0001140361-20-027245 | 10-K | XBRL Viewer

Cost of sales (exclusive of depreciation and amortization shown separately below)

$ 1,022,970

Selling, general and administrative expenses

787,446

143,396

Depreciation and amortization

3,249

$ 2,682

$ 1,685

Transaction costs

3,648

1,323

Loss (gain) on contingent consideration

6,762

Income from operations

78,469

Other expense (income)

Interest expense - floor plan

8,861

Interest expense - other

8,828

Change in fair value of warrant liability

(771)

(1,336)

33,187

Loss (gain) on extinguishment of debt

6,559

(209)

Other expense (income), net

155

Total other expense (income), net

23,632

Income before income tax expense

54,837

Income tax expense

6,329

Net income

48,508

37,263

1,946

Less: Net income attributable to non-controlling interest

(350)

Net income attributable to One Water Marine Holdings, LLC

$ 17,425

Earnings per share, Basic (in dollars per share)

$ 2.79

Earnings per share, Diluted (in dollars per share)

$ 2.77

Weighted average number of shares outstanding, Basic (in shares)

6,243

Weighted average number of shares outstanding, Diluted (in shares)

6,287

Class A Common Stock [Member]

Other expense (income)

Earnings per share, Basic (in dollars per share)

^[1]

$ 2.79

Earnings per share, Diluted (in dollars per share)

^[1]

$ 2.77

Weighted average number of shares outstanding, Basic (in shares)

^[1]

6,243

Weighted average number of shares outstanding, Diluted (in shares)

^[1]

6,287

New Boat [Member]

Revenues

Cost of sales (exclusive of depreciation and amortization shown separately below)

$ 717,093

585,720

Pre-Owned Boat [Member]

Revenues

Cost of sales (exclusive of depreciation and amortization shown separately below)

205,650

Finance & Insurance [Member]

168,261

Revenues

Service, Parts & Other [Member]

36,792

Revenues

Cost of sales (exclusive of depreciation and amortization shown separately below)

63,435

33,465

OneWater LLC [Member]

Revenues

Cost of sales (exclusive of depreciation and amortization shown separately below)

767,624

602,805

Selling, general and administrative expenses

595,498

465,151

116,503

91,297

Depreciation and amortization

2,682

1,685

Transaction costs

1,323

438

Loss (gain) on contingent consideration

(1,674)

Income from operations

53,292

44,234

Other expense (income)

Interest expense - floor plan

9,395

5,534

Interest expense - other

6,568

3,836

Change in fair value of warrant liability

(1,336)

33,187

Loss (gain) on extinguishment of debt

(209)

Other expense (income), net

1,402

(60)

Total other expense (income), net

16,029

42,288

Income before income tax expense

37,263

1,946

Income tax expense

Net income

37,263

1,946

Less: Net income attributable to non-controlling interest

$ (30,733)

(1,606)

(830)

Net income attributable to One Water Marine Holdings, LLC

35,657

1,116

OneWater LLC [Member] | New Boat [Member]

Revenues

Cost of sales (exclusive of depreciation and amortization shown separately below)

526,774

409,947

OneWater LLC [Member] | Pre-Owned Boat [Member]

434,242

332,728

Revenues

Cost of sales (exclusive of depreciation and amortization shown separately below)

153,010

129,570

OneWater LLC [Member] | Finance & Insurance [Member]

127,018

105,855

Revenues

OneWater LLC [Member] | Service, Parts & Other [Member]

26,151

16,623

Revenues

Cost of sales (exclusive of depreciation and amortization shown separately below)

61,689

46,665

Description of Company and Basis of Presentation [Abstract]

$ 34,238

$ 26,568

[1]

Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through September 30, 2020, the period following the Organizational Transactions (as defined below) and OneWater Marine Inc.'s initial public offering. See Note 1.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Members Equity [Member]	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Beginning balance at Sep. 30, 2017							$ 71,695
Increase (Decrease) in Temporary Equity [Roll Forward]
Non-controlling interest in subsidiary							0
Net (loss) income							0
Distributions to members							0
Accumulated unpaid preferred returns							7,737
Preferred issuance costs							(93)
Accretion of redeemable preferred and issuance costs							626
Ending balance at Sep. 30, 2018							79,965
Beginning balance at Sep. 30, 2017	$ 26,312	$ 0	$ 0	$ 0	$ 0	$ 1,763	28,075
Beginning balance (in shares) at Sep. 30, 2017		0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Non-controlling interest in parent	0	$ 0	$ 0	0	0	2,500	2,500
Net (loss) income	1,116	0	0	0	0	830	1,946
Distributions to members	(3,256)	0	0	0	0	0	(3,256)
Accumulated unpaid preferred returns	(7,737)	0	0	0	0	0	(7,737)
Accretion of redeemable preferred and issuance costs	(626)	0	0	0	0	0	(626)
Equity-based compensation	154	0	0	0	0	0	154
Ending balance at Sep. 30, 2018	15,963	$ 0	$ 0	0	0	5,093	21,056
Ending balance (in shares) at Sep. 30, 2018		0	0
Increase (Decrease) in Temporary Equity [Roll Forward]
Net (loss) income							0
Distributions to members							(3,364)
Accumulated unpaid preferred returns							8,768
Accretion of redeemable preferred and issuance costs							649
Ending balance at Sep. 30, 2019							86,018
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	35,657	$ 0	$ 0	0	0	1,606	37,263
Distributions to members	(10,587)	0	0	0	0	(500)	(11,087)
Accumulated unpaid preferred returns	(8,768)	0	0	0	0	0	(8,768)
Accretion of redeemable preferred and issuance costs	(649)	0	0	0	0	0	(649)
Equity-based compensation	154	0	0	0	0	0	154
Ending balance at Sep. 30, 2019	31,770	$ 0	$ 0	0	0	6,199	37,969
Ending balance (in shares) at Sep. 30, 2019		0	0
Ending balance at Sep. 30, 2020							0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income							48,508
Ending balance at Sep. 30, 2020	$ 0	$ 104	$ 46	$ 105,947	$ 16,757	$ 50,433	$ 173,287
Ending balance (in shares) at Sep. 30, 2020		10,392	4,583

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Cash flows from operating activities
Net income	$ 48,508	$ 37,263	$ 1,946
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	3,249	2,682	1,685
Equity-based awards	2,213	154	154
Loss (gain) on asset disposals	10	1,371	(49)
Change in fair value of long-term warrant liability	(771)	(1,336)	33,187
Loss (gain) on extinguishment of debt	6,559	0	(209)
Non-cash interest expense	477	3,478	2,441
Deferred income tax provision	509	0	0
Loss (gain) on contingent consideration	5,520	(1,674)	0
(Increase) decrease in assets:
Accounts receivable	(3,185)	(2,344)	(4,743)
Inventories	127,214	(38,954)	(39,858)
Prepaid expenses and other current assets	(7,984)	(5,565)	111
Deposits	(5)	2	(49)
Increase (decrease) in liabilities:
Accounts payable	7,235	(966)	11
Other payables and accrued expenses	10,528	614	1,605
Customer deposits	12,400	(450)	(482)
Net cash provided by (used in) operating activities	212,477	(5,725)	(4,250)
Cash flows from investing activities
Purchases of property and equipment and construction in progress	(6,309)	(7,291)	(10,135)
Proceeds from disposal of property and equipment	1,637	73	0
Proceeds from sale and leaseback	0	15,623	0
Cash used in acquisitions	0	(19,403)	(13,785)
Net cash used in investing activities	(4,672)	(10,998)	(23,920)
Cash flows from financing activities
Net (payments) borrowings from floor plan	(101,342)	24,401	35,421
Net payment to related party	0	0	(300)
Proceeds from long-term debt	129,306	13,801	7,046
Payments on long-term debt	(121,800)	(9,942)	(3,899)
Payments of debt issuance costs	(3,910)	(203)	(662)
Payments of debt extinguishment costs	(4,207)	0	0
Payments of offering costs	(5,646)	(1,148)	0
Payments of preferred issuance costs	0	0	(93)
Payment of acquisition contingent consideration	(1,456)	0	0
Distributions to redeemable preferred interest members and redemption of redeemable preferred interest	(90,503)	(3,364)	0
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions	59,234	0	0
Proceeds from issuance of Class A common stock sold in September offering, net of underwriting discounts and commissions	8,075	0	0
Distributions to members	(18,895)	(11,087)	(3,256)
Net cash (used in) provided by financing activities	(151,144)	12,458	34,257
Net change in cash	56,661	(4,265)	6,087
Cash and restricted cash at beginning of period	11,492	15,757	9,670
Cash and restricted cash at end of period	68,153	11,492	15,757
Supplemental cash flow disclosures
Cash paid for interest	17,212	12,485	6,929
Cash paid for income taxes	246	0	0
Noncash items
Acquisition purchase price funded by long-term debt	0	18,800	9,000
Acquisition purchase price funded by seller notes payable	0	10,438	3,042
Acquisition purchase price funded by contingent consideration	0	0	2,644
Purchase of property and equipment funded by long-term debt	1,190	1,067	0
Offering costs, accrued not yet paid	$ 430	$ 1,500	$ 0

Description of Company and Basis of Presentation

12 Months Ended

Sep. 30, 2020

Description of Company and Basis of Presentation

1.	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 “Offering”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Marine 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 boat retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, 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 September 30, 2020, the Company operates a total of 61 stores in ten states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, North Carolina, Ohio, South Carolina, and Texas.

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 and consumer spending patterns can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments, global public health concerns, including the COVID-19 pandemic, 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 stores, 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 and other storms, environmental conditions, and other events 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 41.1%, 40.4% and 40.0% of total sales for the years ended September 30, 2020, 2019 and 2018, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt and Pursuit, accounted for 16.2%, 15.9% and 13.4% of our consolidated revenue for the years ended September 30, 2020, 2019 and 2018, 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.

Initial Public Offering

On February 11, 2020, OneWater Inc completed its Offering of 5,307,693 shares of Class A common stock, par value $0.01 per share (the “Class A common stock”), which includes the exercise in full of the underwriters’ option to purchase up to 692,308 additional shares of Class A common stock pursuant to the Underwriting Agreement, at a price to the public of $12.00 per share. After deducting underwriting discounts and commissions, OneWater Inc received net proceeds of $59.2 million. OneWater Inc contributed all of the net proceeds of the Offering received to OneWater LLC in exchange for limited liability company interests in OneWater LLC (“LLC Units”). OneWater LLC used the net proceeds, cash on hand and borrowings under its Amended and Restated Credit and Guaranty Agreement by and among OneWater Inc, OneWater LLC and its subsidiaries, with Goldman Sachs Specialty Lending Group, L.P. (i) to pay $3.2 million to one Legacy Owner in exchange for the surrender of a preferred distribution right and (ii) to contribute cash to OWAO in exchange for additional units therein, and OWAO used such cash to fully redeem the preferred interest in subsidiary held by Goldman Sachs & Co. LLC and certain of its affiliates (collectively, “Goldman”) and affiliates of The Beekman Group (“Beekman”). Additionally, the Company provided certain of the existing owners of OneWater LLC, including Goldman and Beekman and certain members of the Company’s management team, the right to receive a tax distribution to cover taxable income arising as a result of OneWater LLC’s operating income through the period ending on the date of the closing of the Offering.

Organizational Transactions

In connection with the Offering and the related reorganization, OneWater Inc and OneWater LLC completed the following transactions (collectively, the “Organizational Transactions”):

•

OneWater LLC amended and restated its limited liability company agreement (the “Limited Liability Company Agreement”) to, among other things, provide for a single class of common units representing ownership interests in OneWater LLC and provide a mechanism pursuant to which holders of OneWater LLC Units (“LLC Unitholders”) may exchange LLC Units, together with an equal number of shares of Class B common stock, par value $0.01 per share (the “Class B common stock”), of OneWater Inc, for shares of Class A common stock of OneWater Inc on a one-for-one basis or, at OneWater LLC’s election, cash;

•

OneWater Inc amended and restated its certificate of incorporation and bylaws to, among other things, authorize (i) 40,000,000 shares of Class A common stock, par value $0.01 per share, (ii) 10,000,000 shares of Class B common stock, par value $0.01 per share, and (iii) 1,000,000 shares of Preferred stock, par value $0.01 per share (the “Preferred stock”). Shares of Class A common stock have one vote per share and have economic rights. Shares of Class B common stock have no economic rights, but have one vote per share;

•	Legacy Owners (references made herein to “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to OneWater Inc’s public offering) exchanged their existing membership interests in OneWater LLC for LLC Units;

•	Certain Legacy Owners contributed, directly or indirectly, their OneWater LLC Units to OneWater Inc in exchange for 780,213 shares of Class A common stock;

•	OneWater Inc entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the Legacy Owners that will continue to be LLC Unitholders. See Note 16 for additional details regarding the Tax Receivable Agreement; and

•

In connection with the Offering, the Board of Directors of OneWater Inc (the “Board”) adopted a long-term incentive plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. 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 Internal Revenue Code (the “Code”)) is 1,385,799. The LTIP is administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP.

September Offering

On September 22, 2020, OneWater Inc completed an underwritten public offering (the “September Offering”) of 3,170,868 shares of Class A common stock, at a public offering price of $20.00 per share, less underwriting discounts and commissions. OneWater Inc sold 425,000 shares of Class A common stock, and certain stockholders of the Company (the “Selling Stockholders”) sold 2,745,868 shares of Class A common stock. In connection with the September Offering, Goldman granted the underwriters a 30-day option to purchase up to an additional 475,630 shares of the Company’s Class A common stock (the “Optional Shares”). On September 29, 2020, the underwriters notified OneWater Inc and Goldman of their intent to purchase an additional 387,458 Optional Shares. The sale of the Optional Shares closed on October 2,2020. The Company did not receive any proceeds from the sale of the Optional Shares or the Class A common stock sold by Selling Stockholders.

After deducting underwriting discounts and commissions, OneWater Inc received net proceeds of $8.1 million. OneWater Inc contributed all of the net proceeds of the September Offering received to OneWater LLC in exchange for LLC Units. OneWater LLC used the net proceeds for general corporate purposes.

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, and through OneWater LLC and its subsidiaries One Water Assets and Operations, South Shore Assets and Operations, Bosun’s Assets and Operations, Singleton Assets and Operations, Legendary Assets and Operations, South Florida Assets and Operations and Midwest Assets and Operations (collectively, the “Subsidiaries”), 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 LLC Units not owned by OneWater Inc, which will reduce net income (loss) attributable to OneWater Inc’s Class A stockholders. As of September 30, 2020, OneWater Inc owned 69.4% of the economic interest of OneWater LLC.

Basis of Financial Statement Preparation

The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these consolidated financial statements.

All intercompany transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying consolidated financial statements in order to conform to current presentation. 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 year ending on September 30. Additionally, since there are no differences between net income and comprehensive income, all references to comprehensive income have been excluded from the accompanying consolidated financial statements.

As discussed above, as a result of the Organizational Transactions, OneWater Inc is the sole managing member for OneWater LLC and consolidates OneWater LLC and its subsidiaries. The Organizational Transactions were considered transactions between entities under common control. As a result, the financial statements for periods prior to the completion of the Offering and Organizational Transactions have been adjusted to combine the previously separate entities for presentation purposes. Thus, for periods prior to completion of the Offering, the accompanying consolidated financial statements include the historical financial position and results of operations of OneWater LLC and its subsidiaries.

COVID-19 Pandemic

In the last two weeks of March 2020, the Company began seeing the impact of the COVID-19 global pandemic on its business. Based on the guidance of local governments and health officials, we temporarily closed or reduced staffing at certain departments and locations. The Company has implemented cleaning and social distancing techniques at each of its locations. In light of the current environment, the Company’s sales team members are providing certain customers with virtual walkthroughs of inventory and/or private, at home or on water showings. The duration and related impact on the Company’s consolidated financial statements is currently uncertain, and it is possible that the pandemic, including the resurgence of COVID-19 in certain geographic areas, may negatively impact the Company’s future results of operations. The Company is monitoring and assessing the situation and preparing for implications to the business, including the ability to safely operate its stores, access to inventory and customer demand.

Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.	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 September 30, 2020 and 2019, 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 customers 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.

Fair Value of Financial Instruments

The Company’s financial instruments include cash, accounts receivable, accounts payable, other payables and accrued expenses and debt. The carrying values of cash, accounts receivable, accounts payable and other payables and accrued expenses approximate their fair values due to their short-term nature. The carrying value of debt approximates its fair value due to the debt agreements bearing interest at rates that approximate current market rates for debt agreements with similar maturities and credit quality.

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 parts and accessories is determined using the weighted average cost method.

Deferred Offering Costs

Deferred offering costs, consisting primarily of legal, accounting, printing and filing services, and other direct fees and costs related to the Offering were capitalized. The deferred offering costs were offset against proceeds from the Offering upon the closing of the Offering. As of September 30, 2019, $2.6 million of deferred offering costs were recorded in prepaid expenses and other current assets. There were no deferred offering costs as of September 30, 2020.

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.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation of property and equipment is calculated using a straight-line method over the estimated useful lives. Leasehold improvements are amortized over the shorter of the lease period or the estimated useful lives. The estimated useful lives of assets are as follows:

	Year
Company vehicles	5
Buildings and improvements	10-39
Leasehold improvements	15
Machinery and equipment	5-7
Office equipment	5-7

Expenditures for property and equipment or additions and major improvements that extend the useful life of assets are capitalized. Minor replacements, maintenance and repairs which do not extend the useful life of an asset are expensed as incurred. Property and equipment is reviewed for impairment whenever events or circumstances indicate that the carrying amount may not be recoverable.

The carrying value of property and equipment and other long-term assets (other than goodwill and indefinite life intangible assets) is evaluated for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If such an indication is present, the carrying amount of the asset is compared to the estimated undiscounted cash flows related to that asset. The Company would conclude that an asset may be impaired if the sum of such undiscounted expected future cash flows is less than the carrying amount of the related asset. If an asset is impaired, the impairment loss would be the amount by which the carrying amount of the related asset exceeds its fair value. We did not record an impairment of our property and equipment in fiscal years 2020, 2019 and 2018.

Lease Commitments

The Company leases certain land, buildings, machinery, equipment, wet slips and vehicles related to its dealerships’ operations under third-party operating leases. Certain leases include provisions for renewal periods and rent escalations. Rent expense under these agreements and month-to-month rentals were recognized on a straight-line basis and totaled $12.4 million, $10.1 million and $8.0 million for the years ended September 30, 2020, 2019 and 2018, respectively.

Goodwill and Other Identifiable Intangible Assets

Goodwill and intangible assets are accounted for in accordance with FASB Accounting Standards Codification 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 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.

In evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of required goodwill impairment. To the extent the reporting unit’s earnings decline significantly or there are changes in one or more of these inputs that would result in a lower valuation, it could cause the carrying value of the reporting unit to exceed its fair value and thus require the Company to record goodwill impairment. The Company elected a qualitative assessment for our September 30, 2020 goodwill impairment testing and determined for both assessments as of September 30, 2020 and 2019, that it was more likely than not that the fair value of the reporting unit was greater than its carrying amount, and as a result, no impairment for goodwill was required for the years then ended.

Identifiable intangible assets consist of trade names 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 dealer group, and therefore, are not subject to amortization.

Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets. The Company elected qualitative assessments for our September 30, 2020 identifiable intangible assets impairment testing and determined for both assessments as of September 30, 2020 and 2019, that it was more likely than not that the fair values of the Company’s identifiable intangible assets were greater than their carrying amounts, and as a result, no impairment for identifiable intangible assets was required for the years then ended.

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 on and concurrent with specific sales transactions. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales.

Revenue Recognition

On October 1, 2019, the Company adopted ASC 606 (as defined below) using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods. No adjustment was made to retained earnings as of the adoption date as the impact of the standard adoption was de minimis. Therefore, prior period comparative information has not been adjusted and continues to be reported under previous accounting standards in effect for those periods.

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, used 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 service operations (boat maintenance and repairs) are 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. Prior to the adoption of ASU 2014-09, “Revenue from Contracts with Customers, Topic 606,” revenue from parts and service operations were recognized when the customer took delivery of the part or serviced boat.

Deferred 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. Subject to our agreements and in the event of early cancellation of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the transaction price by the third-party financial institutions and insurance companies. We constrain our estimate of variable consideration associated with chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the consolidated financial statements for the years ended September 30, 2020, 2019 and 2018.

Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s 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 year ended September 30, 2020 is as follows:

($ in thousands)	For the Year Ended September 30, 2020
Beginning contract liability	$	4,880
Revenue recognized from contract liabilities included in the beginning balance		(4,880	)
Increases due to cash received, net of amounts recognized in revenue during the period		17,280
Ending contract liability	$	17,280

In accordance with the new revenue standard requirements, the Company recorded a $1.5 million contract asset in prepaid expenses and other current assets as of September 30, 2020. Net income increased $0.9 million, basic and diluted EPS each increased $0.14 per share for the year ended September 30, 2020 in accordance with the adoption.

Contract assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer.

The following table sets forth percentages on the timing of revenue recognition for the year ended September 30, 2020.

	For the Year Ended September 30, 2020
Goods and services transferred at a point in time		97.0	%
Goods and services transferred over time		3.0	%
Total Revenue		100.0	%

Advertising Costs

We expense advertising and promotional costs as incurred and include them in selling, general, and administrative expenses in the accompanying consolidated statements of operations. Pursuant to ASC 606, we net amounts received under our co-op assistance programs from our manufacturers against the related advertising expenses. Advertising costs are expensed as incurred. Total advertising costs for the years ended September 30, 2020, 2019 and 2018, were $5.4 million, $7.0 million and $4.8 million, which are net of related co-op assistance of $0.7 million, $0.9 million and $0.8 million, respectively.

Equity-Based Compensation

Equity-based compensation plans are accounted for following the provisions of FASB Accounting Standards Codification 718, ‘‘Compensation — Stock Compensation’’ (‘‘ASC 718’’). Equity-based awards are designed to reward employees for their long-term contributions to the Company and to provide incentives for them to remain with the Company. Valuation models and the quoted market price of our common stock are used to value all equity-based compensation. Compensation for awards is measured at fair value on the grant date based on the number of shares expected to vest. The Company recognizes compensation cost for all awards on a straight-line basis over the requisite service period of the award.

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.

Loan costs

The Company accounts for its loan costs in accordance with FASB ASU No. 2015-03, ‘‘Interest-Imputation Subtopic (835-30): Simplifying the Presentation of Debt Issuance Costs’’, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction of the carrying amount of that debt liability.

Loan costs are amortized to interest expense on a straight-line basis over the life of the loan, which approximates the effective interest method.

Sale and Leaseback

In accordance with ASC 840-40 ‘‘Sales-Leaseback Transactions,’’ the Company has recorded a deferred gain as of September 30, 2020 and 2019 in relation to the sale and leaseback of certain of the Company's operating facilities and equipment during the year ended September 30, 2019. As such, the gains have been deferred and are being amortized on a straight-line basis over the life of the leases.

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 consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets, share based compensation, fair value of warrants and accruals for expenses relating to business operations.

Segment Information

As of September 30, 2020 and September 30, 2019, the Company had one operating segment, marine retail. The marine retail segment consists of retail boat dealerships offering the sale of new and pre-owned boats, arrangement of finance and insurance products, performance of repair and maintenance services and offering marine related parts and accessories. The marine retail business has discrete financial information and is regularly reviewed by the Company’s chief operating decision maker (“CODM”) to assess performance and allocate resources. The Company has identified its Chief Executive Officer as its CODM. The Company has determined its marine retail operating segment is its reporting unit and is also the reportable segment.

New Accounting Pronouncements

12 Months Ended

Sep. 30, 2020

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

3.	New Accounting Pronouncements

As an ‘‘emerging growth company’’ (‘‘EGC’’), the Jumpstart Our Business Startups Act (‘‘JOBS Act’’) allows the Company to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. The Company has elected to use this extended transition period under the JOBS Act. The adoption dates discussed below reflect this election.

Adoption of New Accounting Standards

In May 2014, the FASB issued Accounting Standards Update (‘‘ASU’’) No. 2014-09, ‘‘Revenue from Contracts with Customers (Topic 606)’’ (‘‘ASU 2014-09’’), as subsequently amended, a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-09 is effective for a public company’s annual reporting periods beginning after December 15, 2017. As an EGC the Company has elected to adopt ASU 2014-09 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company adopted this update on October 1, 2019 using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods. The details and the quantitative impact of the adoption are described in Note 2.

As part of the adoption of the ASU, the Company elected to use the following practical expedients (i) not to adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company's transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less and (ii) to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less.

In August 2016, the FASB issued ASU 2016-15, ‘‘Statement of Cash Flows (Topic 230)’’ (‘‘ASU 2016-15’’). Additionally, in November 2016, the FASB issued ASU 2016-18, ‘‘Statement of Cash Flows (Topic 230)’’ (‘‘ASU 2016-18’’). These updates require organizations to reclassify certain cash receipts and cash payments within the Statement of Cash Flows and modify the classification and presentation of restricted cash. These ASU’s are effective for a public company’s annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. As an EGC, the Company has elected to adopt these ASU’s following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within fiscal years beginning after December 15, 2019. The Company adopted this update on October 1, 2019 and it did not have a material impact on the consolidated financial statements.

In January 2017, the FASB issued ASU 2017-01, ‘‘Business Combinations (Topic 805)’’ (‘‘ASU 2017-01’’). This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. As an EGC, the Company has elected to adopt ASU 2017-01 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company adopted this update on October 1, 2019, and it did not impact the consolidated financial statements.

Standards Issued But Not Yet Adopted

In February 2016, the FASB issued ASU 2016-02, ‘‘Leases (Topic 842)’’ (‘‘ASU 2016-02’’). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-02 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, earlier application is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2016-02 in fiscal year 2023 and expects the adoption of ASU 2016-02 to have a significant and material impact on the consolidated balance sheet given the current lease agreements for the Company’s stores. Based on the current assessment, it is expected that most of the operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on the consolidated balance sheet. The Company is continuing its assessment, which may identify additional impacts this standard will have on the consolidated financial statements and related disclosures and internal control over financial reporting.

In June 2016, the FASB issued ASU 2016-13, ‘‘Financial instruments — Credit Losses’’ (“ASU 2016-13”). ASU 2016-13 requires entities to report ‘‘expected’’ credit losses on financial instruments and other commitments to extend credit rather than the current ‘‘incurred loss’’ model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. ASU 2016-13 is effective for a public company’s annual reporting periods beginning after December 15, 2019, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-13 following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt ASU 2016-13 in fiscal year 2024.

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2020, and interim periods within those annual periods. As an EGC, the Company has elected to adopt the pronouncement following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. 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 2023.

In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform”, which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s financial statements.

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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Goodwill and Other Identifiable Intangible Assets [Abstract]

Acquisitions

12 Months Ended

Sep. 30, 2020

Acquisitions [Abstract]

Acquisitions

4.	Acquisitions

In the years ended September 30, 2019 and 2018, the Company completed acquisitions of multiple retail boat dealer groups in the United States. No acquisitions were completed during the year ended September 30, 2020. The results of operations of acquisitions are included in the accompanying consolidated financial statements from the acquisition date forward. The purchase price of acquisitions was 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.

In fiscal 2019, we completed the following transactions:

•

On December 1, 2018, the Slalom Shop with two locations in Texas

•

On February 1, 2019, Ocean Blue Yacht Sales with three locations in Florida

•

On February 1, 2019, Ray Clepper Boat Center with one location in South Carolina

•

On May 1, 2019, Caribee Boat Sales and Marina with one location in Florida

•

On August 1, 2019, Central Marine with three locations in Florida

Total purchase price of the fiscal 2019 acquisitions was $48.6 million and was paid with $19.4 million in cash and the remaining $29.2 million was financed with long-term debt and seller notes payable. Included in our results for the year ended September 30, 2019, the acquisitions contributed $62.0 million to our consolidated revenue and $4.0 million to our net income. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, and valuation fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $1.3 million for the year ended September 30, 2019.

In fiscal 2018, we completed the following transactions:

•

On February 1, 2018, Texas Marine with three locations in Texas

•

On April 1, 2018, Spend-A-Day Marine with two locations in Ohio

•

On June 1, 2018, Bosun’s Marine with four locations in Massachusetts

Total purchase price of the fiscal 2018 acquisitions was $31.0 million and was paid with $13.8 million in cash, an estimated payment of contingent consideration of $2.6 million, $12.0 million was financed with long-term debt and seller notes payable and $2.5 million was reinvested in Bosun’s Marine. Included in our results for the year ended September 30, 2018, the acquisitions contributed $68.4 million to our consolidated revenue and $6.1 million to our net income. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, and valuation fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $0.4 million for the year ended September 30, 2018.

The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the fiscal 2019 transactions:

Assets acquired and liabilities assumed for the Year Ended September 30,	2019
Prepaid expenses	$	249
Accounts receivable		2,062
Inventory		54,023
Property and equipment		7,045
Identifiable intangible assets		13,572
Goodwill		16,879
Liabilities assumed		(45,189	)
Total purchase price	$	48,641

The following unaudited pro forma results of operations for the years ended September 30, 2019 and 2018 assumes that all 2019 and 2018 acquisitions were completed on October 1, 2017.

($ in thousands)	2019		2018
Pro forma revenues	$	827,488	$	765,992
Pro forma net income	$	39,899	$	8,910

Accounts Receivable

12 Months Ended

Sep. 30, 2020

Accounts Receivable [Abstract]

Accounts Receivable

5.	Accounts Receivable

The accounts receivable balance at September 30, 2020 and 2019, represents trade and other receivables. Accounts receivable primarily consists of contracts in transit. These amounts represent anticipated funding from the loan agreement customers execute at the store when they purchase their new or pre-owned boat. These finance contracts are typically funded within 30 days. Trade receivables include amounts due from customers on the sale of boats, parts, service, and storage. Amounts due from manufacturers represent receivables for various manufacturer incentive programs and parts and service work performed pursuant to the manufacturers’ warranties.

Accounts receivable consisted of the following:

($ in thousands)	September 30, 2020			September 30, 2019
Contracts in transit	$	13,532		$	8,453
Trade and other accounts receivable		1,023			1,544
Manufacturer receivable		4,059			5,297
Total accounts receivable		18,614			15,294
Less – allowance for doubtful accounts		(135	)		-
Total accounts receivable, net	$	18,479		$	15,294

The allowance for uncollectible receivables was not material to the consolidated financial statements as of September 30, 2020 or 2019. Management closely monitors outstanding accounts receivable for collectability based on the age of the receivable and the history of past collections and will write off any balances that are considered to be uncollectible.

Inventories

12 Months Ended

Sep. 30, 2020

Inventories [Abstract]

Inventories

6.	Inventories

Inventories consisted of the following at:

($ in thousands)	September 30, 2020		September 30, 2019
New vessels	$	120,012	$	234,312
Pre-owned vessels		21,262		33,729
Work in process, parts and accessories		8,850		9,297
Total inventories	$	150,124	$	277,338

Property and Equipment

12 Months Ended

Sep. 30, 2020

Property and Equipment [Abstract]

Property and Equipment

7.	Property and Equipment

Property and equipment consisted of the following:

($ in thousands)	September 30, 2020			September 30, 2019
Land	$	417		$	1,066
Buildings and improvements		1,052			336
Leasehold improvements		6,609			5,197
Machinery and equipment		5,910			4,743
Office equipment		6,133			3,795
Company vehicles		5,496			4,537
Construction in progress		1,291			1,601
Total property and equipment		26,908			21,275
Less accumulated depreciation		(8,466	)		(5,321	)
Total property and equipment, net	$	18,442		$	15,954

For the years ended September 30, 2020, 2019 and 2018, depreciation and amortization expense totaled $3.2 million, $2.7 million and $1.7 million, respectively.

Goodwill and Other Identifiable Intangible Assets

12 Months Ended

Sep. 30, 2020

Goodwill and Other Identifiable Intangible Assets

8.	Goodwill and Other Identifiable 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. Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. There were no acquisitions for the year ended September 30, 2020. The changes in goodwill and identifiable intangible assets for the year ended September 30, 2019 are as follows:

($ in thousands)	Goodwill
Balance as of September 30, 2018	$	96,180
Goodwill acquisitions during the year		16,879
Balance as of September 30, 2019		113,059
Goodwill acquisitions/divestitures during the year		-
Balance as of September 30, 2020	$	113,059

($ in thousands)	Identifiable Intangible Assets
Balance as of September 30, 2018	$	47,732
Identifiable intangible assets acquisitions during the year		13,572
Balance as of September 30, 2019		61,304
Identifiable intangible assets acquisitions/divestitures during the year		-
Balance as of September 30, 2020	$	61,304

See Note 2 for more information about our annual impairment tests of goodwill and identifiable intangible assets.

Other Payables and Accrued Expenses

12 Months Ended

Sep. 30, 2020

Other Payables And Accrued Expenses [Abstract]

Other Payables and Accrued Expenses

9.	Other Payables and Accrued Expenses

Other payables and accrued expenses consisted of the following:

($ in thousands)	September 30, 2020		September 30, 2019
Payroll accrual	$	10,691	$	3,999
Sales tax payable		3,101		1,870
Other payables and accrued expenses		4,644		4,784
Acquisition contingent consideration		5,520		-
Accrued interest		265		5,914
Total other payables and accrued expenses	$	24,221	$	16,567

Notes Payable - Floor Plan

12 Months Ended

Sep. 30, 2020

Notes Payable - Floor Plan [Abstract]

Notes Payable - Floor Plan

10.	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 July 22, 2020, the Company entered into the First Amendment to the Sixth Amended and Restated Inventory Financing Agreement (the “2020 Inventory Financing Facility”), to, among other things, address the refinancing on July 22, 2020 with Truist Bank, permit the payment of fees and expenses in connection with the termination of the Term and Revolver Credit Facility and permit the payment of transaction costs in connection with the Credit Agreement. The maximum borrowing amount available, interest rates and the termination date of the agreement remained unchanged. The Inventory Financing Facility is used to purchase new and pre-owned inventory (boats, engines, and trailers). The outstanding balance of the facility was $124.0 million and $225.4 million, as of September 30, 2020 and 2019, respectively.

On February 11, 2020, in connection with the Offering, the Company and certain of its subsidiaries entered into the 2020 Inventory Financing Facility and, among other things, permitted certain payments and transactions in connection with the Offering, including payments under the Tax Receivable Agreement. The maximum borrowing amount available, interest rates and the termination date of the agreement remained unchanged.

On November 26, 2019, the Company and certain of its subsidiaries entered into the Fifth Amended and Restated Inventory Financing Agreement (the “Inventory Financing Facility”) and, among other things, extended the maturity of the Inventory Financing Facility to September 28, 2021 and increased the maximum amount of borrowings under the Inventory Financing Facility from $292.5 million to $392.5 million.

Interest on new boats and for rental units is calculated using the one month London Inter-Bank Offering Rate (“LIBOR”) 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 September 30, 2020 the interest rate on the Inventory Financing Facility ranged from 2.90% to 5.15% for new inventory and 3.15% to 5.40% for pre-owned inventory. As of September 30, 2019 the interest rate on the Inventory Financing Facility ranged from 4.77% to 7.02% for new inventory and 5.02% to 7.27% for pre-owned inventory. Borrowing capacity available at September 30, 2020 and September 30, 2019 was $268.5 million and $67.1 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 as well as a minimum fixed charge coverage ratio. 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. The Company was in compliance with all covenants at September 30, 2020.

The collateral for the 2020 Inventory Financing Facility consists primarily of our inventory that is financed through the 2020 Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the Credit Agreement (defined below).

Long-term Debt and Line of Credit

12 Months Ended

Sep. 30, 2020

Long-term Debt and Line of Credit [Abstract]

Long-term Debt and Line of Credit

11.	Long-term Debt and Line of Credit

2020 Credit Agreement

On July 22, 2020, the Company entered into a Credit Agreement (the “Credit Agreement”), with Truist Bank. The Credit Agreement provides for a $30.0 million revolving credit 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 from time to time, and a $80.0 million term loan. Subject to certain conditions, the available amount under the revolving credit facility and the term loans may be increased by $50.0 million in the aggregate. The Credit Agreement bears interest at a rate that is equal to LIBOR for such interest period plus an applicable margin of up to 3.00%, subject to step-downs to be determined based on the consolidated leverage ratio. The revolving credit facility is subject to an unused line fee of up to 0.40%, subject to step-downs to be determined based on the consolidated leverage ratio. The revolving credit facility matures on July 22, 2025. The term loan is repayable in installments beginning on March 31, 2021, with the remainder due on July 22, 2025.

In connection with the refinance on July 22, 2020, the Company used $30.9 million cash on hand and the $80.0 million term loan under the Credit Agreement to repay the $104.8 million outstanding principal and interest and a $4.2 million early termination fee under Term and Revolver Credit Facility (defined below). The remaining $1.9 million was recorded as debt issuance costs and will be amortized over the life of the Credit Agreement. In connection with the extinguishment, the Company also recognized $2.4 million of expense for unamortized debt issuance costs related to the Term and Revolver Credit Facility in the Consolidated Statements of Operations.

The Credit Agreement is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries. The collateral under the Credit Agreement does not include inventory and certain other assets of the Company’s subsidiaries financed under the 2020 Inventory Financing Facility. The Credit Agreement is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. The credit agreement 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. The Company was in compliance with all covenants at September 30, 2020.

Term and Revolver Credit Facility

On February 11, 2020, in connection with the Offering, the Company entered into an Amended and Restated Credit and Guaranty Agreement (the “Term and Revolver Credit Facility”) by and among OneWater Inc, OneWater LLC and its subsidiaries, with Goldman Sachs Specialty Lending Group, L.P. The amendment, among other things, modified the terms to (i) increase the Revolving Facility from $5.0 million to $10.0 million, (ii) increase the maximum available under the Multi-Draw Term Loan from $60.0 million to $100.0 million, (iii) provide an uncommitted and discretionary multi-draw term loan accordion feature of up to $20.0 million, (iv) amend the repayment schedule of the Multi-Draw Term Loan to commence on March 31, 2022 (v) amend the scheduled maturity date of the Revolving Facility and Multi-Draw Term Loan to be February 11, 2025 and (vi) remove OWM BIP Investor, LLC as a lender. The Term and Revolver Credit Facility bore interest at a rate that is equal to LIBOR for such interest period (subject to a 1.50% floor) plus an applicable margin of up to 7.00%, subject to step-downs to be determined based on certain financial leverage ratio measures. The Term and Revolver Credit Facility included the option for the Company to defer cash payments of interest for twelve months and add the accrued interest to the outstanding principal of the note payable. This election was made and as a result, the interest rate was increased by 2.0%. Immediately upon closing of the agreement, the Company borrowed an additional $35.3 million on the Multi-Draw Term Loan. The Term and Revolver Credit Facility was repaid in full on July 22, 2020 in connection with the Credit Agreement.

The Term and Revolver Credit Facility was collateralized by all real, personal and mixed property (including capital units) of the Company. Under the agreement, the Company was required to be in compliance with various financial covenants including a minimum fixed charge coverage ratio, a maximum senior leverage ratio, a maximum total leverage ratio and $1,000,000 minimum consolidated liquidity. In addition, certain non-financial covenants could have restricted the Company’s ability to incur additional debt, make certain investments, enter into certain transactions with stockholders or affiliates, dispose of assets or pay dividends or distributions excluding distributions related to the payment of taxes by members

On May 1, 2019, the Company further expanded the multi-draw term loan with Goldman and BIP. The maximum available under the facility was increased from $50.0 million to $60.0 million. The applicable interest rate, maturity, terms, conditions and covenants were unchanged.

On February 1, 2018, the Company expanded the multi-draw term loan with Goldman and Beekman. The maximum available under the facility was increased from $20.0 million to $50.0 million. The applicable interest rate, maturity, terms, conditions and covenants were unchanged.

The Company entered into a $20.0 million multi-draw term loan and a $5.0 million revolving line of credit with Goldman and Beekman on October 28, 2016. The loans and line of credit were subject to an applicable interest rate of 10.0% per annum. The multi-draw term loan was also subject to a 0.5% unused line fee. The multi-draw term loan was to be repaid in equal consecutive quarterly payments in the annual amount equal to 5.0% of the aggregate principal amount outstanding immediately prior to December 31, 2019. The loan was to mature on October 28, 2021 and the full principal and any accrued unpaid interest was due in full on that date. Repayments on the revolving line of credit could be made at any time.

Long-term debt consisted of the following at:

($ in thousands)	September 30, 2020			September 30, 2019
Term note payable to Truist Bank, secured and bearing interest at 2.40% at September 30, 2020. The note requires quarterly principal payments commencing on March 31, 2021 and maturing with a full repayment on July 22, 2025	$	80,000		$	-
Multi-draw term note payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, secured and bearing interest at 10.0% at September 30, 2019. The note was repaid in full		-			58,000
Revolving note payable for an amount up to $30.0 million to Truist Bank		-			-
Revolving note payable for an amount up to $30.0 million to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC		-			-
Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.9% per annum. The note requires monthly installment payments of principal and interest ranging from $100 to $5,600 through August 2025		2,454			2,371
Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5% per annum. The note requires monthly interest payments, with a balloon payment of principal due on February 1, 2022		2,164			2,164
Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on February 1, 2022		1,920			1,920
Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on March 1, 2021		1,500			1,500
Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2021		1,271			1,271
Note payable to Bosun’s Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021		1,227			1,227
Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021		1,000			1,000
Note payable to Rambo Marine, Inc., unsecured and bearing interest at 7.5% per annum. The note was repaid in full		-			3,133
Note payable to Marina Mikes, LLC, unsecured and bearing interest at 5.0% per annum. The note was repaid in full		-			2,125
Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., unsecured and bearing interest at 6.0% per annum. The note was repaid in full		-			1,400
Note payable to Texas Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note was repaid in full		-			815
Total debt outstanding		91,536			76,926
Less current portion (net of current debt issuance costs)		(7,419	)		(11,124	)
Less unamortized portion of debt issuance costs		(2,140	)		(1,013	)
Long-term debt, net of current portion of unamortized debt issuance costs	$	81,977		$	64,789

Principal repayment requirements of long-term debt at September 30, 2020 are as follows (in thousands):

Year Ending September 30,	Amount
2021	$	7,949
2022		10,546
2023		6,700
2024		8,752
2025		57,589
Total principal payments	$	91,536

Debt issuance costs are amortized on a straight-line basis over the life of the loan, which approximates the effective interest method. During 2020 and 2019, the Company capitalized loan costs of $3.9 million and $0.2 million, respectively, and had accumulated amortization of $0.1 million and $0.7 million as of September 30, 2020 and 2019, respectively. In connection with the prepayment of the Term and Revolver Credit Facility, the Company wrote off unamortized debt issuance costs of $2.4 million which was included in loss on extinguishment of debt in the Consolidated Statements of Operations. Amortization for the years ended September 30, 2020, 2019 and 2018 amounted to $0.4 million, $0.3 million and $0.2 million, respectively, and is included in interest expense.

The Company had no outstanding letters of credit as of September 30, 2020.

Stockholders' and Members' Equity

12 Months Ended

Sep. 30, 2020

Stockholders' and Members' Equity [Abstract]

Stockholders' and Members' Equity

12.	Stockholders’ and Members’ Equity

Equity-Based Compensation

In periods prior to the Offering, the Company issued Profit in Interests awards to select members of executive management. These awards were for Class B units which represent non-voting units. These awards were to vest over three to five years and are designed to motivate and retain the executives through long-term performance incentives. As part of the Organizational Transactions, previously issued Profit in Interests awards fully and immediately vested and were exchanged for 32,754 OneWater LLC Units.

In connection with the Offering, the Board adopted an 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 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 1,385,799. The LTIP will 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.

In connection with the consummation of the Offering, OneWater Inc granted to its named executive officers equity-based awards under the LTIP, which consist of (i) 17,333 restricted stock units subject to time-based vesting for each of Messrs. Singleton (Chief Executive Officer) and Aisquith (Chief Operating Officer), and (ii) 10,000 restricted stock units subject to time-based vesting for Mr. Ezzell (Chief Financial Officer). These restricted stock units vest in four equal annual installments commencing on February 7, 2021.

During the period following the Offering through September 30, 2020, the Board approved the grant of an additional 139,727 time-based vesting restricted stock units. 39,727 restricted stock units fully vest on February 7, 2021 and the remaining 100,000 restricted stock units vest in four equal annual installments commencing on February 7, 2021.

Compensation cost for 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 straight-line basis over the applicable vesting periods.

During the period following the offering through September 30, 2020, the Board approved the grant of 67,000 performance share units, which represents 100% of the target award. Performance share units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance during fiscal year 2020 as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 175% of the target number of units depending upon achievement of the performance goals. Performance share units vest in four equal annual installments. Upon vesting, each performance share unit equals one share of common stock of the Company. 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 four-year vesting period. As of September 30, 2020, the Company fully achieved the performance targets at 175% and therefore $0.5 million of expense related to the performance awards was recorded in the year ended September 30, 2020.

The following table further summarizes activity related to restricted stock units for the period from the Offering to September 30, 2020:

	Restricted Stock Unit Awards
	Number of Shares		Weighted Average Grant Date Fair Value ($)
Issued on February 11, 2020		44,666	$	14.61
Awarded		256,977		15.98
Vested		-		-
Forfeited		-		-
Unvested at September 30, 2020		301,643	$	15.78

For the year ended September 30, 2020, the Company recognized $1.6 million of compensation expense related to the grant of restricted stock units. As of September 30, 2020, the total unrecognized compensation expense related to outstanding equity awards was $3.2 million, which the Company expects to recognize over a weighted-average period of 1.6 years.

Investor Voting Warrants

On October 28, 2016, the Company issued 25,000 OneWater LLC common unit warrants in exchange for $1.0 million. The common unit warrants had a ten-year life from the date of issuance and provided the holders with a put right after 5 years, or potentially earlier, under certain circumstances. The holders of the warrants maintained full voting rights in OneWater LLC. As the common unit warrants could be settled in cash at the election of the holder, the fair value of the common unit warrants were included in warrant liability in the accompanying consolidated balance sheets as of September 30, 2019. The common unit warrants were exercised for $0.0001 per unit in exchange for cash or common units of OneWater LLC. In connection with the Offering, Goldman and Beekman received 2,148,806 OneWater LLC units upon exercise of the warrants.

The Company engaged a third-party valuation specialist to assist management in performing a valuation of the fair value of the common unit warrants. Accordingly, the warrant liability was accounted for based on inputs that were unobservable and significant to the overall fair value measurement (Level 3). The valuation considered both a market and a discounted cash flows approach in arriving at the fair value of the common unit warrants. As previously noted, the common unit warrants were exercised at the Offering for common units of OneWater LLC and therefore no warrant liability existed as of September 30, 2020. As of September 30, 2019 the fair value of the warrant liability was $50.9 million. The Company recognized (income) expense of $(0.8) million, $(1.3) million and $33.2 million for the years ended September 30, 2020, 2019 and 2018, respectively, and this change in the fair value was recorded as a change in the fair value of warrants in the accompanying consolidated statements of operations.

OneWater LLC Preferred Distribution

As of September 30, 2019, the unpaid balance of the preferred distribution was $3.2 million. The 5% cumulative interest on the preferred distribution was recognized as a distribution when declared by the Board. As of September 30, 2019, unpaid cumulative interest on the preferred distribution was zero. On February 11, 2020, in connection with the Offering, the Company paid $3.2 million in exchange for the surrender of the preferred distribution right.

Non-Controlling Interest

In connection with the Offering, the former owners of Bosun’s Assets and Operations (“BAO”) and South Shore Assets and Operations (“SSAO”) received 290,466 and 306,199 shares of Class A common stock, respectively, for the surrender of their respective 25.0% ownership interests. The results of operations for BAO and SSAO have been included in the Company’s consolidated financial statements and the former owners’ minority interests have been recorded, accordingly, through the date of the Offering.

As discussed in Note 1, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports a non-controlling interest related to the portion of OneWater LLC owned by the LLC Unitholders. Changes in ownership interest in OneWater LLC while OneWater Inc retains its controlling interest will be accounted for as equity transactions. Future direct exchanges of LLC units will result in a change in ownership and reduce the amount recorded as a non-controlling interest and increase additional paid-in-capital. As of September 30, 2020, OneWater Inc owned 69.4% of the economic interest of OneWater LLC with the LLC Unitholders owning the remaining 30.6%.

Earnings Per Share

Basic and diluted earnings per share of Class A common stock is computed by dividing net income attributable to OneWater Inc for the period from February 11, 2020 through September 30, 2020 (the period following the Organizational Transactions and the Offering), by the weighted-average number of shares of Class A common stock outstanding during the same period. Diluted earnings per share is computed by giving effect to all potentially dilutive shares.

There were no shares of Class A or Class B common stock outstanding prior to February 11, 2020, therefore no earnings per share information has been presented for any period prior to that date.

The following table sets forth the calculation of earnings per share for the year ended September 30, 2020 (in thousands, except per share data):

Earnings per share:	Year Ended September 30, 2020
Numerator:
Net income attributable to OneWater Inc	$	17,425

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share		6,243
Effect of dilutive securities:
Restricted stock units		44
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share		6,287

Earnings per share of Class A common stock – basic	$	2.79
Earnings per share of Class A common stock – diluted	$	2.77

Shares of Class B common stock do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted 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 earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands):

	Year Ended September 30, 2020
Class B common stock		8,324
Restricted stock units		220
		8,544

Retirement Plan

12 Months Ended

Sep. 30, 2020

Retirement Plan [Abstract]

Retirement Plan

13.	Retirement Plan

The Company offers a 401(k) retirement plan to its full-time employees over the age of 21. The Company currently makes discretionary matching contributions of 50.0% for the first 4.0% of employee salary deferrals. The Company made discretionary contributions of $0.8 million, $0.6 million and $0.4 million for the years ended September 30, 2020, 2019 and 2018, respectively.

The entire disclosure for retirement benefits.

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Fair Value Measurements

12 Months Ended

Sep. 30, 2020

Fair Value Measurements [Abstract]

Fair Value Measurements

14.	Fair Value Measurements

In determining fair value, OneWater LLC 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 OneWater LLC 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, plant and equipment and other intangibles and those used in the reporting unit valuation in the annual goodwill impairment evaluation contingent consideration and those used in the valuation of the warrant liability.

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.

Redeemable Preferred Interest in Subsidiary [Abstract]

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Redeemable Preferred Interest in Subsidiary

12 Months Ended

Sep. 30, 2020

Redeemable Preferred Interest in Subsidiary

15.	Redeemable Preferred Interest in Subsidiary

On September 1, 2016, the Company organized OWAO. As of September 30, 2016, OWAO was not funded. In conjunction with Goldman and Beekman, OneWater LLC contributed a majority of its assets, including subsidiaries operating all of its retail operations, to OWAO in return for 100,000 common units. Additionally, as a part of the transaction, OWAO issued 68,000 preferred units in OWAO to Goldman and Beekman. The preferred interest had a stated 10.0% rate of return and there was no allocation of profits in excess of the stated return. The preferred interests were not convertible but may have been redeemed by the holder after 5 years or upon certain triggering events at face value plus accrued interest.

The Company had classified the redeemable preferred interest as temporary equity in the consolidated balance sheets. The discount on the issuance of the redeemable preferred interest was being accreted to members’ equity as a dividend from the date of issuance through the fifth anniversary of the issuance date. On February 11, 2020, in connection with the Offering, OWAO used $89.2 million in cash to fully redeem the preferred interest in subsidiary held by Goldman and Beekman.

Income Taxes

12 Months Ended

Sep. 30, 2020

Income Taxes [Abstract]

Income Taxes

16.	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.

The components of income tax expense are:

($ in thousands)	Year Ended September 30, 2020
Current:
Federal	$	4,384
State		1,436
		5,820
Deferred:
Federal		395
State		114
		509
Income tax expense	$	6,329

A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows:

	For the Years Ended September 30,
	2020			2019			2018
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
Income attributable to non-controlling interests and nontaxable income		(12.4	)		(21.0	)		(21.0	)
State income taxes, net of federal benefit		2.3			-			-
Other		0.6			-			-
Effective income tax rate		11.5	%		-	%		-	%

Details of the Company’s deferred tax assets and liabilities are as follows:

($ in thousands)	September 30, 2020
Deferred tax assets:
Investment in partnerships	$	9,063
Tax receivable agreement		3,791
Total		12,854
Valuation allowance		-
Total deferred tax assets		12,854
Total deferred tax liabilities		-
Deferred tax assets, net	$	12,854

There was no valuation allowance recorded against the deferred tax asset as of September 30, 2020.

As of September 30, 2020, we had income taxes payable of $5.6 million which is included in Accounts Payable.

As of September 30, 2020 and 2019, 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 for the tax years beginning with the year ended September 30, 2020. The Company is not currently subject to income tax audits in any U.S. or state jurisdiction for any tax year.

Tax Receivable Agreement

As of September 30, 2020, our liability under the Tax Receivable Agreement was $15.6 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 LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the Limited Liability Company Agreement).

The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability 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 LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the Limited Liability Company 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 [Abstract]

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Contingencies and Commitments

12 Months Ended

Sep. 30, 2020

Contingencies and Commitments

17.	Contingencies and Commitments

The Company recorded rent expense of $12.4 million, $10.1 million and $8.0 million during the years ended September 30, 2020, 2019 and 2018, respectively. The Company leases certain facilities and equipment under noncancelable operating lease agreements having terms in excess of one year expiring through 2037.

Future minimum lease payments under these noncancelable leases as of September 30, 2020, are summarized as follows:

Year Ending September 30,	Amount (in thousands)
2021	$	10,195
2022		9,357
2023		8,851
2024		8,677
2025		8,421
Thereafter		48,983
Total minimum lease payments	$	94,484

Sale and Leaseback

In August 2019, the Company entered into a sale and leaseback transaction for certain operating facilities and equipment. In accordance with ASC 840-40 ‘‘Sales-Leaseback Transactions,’’ at September 30, 2020 and 2019 the Company has a deferred gain of $1.6 million and $1.7 million, respectively, related to certain operating facilities and equipment. The deferred gain is being amortized over the life of the leases through July 2034. The Company also recognized a loss of $1.4 million related to certain operating facilities and equipment. Total proceeds from sales and leaseback in the year ended September 30, 2019 were $15.6 million.

Acquisition Contingent Consideration

As of September 30, 2020, the Company has recorded an estimate of contingent consideration for a fiscal year 2019 acquisition in the amount of $5.5 million. 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). As of September 30, 2019, the contingency period for a fiscal year 2018 transaction had closed and a final payout in the amount of $1.5 million has been recorded. These amounts have been recorded in other payables and accrued expenses in the consolidated financial statements.

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, if decided adversely, will have a material adverse effect on its financial condition, results of operations or cash flows. Additionally, based on the Company’s review of the various types of claims currently known, there is no indication of a material reasonably possible loss in excess of amounts accrued. The Company currently does not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. 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.

Related Party Transactions

12 Months Ended

Sep. 30, 2020

Related Party Transactions

18.	Related Party Transactions

In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the inventory, from certain entities affiliated with common members of the Company. For the years ended September 30, 2020, 2019 and 2018, $60.8 million, $30.8 million and $34.2 million, respectively, in total purchases were incurred under these arrangements. A subsidiary of the Company holds a warrant to purchase one such entity for equity in inventory plus $1, which approximates fair value, that expires on March 1, 2021.

In accordance with agreements approved by the Board, certain entities affiliated with common members of the Company receive fees for rent of commercial property. For the years ended September 30, 2020, 2019 and 2018, $2.2 million, $2.1 million and $2.0 million, respectively, in total expenses were incurred under these arrangements.

In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with common members of the Company for goods and services. For the years ended September 30, 2020, 2019 and 2018, $4.1 million, $2.9 million and $2.1 million, respectively, were recorded under these arrangements.

In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with common members of the Company for goods and services. For the years ended September 30, 2020, 2019 and 2018, $0.5 million, $1.0 million and $1.0 million, respectively, were recorded under these arrangements. Included in these amounts and in connection with our notes payable floor plan financing, our Chief Executive Officer was paid a guarantee fee of $0.3 million, $0.7 million and $0.5 million for each of the years ended September 30, 2020, 2019 and 2018, respectively, for his personal guarantee associated with this arrangement.

In accordance with agreements approved by the Board, on August 22, 2020, the Company purchased the website domain name “Boatsforsale.com” from certain entities affiliated with certain directors and officers of the Company for $0.4 million.

In connection with transactions noted above, the Company was due $0.1 million as recorded within accounts receivable as of both September 30, 2020 and 2019.

Quarterly Financial Data (Unaudited)

12 Months Ended

Sep. 30, 2020

Quarterly Financial Data (Unaudited) [Abstract]

Quarterly Financial Data (Unaudited)

19.	Quarterly Financial Data (Unaudited)

	Three Months Ended
(in thousands, except per share amounts)	December 31,			March 31,			June 30,		September 30,
2020
Revenue	$	153,698		$	189,963		$	408,273	$	271,036
Gross profit		32,189			44,584			94,685		64,066
Income from operations (1)		2,552			8,722			50,678		16,517
Net (loss) income		(1,067	)		2,979			40,622		5,974
Net income attributable to OneWater Marine Inc		-			1,085			14,367		1,973
Earnings per share of Class A common stock – basic (2)		-		$	0.18		$	2.36	$	0.30
Earnings per share of Class A common stock – diluted (2)		-		$	0.18		$	2.36	$	0.30

2019
Revenue	$	103,278		$	180,771		$	274,824	$	208,751
Gross profit		23,319			39,725			62,731		46,351
Income from operations (1)		785			12,803			26,927		12,777
Net income (loss)		2,510			(2,951	)		32,680		5,024
Net income attributable to OneWater Marine Inc		-			-			-		-
Earnings per share of Class A common stock – basic (2)		-			-			-		-
Earnings per share of Class A common stock – diluted (2)		-			-			-		-

(1)

Transaction costs reported as other expenses for the three months ended December 31, 2019 and 2018 have been reclassified as operating expenses to conform to the presentation of the other quarters.

(2)

Subsequent Events

12 Months Ended

Sep. 30, 2020

Subsequent Events [Abstract]

Subsequent Events

20.	Subsequent events

Management evaluated events occurring subsequent to September 30, 2020 through December 3, 2020, the date these consolidated financial statements were available for issuance and other than as noted below determined that no material recognizable subsequent events occurred.

In connection with the September Offering, an affiliate of Goldman granted the underwriters a 30-day option to purchase up to an additional 475,630 shares of the Company’s Class A common stock (the “Optional Shares”). On September 29, 2020, the underwriters notified the Company and Goldman of their intent to purchase an additional 387,458 Optional Shares. The sale of the Optional Shares closed on October 2, 2020. The Company did not receive any proceeds from the sale of the Optional Shares.

We entered into a definitive agreement on November 18, 2020, to acquire substantially all of the assets of Tom George Yacht Group, which will add two locations in Florida, and the transaction is expected to close before December 31, 2020.

Description of Company and Basis of Presentation (Policies)

12 Months Ended

Sep. 30, 2020

Description of Company and Basis of Presentation [Abstract]

Description of the Business

Initial Public Offering

Organizational Transactions

In connection with the Offering and the related reorganization, OneWater Inc and OneWater LLC completed the following transactions (collectively, the “Organizational Transactions”):

•

•	Legacy Owners (references made herein to “Legacy Owners” refer to the owners of OneWater LLC as they existed immediately prior to OneWater Inc’s public offering) exchanged their existing membership interests in OneWater LLC for LLC Units;

•	Certain Legacy Owners contributed, directly or indirectly, their OneWater LLC Units to OneWater Inc in exchange for 780,213 shares of Class A common stock;

•	OneWater Inc entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the Legacy Owners that will continue to be LLC Unitholders. See Note 16 for additional details regarding the Tax Receivable Agreement; and

•

September Offering

Principles of Consolidation

Basis of Financial Statement Preparation

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies [Abstract]

Cash

Restricted Cash

Fair Value of Financial Instruments

Inventories

Deferred Offering Costs

Vendor Consideration Received

Property and Equipment

	Year
Company vehicles	5
Buildings and improvements	10-39
Leasehold improvements	15
Machinery and equipment	5-7
Office equipment	5-7

Lease Commitments

Goodwill and Other Identifiable Intangible Assets

Sales Tax

Revenue Recognition

($ in thousands)	For the Year Ended September 30, 2020
Beginning contract liability	$	4,880
Revenue recognized from contract liabilities included in the beginning balance		(4,880	)
Increases due to cash received, net of amounts recognized in revenue during the period		17,280
Ending contract liability	$	17,280

Contract assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer.

The following table sets forth percentages on the timing of revenue recognition for the year ended September 30, 2020.

	For the Year Ended September 30, 2020
Goods and services transferred at a point in time		97.0	%
Goods and services transferred over time		3.0	%
Total Revenue		100.0	%

Advertising Costs

Equity-Based Compensation

Income Taxes

Loan Costs

Loan costs

Loan costs are amortized to interest expense on a straight-line basis over the life of the loan, which approximates the effective interest method.

Sale and Leaseback

Use of Estimates

Segment Information

New Accounting Pronouncements (Policies)	12 Months Ended
New Accounting Pronouncements (Policies)	Sep. 30, 2020
New Accounting Pronouncements [Abstract]
Adoption of New Accounting Standards	Adoption of New Accounting Standards In May 2014, the FASB issued Accounting Standards Update (‘‘ASU’’) No. 2014-09, ‘‘Revenue from Contracts with Customers (Topic 606)’’ (‘‘ASU 2014-09’’), as subsequently amended, a converged standard on revenue recognition. The new pronouncement requires revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance also specifies the accounting for some costs to obtain or fulfill a contract with a customer, as well as enhanced disclosure requirements. ASU 2014-09 is effective for a public company’s annual reporting periods beginning after December 15, 2017. As an EGC the Company has elected to adopt ASU 2014-09 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. The Company adopted this update on October 1, 2019 using the modified retrospective approach applied only to contracts not completed as of the date of adoption, with no restatement of comparative periods. The details and the quantitative impact of the adoption are described in Note 2. As part of the adoption of the ASU, the Company elected to use the following practical expedients (i) not to adjust the promised amount of consideration for the effects of a significant financing component when the Company expects, at contract inception, that the period between the Company's transfer of a promised product or service to a customer and when the customer pays for that product or service will be one year or less and (ii) to expense costs as incurred for costs to obtain a contract when the amortization period would have been one year or less. In August 2016, the FASB issued ASU 2016-15, ‘‘Statement of Cash Flows (Topic 230)’’ (‘‘ASU 2016-15’’). Additionally, in November 2016, the FASB issued ASU 2016-18, ‘‘Statement of Cash Flows (Topic 230)’’ (‘‘ASU 2016-18’’). These updates require organizations to reclassify certain cash receipts and cash payments within the Statement of Cash Flows and modify the classification and presentation of restricted cash. These ASU’s are effective for a public company’s annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. As an EGC, the Company has elected to adopt these ASU’s following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, including interim reporting periods within fiscal years beginning after December 15, 2019. The Company adopted this update on October 1, 2019 and it did not have a material impact on the consolidated financial statements. In January 2017, the FASB issued ASU 2017-01, ‘‘Business Combinations (Topic 805)’’ (‘‘ASU 2017-01’’). This update clarifies the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. As an EGC, the Company has elected to adopt ASU 2017-01 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2018, and interim periods within annual periods beginning after December 15, 2019. The Company adopted this update on October 1, 2019, and it did not impact the consolidated financial statements. Standards Issued But Not Yet Adopted In February 2016, the FASB issued ASU 2016-02, ‘‘Leases (Topic 842)’’ (‘‘ASU 2016-02’’). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-02 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022, earlier application is permitted. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2016-02 in fiscal year 2023 and expects the adoption of ASU 2016-02 to have a significant and material impact on the consolidated balance sheet given the current lease agreements for the Company’s stores. Based on the current assessment, it is expected that most of the operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on the consolidated balance sheet. The Company is continuing its assessment, which may identify additional impacts this standard will have on the consolidated financial statements and related disclosures and internal control over financial reporting. In June 2016, the FASB issued ASU 2016-13, ‘‘Financial instruments — Credit Losses’’ (“ASU 2016-13”). ASU 2016-13 requires entities to report ‘‘expected’’ credit losses on financial instruments and other commitments to extend credit rather than the current ‘‘incurred loss’’ model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. ASU 2016-13 is effective for a public company’s annual reporting periods beginning after December 15, 2019, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-13 following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt ASU 2016-13 in fiscal year 2024. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2020, and interim periods within those annual periods. As an EGC, the Company has elected to adopt the pronouncement following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. 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 2023. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform”, which provides temporary optional guidance to companies impacted by the transition away from the London Interbank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s financial statements.

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2020

Summary of Significant Accounting Policies [Abstract]

Estimated Useful Lives of Assets

The estimated useful lives of assets are as follows:

	Year
Company vehicles	5
Buildings and improvements	10-39
Leasehold improvements	15
Machinery and equipment	5-7
Office equipment	5-7

Contract Liabilities

The activity in customer deposits for the year ended September 30, 2020 is as follows:

($ in thousands)	For the Year Ended September 30, 2020
Beginning contract liability	$	4,880
Revenue recognized from contract liabilities included in the beginning balance		(4,880	)
Increases due to cash received, net of amounts recognized in revenue during the period		17,280
Ending contract liability	$	17,280

Percentages on Timing of Revenue Recognition

The following table sets forth percentages on the timing of revenue recognition for the year ended September 30, 2020.

	For the Year Ended September 30, 2020
Goods and services transferred at a point in time		97.0	%
Goods and services transferred over time		3.0	%
Total Revenue		100.0	%

Acquisitions (Tables)

12 Months Ended

Sep. 30, 2020

Acquisitions [Abstract]

Allocation of Purchase Price

The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date, including the goodwill recorded as a result of the fiscal 2019 transactions:

Assets acquired and liabilities assumed for the Year Ended September 30,	2019
Prepaid expenses	$	249
Accounts receivable		2,062
Inventory		54,023
Property and equipment		7,045
Identifiable intangible assets		13,572
Goodwill		16,879
Liabilities assumed		(45,189	)
Total purchase price	$	48,641

Unaudited Pro forma Results of Operations

The following unaudited pro forma results of operations for the years ended September 30, 2019 and 2018 assumes that all 2019 and 2018 acquisitions were completed on October 1, 2017.

($ in thousands)	2019		2018
Pro forma revenues	$	827,488	$	765,992
Pro forma net income	$	39,899	$	8,910

Accounts Receivable (Tables)

12 Months Ended

Sep. 30, 2020

Accounts Receivable [Abstract]

Accounts Receivable

Accounts receivable consisted of the following:

($ in thousands)	September 30, 2020			September 30, 2019
Contracts in transit	$	13,532		$	8,453
Trade and other accounts receivable		1,023			1,544
Manufacturer receivable		4,059			5,297
Total accounts receivable		18,614			15,294
Less – allowance for doubtful accounts		(135	)		-
Total accounts receivable, net	$	18,479		$	15,294

Inventories (Tables)

12 Months Ended

Sep. 30, 2020

Inventories [Abstract]

Inventories

Inventories consisted of the following at:

($ in thousands)	September 30, 2020		September 30, 2019
New vessels	$	120,012	$	234,312
Pre-owned vessels		21,262		33,729
Work in process, parts and accessories		8,850		9,297
Total inventories	$	150,124	$	277,338

Property and Equipment (Tables)

12 Months Ended

Sep. 30, 2020

Property and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following:

($ in thousands)	September 30, 2020			September 30, 2019
Land	$	417		$	1,066
Buildings and improvements		1,052			336
Leasehold improvements		6,609			5,197
Machinery and equipment		5,910			4,743
Office equipment		6,133			3,795
Company vehicles		5,496			4,537
Construction in progress		1,291			1,601
Total property and equipment		26,908			21,275
Less accumulated depreciation		(8,466	)		(5,321	)
Total property and equipment, net	$	18,442		$	15,954

Goodwill and Other Identifiable Intangible Assets (Tables)

12 Months Ended

Sep. 30, 2020

Goodwill and Other Identifiable Intangible Assets [Abstract]

Goodwill Measured at Fair Value on Acquisition

The changes in goodwill and identifiable intangible assets for the year ended September 30, 2019 are as follows:

($ in thousands)	Goodwill
Balance as of September 30, 2018	$	96,180
Goodwill acquisitions during the year		16,879
Balance as of September 30, 2019		113,059
Goodwill acquisitions/divestitures during the year		-
Balance as of September 30, 2020	$	113,059

Intangible Assets Measured at Fair Value on Acquisition

($ in thousands)	Identifiable Intangible Assets
Balance as of September 30, 2018	$	47,732
Identifiable intangible assets acquisitions during the year		13,572
Balance as of September 30, 2019		61,304
Identifiable intangible assets acquisitions/divestitures during the year		-
Balance as of September 30, 2020	$	61,304

Other Payables and Accrued Expenses (Tables)

12 Months Ended

Sep. 30, 2020

Other Payables And Accrued Expenses [Abstract]

Other Payables and Accrued Expenses

Other payables and accrued expenses consisted of the following:

($ in thousands)	September 30, 2020		September 30, 2019
Payroll accrual	$	10,691	$	3,999
Sales tax payable		3,101		1,870
Other payables and accrued expenses		4,644		4,784
Acquisition contingent consideration		5,520		-
Accrued interest		265		5,914
Total other payables and accrued expenses	$	24,221	$	16,567

Long-term Debt and Line of Credit (Tables)

12 Months Ended

Sep. 30, 2020

Long-term Debt and Line of Credit [Abstract]

Long-term Debt and Line of Credit

Long-term debt consisted of the following at:

($ in thousands)	September 30, 2020			September 30, 2019
Term note payable to Truist Bank, secured and bearing interest at 2.40% at September 30, 2020. The note requires quarterly principal payments commencing on March 31, 2021 and maturing with a full repayment on July 22, 2025	$	80,000		$	-
Multi-draw term note payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, secured and bearing interest at 10.0% at September 30, 2019. The note was repaid in full		-			58,000
Revolving note payable for an amount up to $30.0 million to Truist Bank		-			-
Revolving note payable for an amount up to $30.0 million to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC		-			-
Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.9% per annum. The note requires monthly installment payments of principal and interest ranging from $100 to $5,600 through August 2025		2,454			2,371
Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5% per annum. The note requires monthly interest payments, with a balloon payment of principal due on February 1, 2022		2,164			2,164
Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on February 1, 2022		1,920			1,920
Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note requires annual interest payments, with a balloon payment of principal due on March 1, 2021		1,500			1,500
Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2021		1,271			1,271
Note payable to Bosun’s Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021		1,227			1,227
Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021		1,000			1,000
Note payable to Rambo Marine, Inc., unsecured and bearing interest at 7.5% per annum. The note was repaid in full		-			3,133
Note payable to Marina Mikes, LLC, unsecured and bearing interest at 5.0% per annum. The note was repaid in full		-			2,125
Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., unsecured and bearing interest at 6.0% per annum. The note was repaid in full		-			1,400
Note payable to Texas Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note was repaid in full		-			815
Total debt outstanding		91,536			76,926
Less current portion (net of current debt issuance costs)		(7,419	)		(11,124	)
Less unamortized portion of debt issuance costs		(2,140	)		(1,013	)
Long-term debt, net of current portion of unamortized debt issuance costs	$	81,977		$	64,789

Principal Repayments of Long-term Debt

Principal repayment requirements of long-term debt at September 30, 2020 are as follows (in thousands):

Year Ending September 30,	Amount
2021	$	7,949
2022		10,546
2023		6,700
2024		8,752
2025		57,589
Total principal payments	$	91,536

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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Stockholders' and Members' Equity [Abstract]

Stockholders' and Members' Equity (Tables)

12 Months Ended

Sep. 30, 2020

Summary of Restricted Stock Units Activity

The following table further summarizes activity related to restricted stock units for the period from the Offering to September 30, 2020:

	Restricted Stock Unit Awards
	Number of Shares		Weighted Average Grant Date Fair Value ($)
Issued on February 11, 2020		44,666	$	14.61
Awarded		256,977		15.98
Vested		-		-
Forfeited		-		-
Unvested at September 30, 2020		301,643	$	15.78

Calculation of Earnings per share

The following table sets forth the calculation of earnings per share for the year ended September 30, 2020 (in thousands, except per share data):

Earnings per share:	Year Ended September 30, 2020
Numerator:
Net income attributable to OneWater Inc	$	17,425

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share		6,243
Effect of dilutive securities:
Restricted stock units		44
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share		6,287

Earnings per share of Class A common stock – basic	$	2.79
Earnings per share of Class A common stock – diluted	$	2.77

Antidilutive Securities Excluded From Calculation

	Year Ended September 30, 2020
Class B common stock		8,324
Restricted stock units		220
		8,544

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2020

Income Taxes [Abstract]

Components of Income Tax Expense

The components of income tax expense are:

($ in thousands)	Year Ended September 30, 2020
Current:
Federal	$	4,384
State		1,436
		5,820
Deferred:
Federal		395
State		114
		509
Income tax expense	$	6,329

Reconciliation of Effective Income Tax Rate

A reconciliation of the United States statutory income tax rate to the Company’s effective income tax rate is as follows:

	For the Years Ended September 30,
	2020			2019			2018
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
Income attributable to non-controlling interests and nontaxable income		(12.4	)		(21.0	)		(21.0	)
State income taxes, net of federal benefit		2.3			-			-
Other		0.6			-			-
Effective income tax rate		11.5	%		-	%		-	%

Deferred Tax Assets and Liabilities

Details of the Company’s deferred tax assets and liabilities are as follows:

($ in thousands)	September 30, 2020
Deferred tax assets:
Investment in partnerships	$	9,063
Tax receivable agreement		3,791
Total		12,854
Valuation allowance		-
Total deferred tax assets		12,854
Total deferred tax liabilities		-
Deferred tax assets, net	$	12,854

Contingencies and Commitments (Tables)

12 Months Ended

Sep. 30, 2020

Contingencies and Commitments [Abstract]

Future Minimum Lease Payments Under The Noncancelable Leases

Future minimum lease payments under these noncancelable leases as of September 30, 2020, are summarized as follows:

Year Ending September 30,	Amount (in thousands)
2021	$	10,195
2022		9,357
2023		8,851
2024		8,677
2025		8,421
Thereafter		48,983
Total minimum lease payments	$	94,484

Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Sep. 30, 2020

Quarterly Financial Data (Unaudited) [Abstract]

Quarterly Financial Data (Unaudited)

	Three Months Ended
(in thousands, except per share amounts)	December 31,			March 31,			June 30,		September 30,
2020
Revenue	$	153,698		$	189,963		$	408,273	$	271,036
Gross profit		32,189			44,584			94,685		64,066
Income from operations (1)		2,552			8,722			50,678		16,517
Net (loss) income		(1,067	)		2,979			40,622		5,974
Net income attributable to OneWater Marine Inc		-			1,085			14,367		1,973
Earnings per share of Class A common stock – basic (2)		-		$	0.18		$	2.36	$	0.30
Earnings per share of Class A common stock – diluted (2)		-		$	0.18		$	2.36	$	0.30

2019
Revenue	$	103,278		$	180,771		$	274,824	$	208,751
Gross profit		23,319			39,725			62,731		46,351
Income from operations (1)		785			12,803			26,927		12,777
Net income (loss)		2,510			(2,951	)		32,680		5,024
Net income attributable to OneWater Marine Inc		-			-			-		-
Earnings per share of Class A common stock – basic (2)		-			-			-		-
Earnings per share of Class A common stock – diluted (2)		-			-			-		-

(1)

Transaction costs reported as other expenses for the three months ended December 31, 2019 and 2018 have been reclassified as operating expenses to conform to the presentation of the other quarters.

(2)

Description of Company and Basis of Presentation (Details) $ / shares in Units, $ in Thousands				12 Months Ended
	Sep. 29, 2020 shares	Sep. 22, 2020 USD ($) $ / shares shares	Feb. 11, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) Store State Brand $ / shares shares	Sep. 30, 2019 USD ($) $ / shares shares	Sep. 30, 2018 USD ($)
Description of the Business [Abstract]
Number of stores operating \| Store				61
Number of states in which stores operating \| State				10
Number of top brands \| Brand				10
Public Offering [Abstract]
Proceeds from initial public offering \| $				$ 59,234	$ 0	$ 0
Payment in exchange for surrender of preferred distribution right \| $			$ 3,200
Organizational Transactions [Abstract]
Common stock, conversion basis				one-for-one
Preferred stock, shares authorized (in shares)				1,000,000	1,000,000
Preferred stock, par value (in dollars per share) \| $ / shares				$ 0.01	$ 0.01
OneWater LLC [Member]
Principles of Consolidation [Abstract]
Ownership interest				69.40%
Legacy Owners [Member]
Public Offering [Abstract]
Payment in exchange for surrender of preferred distribution right \| $			$ 3,200
Common Class A [Member]
Public Offering [Abstract]
Common stock, par value (in dollars per share) \| $ / shares				$ 0.01	$ 0.01
Common stock, shares issued (in shares)				10,391,661	0
Organizational Transactions [Abstract]
Common stock, shares authorized (in shares)				40,000,000	40,000,000
Common stock, par value (in dollars per share) \| $ / shares				$ 0.01	$ 0.01
Conversion of stock, shares converted (in shares)				1
Total number of shares reserved for issuance (in shares)			1,385,799	1,385,799
Common Class A [Member] \| Legacy Owners [Member]
Organizational Transactions [Abstract]
Number of shares issued for each unit redeemed (in shares)				780,213
Common Class B [Member]
Public Offering [Abstract]
Common stock, par value (in dollars per share) \| $ / shares				$ 0.01	$ 0.01
Common stock, shares issued (in shares)				4,583,637	0
Organizational Transactions [Abstract]
Common stock, shares authorized (in shares)				10,000,000	10,000,000
Common stock, par value (in dollars per share) \| $ / shares				$ 0.01	$ 0.01
Conversion of stock, shares converted (in shares)				1
Initial Public Offering [Member] \| Common Class A [Member]
Public Offering [Abstract]
Number of shares issued (in shares)			5,307,693
Common stock, par value (in dollars per share) \| $ / shares			$ 0.01
Number of shares issued on exercise of options (in shares)			692,308
Share price (in dollars per share) \| $ / shares			$ 12.00
Proceeds from initial public offering \| $			$ 59,200
Organizational Transactions [Abstract]
Common stock, par value (in dollars per share) \| $ / shares			$ 0.01
September Offering [Member] \| Common Class A [Member]
Public Offering [Abstract]
Number of shares issued (in shares)		3,170,868
Share price (in dollars per share) \| $ / shares		$ 20.00
Proceeds from initial public offering \| $		$ 8,100
Stock sold (in shares)	475,630	425,000
Common stock, shares issued (in shares)		2,745,868
Period granted to underwriters	30 days	30 days
Number of additional shares intent to purchase by underwriters (in shares)	387,458	475,630
Sales Revenue [Member]
Description of the Business [Abstract]
Concentration risk percentage				41.10%	40.40%	40.00%
Sales Revenue [Member] \| Malibu Boats, Inc [Member]
Description of the Business [Abstract]
Concentration risk percentage				16.20%	15.90%	13.40%

Summary of Significant Accounting Policies (Details) $ / shares in Units, $ in Thousands	12 Months Ended
	Sep. 30, 2020 USD ($) Segment $ / shares	Sep. 30, 2019 USD ($) Segment	Sep. 30, 2018 USD ($)
Cash [Abstract]
Cash deposit	$ 250	$ 250
Deferred Offering Costs [Abstract]
Deferred offering costs	0	2,600
Property and Equipment [Abstract]
Impairment of property and equipment	0	0	$ 0
Lease Commitments [Abstract]
Rent expense	12,400	10,100	8,000
Goodwill and Other Identifiable Intangible Assets [Abstract]
Impairment of goodwill	0	0	0
Impairment of Identifiable Intangible assets	0	0	0
Contract Liability [Abstract]
Beginning contract liability	4,880
Revenue recognized from contract liabilities included in the beginning balance	(4,880)
Increases due to cash received, net of amounts recognized in revenue during the period	17,280
Ending contract liability	17,280	4,880
Contract Asset [Abstract]
Contract asset	1,500
Increase to net income from new revenue recognition standard	$ 900
Increase to basic EPS from new revenue recognition standard (in dollars per share) \| $ / shares	$ 0.14
Increase to diluted EPS from new revenue recognition standard (in dollars per share) \| $ / shares	$ 0.14
Advertising Costs [Abstract]
Advertising cost	$ 5,400	7,000	4,800
Net of related co-op assistance	$ 700	$ 900	$ 800
Segment Reporting [Abstract]
Number of operating segments \| Segment	1	1
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	100.00%
Transferred at Point in Time [Member]
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	97.00%
Transferred over Time [Member]
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	3.00%
Company Vehicles [Member]
Property and Equipment [Abstract]
Estimated useful lives of assets	5 years
Buildings and Improvements [Member] \| Minimum [Member]
Property and Equipment [Abstract]
Estimated useful lives of assets	10 years
Buildings and Improvements [Member] \| Maximum [Member]
Property and Equipment [Abstract]
Estimated useful lives of assets	39 years
Leasehold Improvements [Member]
Property and Equipment [Abstract]
Estimated useful lives of assets	15 years
Machinery and Equipment [Member] \| Minimum [Member]
Property and Equipment [Abstract]
Estimated useful lives of assets	5 years
Machinery and Equipment [Member] \| Maximum [Member]
Property and Equipment [Abstract]
Estimated useful lives of assets	7 years
Office Equipment [Member] \| Minimum [Member]
Property and Equipment [Abstract]
Estimated useful lives of assets	5 years
Office Equipment [Member] \| Maximum [Member]
Property and Equipment [Abstract]
Estimated useful lives of assets	7 years

Acquisitions (Details) $ in Thousands	3 Months Ended								12 Months Ended
Acquisitions (Details) $ in Thousands	Sep. 30, 2020 USD ($) Store	Jun. 30, 2020 USD ($)	Mar. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Jun. 30, 2019 USD ($)	Mar. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Sep. 30, 2020 USD ($) Store Acquisition	Sep. 30, 2019 USD ($)	Sep. 30, 2018 USD ($)	Aug. 01, 2019 Store	May 01, 2019 Store	Feb. 01, 2019 Store	Dec. 01, 2018 Store	Jun. 01, 2018 Store	Mar. 31, 2018 Store	Feb. 01, 2018 Store
Acquisition [Abstract]
Number of acquisitions completed \| Acquisition									0
Number of stores \| Store	61								61
Revenue	$ 271,036	$ 408,273	$ 189,963	$ 153,698	$ 208,751	$ 274,824	$ 180,771	$ 103,278	$ 1,022,970
Net income	$ 1,973	$ 14,367	$ 1,085	$ 0	0	$ 0	$ 0	$ 0	17,425
Costs related to acquisition									3,648	$ 1,323
Payment of contingent consideration									$ 1,456	0	$ 0
Slalom Shop [Member]
Acquisition [Abstract]
Number of stores \| Store															2
Ocean Blue [Member]
Acquisition [Abstract]
Number of stores \| Store														3
Ray Clepper [Member]
Acquisition [Abstract]
Number of stores \| Store														1
Caribee [Member]
Acquisition [Abstract]
Number of stores \| Store													1
Central Marine [Member]
Acquisition [Abstract]
Number of stores \| Store												3
Slalom Shop, Ocean Blue, Ray Clepper, Caribee and Central Marine [Member]
Acquisition [Abstract]
Total purchase price					$ 48,641					48,641
Cash paid for acquisition										19,400
Slalom Shop, Ocean Blue, Ray Clepper, Caribee and Central Marine [Member] \| Long-term Debt [Member]
Acquisition [Abstract]
Note payable to seller										29,200
Retail Boat Dealer Groups [Member]
Acquisition [Abstract]
Revenue										62,000	68,400
Net income										$ 4,000	6,100
Texas Marine [Member]
Acquisition [Abstract]
Number of stores \| Store																		3
Spend-A- Day [Member]
Acquisition [Abstract]
Number of stores \| Store																	2
Bosun [Member]
Acquisition [Abstract]
Number of stores \| Store																4
Texas Marine, Spend-A-Day Marina and Bosun's [Member]
Acquisition [Abstract]
Total purchase price											31,000
Cash paid for acquisition											13,800
Costs related to acquisition											438
Payment of contingent consideration											2,600
Amount of investment purchase price											2,500
Texas Marine, Spend-A-Day Marina and Bosun's [Member] \| Long-term Debt [Member]
Acquisition [Abstract]
Note payable to seller											$ 12,000

Acquisitions, Allocation of Purchase Price (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed [Abstract]
Goodwill	$ 113,059	$ 113,059	$ 96,180
Slalom Shop, Ocean Blue, Ray Clepper, Caribee and Central Marine [Member]
Allocation of Purchase Price Consideration to Assets Acquired and Liabilities Assumed [Abstract]
Prepaid expenses		249
Accounts receivable		2,062
Inventory		54,023
Property and equipment		7,045
Identifiable intangible assets		13,572
Goodwill		16,879
Liabilities assumed		(45,189)
Total purchase price		$ 48,641

Acquisitions, Unaudited Pro forma Results of Operations (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2019	Sep. 30, 2018
Business Acquisition, Pro Forma Information [Abstract]
Pro forma revenues	$ 827,488	$ 765,992
Pro forma net income	$ 39,899	$ 8,910

Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019
Accounts Receivable [Abstract]
Finance contracts maximum funding period	30 days
Total accounts receivable	$ 18,614	$ 15,294
Less - allowance for doubtful accounts	(135)	0
Total accounts receivable, net	18,479	15,294
Contracts in Transit [Member]
Accounts Receivable [Abstract]
Total accounts receivable	13,532	8,453
Trade and Other Accounts Receivable [Member]
Accounts Receivable [Abstract]
Total accounts receivable	1,023	1,544
Manufacturer Receivable [Member]
Accounts Receivable [Abstract]
Total accounts receivable	$ 4,059	$ 5,297

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019
Component of Inventory [Abstract]
Inventories	$ 150,124	$ 277,338
New Vessels [Member]
Component of Inventory [Abstract]
Inventories	120,012	234,312
Pre-owned Vessels [Member]
Component of Inventory [Abstract]
Inventories	21,262	33,729
Work in Process, Parts and Accessories [Member]
Component of Inventory [Abstract]
Inventories	$ 8,850	$ 9,297

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Property, Plant and Equipment, Net, by Type [Abstract]
Total property and equipment	$ 26,908	$ 21,275
Less accumulated depreciation	(8,466)	(5,321)
Total property and equipment, net	18,442	15,954
Depreciation and amortization expense	3,249	2,682	$ 1,685
Land [Member]
Property, Plant and Equipment, Net, by Type [Abstract]
Total property and equipment	417	1,066
Buildings and Improvements [Member]
Property, Plant and Equipment, Net, by Type [Abstract]
Total property and equipment	1,052	336
Leasehold Improvements [Member]
Property, Plant and Equipment, Net, by Type [Abstract]
Total property and equipment	6,609	5,197
Machinery and Equipment [Member]
Property, Plant and Equipment, Net, by Type [Abstract]
Total property and equipment	5,910	4,743
Office Equipment [Member]
Property, Plant and Equipment, Net, by Type [Abstract]
Total property and equipment	6,133	3,795
Company Vehicles [Member]
Property, Plant and Equipment, Net, by Type [Abstract]
Total property and equipment	5,496	4,537
Construction in Progress [Member]
Property, Plant and Equipment, Net, by Type [Abstract]
Total property and equipment	$ 1,291	$ 1,601

Goodwill and Other Identifiable Intangible Assets (Details) $ in Thousands	12 Months Ended
	Sep. 30, 2020 USD ($) Acquisition	Sep. 30, 2019 USD ($)
Goodwill and Other Identifiable Intangible Assets [Abstract]
Number of acquisitions \| Acquisition	0
Goodwill [Abstract]
Balance	$ 113,059	$ 96,180
Goodwill acquisitions/divestitures during the year	0	16,879
Balance	113,059	113,059
Identifiable Intangible Assets [Abstract]
Balance	61,304	47,732
Identifiable intangible assets acquisitions/divestitures during the year	0	13,572
Balance	$ 61,304	$ 61,304

Other Payables and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019
Other Payables And Accrued Expenses [Abstract]
Payroll accrual	$ 10,691	$ 3,999
Sales taxes payable	3,101	1,870
Other payables and accrued expenses	4,644	4,784
Acquisition contingent consideration	5,520	0
Accrued interest	265	5,914
Total other payables and accrued expenses	$ 24,221	$ 16,567

Notes Payable - Floor Plan (Details) - Inventory Financing Facility [Member] - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Line of Credit Facility [Abstract]
Outstanding balance of facility	$ 124.0	$ 225.4
Maximum borrowing capacity	392.5	292.5
Credit facility, available borrowing capacity	$ 268.5	$ 67.1
New Inventory [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	2.90%	4.77%
New Inventory [Member] \| Maximum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	5.15%	7.02%
Pre-owned Inventory [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	3.15%	5.02%
Pre-owned Inventory [Member] \| Maximum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	5.40%	7.27%
LIBOR [Member]
Line of Credit Facility [Abstract]
Debt instrument, term of variable rate	1 month
LIBOR [Member] \| New Boats [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	2.75%
LIBOR [Member] \| New Boats [Member] \| Maximum [Member]
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	5.00%
Boat Rate [Member] \| New Boats [Member]
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	0.25%
Wells Fargo [Member]
Line of Credit Facility [Abstract]
Percentage of finance provided of vendor invoice price	100.00%

Long-term Debt and Line of Credit (Details) - USD ($)			12 Months Ended
Long-term Debt and Line of Credit (Details) - USD ($)	Jul. 22, 2020	Feb. 11, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018	Feb. 10, 2020	May 01, 2019	Feb. 01, 2018	Oct. 28, 2016
Long-term Debt and Line of Credit [Abstract]
Debt issuance costs			$ 400,000	$ 300,000	$ 200,000
Long-term debt, gross			91,536,000	76,926,000
Less current portion (net of current debt issuance costs)			(7,419,000)	(11,124,000)
Less unamortized portion of debt issuance costs			(2,140,000)	(1,013,000)
Long-term debt, net of current portion and unamortized debt issuance costs			$ 81,977,000	64,789,000
Term Note Payable to Truist Bank, Secured and Bearing Interest at 2.40% at September 30, 2020. The Note Requires Quarterly Principal Payments Commencing on March 31, 2021 and Maturing with a Full Repayment on July 22, 2025 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Jul. 22, 2025
Interest rate			2.40%
Long-term debt, gross			$ 80,000,000	0
Multi-draw Term Note Payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, Secured and Bearing Interest at 10.0% at September 30, 2019. The Note was Repaid in Full [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Feb. 11, 2025
Face amount of debt		$ 100,000,000				$ 60,000,000
Interest rate			10.00%
Proceeds from term loan		35,300,000
Long-term debt, gross			$ 0	58,000,000
Multi-draw Term Note Payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, Secured and Bearing Interest at 10.0% at September 30, 2019. The Note was Repaid in Full [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Accordion feature, amount		$ 20,000,000
Multi Draw Term Note Payable Secured Debt Due October Twenty Eight Two Thousand Twenty One [Member]
Long-term Debt and Line of Credit [Abstract]
Percentage of unused line fee									0.50%
Maturity date			Oct. 28, 2021
Face amount of debt							$ 60,000,000	$ 50,000,000	$ 20,000,000
Interest rate									10.00%
Frequency of periodic payment			Quarterly
Quarterly principal payments of aggregate principal balance									5.00%
Revolving Note Payable for an Amount up to $30.0 million to Truist Bank [Member]
Long-term Debt and Line of Credit [Abstract]
Line of credit maximum borrowing capacity			$ 30,000,000
Long-term debt, gross			0	0
Revolving Note Payable for an Amount up to $30.0 million to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC [Member]
Long-term Debt and Line of Credit [Abstract]
Line of credit maximum borrowing capacity			30,000,000
Long-term debt, gross			$ 0	0
Note payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging from 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 through August 2025 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Aug. 31, 2025
Frequency of periodic payment			Monthly
Long-term debt, gross			$ 2,454,000	2,371,000
Note payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging from 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 through August 2025 [Member] \| Minimum [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate			0.00%
Monthly installment payment amount			$ 100,000
Note payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging from 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 through August 2025 [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate			8.90%
Monthly installment payment amount			$ 5,600,000
Note payable to Central Marine Services, Inc., Unsecured and Bearing Interest at 5.5% Per Annum. The Note Requires Monthly Interest Payments, with a Balloon Payment of Principal due on February 1, 2022 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Feb. 01, 2022
Interest rate			5.50%
Long-term debt, gross			$ 2,164,000	2,164,000
Note payable to Ocean Blue Yacht Sales, Unsecured and Bearing Interest at 5.0% Per annum. The note Requires Quarterly Interest Payments, with a Balloon Payment of Principal Due on February 1, 2022 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Feb. 01, 2022
Interest rate			5.00%
Long-term debt, gross			$ 1,920,000	1,920,000
Note Payable to Lab Marine, Inc., Unsecured and Bearing Interest at 6.0% Per Annum. The Note Requires Annual Interest Payments, with a Balloon Payment of Principal Due on March 1, 2021 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Mar. 01, 2021
Interest rate			6.00%
Long-term debt, gross			$ 1,500,000	1,500,000
Note Payable to Slalom Shop, LLC, Unsecured and Bearing Interest at 5.0% Per Annum. The Note Requires Quarterly Interest Payments, with a Balloon Payment of Principal Due on December 1, 2021 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Dec. 01, 2021
Interest rate			5.00%
Long-term debt, gross			$ 1,271,000	1,271,000
Note Payable to Bosun's Marine, Inc., Unsecured and Bearing Interest at 4.5% Per Annum. The Note Requires Annual Interest Payments with a Balloon Payment Due on June 1, 2021 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Jun. 01, 2021
Interest rate			4.50%
Long-term debt, gross			$ 1,227,000	1,227,000
Note Payable to Rebo, Inc., Unsecured and Bearing Interest at 5.5% Per Annum. The Note Requires Annual Interest Payments with a Balloon Payment Due on April 1, 2021 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date			Apr. 01, 2021
Interest rate			5.50%
Long-term debt, gross			$ 1,000,000	1,000,000
Note payable to Rambo Marine, Inc., Unsecured and Bearing Interest at 7.5% Per Annum. The Note was Repaid in Full [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate			7.50%
Long-term debt, gross			$ 0	3,133,000
Note payable to Marina Mikes, LLC, Unsecured and Bearing Interest at 5.0% Per Annum. The Note was Repaid in Full [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate			5.00%
Long-term debt, gross			$ 0	2,125,000
Note payable to Sunrise Marine, Inc. and Sunrise Marine of Alabama, Inc., Unsecured and Bearing Interest at 6.0% Per Annum. The Note was Repaid in Full [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate			6.00%
Long-term debt, gross			$ 0	1,400,000
Note payable to Texas Marine, Inc., Unsecured and Bearing Interest at 4.5% Per Annum. The Note was Repaid in Full [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate			4.50%
Long-term debt, gross			$ 0	$ 815,000
LIBOR [Member] \| Multi-draw Term Note Payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, Secured and Bearing Interest at 10.0% at September 30, 2019. The Note was Repaid in Full [Member] \| Minimum [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate		1.50%
Increase in interest rate		2.00%
LIBOR [Member] \| Multi-draw Term Note Payable to Goldman Sachs Specialty Lending Group, L.P. and OWM BIP Investor, LLC, Secured and Bearing Interest at 10.0% at September 30, 2019. The Note was Repaid in Full [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Debt instrument, variable interest rate		7.00%
Term and Revolver Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Repayment of debt	$ 104,800,000
Termination fee	4,200,000
Debt issuance costs	1,900,000
Minimum consolidated liquidity		$ 1,000,000
Revolving Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Line of credit maximum borrowing capacity		$ 10,000,000				$ 5,000,000			$ 5,000,000
Maturity date			Feb. 11, 2025
Interest rate									10.00%
Revolving Credit Facility [Member] \| LIBOR [Member] \| Minimum [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate		1.50%
Increase in interest rate		2.00%
Revolving Credit Facility [Member] \| LIBOR [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Debt instrument, variable interest rate		7.00%
Credit Agreement [Member]
Long-term Debt and Line of Credit [Abstract]
Credit facility accordion feature amount	$ 50,000,000
Credit Agreement [Member] \| LIBOR [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Debt instrument, variable interest rate	3.00%
Credit Agreement [Member] \| Swingline Loans [Member]
Long-term Debt and Line of Credit [Abstract]
Line of credit maximum borrowing capacity	$ 5,000,000
Credit Agreement [Member] \| Term Loan [Member]
Long-term Debt and Line of Credit [Abstract]
Line of credit maximum borrowing capacity	80,000,000
Credit Agreement [Member] \| Term and Revolver Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Repayment of debt	80,000,000
Credit Agreement [Member] \| Term and Revolver Credit Facility [Member] \| Cash [Member]
Long-term Debt and Line of Credit [Abstract]
Repayment of debt	30,900,000
Credit Agreement [Member] \| Revolving Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Line of credit maximum borrowing capacity	$ 30,000,000
Maturity date			Jul. 22, 2025
Credit Agreement [Member] \| Revolving Credit Facility [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Percentage of unused line fee	0.40%
Credit Agreement [Member] \| Letter of Credit [Member]
Long-term Debt and Line of Credit [Abstract]
Line of credit maximum borrowing capacity	$ 5,000,000

Long-term Debt and Line of Credit, Principal Repayments of Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Long-term Debt, Principal Repayment [Abstract]
2021	$ 7,949
2022	10,546
2023	6,700
2024	8,752
2025	57,589
Long-term debt, gross	91,536	$ 76,926
Debt issuance costs, capitalized loan costs	3,900	200
Unamortized debt issuance costs	(2,140)	(1,013)
Debt issuance costs, accumulated amortization	100	700
Debt issuance costs, amortization	400	$ 300	$ 200
Letters of credit outstanding amount	$ 0

Stockholders' and Members' Equity, Equity-Based Compensation (Details) $ / shares in Units, $ in Millions		8 Months Ended	12 Months Ended
	Feb. 11, 2020 $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) Intallment $ / shares shares
Equity-Based Compensation [Abstract]
Percentage of expected performance targets to be achieved target award		175.00%	175.00%
Expense related to performance award \| $			$ 0.5
Class A Common Stock [Member]
Equity-Based Compensation [Abstract]
Total number of shares reserved for issuance (in shares)	1,385,799	1,385,799	1,385,799
Class B Common Stock [Member] \| Members of Executive Management [Member]
Equity-Based Compensation [Abstract]
Number of shares issued (in shares)	32,754
Class B Common Stock [Member] \| Members of Executive Management [Member] \| Minimum [Member]
Equity-Based Compensation [Abstract]
Award vesting period			3 years
Class B Common Stock [Member] \| Members of Executive Management [Member] \| Maximum [Member]
Equity-Based Compensation [Abstract]
Award vesting period			5 years
Restricted Stock Units (RSUs) [Member]
Equity-Based Compensation [Abstract]
Number of equal annual installments for vesting \| Intallment			4
Number of Shares [Abstract]
Beginning balance (in shares)		44,666
Awarded (in shares)		256,977	100,000
Vested (in shares)		0
Forfeited (in shares)		0
Ending balance (in shares)	44,666	301,643	301,643
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share) \| $ / shares		$ 14.61
Awarded (in dollars per share) \| $ / shares		15.98
Vested (in dollars per share) \| $ / shares		0
Forfeited (in dollars per share) \| $ / shares		0
Ending balance (in dollars per share) \| $ / shares	$ 14.61	$ 15.78	$ 15.78
Compensation expense \| $			$ 1.6
Unrecognized compensation expense \| $		$ 3.2	$ 3.2
Weighted-average period of recognition			1 year 7 months 6 days
Restricted Stock Units (RSUs) [Member] \| Board of Directors [Member]
Equity-Based Compensation [Abstract]
Number of equal annual installments for vesting \| Intallment			4
Number of Shares [Abstract]
Awarded (in shares)			139,727
Vested (in shares)			39,727
Restricted Stock Units (RSUs) [Member] \| Messrs Singleton [Member]
Number of Shares [Abstract]
Awarded (in shares)	17,333
Restricted Stock Units (RSUs) [Member] \| Messrs Aisquith [Member]
Number of Shares [Abstract]
Awarded (in shares)	17,333
Restricted Stock Units (RSUs) [Member] \| Mr. Ezzell [Member]
Number of Shares [Abstract]
Awarded (in shares)	10,000
Performance Share Unit [Member]
Equity-Based Compensation [Abstract]
Number of equal annual installments for vesting \| Intallment			4
Percentage of target award granted			100.00%
Number of shares of common stock consisted in each unit (in shares)			1
Award vesting period			4 years
Number of Shares [Abstract]
Awarded (in shares)			67,000
Performance Share Unit [Member] \| Minimum [Member]
Equity-Based Compensation [Abstract]
Percentage of actual number of unit earned			0.00%
Performance Share Unit [Member] \| Maximum [Member]
Equity-Based Compensation [Abstract]
Percentage of actual number of unit earned			175.00%

Stockholders' and Members' Equity, Investor Voting Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands		12 Months Ended
	Oct. 28, 2016	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Investor Voting Warrants [Abstract]
Warrant liability		$ 0	$ 50,887
Recognized (income) expense		$ (800)	$ (1,300)	$ 33,200
Goldman and Beekman [Member]
Investor Voting Warrants [Abstract]
Number of shares issued (in shares)			2,148,806
Investor Voting Warrants [Member]
Investor Voting Warrants [Abstract]
Common unit warrants issued (in shares)	25,000
Common unit warrants in exchange price	$ 1,000
Common unit warrants term (in years)	10 years
Common units redemption term (in years)	5 years
Warrants exercise price per unit (in dollars per share)	$ 0.0001

Stockholders' and Members' Equity, OneWater LLC Preferred Distribution (Details) - USD ($)		12 Months Ended
	Feb. 11, 2020	Sep. 30, 2019
Preferred Distribution [Abstract]
Payment in exchange for surrender of preferred distribution right	$ 3,200,000
Preferred Distribution [Member]
Preferred Distribution [Abstract]
Unpaid balance		$ 3,200,000
Preferred distribution cumulative interest accrual rate		5.00%
Unpaid amount of cumulative interest		$ 0

Stockholders' and Members' Equity, Non-Controlling Interest (Details)	12 Months Ended
	Sep. 30, 2020 shares
Bosun's Assets and Operations [Member]
Noncontrolling Interest [Abstract]
Number of shares issued (in shares)	290,466
Percentage of ownership interest surrendered	25.00%
South Shore Assets and Operations [Member]
Noncontrolling Interest [Abstract]
Number of shares issued (in shares)	306,199
Percentage of ownership interest surrendered	25.00%
OneWater LLC [Member]
Noncontrolling Interest [Abstract]
Ownership interest of parent	69.40%
Ownership interest percentage	30.60%

Stockholders' and Members' Equity, Earnings Per Share (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Sep. 30, 2020

Feb. 10, 2020

Numerator [Abstract]

Net income attributable to OneWater Inc

$ 1,973

$ 14,367

$ 1,085

$ 0

$ 17,425

Denominator [Abstract]

Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share (in shares)

6,243,000

Effect of dilutive securities:

Restricted stock units (in shares)

44,000

Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share (in shares)

6,287,000

Earnings per share of Class A common stock - basic (in dollars per share)

$ 0.30

^[1]

$ 2.36

^[1]

$ 0.18

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 2.79

Earnings per share of Class A common stock - diluted (in dollars per share)

$ 0.30

^[1]

$ 2.36

^[1]

$ 0.18

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 0

^[1]

$ 2.77

Antidilutive Securities [Abstract]

Antidilutive securities excluded from computation of diluted weighted average shares (in shares)

8,544,000

Restricted Stock Units [Member]

Antidilutive Securities [Abstract]

Antidilutive securities excluded from computation of diluted weighted average shares (in shares)

220,000

Common Class A [Member]

Per Share Data [Abstract]

Common stock, shares outstanding (in shares)

10,391,661

Denominator [Abstract]

Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share (in shares)

^[2]

6,243,000

Effect of dilutive securities:

Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share (in shares)

^[2]

6,287,000

Earnings per share of Class A common stock - basic (in dollars per share)

^[2]

$ 2.79

Earnings per share of Class A common stock - diluted (in dollars per share)

^[2]

$ 2.77

Common Class B [Member]

Per Share Data [Abstract]

Common stock, shares outstanding (in shares)

4,583,637

Antidilutive Securities [Abstract]

Antidilutive securities excluded from computation of diluted weighted average shares (in shares)

8,324,000

[1]	Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through September 30, 2020, the period following the Organizational Transactions and Offering. See Note 1.
[2]	Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through September 30, 2020, the period following the Organizational Transactions (as defined below) and OneWater Marine Inc.'s initial public offering. See Note 1.

Retirement Plan (Details) - USD ($) $ in Millions	12 Months Ended
Retirement Plan (Details) - USD ($) $ in Millions	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Retirement Plan [Abstract]
Minimum age of employee for 401(k) retirement plan	21 years
Matching contributions percentage	50.00%
Percentage of employee salary deferrals	4.00%
Discretionary contributions by employer	$ 0.8	$ 0.6	$ 0.4

Redeemable Preferred Interest in Subsidiary (Details) - USD ($) $ in Thousands		8 Months Ended	12 Months Ended
	Feb. 11, 2020	Sep. 30, 2020	Sep. 30, 2020	Sep. 30, 2016
Redeemable Preferred Interest in Subsidiary [Abstract]
Amount of cash to fully redeem the preferred interest		$ 0
One Water Assets & Operations [Member]
Redeemable Preferred Interest in Subsidiary [Abstract]
Units outstanding (in shares)				100,000
Preferred units outstanding (in shares)				68,000
Preferred interest rate of return			10.00%
Preferred interest redemption period			5 years
Amount of cash to fully redeem the preferred interest	$ 89,200

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Current [Abstract]
Federal	$ 4,384
State	1,436
Total current federal and state income tax expense	5,820
Deferred [Abstract]
Federal	395
State	114
Total deferred federal and state income tax expense	509
Income tax expense	$ 6,329
Effective Income Tax Rate Reconciliation [Abstract]
Statutory federal tax rate	21.00%	21.00%	21.00%
Income attributable to non-controlling interests and nontaxable income	(12.40%)	(21.00%)	(21.00%)
State income taxes, net of federal benefit	2.30%	0.00%	0.00%
Other	0.60%	0.00%	0.00%
Effective income tax rate	11.50%	0.00%	0.00%
Deferred tax assets [Abstract]
Investment in partnerships	$ 9,063
Tax receivable agreement	3,791
Total	12,854
Valuation allowance	0
Total deferred tax assets	12,854
Total deferred tax liabilities	0
Deferred tax assets, net	12,854
Income taxes payable	5,600
Tax receivable agreement liability	$ 15,585	$ 0
Percentage of net cash savings	85.00%

Contingencies and Commitments (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Operating Leases [Abstract]
Rent expense	$ 12,400	$ 10,100	$ 8,000
Future Minimum Lease Payments Under The Noncancelable Leases [Abstract]
2021	10,195
2022	9,357
2023	8,851
2024	8,677
2025	8,421
Thereafter	48,983
Total minimum lease payments	94,484
Sale and Leaseback [Abstract]
Deferred gain on sale and leaseback	1,600	1,700
Loss on sale and leaseback	(1,400)
Proceeds from sales and leaseback	15,600
Acquisition Contingent Consideration [Abstract]
Contingent consideration	$ 5,500
Contingent consideration transaction final payout		$ 1,500

Related Party Transactions (Details) - USD ($) $ in Millions		12 Months Ended
	Aug. 22, 2020	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2018
Related Party Transactions [Abstract]
Due from related parties		$ 0.1	$ 0.1
Chief Executive Officer [Member]
Related Party Transactions [Abstract]
Payments and fees, related party		0.3	0.7	$ 0.5
Affiliated Entities [Member]
Related Party Transactions [Abstract]
Purchase of inventories	$ 0.4	60.8	30.8	34.2
Expenses incurred		2.2	2.1	2.0
Affiliated Entities and Individuals [Member]
Related Party Transactions [Abstract]
Fees received for goods and services		4.1	2.9	2.1
Payments and fees, related party		$ 0.5	$ 1.0	$ 1.0

Quarterly Financial Data (Unaudited) (Details) - USD ($)
$ / shares in Units, $ in Thousands

3 Months Ended

4 Months Ended

8 Months Ended

12 Months Ended

Sep. 30, 2020

Jun. 30, 2020

Mar. 31, 2020

Dec. 31, 2019

Sep. 30, 2019

Jun. 30, 2019

Mar. 31, 2019

Dec. 31, 2018

Feb. 11, 2020

Sep. 30, 2020

Sep. 30, 2019

Sep. 30, 2018

Quarterly Financial Data (Unaudited) [Abstract]

Revenue

$ 271,036

$ 408,273

$ 189,963

$ 153,698

$ 208,751

$ 274,824

$ 180,771

$ 103,278

$ 1,022,970

Gross profit

64,066

94,685

44,584

32,189

46,351

62,731

39,725

23,319

Income from operations

16,517

^[1]

50,678

^[1]

8,722

^[1]

2,552

^[1]

12,777

^[1]

26,927

^[1]

12,803

^[1]

785

^[1]

78,469

Net (loss) income

5,974

40,622

2,979

(1,067)

5,024

32,680

(2,951)

2,510

$ (1,044)

$ 49,552

48,508

$ 37,263

$ 1,946

Net income attributable to OneWater Marine Inc

$ 1,973

$ 14,367

$ 1,085

$ 0

$ 17,425

Earnings per share of Class A common stock - basic (in dollars per share)

$ 0.30

^[2]

$ 2.36

^[2]

$ 0.18

^[2]

$ 0

^[2]

$ 0

^[2]

$ 0

^[2]

$ 0

^[2]

$ 0

^[2]

$ 2.79

Earnings per share of Class A common stock - diluted (in dollars per share)

$ 0.30

^[2]

$ 2.36

^[2]

$ 0.18

^[2]

$ 0

^[2]

$ 0

^[2]

$ 0

^[2]

$ 0

^[2]

$ 0

^[2]

$ 2.77

[1]	Transaction costs reported as other expenses for the three months ended December 31, 2019 and 2018 have been reclassified as operating expenses to conform to the presentation of the other quarters.
[2]	Represents earnings per share of Class A common stock and weighted-average shares of Class A common stock outstanding for the period from February 11, 2020 through September 30, 2020, the period following the Organizational Transactions and Offering. See Note 1.

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22583-107794

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 11
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=109234566&loc=d3e22694-107794

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=121326447&loc=d3e1448-109256

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
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