336,602 | 336,602 | ||
Finite-Lived Intangible Assets [Roll Forward] | ||||
Accumulated amortization | (2,100) | $ (3,400) | (5,743) | $ (10,000) |
Net balance - end of period | 57,420 | 57,420 | ||
Intangible Assets Disclosure [Roll Forward] | ||||
Net balance - beginning of period | 212,324 | |||
Acquisition | 760 | |||
Amortization of intangible assets | 2,100 | $ 3,400 | 5,743 | $ 10,000 |
Net balance - end of period | 207,341 | 207,341 | ||
Trade Names | ||||
Indefinite-Lived Intangible Assets [Roll Forward] | ||||
Net balance - beginning of period | 149,921 | |||
Acquisitions | 0 | |||
Net balance - end of period | 149,921 | 149,921 | ||
Developed Technologies | ||||
Finite-Lived Intangible Assets [Roll Forward] | ||||
Net balance - beginning of period | 4,419 | |||
Acquisitions | 0 | |||
Accumulated amortization | (320) | |||
Net balance - end of period | 4,099 | 4,099 | ||
Intangible Assets Disclosure [Roll Forward] | ||||
Amortization of intangible assets | 320 | |||
Customer Relationships | ||||
Finite-Lived Intangible Assets [Roll Forward] | ||||
Net balance - beginning of period | 52,114 | |||
Acquisitions | 0 | |||
Accumulated amortization | (4,186) | |||
Net balance - end of period | 47,928 | 47,928 | ||
Intangible Assets Disclosure [Roll Forward] | ||||
Amortization of intangible assets | 4,186 | |||
Domain Names | ||||
Finite-Lived Intangible Assets [Roll Forward] | ||||
Net balance - beginning of period | 2,387 | |||
Acquisitions | 0 | |||
Accumulated amortization | (478) | |||
Net balance - end of period | 1,909 | 1,909 | ||
Intangible Assets Disclosure [Roll Forward] | ||||
Amortization of intangible assets | 478 | |||
Internally Developed Software | ||||
Finite-Lived Intangible Assets [Roll Forward] | ||||
Net balance - beginning of period | 3,483 | |||
Acquisitions | 760 | |||
Accumulated amortization | (759) | |||
Net balance - end of period | $ 3,484 | 3,484 | ||
Intangible Assets Disclosure [Roll Forward] | ||||
Amortization of intangible assets | $ 759 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Indefinite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 2,100 | $ 3,400 | $ 5,743 | $ 10,000 | |
Weighted average useful life | 3 years 8 months 12 days | ||||
Goodwill | 336,602 | $ 336,602 | $ 336,602 | ||
Dealerships | |||||
Indefinite-Lived Intangible Assets [Line Items] | |||||
Goodwill | 295,300 | 295,300 | 295,300 | ||
Distribution | |||||
Indefinite-Lived Intangible Assets [Line Items] | |||||
Goodwill | $ 41,300 | $ 41,300 | $ 41,300 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Expected Amortization Expense (Details) $ in Thousands | Jun. 30, 2024 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 (excluding the nine months ended June 30, 2024) | $ 2,093 |
2025 | 8,370 |
2026 | 8,370 |
2027 | 8,128 |
2028 | 6,638 |
Thereafter | 23,821 |
Total | $ 57,420 |
Notes Payable - Floor Plan (Det
Notes Payable - Floor Plan (Details) - Inventory Financing Facility - USD ($) $ in Millions | 9 Months Ended | ||
Jun. 30, 2024 | Nov. 14, 2023 | Sep. 30, 2023 | |
Line of Credit Facility [Abstract] | |||
Maximum borrowing capacity | $ 650 | ||
Outstanding balance of facility | $ 486.5 | $ 489 | |
Line of credit facility, remaining borrowing capacity | $ 163.5 | $ 61 | |
Minimum | New Inventory | |||
Line of Credit Facility [Abstract] | |||
Credit facility, interest rate | 8.09% | 8.18% | |
Minimum | Pre-owned Inventory | |||
Line of Credit Facility [Abstract] | |||
Credit facility, interest rate | 8.34% | 8.43% | |
Maximum | New Inventory | |||
Line of Credit Facility [Abstract] | |||
Credit facility, interest rate | 10.34% | 10.43% | |
Maximum | Pre-owned Inventory | |||
Line of Credit Facility [Abstract] | |||
Credit facility, interest rate | 10.59% | 10.68% | |
Wells Fargo | |||
Line of Credit Facility [Abstract] | |||
Percentage of finance provided of vendor invoice price | 100% | ||
SOFR | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, term of variable rate | 30 days | ||
SOFR | Minimum | New Boats | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, variable interest rate | 2.75% | ||
SOFR | Maximum | New Boats | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, variable interest rate | 5% | ||
Boat Rate | New Boats | |||
Line of Credit Facility [Abstract] | |||
Debt instrument, variable interest rate | 0.25% |
Long-term Debt and Line of Cr_3
Long-term Debt and Line of Credit - Narrative (Details) | Aug. 09, 2022 USD ($) |
A&R Term Loan | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 445,000,000 |
A&R Credit Facility | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | 65,000,000 |
Increase in revolving commitment | $ 125,000,000 |
A&R Credit Facility | Minimum | |
Debt Instrument [Line Items] | |
Debt instrument, variable interest rate | 1.75% |
A&R Credit Facility | Maximum | |
Debt Instrument [Line Items] | |
Debt instrument, variable interest rate | 2.75% |
A&R Credit Facility | Letter of Credit | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 5,000,000 |
A&R Credit Facility | Swingline Loans | |
Debt Instrument [Line Items] | |
Maximum borrowing capacity | $ 5,000,000 |
Long-term Debt and Line of Cr_4
Long-term Debt and Line of Credit - Summary of Long-term Debt and Line of Credit (Details) - USD ($) | 9 Months Ended | |
Jun. 30, 2024 | Sep. 30, 2023 | |
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 432,782,000 | $ 465,140,000 |
Less current portion (net of debt issuance costs) | (8,632,000) | (29,324,000) |
Less unamortized portion of debt issuance costs | (6,551,000) | (7,377,000) |
Long-term debt, net of current portion and unamortized debt issuance costs | 417,599,000 | 428,439,000 |
Term note payable to Truist Bank, secured and bearing interest at 7.80% at June 30, 2024 and 7.53% at September 30, 2023. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027 | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 383,813,000 | $ 428,313,000 |
Debt instrument, interest rate, stated percentage | 7.80% | 7.53% |
Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.81% at June 30, 2024 and 7.50% at September 30, 2023. The note requires full repayment on August 9, 2027 | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 45,000,000 | $ 30,000,000 |
Debt instrument, interest rate, stated percentage | 7.81% | 7.50% |
Line of credit facility, maximum borrowing capacity | $ 65,000,000 | |
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029 | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 2,843,000 | $ 3,645,000 |
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029 | Minimum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 0% | |
Debt instrument, periodic payment | $ 200,000 | |
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029 | Maximum | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate, stated percentage | 10.80% | |
Debt instrument, periodic payment | $ 3,100,000 | |
Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024 | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 1,126,000 | 1,126,000 |
Debt instrument, interest rate, stated percentage | 4% | |
Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2023 | ||
Debt Instrument [Line Items] | ||
Total debt outstanding | $ 0 | $ 2,056,000 |
Debt instrument, interest rate, stated percentage | 5.50% |
Stockholders_ Equity - Narrativ
Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 02, 2023 intallment shares | Oct. 01, 2023 intallment shares | Feb. 23, 2021 shares | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Mar. 31, 2023 USD ($) | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) shares | Mar. 30, 2022 USD ($) | |
Share-Based Payment Arrangement [Abstract] | |||||||||||
Percentage of expected performance targets to be achieved target award | 100% | 100% | |||||||||
Authorized amount | $ 50,000 | ||||||||||
Repurchase and retirement of shares amount | $ 1,579 | ||||||||||
Stock repurchase program, remaining authorized repurchase amount | $ 48,100 | $ 48,100 | |||||||||
Equity-based awards | 6,925 | $ 7,185 | |||||||||
Employee Stock | |||||||||||
Share-Based Payment Arrangement [Abstract] | |||||||||||
Equity-based awards | 100 | $ 200 | 400 | 600 | |||||||
Stock to be purchased under ESPP | $ 800 | $ 400 | |||||||||
Performance Shares | |||||||||||
Share-Based Payment Arrangement [Abstract] | |||||||||||
Awarded (in shares) | shares | 141,924 | ||||||||||
Percentage of target award granted | 100% | ||||||||||
Number of shares of common stock consisted in each unit (in shares) | shares | 1 | ||||||||||
Number of equal annual installments for vesting | intallment | 3 | ||||||||||
Share-based payment arrangement, expense | 900 | 900 | $ 2,600 | 3,000 | |||||||
Time-Based Restricted Stock Units | |||||||||||
Share-Based Payment Arrangement [Abstract] | |||||||||||
Awarded (in shares) | shares | 170,397 | 34,160 | 204,557 | ||||||||
Number of equal annual installments for vesting | intallment | 3 | ||||||||||
Restricted Stock Units | |||||||||||
Share-Based Payment Arrangement [Abstract] | |||||||||||
Awarded (in shares) | shares | 346,481,000 | ||||||||||
Share-based payment arrangement, expense | 2,100 | $ 1,900 | $ 6,500 | $ 6,600 | |||||||
Nonvested award | $ 5,700 | $ 5,700 | |||||||||
Cost not yet recognized, period for recognition | 1 year 3 months 18 days | ||||||||||
Employee Stock | |||||||||||
Share-Based Payment Arrangement [Abstract] | |||||||||||
Shares issued as part of employee stock purchase plan (in shares) | shares | 25,493 | 43,692 | |||||||||
Shares issued (in shares) | $ / shares | $ 28.72 | $ 24.31 | $ 28.72 | $ 24.31 | |||||||
Class A Common Stock | |||||||||||
Share-Based Payment Arrangement [Abstract] | |||||||||||
Capital shares reserved for future issuance (in shares) | shares | 1,602,326 | 1,602,326 | |||||||||
Repurchased shares (in shares) | shares | 0 | ||||||||||
Repurchased and retired shares (in shares) | shares | 73,487 | ||||||||||
Repurchase and retirement of shares amount | $ 1,900 | ||||||||||
Percentage of outstanding shares, ESPP issuance | 1% | ||||||||||
Class A Common Stock | Maximum | |||||||||||
Share-Based Payment Arrangement [Abstract] | |||||||||||
Shares issued as part of employee stock purchase plan (in shares) | shares | 487,466 |
Stockholders_ Equity - Summary
Stockholders’ Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units | 9 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Number of Shares | |
Beginning balance (in shares) | shares | 524,785,000 |
Awarded (in shares) | shares | 346,481,000 |
Vested (in shares) | shares | (227,790,000) |
Forfeited (in shares) | shares | 0 |
Ending balance (in shares) | shares | 643,476,000 |
Weighted Average Grant Date Fair Value | |
Beginning balance (in usd per share) | $ / shares | $ 28.86 |
Awarded (in usd per shares) | $ / shares | 25.62 |
Vested (in usd per shares) | $ / shares | 25.07 |
Forfeited (in usd per shares) | $ / shares | 0 |
Ending balance (in usd per share) | $ / shares | $ 28.46 |
Stockholders_ Equity - Summar_2
Stockholders’ Equity - Summary of Net (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Numerator: | ||||
Net income attributable to OneWater Inc | $ 14,683 | $ 28,570 | $ 3,544 | $ 60,274 |
Class A Common Stock | ||||
Denominator: | ||||
Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) income per share (in shares) | 14,593 | 14,314 | 14,571 | 14,317 |
Weighted Average Number of Shares Outstanding, Diluted, Adjustment [Abstract] | ||||
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) earnings per share (in shares) | 14,891 | 14,675 | 14,835 | 14,639 |
Net (loss) earnings per share of Class A common stock – basic (in usd per share) | $ 1.01 | $ 2 | $ 0.24 | $ 4.21 |
Net (loss) earnings per share of Class A common stock – diluted (in usd per share) | $ 0.99 | $ 1.95 | $ 0.24 | $ 4.12 |
Class A Common Stock | Employee Stock | ||||
Weighted Average Number of Shares Outstanding, Diluted, Adjustment [Abstract] | ||||
Restricted stock unit and employee stock purchase plan (in shares) | 1 | 5 | 0 | 4 |
Class A Common Stock | Restricted Stock Units | ||||
Weighted Average Number of Shares Outstanding, Diluted, Adjustment [Abstract] | ||||
Restricted stock unit and employee stock purchase plan (in shares) | 297 | 356 | 264 | 318 |
Stockholders_ Equity - Summar_3
Stockholders’ Equity - Summary of Antidilutive Securities (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 1,661 | 1,646 | 1,709 | 1,711 |
Restricted Stock Units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 198 | 216 | 251 | 281 |
Employee Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 33 | 0 | 28 | 0 |
Class B Common Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of diluted weighted average shares (in shares) | 1,430 | 1,430 | 1,430 | 1,430 |
Stockholders_ Equity - Summar_4
Stockholders’ Equity - Summary of Employee Stock Purchase Plan (Details) | 9 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Equity [Abstract] | ||
Dividend yield | 0% | 0% |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 5.50% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 5.20% | |
Risk-free interest rate | 4.80% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 62.70% | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 37.60% | |
Volatility | 45.60% | |
Expected life | 6 months | 6 months |
Fair Value Measures - Summary o
Fair Value Measures - Summary of Financial Assets and Liabilities Measured at Fair Value (Details) - Reported Value Measurement - USD ($) $ in Thousands | Jun. 30, 2024 | Sep. 30, 2023 |
Assets: | ||
Investment in Equity Securities | $ 153 | $ 326 |
Liabilities: | ||
Contingent Consideration | 15,287 | 21,181 |
Level 1 | ||
Assets: | ||
Investment in Equity Securities | 153 | 326 |
Liabilities: | ||
Contingent Consideration | 0 | 0 |
Level 2 | ||
Assets: | ||
Investment in Equity Securities | 0 | 0 |
Liabilities: | ||
Contingent Consideration | 0 | 0 |
Level 3 | ||
Assets: | ||
Investment in Equity Securities | 0 | 0 |
Liabilities: | ||
Contingent Consideration | $ 15,287 | $ 21,181 |
Fair Value Measures - Summary_2
Fair Value Measures - Summary of Unrealized Losses Recognized Related to Equity Securities (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value Disclosures [Abstract] | ||||
Net loss (gain) recognized during the period on equity securities | $ 38 | $ (96) | $ 173 | $ 184 |
Less net loss recognized during the period on equity securities sold during the period | 0 | 0 | 0 | 0 |
Unrealized loss (gain) recognized during the reporting period on equity securities still held at the reporting date | $ 38 | $ (96) | $ 173 | $ 184 |
Fair Value Measures - Summary_3
Fair Value Measures - Summary of Changes in Fair Value of Contingent Consideration (Details) - Liability - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Beginning balance | $ 15,529 | $ 21,181 |
Additions from acquisitions | 0 | 0 |
Settlement of contingent consideration | (456) | (9,812) |
Change in fair value, including accretion | 214 | 3,918 |
Ending balance | $ 15,287 | $ 15,287 |
Restructuring and Impairment (D
Restructuring and Impairment (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 0 | $ 0 | $ 11.8 | $ 0 |
Other payables and accrued expenses | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring reserve | $ 1.1 | $ 1.1 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |||||
Effective income tax rate reconciliation (in percent) | 27.50% | 23% | 34.40% | 22.90% | |
Operating loss carryforwards | $ 6 | ||||
Deferred tax assets, operating loss carryforwards | 1.6 | ||||
Tax receivable agreement liability | $ 43.1 | $ 43.1 | $ 43.1 | ||
Percentage of net cash savings | 85% |
Leases (Details)
Leases (Details) | Jun. 30, 2024 |
Minimum | |
Operating Leased Assets [Line Items] | |
Lessor, operating lease, renewal term | 1 year |
Maximum | |
Operating Leased Assets [Line Items] | |
Lessor, operating lease, renewal term | 10 years |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | |
Related Party Transaction [Line Items] | |||||
Purchase of inventories | $ 32,300 | $ 20,700 | $ 103,800 | $ 68,100 | |
Expenses incurred | 600 | 600 | 1,800 | 1,600 | |
Total revenues | 542,441 | 594,339 | 1,394,775 | 1,485,329 | |
Accounts receivable, net | 103,854 | 103,854 | $ 113,175 | ||
Accounts payable | 27,873 | 27,873 | 27,113 | ||
Affiliated Entities and Individuals | |||||
Related Party Transaction [Line Items] | |||||
Total revenues | 100 | 100 | 1,400 | 1,000 | |
Costs and expenses, related party | 100 | $ 0 | 100 | $ 100 | |
Affiliated Entity | |||||
Related Party Transaction [Line Items] | |||||
Accounts receivable, net | 400 | 400 | 4,700 | ||
Accounts payable | $ 3,400 | $ 3,400 | $ 0 |
Segment Information (Details)
Segment Information (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) segment | Jun. 30, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Segment Information [Abstract] | |||||
Number of reportable segments | segment | 2 | ||||
Revenue | $ 542,441 | $ 594,339 | $ 1,394,775 | $ 1,485,329 | |
Income (loss) from operations | 39,999 | 60,080 | 60,325 | 135,506 | |
Depreciation and amortization | 5,785 | 6,584 | 16,255 | 19,126 | |
Transaction costs | 242 | 97 | 966 | 1,668 | |
Change in fair value of contingent consideration | 214 | 436 | 3,918 | 763 | |
Restructuring and impairment | 0 | 0 | 11,847 | 0 | |
Total assets | 1,635,880 | 1,771,317 | 1,635,880 | 1,771,317 | $ 1,689,159 |
Eliminations | |||||
Segment Information [Abstract] | |||||
Revenue | (120) | (153) | (249) | (153) | |
Income (loss) from operations | (11) | (7) | (23) | (7) | |
Depreciation and amortization | 0 | 0 | 0 | 0 | |
Transaction costs | 0 | 0 | 0 | 0 | |
Change in fair value of contingent consideration | 0 | 0 | 0 | 0 | |
Restructuring and impairment | 0 | 0 | 0 | 0 | |
Total assets | (20) | (25) | (20) | (25) | |
Dealerships | Operating Segments | |||||
Segment Information [Abstract] | |||||
Revenue | 497,793 | 543,312 | 1,279,609 | 1,348,433 | |
Income (loss) from operations | 38,804 | 59,699 | 60,691 | 137,938 | |
Depreciation and amortization | 3,276 | 2,768 | 9,244 | 7,706 | |
Transaction costs | 233 | 9 | 777 | 1,432 | |
Change in fair value of contingent consideration | 214 | 390 | 3,918 | 474 | |
Restructuring and impairment | 0 | 0 | 10,699 | 0 | |
Total assets | 1,396,048 | 1,368,783 | 1,396,048 | 1,368,783 | |
Distribution | Operating Segments | |||||
Segment Information [Abstract] | |||||
Revenue | 44,768 | 51,180 | 115,415 | 137,049 | |
Income (loss) from operations | 1,206 | 388 | (343) | (2,425) | |
Depreciation and amortization | 2,509 | 3,816 | 7,011 | 11,420 | |
Transaction costs | 9 | 88 | 189 | 236 | |
Change in fair value of contingent consideration | 0 | 46 | 0 | 289 | |
Restructuring and impairment | 0 | 0 | 1,148 | 0 | |
Total assets | $ 239,852 | $ 402,559 | $ 239,852 | $ 402,559 |
Subsequent Events (Details)
Subsequent Events (Details) - A&R Credit Facility | Aug. 07, 2024 | Aug. 09, 2022 |
Minimum | ||
Subsequent Event [Line Items] | ||
Debt instrument, variable interest rate | 1.75% | |
Minimum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Debt instrument, variable interest rate | 1.75% | |
Maximum | ||
Subsequent Event [Line Items] | ||
Debt instrument, variable interest rate | 2.75% | |
Maximum | Subsequent Event | ||
Subsequent Event [Line Items] | ||
Debt instrument, variable interest rate | 3.25% |