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Item 2 — Management's Discussion and Analysis
Onewater Marine Inc. · 10-Q · Q3 FY2026 · Period ended Jun 30, 2026
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Unless the context requires otherwise, references in this report to the “Company,” “we,” “us,” and “our” refer to OneWater Marine Inc. and its consolidated subsidiaries. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the accompanying financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q. The following discussion contains forward-looking statements that reflect our future plans, estimates, beliefs and expected performance. The forward-looking statements are dependent upon events, risks and uncertainties that may be outside our control. Our actual results could differ materially from those discussed in these forward-looking statements as a result of a variety of risks and uncertainties, including those discussed above in “Cautionary Statement Regarding Forward-Looking Statements”, below in "Risk Factors" and described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the year ended September 30, 2025, filed with the SEC on December 15, 2025, all of which are difficult to predict. In light of these risks, uncertainties and assumptions, the forward-looking events discussed may not occur. We do not undertake any obligation to publicly update any forward-looking statements except as otherwise required by applicable law.
Overview
We believe that we are one of the largest and fastest-growing marine retailers in the United States with 91 dealerships, 6 distribution centers/warehouses and multiple online marketplaces as of June 30, 2026. Our dealer groups are located within highly attractive markets throughout the Southeast, Gulf Coast, Mid-Atlantic and Northeast, many of which are in the top twenty states for marine retail expenditures. We believe that we are a market leader by volume in sales of premium boats in many of the markets in which we operate. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. Our sales of marine parts and accessories expanded with the acquisitions of T-H Marine Supplies, LLC (“T-H Marine”) and, prior to the completed sale on February 2, 2026, Ocean Bio-Chem, LLC (f/k/a Ocean Bio-Chem, Inc.) ("Ocean Bio-Chem").
We report our operations through two reportable segments: Dealership and Distribution.
As of June 30, 2026, the Dealership segment includes operations of 91 dealerships in 17 states including Florida, Texas, Alabama and Georgia, among others, and represents 94% and 93% of revenues for the three and nine months ended June 30, 2026, respectively. The Dealership segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine-related parts and accessories and offers slip and storage accommodations in certain locations. In fiscal year 2025, we sold over 9,500 new and pre-owned boats, many of which were sold to customers who had a trade-in or with whom we otherwise had established relationships. The combination of our significant scale, diverse inventory and revenue streams, access to premium boat brands and meaningful brand equity enables us to provide a consistently professional experience as reflected by the number of our repeat customers and Dealership same-store sales growth.
As of June 30, 2026, the Distribution segment includes the activity of our fully-owned businesses, Central Assets & Operations, LLC d/b/a PartsVu and T-H Marine and its subsidiaries, which together operate 6 distribution centers/warehouses in Alabama, Florida, and Oklahoma and represents 6% and 7% of revenues for the three and nine months ended June 30, 2026, respectively. Prior to completion of the sale on February 2, 2026, the Distribution segment also included the activity of Ocean Bio-Chem and its subsidiaries. The Distribution segment engages in the manufacturing, assembly and distribution of primarily marine-related products for sale to distributors, big box retailers, online retailers and direct to consumers. We offer a wide array of branded parts and accessories including jack plates, rigging parts, plumbing components, LED lighting, storage systems, and appearance, cleaning, and maintenance products for the marine and ancillary industries. All revenue for the Distribution segment is reported in service, parts & other in our consolidated statements of operations.
We were formed in 2014 as OneWater LLC through the combination of Singleton Marine and Legendary Marine, which created a marine retail platform that collectively owned and operated 19 dealerships. Since the combination in 2014, we have acquired multiple additional dealerships, distribution centers/warehouses and online marketplaces through 35 acquisitions and, as of June 30, 2026, operate 91 dealerships and 6 distribution centers/warehouses. Our current portfolio as of June 30, 2026 consists of multiple brands which are recognized on a local, regional or national basis. Because of this, we believe we are one of the largest and fastest-growing marine retailers in the United States based on number of dealerships and total boats sold. While we have opportunistically opened new dealerships in select markets, or launched additional parts and accessory products, we believe that it is generally more effective economically and operationally to acquire existing businesses with experienced staff and established reputations.
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The boat dealership market is highly fragmented and is comprised of approximately 4,000 dealerships nationwide. Most competing boat retailers are operated by local business owners who own three or fewer stores; however, we do have other large competitors. We believe we are one of the largest and fastest-growing marine retailers in the United States. Despite our size, we comprise less than 4% of total industry sales. Our scale and business model allow us to leverage our extensive inventory to provide consumers with the ability to find a boat that matches their preferences (e.g., make, model, color, configuration and other options) and to deliver the boat within days while providing a personalized sales experience. In addition to boat sales, we also generate sales from related products including finance & insurance and service, parts & other sales. We are able to operate with a comparatively higher degree of profitability than other independent retailers because we allocate support resources across our broader base, focus on high margin service, parts and accessories, utilize floor plan financing and provide core back-office functions on a scale that many independent retailers are unable to match. We seek to be the leading marine retailer by total market share within each boating market and within the product segments in which we participate. To the extent that we are not, we will evaluate acquiring other local retailers in order to increase our sales, to add additional brands or to provide us with additional high-quality personnel.
Trends and Other Factors Impacting Our Performance
Acquisitions
We have been a highly acquisitive company. Since the combination of Singleton Marine and Legendary Marine in 2014, we have acquired additional dealerships through 30 dealer group acquisitions. Our team remains focused on expanding our dealership growth in regions with strong boating cultures, enhancing the customer experience and generating value for our shareholders. In addition to dealership acquisitions, the Company has strategically acquired 5 parts and accessories companies. We plan to continue to strategically evaluate and complete acquisitions moving forward.
We have an extensive acquisition track record within the retail marine industry and believe we have developed a reputation for treating sellers and their staff in an honest and fair manner. We typically retain the management team and name of the acquired group. We believe this practice preserves customer relationships and goodwill in the local marketplace. We believe our reputation and scale have positioned us as a buyer of choice for marine retailers who want to sell their businesses. Our strategy is to acquire dealerships at attractive EBITDA multiples and then grow same-store sales while benefiting from cost-reducing synergies. Historically, we have typically acquired dealerships for less than 4.0x EBITDA on a trailing twelve-month basis and believe that we will be able to continue to make attractive acquisitions within this range. Historically, we have acquired manufacturing and distribution companies within a range of 5.0x – 10.0x EBITDA on a trailing twelve-month basis, depending on the size of the business.
General Economic Conditions
General economic conditions and consumer spending patterns can negatively impact our operating results. Unfavorable local, regional, national, or global economic developments or uncertainties, including the adverse economic effects of higher interest rates or inflation, increases to tariff or duty rates, supply chain constraints, or a prolonged economic downturn, could reduce consumer spending and adversely affect our business. The global trade and macroeconomic environment remains dynamic, including the impact of U.S. tariffs and
foreign retaliatory measures, the impact of the U.S.-Israel and Iran war, as well as broader geopolitical and foreign policy developments. These factors may affect supply chains, input costs, fuel and transportation costs, consumer demand, capital markets and foreign exchange rates. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, higher interest rates or higher fuel costs, even if prevailing economic conditions are otherwise favorable. The imposition of tariffs on foreign goods and services, as well as any retaliatory tariffs on U.S. goods and services, could increase the price of supplies and materials we rely on to conduct our business, and, thus, negatively impact our operating results. Although rhetoric has de-escalated in recent months, there is still a high degree of uncertainty surrounding U.S. tariff policy, how it will be implemented, and how other countries will react to it. Additionally, ongoing geopolitical instability, including armed conflicts, heightened tensions in oil-producing regions, and the potential for broader military escalation, could disrupt global energy markets, drive significant increases in fuel and transportation costs, and further erode consumer confidence and discretionary spending. Economic conditions in areas in which we operate dealerships, particularly in the Southeast, can have a major impact on our overall results of operations. Local influences, such as corporate downsizing, inclement weather such as hurricanes, tornadoes, and other storms, environmental conditions, and global public health concerns and events have and could adversely affect our operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on our business.
Our business was significantly impacted during the recessionary period that began in 2007. This period of weakness in consumer spending and depressed economic conditions had a substantial negative effect on our operating results. In response to these conditions we reduced our inventory purchases, closed certain dealerships and reduced headcount. Additionally, in an effort to counteract the downturn, we increased our focus on pre-owned sales, parts and repair services, and finance & insurance services. As a result, we surpassed our pre-recession sales levels in less than 24 months. While we believe the measures we took significantly reduced the impact of the downturn on the business, we cannot guarantee similar results in the event of a future downturn. Additionally, we cannot predict the timing or length of unfavorable economic or industry conditions, including a downturn as a result of a global health crisis, rising interest rates, tariffs, inflation, or the extent to which they could adversely affect our operating results.
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Although past economic conditions have adversely affected our operating results, we believe we are capable of responding in a manner that allows us to substantially outperform the industry and gain market share. We believe our ability to capture such market share enables us to align our retail strategies with the desires of customers. We expect our core strengths, including retail and acquisition strategies, will allow us to capitalize on growth opportunities as they occur, despite market conditions.
Critical Accounting Estimates
There have been no material changes in our critical accounting policies and estimates from the information provided in the Company’s Annual Report for the fiscal year ended September 30, 2025, except for revisions to certain estimates used in determining the estimated fair value of identifiable intangible assets. These revisions were made to better reflect the value of certain trade names based on changes in branding arising from an internal realignment at certain locations. As a result, the Company recorded an impairment loss of $5.8 million to reduce the carrying value of identifiable intangible assets to estimated fair value.
How We Evaluate Our Operations
Revenue
We have a diversified revenue profile that is comprised of new boat sales, pre-owned boat sales, finance & insurance products, repair and maintenance services, and parts and accessories sales. During different phases of the economic cycle, consumer behavior may shift away from new boats; however, we are well-positioned to generate revenue from pre-owned boats, repair and maintenance services, and parts and accessories, which have all historically increased during periods of economic uncertainty. We generate pre-owned sales from boats traded-in for new and pre-owned boats, boats purchased from customers, brokerage transactions, consignment sales and wholesale sales. We continue to focus on all aspects of our business including non-boat sales of finance & insurance products, repair and maintenance services, and parts and accessories. Although non-boat sales contributed approximately 16.9% and 18.2% to revenue in the three months ended June 30, 2026 and 2025, respectively, and 17.9% and 18.1% to revenue in the nine months ended June 30, 2026 and 2025, respectively, due to the higher gross margin on these product and service lines, non-boat sales contributed 36.0% and 42.1% to gross profit in the three months ended June 30, 2026 and 2025, respectively, and 37.7% and 41.6% to gross profit in the nine months ended June 30, 2026 and 2025, respectively. We have also diversified our business across geographies, dealership types (e.g., fresh water and salt water), and product offerings (e.g., focus on parts and accessories businesses through our Distribution segment) in order to reduce the effects of seasonality and cyclicality of our business. In addition to seasonality, revenue and operating results may be significantly affected by quarter-to-quarter changes in economic conditions, manufacturer incentive programs, adverse weather conditions and other developments outside of our control.
Gross Profit
We calculate gross profit as revenue less cost of sales. Cost of sales consists of actual amounts paid for products, costs of services (primarily labor), transportation costs from manufacturers to our dealerships and vendor consideration. Gross profit excludes the majority of our depreciation and amortization, which is presented separately in our consolidated statements of operations.
Gross Profit Margin
Our overall gross profit margin varies with our revenue mix. Sales of new and pre-owned boats, which have comparable margins, generally result in a lower gross profit margin than our non-boat sales. As a result, when revenue from non-boat sales increases as a percentage of total revenue, we expect our overall gross profit margin to increase.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of base salaries and incentive-based compensation, advertising, rent, insurance, utilities, and other customary operating expenses. A portion of our cost structure is variable (such as sales commissions and incentive compensation), or controllable (such as advertising), which we believe allows us to adapt to changes in the retail environment over the long term. We typically evaluate our variable expenses, selling expenses and all other selling, general and administrative expenses in the aggregate as a percentage of total revenue.
Dealership Same-Store Sales
We assess the organic growth of our Dealership segment revenue on a same-store basis. We believe that our assessment on a same-store basis represents an important indicator of comparative financial results and provides relevant information to assess our performance. New and acquired dealerships become eligible for inclusion in the comparable dealership base at the end of the dealership’s thirteenth month of operations under our ownership and revenues are only included for identical months in the same-store base periods. Dealerships relocated within an existing market remain in the comparable dealership base for all periods. Additionally, amounts related to closed dealerships are excluded from each comparative base period. Because Dealership same-store sales may be defined differently by other companies in our industry, our definition of this measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
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Adjusted EBITDA
We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, transaction costs, stock-based compensation and restructuring and impairment. See ‘‘—Comparison of Non-GAAP Financial Measures’’ for more information and a reconciliation of Adjusted EBITDA to net income (loss), the most directly comparable financial measure calculated and presented in accordance with GAAP.
Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share
We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other (income) expense, all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC, for periods prior to the Final Redemption. Each of these adjustments are subsequently adjusted for income tax at an estimated statutory tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. on a per share basis. See ‘‘—Comparison of Non-GAAP Financial Measures’’ for more information and a reconciliation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to net income (loss) and net earnings (loss) per share - diluted, respectively, the most directly comparable financial measures calculated and presented in accordance with GAAP.
Summary of Acquisitions and Dispositions
Acquisitions
The comparability of our results of operations between the periods discussed below is naturally affected by the acquisitions we have completed during such periods. We are also continuously evaluating and pursuing acquisitions on an ongoing basis, and such acquisitions, if completed, will continue to impact the comparability of our financial results. While we expect continued growth and strategic acquisitions in the future, our acquisitions may have materially different characteristics than our historical results, and such differences in economics may impact the comparability of our future results of operations to our historical results.
Fiscal 2026 Year-to-date Acquisitions
There have been no acquisitions during fiscal year 2026.
Fiscal Year 2025 Acquisitions
•Effective February 1, 2025, we acquired certain assets of American Yacht Group, a full service marine retailer with two locations in Florida.
This acquisition is fully reflected in our unaudited condensed consolidated statements of operations for the three months ended June 30, 2025 and partially reflected in our unaudited condensed consolidated statements of operations for the nine months ended June 30, 2025.
Dispositions
The comparability of our results of operations between the periods discussed below is naturally affected by the dispositions we have completed during such periods. Future dispositions, if any, may impact the comparability of our future results of operations to our historical results.
Fiscal 2026 Year-to-date Dispositions
•Effective February 2, 2026, we sold Ocean Bio-Chem and its subsidiaries, a supplier and distributor of appearance, cleaning and maintenance products for the marine industry and the automotive, powersports, recreational vehicle, and outdoor power equipment markets. The business had facilities in Alabama and Florida. During the year ended September 30, 2025, Ocean Bio-Chem accounted for 3.3% of the Company's total revenues and 2.7% of the Company's total cost of sales.
The disposition is fully reflected in our unaudited condensed consolidated statements of operations for the three months ended June 30, 2026. For the nine months ended June 30, 2026, the disposed business contributed to results for the period prior to the disposition date and, accordingly, the effects of the disposition are only partially reflected. There were no dispositions during the fiscal year ended September 30, 2025.
Other Factors Affecting Comparability of Our Future Results of Operations to Our Historical Results of Operations
Our historical financial results discussed below may not be comparable to our future financial results. As we further implement controls, processes and infrastructure applicable to companies with publicly traded equity securities, including the integration of acquired companies, it is likely that we will incur additional selling, general, and administrative expenses relative to historical periods. Additionally,
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from time to time, we may consider expanding or cancelling certain dealer agreements, which could impact our future revenues and gross profit. Any dispositions we make may impact the comparability of our future results of operations to our historical results. Our future results will depend on our ability to efficiently manage our combined operations and execute our business strategy.
Results of Operations
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025
For the Three Months Ended June 30, 2026 For the Three Months Ended June 30, 2025 $ Change % Change
($ in thousands) Amount % of Revenue Amount % of Revenue
Revenues:
New boat $ 319,960 60.3 % $ 326,134 59.0 % $ (6,174) -1.9 %
Pre-owned boat 121,058 22.8 % 125,941 22.8 % (4,883) -3.9 %
Finance & insurance income 17,293 3.3 % 17,782 3.2 % (489) -2.7 %
Service, parts & other 72,400 13.6 % 83,007 15.0 % (10,607) -12.8 %
Total revenues 530,711 100.0 % 552,864 100.0 % (22,153) -4.0 %
Gross Profit
New boat 57,134 10.8 % 51,950 9.4 % 5,184 10.0 %
Pre-owned boat 24,499 4.6 % 22,535 4.1 % 1,964 8.7 %
Finance & insurance 17,293 3.3 % 17,782 3.2 % (489) -2.7 %
Service, parts & other 28,555 5.4 % 36,396 6.6 % (7,841) -21.5 %
Total gross profit 127,481 24.0 % 128,663 23.3 % (1,182) -0.9 %
Selling, general and administrative expenses 87,243 16.4 % 92,138 16.7 % (4,895) -5.3 %
Depreciation and amortization 4,075 0.8 % 5,593 1.0 % (1,518) -27.1 %
Transaction costs 210 — % 175 — % 35 20.0 %
Change in fair value of contingent consideration — — % 144 — % (144) -100.0 %
Restructuring and impairment 304 0.1 % 234 — % 70 29.9 %
Income from operations 35,649 6.7 % 30,379 5.5 % 5,270 17.3 %
Interest expense – floor plan 6,763 1.3 % 7,340 1.3 % (577) -7.9 %
Interest expense – other 7,070 1.3 % 9,041 1.6 % (1,971) -21.8 %
Other (income) expense, net (150) — % (224) — % 74 -33.0 %
Net income before income tax expense 21,966 4.1 % 14,222 2.6 % 7,744 54.5 %
Income tax expense 10,293 1.9 % 3,507 0.6 % 6,786 193.5 %
Net income 11,673 2.2 % 10,715 1.9 % 958 8.9 %
Net income attributable to non-controlling interests of One Water Marine Holdings, LLC — —
Net income attributable to OneWater Marine Inc. $ 11,673 $ 10,715
Revenue
Overall, revenue decreased by $22.2 million, or 4.0%, to $530.7 million for the three months ended June 30, 2026 from $552.9 million for the three months ended June 30, 2025. Revenue decreased primarily due to a decrease in unit sales for the three months ended June 30, 2026 compared to the three months ended June 30, 2025. Overall, the revenue decrease was primarily attributable to a $10.6 million decrease in service, parts & other sales, a $6.2 million decrease in new boat sales, and a $4.9 million decrease in pre-owned boat sales for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
New Boat Sales
New boat sales decreased by $6.2 million, or 1.9%, to $320.0 million for the three months ended June 30, 2026 from $326.1 million for the three months ended June 30, 2025. The decrease was primarily driven by lower unit sales, partially offset by higher average price
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per unit. The decline in new boat sales was primarily attributable to the impact of strategic brand exits completed during the prior year; excluding those brands, new boat sales increased year over year.
Pre-owned Boat Sales
Pre-owned boat sales decreased by $4.9 million, or 3.9%, to $121.1 million for the three months ended June 30, 2026 from $125.9 million for the three months ended June 30, 2025. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The decrease in pre-owned boat sales was primarily attributable to lower unit sales, reflecting a challenging comparison to the prior year period, during which pre-owned boat sales increase of 18%.
Finance & Insurance Income
We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income decreased by $0.5 million, or 2.7%, to $17.3 million for the three months ended June 30, 2026 from $17.8 million for the three months ended June 30, 2025. The decrease was primarily due to the decrease in new boat and pre-owned boat sales. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Service, Parts & Other Sales
Service, parts & other sales decreased by $10.6 million, or 12.8%, to $72.4 million for the three months ended June 30, 2026 from $83.0 million for the three months ended June 30, 2025. The decrease in service, parts & other sales is attributable to the sale of Ocean Bio-Chem. Excluding the impact of the disposition, service, parts & other sales increased. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $29.3 million and $40.1 million for the three months ended June 30, 2026 and 2025, respectively.
Gross Profit
Gross profit decreased by $1.2 million, or 0.9%, to $127.5 million for the three months ended June 30, 2026 from $128.7 million for the three months ended June 30, 2025. This decrease was primarily due to the decrease in revenues for the three months ended June 30, 2026 compared to the three months ended June 30, 2025, partially offset by the increase in gross margin. Gross margin increased 70 basis points to 24.0% for the three months ended June 30, 2026 from 23.3% for the three months ended June 30, 2025 due to the factors noted below.
New Boat Gross Profit
New boat gross profit increased by $5.2 million, or 10.0%, to $57.1 million for the three months ended June 30, 2026 from $52.0 million for the three months ended June 30, 2025. Gross profit margin increased to 17.9% for the three months ended June 30, 2026 as compared to 15.9% in the three months ended June 30, 2025. The increase was primarily attributable to new boat pricing and the impact of portfolio optimization actions taken in the previous fiscal year.
Pre-owned Boat Gross Profit
Pre-owned boat gross profit increased by $2.0 million, or 8.7%, to $24.5 million for the three months ended June 30, 2026 from $22.5 million for the three months ended June 30, 2025. The increase in pre-owned gross profit was driven by margin expansion. Pre-owned boat gross profit margin was 20.2% and 17.9% for the three months ended June 30, 2026 and 2025, respectively. The increase in gross profit margin was primarily due to a favorable model mix of pre-owned boat sales and the continued strength of customer demand.
Finance & Insurance Gross Profit
Finance & insurance gross profit decreased by $0.5 million, or 2.7%, to $17.3 million for the three months ended June 30, 2026 from $17.8 million for the three months ended June 30, 2025. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Service, Parts & Other Gross Profit
Service, parts & other gross profit decreased by $7.8 million, or 21.5%, to $28.6 million for the three months ended June 30, 2026 from $36.4 million for the three months ended June 30, 2025. The decrease in gross profit was the result of a decrease in Distribution segment sales as a result of the disposition of Ocean Bio-Chem. Service, parts & other gross profit margin was 39.4% and 43.8% for the three months ended June 30, 2026 and 2025, respectively. The decrease in gross profit margin was primarily driven by a shift in sales mix following the disposition of OBCI.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased by $4.9 million, or 5.3%, to $87.2 million for the three months ended June 30, 2026 from $92.1 million for the three months ended June 30, 2025. This decrease was primarily due to previously implemented cost saving actions and ongoing expense management, partially offset by an increase in variable personnel costs, primarily sales commissions due to higher new and pre-owned gross profit. Selling, general and administrative expenses as a percentage of revenue decreased to 16.4% from 16.7% for the three months ended June 30, 2026 and 2025, respectively, primarily due to cost reduction actions.
Depreciation and Amortization
Depreciation and amortization expense decreased $1.5 million, or 27.1%, to $4.1 million for the three months ended June 30, 2026 compared to $5.6 million for the three months ended June 30, 2025. The decrease in depreciation and amortization expense was primarily attributable to a reduction in amortization of intangible assets due to the prior year impairment charge as well as the impact of the Ocean Bio-Chem disposition.
Transaction Costs
Transaction costs remained flat at $0.2 million for the three months ended June 30, 2026 and the three months ended June 30, 2025. The stability was primarily attributable to consistent acquisition and disposal activity across both periods.
Change in Fair Value of Contingent Consideration
During the three months ended June 30, 2026, we recognized no charges related to the change in fair value of contingent consideration compared to $0.1 million of charges related to accretion of contingent consideration liabilities during the three months ended June 30, 2025.
Restructuring and Impairment
During the three months ended June 30, 2026 and June 30, 2025, we recognized charges of $0.3 million and $0.2 million, respectively, primarily related to headcount reductions.
Income from Operations
Income from operations increased $5.3 million, or 17.3%, to $35.6 million for the three months ended June 30, 2026 compared to $30.4 million for the three months ended June 30, 2025. The increase was primarily attributable to the $4.9 million decrease in selling, general and administrative expenses and the $1.5 million decrease in depreciation and amortization, partially offset by the $1.2 million decrease in gross profit for the three months ended June 30, 2026 as compared to the three months ended June 30, 2025.
Interest Expense – Floor Plan
Interest expense – floor plan decreased $0.6 million, or 7.9%, to $6.8 million for the three months ended June 30, 2026 compared to $7.3 million for the three months ended June 30, 2025. Floor plan related interest expense decreased primarily due to the decrease in both the average floor plan borrowings and interest rates for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Interest Expense – Other
Interest expense – other decreased $2.0 million, or 21.8%, to $7.1 million for the three months ended June 30, 2026 compared to $9.0 million for the three months ended June 30, 2025. The decrease in interest expense – other was primarily attributable to a lower average outstanding debt balance resulting from debt repayments, as well as lower interest rates.
Other (Income) Expense, Net
Other (income) expense, net was flat at $0.2 million of income for each of the three months ended June 30, 2026 and June 30, 2025.
Income Tax Expense
Income tax expense increased by $6.8 million, or 193.5%, to $10.3 million of income tax expense for the three months ended June 30, 2026 compared to $3.5 million of income tax expense for the three months ended June 30, 2025. Our effective tax rates were 46.9% and 24.7% for the three months ended June 30, 2026 and 2025, respectively. The effective tax rates differ from statutory rates primarily due to limitations on the deductibility of officer's compensation and the impact of other permanent and temporary tax differences.
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Net Income
Net income increased by $1.0 million to $11.7 million for the three months ended June 30, 2026 compared to $10.7 million for the three months ended June 30, 2025. The increase was primarily attributable to the $5.3 million increase in income from operations and a $2.0 million decrease in interest expense - other, slightly offset by a $6.8 million increase in income tax expense for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Results of Operations
Nine Months Ended June 30, 2026, Compared to Nine Months Ended June 30, 2025
For the Nine Months Ended June 30, 2026 For the Nine Months Ended June 30, 2025 $ Change % Change
($ in thousands) Amount % of Revenue Amount % of Revenue
Revenues:
New boat $ 825,267 61.0 % $ 883,631 62.6 % $ (58,364) -6.6 %
Pre-owned boat 285,840 21.1 % 272,467 19.3 % 13,373 4.9 %
Finance & insurance income 40,206 3.0 % 42,185 3.0 % (1,979) -4.7 %
Service, parts & other 202,252 14.9 % 213,916 15.1 % (11,664) -5.5 %
Total revenues 1,353,565 100.0 % 1,412,199 100.0 % (58,634) -4.2 %
Gross Profit
New boat 143,901 10.6 % 139,109 9.9 % 4,792 3.4 %
Pre-owned boat 56,818 4.2 % 49,602 3.5 % 7,216 14.5 %
Finance & insurance 40,206 3.0 % 42,185 3.0 % (1,979) -4.7 %
Service, parts & other 81,479 6.0 % 92,232 6.5 % (10,753) -11.7 %
Total gross profit 322,404 23.8 % 323,128 22.9 % (724) -0.2 %
Selling, general and administrative expenses 254,254 18.8 % 258,989 18.3 % (4,735) -1.8 %
Depreciation and amortization 12,659 0.9 % 16,426 1.2 % (3,767) -22.9 %
Transaction costs 2,846 0.2 % 1,111 0.1 % 1,735 156.2 %
Change in fair value of contingent consideration 203 — % 452 — % (249) -55.1 %
Restructuring and impairment 14,330 1.1 % 1,473 0.1 % 12,857 872.8 %
Income from operations 38,112 2.8 % 44,677 3.2 % (6,565) -14.7 %
Interest expense – floor plan 20,530 1.5 % 21,870 1.5 % (1,340) -6.1 %
Interest expense – other 23,051 1.7 % 27,129 1.9 % (4,078) -15.0 %
Other (income) expense, net 1,031 0.1 % 853 0.1 % 178 20.9 %
Net loss before income tax expense (benefit) (6,500) -0.5 % (5,175) -0.4 % (1,325) 25.6 %
Income tax expense (benefit) 2,439 0.2 % (1,903) -0.1 % 4,342 -228.2 %
Net loss (8,939) -0.7 % (3,272) -0.2 % (5,667) 173.2 %
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC — 1,648
Net loss attributable to OneWater Marine Inc. $ (8,939) $ (1,624)
Revenue
Overall, revenue decreased by $58.6 million, or 4.2%, to $1,353.6 million for the nine months ended June 30, 2026 from $1,412.2 million for the nine months ended June 30, 2025. Revenue decreased due to a decrease in new and pre-owned unit sales for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025. Overall, the revenue decrease was primarily attributable to a $58.4 million decrease in new boat sales and a $11.7 million decrease in service, parts & other revenue, partially offset by a $13.4 million increase in pre-owned boat sales for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025.
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New Boat Sales
New boat sales decreased by $58.4 million, or 6.6%, to $825.3 million for the nine months ended June 30, 2026 from $883.6 million for the nine months ended June 30, 2025. The decrease was primarily attributable to a decrease in unit sales, partially offset by an increase in average sales price. The decline in new boat sales was primarily attributable to the impact of strategic brand exits completed during the prior year; excluding those brands, new boat sales increased year over year.
Pre-owned Boat Sales
Pre-owned boat sales increased by $13.4 million, or 4.9%, to $285.8 million for the nine months ended June 30, 2026 from $272.5 million for the nine months ended June 30, 2025. We sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage, consigned and wholesale), which causes periodic and seasonal fluctuations in the average sales price. The increase in pre-owned boat sales was primarily attributable to an increase in average unit price.
Finance & Insurance Income
We generate revenue from arranging finance & insurance products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies. Finance & insurance income decreased by $2.0 million, or 4.7%, to $40.2 million for the nine months ended June 30, 2026 from $42.2 million for the nine months ended June 30, 2025. The decrease was primarily due to a decrease in new boat sales. We remain very focused on improving sales of finance & insurance products throughout our dealer network and implementing best practices at acquired dealer groups and existing dealerships. Finance & insurance income is recorded net of related fees, including fees charged back due to any early cancellation of loan or insurance contracts by a customer. Since finance & insurance income is fee-based, we do not incur any related cost of sale.
Service, Parts & Other Sales
Service, parts & other sales decreased by $11.7 million, or 5.5%, to $202.3 million for the nine months ended June 30, 2026 from $213.9 million for the nine months ended June 30, 2025. Revenues for the Distribution segment are reported in service, parts & other sales and totaled $92.5 million and $105.5 million for the nine months ended June 30, 2026 and 2025, respectively. The decrease in revenue in the Distribution segment was partially offset by an increase in revenue in our Dealership segment. The decrease in revenue in the Distribution segment is primarily due to the sale of Ocean Bio-Chem during the nine months ended June 30, 2026.
Gross Profit
Gross profit decreased by $0.7 million, or 0.2%, to $322.4 million for the nine months ended June 30, 2026 from $323.1 million for the nine months ended June 30, 2025. Gross margin increased 90 basis points to 23.8% for the nine months ended June 30, 2026 from 22.9% for the nine months ended June 30, 2025 due to the factors noted below.
New Boat Gross Profit
New boat gross profit increased by $4.8 million, or 3.4%, to $143.9 million for the nine months ended June 30, 2026 from $139.1 million for the nine months ended June 30, 2025, despite declining revenues. This increase was primarily due to improvements in new boat gross profit margin. New boat gross profit margin was 17.4% for the nine months ended June 30, 2026 as compared to 15.7% in the nine months ended June 30, 2025. The increase was primarily due to new boat pricing and the impact of portfolio optimization actions taken in the previous fiscal year.
Pre-owned Boat Gross Profit
Pre-owned boat gross profit increased by $7.2 million, or 14.5%, to $56.8 million for the nine months ended June 30, 2026 from $49.6 million for the nine months ended June 30, 2025. This increase was due to the increase in pre-owned boat gross profit margins and the increase in pre-owned boat sales. Pre-owned boat gross profit margin was 19.9% and 18.2% for the nine months ended June 30, 2026 and 2025, respectively. The increase was primarily due to a favorable model mix of pre-owned boat sales.
Finance & Insurance Gross Profit
Finance & insurance gross profit decreased by $2.0 million, or 4.7%, to $40.2 million for the nine months ended June 30, 2026 from $42.2 million for the nine months ended June 30, 2025. Finance & insurance income is fee-based revenue for which we do not recognize incremental cost of sales.
Service, Parts & Other Gross Profit
Service, parts & other gross profit decreased by $10.8 million, or 11.7%, to $81.5 million for the nine months ended June 30, 2026 from $92.2 million for the nine months ended June 30, 2025. The decrease was due to the decrease in service, parts & other sales, primarily attributable to the disposition of Ocean Bio-Chem, as well as the decrease in the service, parts & other gross profit margin. Service, parts & other gross profit margin was 40.3% and 43.1% for the nine months ended June 30, 2026 and 2025, respectively. The decrease in gross profit margin was primarily driven by a shift in sales mix following the disposition which historically generated higher gross margins.
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Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased by $4.7 million, or 1.8%, to $254.3 million for the nine months ended June 30, 2026 compared to $259.0 million for the nine months ended June 30, 2025. This decrease was primarily due to previously implemented cost saving actions and ongoing expense management, partially offset by an increase in variable personnel costs. Selling, general and administrative expenses as a percentage of revenue increased to 18.8% from 18.3% for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025. The increase in selling, general and administrative expenses as a percentage of revenue was driven by higher variable personnel costs, primarily sales commissions due to higher new and pre-owned gross profit.
Depreciation and Amortization
Depreciation and amortization expense decreased by $3.8 million, or 22.9%, to $12.7 million for the nine months ended June 30, 2026 compared to $16.4 million for the nine months ended June 30, 2025. The decrease in depreciation and amortization expense for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025 was primarily attributable to a reduction in amortization of intangible assets due to the prior year impairment charge as well as the impact of the Ocean Bio-Chem disposition.
Transaction Costs
Transaction costs increased by $1.7 million, or 156.2%, to $2.8 million for the nine months ended June 30, 2026 compared to $1.1 million for the nine months ended June 30, 2025. The increase in transaction costs was primarily attributable to costs associated with the sale of Ocean Bio-Chem during the nine months ended June 30, 2026.
Change in Fair Value of Contingent Consideration
During the nine months ended June 30, 2026, we recognized expense of $0.2 million related to accretion of contingent consideration liabilities. During the nine months ended June 30, 2025, we recognized expense of $0.5 million related to updated forecasts and accretion of contingent consideration liabilities.
Restructuring and Impairment
During the nine months ended June 30, 2026, we recognized a loss of $14.3 million, primarily to adjust the carrying value of assets held for sale to their estimated fair value, less costs to sell, as well as impairment charges to reduce the carrying value of certain identifiable intangible assets to their estimated fair value. During the nine months ended June 30, 2025, we recognized a loss of $3.0 million related to other various restructuring activities, of which $1.5 million was recorded in restructuring and impairment and $1.5 million was recorded in new boat cost of sales in the unaudited consolidated statement of operations.
Income from Operations
Income from operations decreased by $6.6 million, or 14.7%, to $38.1 million for the nine months ended June 30, 2026 compared to $44.7 million for the nine months ended June 30, 2025. The decrease was primarily attributable to a $12.9 million increase in restructuring and impairment and a $1.7 million increase in transaction costs, partially offset by a $4.7 million decrease in selling, general and administrative expenses and a $3.8 million decrease in depreciation and amortization for the nine months ended June 30, 2026 as compared to the nine months ended June 30, 2025.
Interest Expense – Floor Plan
Interest expense – floor plan decreased by $1.3 million, or 6.1%, to $20.5 million for the nine months ended June 30, 2026 compared to $21.9 million for the nine months ended June 30, 2025. Floor plan related interest expense decreased primarily due to a decrease in both the average floor plan borrowings and interest rates for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025.
Interest Expense – Other
Interest expense – other decreased by $4.1 million, or 15.0%, to $23.1 million for the nine months ended June 30, 2026 compared to $27.1 million for the nine months ended June 30, 2025. The decrease in interest expense – other was primarily attributable to a lower average outstanding debt balance resulting from debt repayments, as well as lower interest rates.
Other (Income) Expense, Net
Other (income) expense, net remained flat at $1.0 million of expense for the nine months ended June 30, 2026 compared to $0.9 million of expense for the nine months ended June 30, 2025.
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Income Tax Expense
Income tax expense changed by $4.3 million, or 228.2%, to $2.4 million income tax expense for the nine months ended June 30, 2026 compared to an income tax benefit of $1.9 million for the nine months ended June 30, 2025. The change was primarily attributable to the impact of the Ocean Bio-Chem disposition as well as limitations on the deductibility of officer's compensation and the impact of other permanent and temporary tax differences.
Net Loss
Net loss increased by $5.7 million to $8.9 million for the nine months ended June 30, 2026 compared to $3.3 million for the nine months ended June 30, 2025. The increase was primarily attributable to a $6.6 million decrease in income from operations and a $4.3 million increase in income tax expense, partially offset by a $4.1 million decrease in interest expense - other and a $1.3 million decrease in interest expense - floor plan for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025.
Comparison of Non-GAAP Financial Measures
Adjusted EBITDA
We view Adjusted EBITDA as an important indicator of performance. We define Adjusted EBITDA as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value of contingent consideration, restructuring and impairment, stock-based compensation and transaction costs.
Our Board, management team and lenders use Adjusted EBITDA to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of our capital structure (such as varying levels of interest expense), asset base (such as depreciation and amortization) and other items (such as the change in fair value of contingent consideration, income tax (benefit) expense, restructuring and impairment, stock-based compensation and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted EBITDA because we believe it provides useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted EBITDA is not a financial measure presented in accordance with GAAP. We believe that the presentation of this non-GAAP financial measure will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) is the GAAP measure most directly comparable to Adjusted EBITDA. Our non-GAAP financial measure should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted EBITDA in the future, and any such modification may be material. Adjusted EBITDA has important limitations as an analytical tool and you should not consider Adjusted EBITDA in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted EBITDA may be defined differently by other companies in our industry, our definition of this non-GAAP financial measure may not be comparable to similarly titled measures of other companies, thereby diminishing its utility.
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The following tables present a reconciliation of Adjusted EBITDA to our net income (loss), which is the most directly comparable GAAP measure for the periods presented.
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025
Three Months Ended June 30,
($ in thousands) 2026 2025 Change
Net income $ 11,673 $ 10,715 $ 958
Interest expense – other 7,070 9,041 (1,971)
Income tax expense 10,293 3,507 6,786
Depreciation and amortization 4,352 6,301 (1,949)
Stock-based compensation 4,006 2,459 1,547
Change in fair value of contingent consideration — 144 (144)
Transaction costs 210 175 35
Restructuring and impairment 304 727 (423)
Other (income) expense, net (150) (224) 74
Adjusted EBITDA $ 37,758 $ 32,845 $ 4,913
Adjusted EBITDA was $37.8 million for the three months ended June 30, 2026 compared to $32.8 million for the three months ended June 30, 2025. The increase in Adjusted EBITDA resulted primarily from the decrease in selling, general and administrative expenses, partially offset by the decrease in gross profit for the three months ended June 30, 2026 compared to the three months ended June 30, 2025.
Nine Months Ended June 30, 2026, Compared to Nine Months Ended June 30, 2025
Nine Months Ended June 30,
($ in thousands) 2026 2025 Change
Net loss $ (8,939) $ (3,272) $ (5,667)
Interest expense – other 23,051 27,129 (4,078)
Income tax expense (benefit) 2,439 (1,903) 4,342
Depreciation and amortization 13,795 18,509 (4,714)
Stock-based compensation 8,947 6,717 2,230
Change in fair value of contingent consideration 203 452 (249)
Transaction costs 2,846 1,111 1,735
Restructuring and impairment 14,330 3,013 11,317
Other (income) expense, net 1,031 853 178
Adjusted EBITDA $ 57,703 $ 52,609 $ 5,094
Adjusted EBITDA was $57.7 million for the nine months ended June 30, 2026 compared to $52.6 million for the nine months ended June 30, 2025. The increase in Adjusted EBITDA resulted primarily from the decrease in selling, general and administrative expenses and the decrease in interest expense - floor plan, partially offset by the decrease in gross profit for the nine months ended June 30, 2026 compared to the nine months ended June 30, 2025.
Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share
We view Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share as important indicators of performance. We define Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. as net income (loss) attributable to OneWater Marine Inc. before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater LLC, for periods prior to the Final Redemption. Each of these adjustments are subsequently adjusted for income tax at an estimated statutory tax rate. Management also reports Adjusted Diluted Earnings (Loss) Per Share which presents all of the adjustments to net income (loss) attributable to OneWater Marine Inc. noted above on a per share basis.
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Our Board, management team and lenders use Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share to assess our financial performance because it allows them to compare our operating performance on a consistent basis across periods by removing the effects of unusual or one time charges and other items (such as the change in fair value of contingent consideration, intangible amortization, restructuring and impairment and transaction costs) that impact the comparability of financial results from period to period. We present Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share because we believe they provide useful information regarding the factors and trends affecting our business in addition to measures calculated under GAAP. Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share are not financial measures presented in accordance with GAAP. We believe that the presentation of these non-GAAP financial measures will provide useful information to investors and analysts in assessing our financial performance and results of operations across reporting periods by excluding items we do not believe are indicative of our core operating performance. Net income (loss) attributable to OneWater Marine Inc. is the GAAP measure most directly comparable to Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and net earnings (loss) per share of Class A common stock - diluted is the GAAP measure most directly comparable to Adjusted Diluted Earnings (Loss) Per Share. Our non-GAAP financial measures should not be considered as an alternative to the most directly comparable GAAP financial measure. You are encouraged to evaluate each of these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in such presentation. Our presentation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. There can be no assurance that we will not modify the presentation of Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share in the future, and any such modification may be material. Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share have important limitations as analytical tools and you should not consider Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. or Adjusted Diluted Earnings (Loss) Per Share in isolation or as a substitute for analysis of our results as reported under GAAP. Because Adjusted Net Income (Loss) Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings (Loss) Per Share may be defined differently by other companies in our industry, our definition of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility.
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The following tables present a reconciliation of Adjusted Net Income Attributable to OneWater Marine Inc. to net income attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share to net earnings per share of Class A common stock - diluted, which are the most directly comparable GAAP measures for the periods presented.
Three Months Ended June 30, 2026, Compared to Three Months Ended June 30, 2025
Three Months Ended June 30,
Description 2026 2025 Change
($ in thousands)
Net income attributable to OneWater Marine Inc. $ 11,673 $ 10,715 $ 958
Transaction costs 210 175 35
Intangible amortization 570 2,167 (1,597)
Change in fair value of contingent consideration — 144 (144)
Restructuring and impairment 304 727 (423)
Other expense (income), net (150) (224) 74
Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) — — —
Adjustments to income tax expense (2) (234) (687) 453
Adjusted net income attributable to OneWater Marine Inc. $ 12,373 $ 13,017 $ (644)
Net earnings per share of Class A common stock - diluted $ 0.69 $ 0.65 $ 0.04
Transaction costs 0.01 0.01 —
Intangible amortization 0.03 0.13 (0.10)
Change in fair value of contingent consideration — 0.01 (0.01)
Restructuring and impairment 0.02 0.04 (0.02)
Other expense (income), net (0.01) (0.01) —
Net income attributable to non-controlling interests of One Water Marine Holdings, LLC (1) — — —
Adjustments to income tax expense (2) (0.01) (0.04) 0.03
Adjustment for dilutive shares (3) — — —
Adjusted earnings per share of Class A common stock - diluted $ 0.73 $ 0.79 $ (0.06)
(1) Represents an allocation of the impact of reconciling items to our non-controlling interest prior to the Final Redemption.
(2) Represents an adjustment of all reconciling items at an estimated statutory tax rate, which may vary from the Company's effective tax rate.
(3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.
Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share were $12.4 million and $0.73, respectively, for the three months ended June 30, 2026 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $13.0 million and $0.79, respectively, for the three months ended June 30, 2025. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increase in income tax expense, partially offset by the decrease in selling, general and administrative expenses for the three months ended June 30, 2026, as compared to the three months ended June 30, 2025. The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.
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Nine Months Ended June 30, 2026, Compared to Nine Months Ended June 30, 2025
Nine Months Ended June 30,
Description 2026 2025 Change
($ in thousands)
Net loss attributable to OneWater Marine Inc. $ (8,939) $ (1,624) $ (7,315)
Transaction costs 2,846 1,111 1,735
Intangible amortization 1,676 6,437 (4,761)
Change in fair value of contingent consideration 203 452 (249)
Restructuring and impairment 14,330 3,013 11,317
Other expense (income), net 1,031 853 178
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC (1) — (568) 568
Adjustments to income tax benefit (2) (5,022) (2,599) (2,423)
Adjusted net income attributable to OneWater Marine Inc. 6,125 7,075 (950)
Net loss per share of Class A common stock - diluted $ (0.54) $ (0.10) $ (0.44)
Transaction costs 0.17 0.07 0.10
Intangible amortization 0.10 0.41 (0.31)
Change in fair value of contingent consideration 0.01 0.03 (0.02)
Restructuring and impairment 0.85 0.19 0.66
Other expense (income), net 0.06 0.05 0.01
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC (1) — (0.04) 0.04
Adjustments to income tax benefit (2) (0.30) (0.17) (0.13)
Adjustment for dilutive shares (3) 0.01 0.01 —
Adjusted earnings per share of Class A common stock - diluted $ 0.36 $ 0.45 $ (0.09)
(1) Represents an allocation of the impact of reconciling items to our non-controlling interest prior to the Final Redemption.
(2) Represents an adjustment of all reconciling items at an estimated statutory tax rate, which may vary from the Company's effective tax rate.
(3) Represents an adjustment for shares that are anti-dilutive for GAAP earnings per share but are dilutive for adjusted earnings per share.
Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share were $6.1 million and $0.36, respectively, for the nine months ended June 30, 2026 compared to Adjusted Net Income Attributable to OneWater Marine Inc. and Adjusted Diluted Earnings Per Share of $7.1 million and $0.45, respectively, for the nine months ended June 30, 2025. The decrease in Adjusted Net Income Attributable to OneWater Marine Inc. resulted from the decrease in gross profit and the increase in income tax expense, partially offset by the decrease in selling, general and administrative expenses for the nine months ended June 30, 2026, as compared to the nine months ended June 30, 2025. The decrease in Adjusted Diluted Earnings Per Share resulted from the decrease in Adjusted Net Income Attributable to OneWater Marine Inc.
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Seasonality
Our business, along with the entire boating industry, is highly seasonal, and such seasonality varies by geographic market. With the exception of Florida, we generally realize lower sales and higher levels of inventories, and related floor plan borrowings, in the quarterly periods ending December 31 and March 31. Revenue generated from our dealerships in Florida serves to offset generally lower winter revenue in our other states and enables us to maintain a more consistent revenue stream. The onset of the public boat and recreation shows in January stimulates boat sales and typically allows us to reduce our inventory levels and related floor plan borrowings throughout the remainder of the fiscal year. The impact of seasonality on our results of operations could be materially impacted based on the location of our acquisitions. For example, our operations could be substantially more seasonal if we acquire dealer groups that operate in colder regions of the United States. Our business is also subject to weather patterns, which may adversely affect our results of operations. For example, prolonged winter conditions, reduced rainfall levels or excessive rain, may limit access to boating locations or render boating dangerous or inconvenient, thereby curtailing customer demand for our products and services. In addition, unseasonably cool weather and prolonged winter conditions may lead to a shorter selling season in certain locations. Hurricanes, tornadoes, and other storms have and could result in disruptions of our operations or damage to our boat inventories and facilities, as has been the case when Florida, Texas, and other markets were affected by hurricanes. We believe our geographic diversity is likely to reduce the overall impact to us of adverse weather conditions in any one market area.
Liquidity and Capital Resources
Overview
OneWater Inc. is a holding company with no operations and is the sole managing member of OneWater LLC. OneWater Inc.’s principal asset consists of common units of OneWater LLC. Our earnings and cash flows and ability to meet our obligations under the A&R Credit Facility (as defined below), and any other debt obligations will depend on the cash flows resulting from the operations of our operating subsidiaries, and the payment of distributions by such subsidiaries. Our A&R Credit Facility and Inventory Financing Facility (described below) (together, the “Credit Facilities”) contain certain restrictions on distributions or transfers from our operating subsidiaries to their members or unit holders, as applicable, as described in the summaries below under “—Debt Agreements—A&R Credit Facility” and “—Inventory Financing Facility.” Accordingly, the operating results of our subsidiaries may not be sufficient for them to make distributions to us. As a result, our ability to make payments under the A&R Credit Facility and any other debt obligations or to declare dividends could be limited.
Our cash needs are primarily for debt service, growth through acquisitions and working capital to support our operations, including new and pre-owned boat and related parts inventories and off-season liquidity. We routinely monitor our cash flow to determine the amount of cash available to complete acquisitions. We monitor our inventories, inventory aging and current market trends to determine our current and future inventory and related floorplan financing needs. Based on current facts and circumstances, we believe we will have adequate cash flow from operations, borrowings under our Credit Facilities and proceeds from any future public or private issuances of debt or equity to fund our current operations, make other required debt repayments and to fund essential capital expenditures and acquisitions for the next twelve months and beyond. On February 2, 2026, we completed the sale of Ocean Bio-Chem and its subsidiaries and used the proceeds to repay $50.0 million of our outstanding debt under the A&R Credit Facility (as defined below).
Cash needs for acquisitions have historically been financed with our Credit Facilities and cash generated from operations. Our ability to utilize the A&R Credit Facility to fund acquisitions depends upon Adjusted EBITDA and compliance with covenants of the A&R Credit Facility. Cash needs for inventory have historically been financed with our Inventory Financing Facility. Our ability to fund inventory purchases and operations depends on the collateral levels and our compliance with the covenants of the Inventory Financing Facility. For the reporting period ended June 30, 2026, we were in compliance with all covenants under the A&R Credit Facility and the Inventory Financing Facility.
We have no material off balance sheet arrangements.
Cash Flows
Analysis of Cash Flow Changes Between the Nine Months Ended June 30, 2026 and 2025
The following table summarizes our cash flows for the periods indicated:
Nine Months Ended June 30,
($ in thousands) 2026 2025 Change
Net cash provided by operating activities $ 56,512 $ 81,820 $ (25,308)
Net cash provided by (used in) investing activities 41,498 (8,741) 50,239
Net cash used in financing activities (83,956) (18,462) (65,494)
Effect of exchange rate changes on cash and restricted cash 18 (48) 66
Net change in cash and restricted cash $ 14,072 $ 54,569 $ (40,497)
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Operating Activities. Net cash provided by operating activities was $56.5 million for the nine months ended June 30, 2026 compared to net cash provided by operating activities of $81.8 million for the nine months ended June 30, 2025. The $25.3 million decrease in cash provided by operating activities was primarily attributable to a $37.1 million decrease in the change in inventories, a $9.5 million decrease in the change in accounts receivable, and a $17.3 million decrease in the change in prepaid expenses and other current assets, partially offset by a $37.5 million increase in the change in customer deposits for the nine months ended June 30, 2026 as compared to the nine months ended June 30, 2025.
Investing Activities. Net cash provided by investing activities was $41.5 million for the nine months ended June 30, 2026 compared to net cash used in investing activities of $8.7 million for the nine months ended June 30, 2025. The $50.2 million increase in cash provided by investing activities was primarily attributable to $48.7 million of proceeds from the disposition of a business for the nine months ended June 30, 2026 as compared to the nine months ended June 30, 2025.
Financing Activities. Net cash used in financing activities was $84.0 million for the nine months ended June 30, 2026 compared to net cash used in financing activities of $18.5 million for the nine months ended June 30, 2025. The $65.5 million increase in financing cash outflow was primarily attributable to a $53.8 million increase in payments on long-term debt, a $7.4 million decrease in net borrowings from floor plan, and a $5.3 million decrease in proceeds on long-term debt during the nine months ended June 30, 2026 as compared to the nine months ended June 30, 2025.
Share Repurchase Program
On March 30, 2022 the Board authorized a share repurchase program of up to $50 million of outstanding shares of Class A common stock. Repurchases under the share repurchase program may be made at any time or from time to time, without prior notice, in the open market or in privately negotiated transactions at prevailing market prices, or such other means as will comply with applicable state and federal securities laws and regulations, including the provisions of the Securities Exchange Act of 1934, including Rule 10b5-1 and, to the extent practicable or advisable, Rule 10b-18 thereunder, and consistent with the Company’s contractual limitations and other requirements. The Company made no share repurchases during the nine months ended June 30, 2026. The Company has $48.1 million remaining under the share repurchase program.
Any such share repurchases may be subject to a U.S. federal excise tax. Subject to certain exceptions and adjustments, the amount of the excise tax is generally 1% of the aggregate fair market value of the shares of stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by the repurchasing corporation during the same taxable year. In the past, there have been proposals to increase the amount of the excise tax from 1% to 4%; however, it is unclear whether such a change in the amount of the excise tax will be enacted and, if enacted, how soon any change would take effect.
Debt Agreements
A&R Credit Facility
On August 9, 2022 we entered into the Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified, the “A&R Credit Facility”), with certain of our subsidiaries, Truist Bank and the other lenders party thereto. The A&R Credit Facility provides for, among other things, (i) a $65.0 million revolving credit facility (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit from time to time) and (ii) a $445.0 million term loan facility. Subject to certain conditions, the available amount under the Term Facility and the Revolving Facility may be increased by $125.0 million plus additional amounts subject to additional conditions (including satisfaction of a consolidated leverage ratio requirement) in the aggregate (with up to $50.0 million allocable to the Revolving Facility). On November 17, 2025, the Company entered into Amendment No. 7 to Amended and Restated Credit Agreement and Amendment to Pledge and Security Agreement to, among other things, (i) modify certain definitions, terms and conditions, (ii) modify the maturity date to be July 31, 2027, and in connection therewith, the repayment schedule, including certain adjustments to applicable interest rates, (iii) adjust the minimum fixed charge coverage ratio, (iv) adjust the maximum leverage ratio measures, and (v) adjust the minimum liquidity measure. The Revolving Facility matures on July 31, 2027. The Term Facility is repayable in installments beginning on December 31, 2022, with the remainder due on the earlier of (i) July 31, 2027 or (ii) the date on which the principal amount of all outstanding term loans have been declared or automatically have become due and payable pursuant to the terms of the A&R Credit Facility. The Company is in the process of amending the A&R Credit Facility and expects to modify the maturity date and extend the repayment schedule.
Borrowings under the A&R Credit Facility bear interest, at our option, at either (a) a base rate (the “Base Rate”) equal to the highest of (i) the prime rate (as announced by Truist Bank from time to time), (ii) the Federal Funds Rate, as in effect from time to time, plus 0.50%, (iii) Term SOFR (as defined in the A&R Credit Facility) for a one-month Interest Period (calculated on a daily basis after taking into account a floor equal to 0.00%) plus 1.00%, and (iv) 1.00%, in each case, plus an applicable margin ranging from 0.75% to 2.50%, or (b) Term SOFR, plus an applicable margin ranging from 1.75% to 3.50%. Interest on swingline loans shall bear interest at the Base Rate plus the applicable margin for Base Rate loans. All applicable interest margins are based on certain consolidated leverage ratio measures.
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The A&R Credit Facility is subject to certain financial covenants including the maintenance of a minimum fixed charge coverage ratio, a maximum consolidated leverage ratio and a minimum liquidity measure. The A&R Credit Facility also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Loan Parties (as defined in the A&R Credit Facility) to incur additional debt, transfer or dispose of all of their respective assets, make certain investments, loans or restricted payments and engage in certain transactions with affiliates. The A&R Credit Facility also includes events of default, borrowing conditions, representations and warranties and provisions regarding indemnification and expense reimbursement. The Company was in compliance with all covenants for the reporting period ended June 30, 2026.
Inventory Financing Facility
On November 14, 2023, we entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, restated, supplemented or otherwise modified, the “Inventory Financing Facility”) with certain of our subsidiaries, Wells Fargo Commercial Distribution Finance, LLC ("Wells Fargo") and the other lender parties thereto. On November 17, 2025, the Company entered into the Third Amendment to Eighth Amended and Restated Inventory Financing Agreement, Omnibus Amendment to Collateralized Guarantees, and First Amendment to Consent Agreement (the "Third Amendment") to, among other things, (i) modify certain definitions, terms and conditions, (ii) adjust the maximum funded debt to EBITDA ratio, (iii) adjust the minimum fixed charge coverage ratio, (iv) adjust the minimum liquidity measure, (v) permit certain consignment agreements entered into in the normal course of business, (vi) modify the termination date of the Third Amendment to be March 1, 2027 and (vii) adjust the maximum borrowing capacity to $497.1 million and permit an additional $38.7 million in availability for overtrade capacity. Loans under the Inventory Financing Facility may be extended from time to time to enable the Company to purchase inventory from certain manufacturers. The Inventory Financing Facility expires on March 1, 2027.
Under the Inventory Financing Facility, interest on new boats and for rental units is calculated using the Adjusted 30-Day Average 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%. Loans are extended from time to time to enable us to purchase inventory from certain manufacturers and to lease certain boats and related parts to customers. The applicable financial terms, curtailment schedule and maturity for each loan are set forth in separate program terms letters that are entered into from time to time. The collateral for the Inventory Financing Facility consists primarily of our inventory that was financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts, and proceeds of the foregoing, and excludes the collateral that secures the A&R Credit Facility.
We are required to comply with certain financial and non-financial covenants under the Inventory Financing Facility, including certain provisions related to the Funded Debt to EBITDA Ratio, the Fixed Charge Coverage Ratio and the Liquidity measure (as defined in the Inventory Financing Facility). We are also subject to additional restrictive covenants, including restrictions on our ability to (i) use, sell, rent or otherwise dispose of any collateral securing the Inventory Financing Facility except for the sale of inventory in the ordinary course of business, (ii) incur certain liens, (iii) engage in any material transaction not in the ordinary course of business, (iv) change our business in any material manner or our organizational structure, other than as otherwise provided for in the Inventory Financing Facility, (v) engage in certain mergers or consolidations, (vi) acquire certain assets or ownership interests of any other person or entities, except for certain permitted acquisitions, (vii) guarantee or indemnify or otherwise become in any way liable with respect to certain obligations of any other person or entity, except as provided by the Inventory Financing Facility, (viii) redeem, retire, purchase or otherwise acquire, directly or indirectly, any of the equity of our acquired marine retailers (ix) make any change in any of our marine retailers’ capital structure or in any of their business objectives or operations which might in any way adversely affect the ability of such marine retailer to repay its obligations under the Inventory Financing Facility, (x) incur, create, assume, guarantee or otherwise become or remain liable with respect to certain indebtedness, and (xi) make certain payments of subordinated debt. OneWater LLC and certain of its subsidiaries are restricted from, among other things, making cash dividends or distributions without the prior written consent of Wells Fargo. Under the Inventory Financing Facility, among other exceptions, OneWater LLC may make distributions to its members for certain permitted tax payments subject to certain financial ratios, may make scheduled payments on certain subordinated debt, may make distributions to the Company for repurchases of the Company's common stock subject to certain financial ratios, and is permitted to make distributions to OneWater Inc. in an amount sufficient to allow OneWater Inc. to pay its taxes and to make payments under the Tax Receivable Agreement. OneWater LLC’s subsidiaries are generally restricted from making loans or advances to OneWater LLC. Our Executive Chairman, Philip Austin Singleton, Jr., and our Chief Executive Officer, Anthony Aisquith, provide certain personal guarantees of the Inventory Financing Facility.
As of June 30, 2026 and September 30, 2025, our indebtedness associated with financing our inventory under the Inventory Financing Facility totaled $404.7 million and $419.7 million, respectively. Certain of our manufacturers enter into independent agreements with the lenders to the Inventory Financing Facility, which results in a lower effective interest rate charged to us for borrowings related to the products by such manufacturer. For the nine months ended June 30, 2026 and the year ended September 30, 2025, the effective interest rate on the outstanding short-term borrowings under the Inventory Financing Facility was 6.0% and 6.2%, respectively. As of June 30, 2026 and September 30, 2025, our additional available borrowings under our Inventory Financing Facility were $92.4 million and $175.3 million, respectively, based upon the outstanding borrowings and the maximum facility amount. The aging of our inventory limits our borrowing capacity as defined curtailments reduce the allowable advance rate as our inventory ages. For the reporting period ended June 30, 2026, we were in compliance with all covenants under the Inventory Financing Facility.
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Commercial Vehicles Notes Payable
We enter into notes payable with various commercial lenders in connection with our acquisition of certain vehicles utilized in our retail operations. Such notes bear interest ranging from 0.0% to 10.8% per annum, require monthly payments of approximately $80,000, and mature on dates between October 2026 to May 2032. As of June 30, 2026, we had $1.7 million outstanding under the commercial vehicles notes payable.
Tax Receivable Agreement
The Tax Receivable Agreement generally provides for the payment by OneWater Inc. to each TRA Holder of 85% of the net cash savings, if any, in U.S. federal, state and local income tax and franchise tax (computed using the estimated impact of state and local taxes) that OneWater Inc. actually realizes (or is deemed to realize in certain circumstances) in periods after the IPO as a result of certain tax basis increases and certain tax benefits attributable to imputed interest. OneWater Inc. will retain the benefit of the remaining net cash savings.
As of June 30, 2026 and September 30, 2025, our liability under the Tax Receivable Agreement was $37.5 million. To the extent OneWater LLC has available cash and subject to the terms of any current or future debt or other agreements, OneWater LLC will make cash distributions to OneWater Inc. in an amount sufficient to allow it to pay its taxes and to make payments under the Tax Receivable Agreement. We generally expect OneWater LLC to fund such distributions out of available cash. However, except in cases where OneWater Inc. elects to terminate the Tax Receivable Agreement early, the Tax Receivable Agreement is terminated early due to certain mergers or other changes of control or OneWater Inc. has available cash but fails to make payments when due, generally OneWater Inc. may elect to defer payments due under the Tax Receivable Agreement if it does not have available cash to satisfy its payment obligations under the Tax Receivable Agreement or if its contractual obligations limit its ability to make these payments. Any such deferred payments under the Tax Receivable Agreement generally will accrue interest. In certain cases, payments under the Tax Receivable Agreement may be accelerated and/or significantly exceed the actual benefits, if any, OneWater Inc. realizes in respect of the tax attributes subject to the Tax Receivable Agreement. In the case of such an acceleration, where applicable, we generally expect the accelerated payments due under the Tax Receivable Agreement to be funded out of the proceeds of the change of control transaction giving rise to such acceleration. OneWater Inc. intends to account for any amounts payable under the Tax Receivable Agreement in accordance with ASC Topic 450, Contingencies.
Recent Accounting Pronouncements
See Note 3 of the Notes to the Condensed Consolidated Financial Statements.