0001140361-22-045699 | 10-K | XBRL Viewer

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Notes Payable - Floor Plan (Details) - Inventory Financing Facility [Member] - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Dec. 29, 2021	Sep. 30, 2021
Line of Credit Facility [Abstract]
Maximum borrowing capacity		$ 500.0
Outstanding balance of facility	$ 267.1		$ 114.2
Credit facility, available borrowing capacity	$ 232.9		$ 278.3
New Inventory [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	5.33%		3.08%
New Inventory [Member] \| Maximum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	7.58%		5.33%
Pre-owned Inventory [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	5.58%		3.33%
Pre-owned Inventory [Member] \| Maximum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	7.83%		5.58%
SOFR [Member]
Line of Credit Facility [Abstract]
Debt instrument, term of variable rate	30 days
SOFR [Member] \| New Boats [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	2.75%
SOFR [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%

Summary of Significant Accounting Policies, Goodwill and Other Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Goodwill and Other Identifiable Intangible Assets [Abstract]
Estimated useful lives of assets	10 years
Impairment of goodwill	$ 0	$ 0
Impairment of Identifiable Intangible assets	$ 0	$ 0

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]	Accumulated Other Comprehensive Loss [Member]	Total
Beginning balance at Sep. 30, 2019								$ 86,018
Ending balance at Sep. 30, 2020								0
Beginning balance at Sep. 30, 2019	$ 31,770	$ 0	$ 0	$ 0	$ 0	$ 6,199	$ 0	37,969
Beginning balance (in shares) at Sep. 30, 2019		0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income								48,508
Currency Translation Adjustment								0
Ending balance at Sep. 30, 2020	0	$ 104	$ 46	105,947	16,757	50,433	0	173,287
Ending balance (in shares) at Sep. 30, 2020		10,392	4,583
Increase (Decrease) in Temporary Equity [Roll Forward]
Net (loss) income								0
Distributions to members								0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	0	$ 0	$ 0	0	79,059	37,354	0	116,413
Distributions to members	0	0	0	0	(1,160)	(8,813)	0	(9,973)
Dividends and distributions	0	0	0	0	(20,777)	(7,328)	0	(28,105)
Effect of September Offering, including underwriter exercise of option to purchase shares	0	$ 4	$ (4)	4,146	0	(4,256)	0	(110)
Effect of September Offering, including underwriter exercise of option to purchase shares (in shares)		387	(387)
Exchange of B shares for A shares	0	$ 24	$ (24)	38,485	0	(38,485)	0	0
Exchange of B shares for A shares (in shares)		2,377	(2,377)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	0	$ 0	$ 0	(4,186)	0	0	0	(4,186)
Shares issued upon vesting of equity-based awards, net of tax withholding	0	$ 1	$ 0	(803)	0	0	0	(802)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)		85	0
Shares issued in connection with a business combination	0	$ 0	$ 0	1,495	0	0	0	1,495
Shares issued in connection with a business combination (in shares)		36	0
Adjustment to adopt Topic 842	0	$ 0	$ 0	0	1,073	0	0	1,073
Equity-based compensation	0	0	0	5,741	0	0	0	5,741
Currency Translation Adjustment								0
Ending balance at Sep. 30, 2021	0	$ 133	$ 18	150,825	74,952	28,905	0	254,833
Ending balance (in shares) at Sep. 30, 2021		13,277	1,819
Increase (Decrease) in Temporary Equity [Roll Forward]
Net (loss) income								0
Distributions to members								0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	0	$ 0	$ 0	0	130,944	21,667	0	152,611
Distributions to members	0	0	0	0	(784)	(3,497)	0	(4,281)
Exchange of B shares for A shares	0	$ 4	$ (4)	6,833	0	(6,833)	0	0
Exchange of B shares for A shares (in shares)		389	(389)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	0	$ 0	$ 0	(247)	0	0	0	(247)
Shares issued upon vesting of equity-based awards, net of tax withholding	0	$ 1	$ 0	(1,629)	0	0	0	(1,628)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)		169	0
Shares issued in connection with a business combination	0	$ 4	$ 0	14,623	0	0	0	14,627
Shares issued in connection with a business combination (in shares)		387	0
Non-controlling interest in subsidiary	0	$ 0	$ 0	0	0	19,311		19,311
Equity-based compensation	0	$ 0	0	10,013	0	0	0	10,013
Repurchase and retirement of Class A common stock (in shares)		(10)
Repurchase and retirement of Class A common stock	0	$ 0	0	(122)	(232)	0	0	(354)
Currency Translation Adjustment		0	0	0	0	(1)	(7)	(8)
Ending balance at Sep. 30, 2022	$ 0	$ 142	$ 14	$ 180,296	$ 204,880	$ 59,552	$ (7)	$ 444,877
Ending balance (in shares) at Sep. 30, 2022		14,212	1,430

Inventories (Tables)

12 Months Ended

Sep. 30, 2022

Inventories [Abstract]

Inventories

Inventories consisted of the following at:

($ in thousands)	September 30, 2022		September 30, 2021
New vessels	$	243,090	$	105,625
Pre-owned vessels		51,607		22,906
Parts and accessories, work in process, net		78,262		15,349
Total inventories, net	$	372,959	$	143,880

Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021
Component of Inventory [Abstract]
Inventories, net	$ 372,959	$ 143,880
New Vessels [Member]
Component of Inventory [Abstract]
Inventories, net	243,090	105,625
Pre-owned Vessels [Member]
Component of Inventory [Abstract]
Inventories, net	51,607	22,906
Parts and Accessories, Work in Process, Net [Member]
Component of Inventory [Abstract]
Inventories, net	$ 78,262	$ 15,349

Summary of Significant Accounting Policies, Segment Information (Details)	12 Months Ended
	Sep. 30, 2022 Segment
Segment Reporting [Abstract]
Number of operating segments	2

Accounts Receivable

12 Months Ended

Sep. 30, 2022

Accounts Receivable [Abstract]

Accounts Receivable

5.	Accounts Receivable

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

The allowance for credit losses is estimated based on past collection experience, current conditions and reasonable and supportable forecasts. The annual activity for charges and subsequent recoveries is immaterial.

Accounts receivable consisted of the following:

($ in thousands)	September 30, 2022			September 30, 2021
Trade accounts receivable	$	37,359		$	6,083
Contracts in transit		14,543			16,666
Manufacturer receivable		7,224			5,887
Total accounts receivable		59,126			28,636
Less – allowance for credit losses		(1,166	)		(107	)
Total accounts receivable, net	$	57,960		$	28,529

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, 2022 USD ($) Location Center State Brand $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($)	Dec. 31, 2021
Description of the Business [Abstract]
Number of retail locations \| Location				96
Number of distribution centers \| Center				12
Number of states in which business operating \| State				19
Number of top brands \| Brand				10
Public Offering [Abstract]
Proceeds from initial public offering \| $				$ 0	$ 0	$ 59,234
Principles of Consolidation [Abstract]
Economic interest of quality assets and operations							80.00%
OneWater LLC [Member]
Principles of Consolidation [Abstract]
Ownership interest				90.90%
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)				14,211,621	13,276,538
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)				1,429,940	1,819,112
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
Proceeds from initial public offering \| $			$ 59,200
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
Proceeds from initial public offering \| $		$ 8,100
Stock sold (in shares)		425,000
Common stock, shares issued (in shares)		2,745,868
Period granted to underwriters		30 days
Number of additional shares intent to purchase by underwriters (in shares)	387,458	475,630
Sales Revenue [Member] \| Product Concentration Risk [Member] \| Top Ten Brands [Member]
Description of the Business [Abstract]
Concentration risk percentage				41.80%	42.90%	41.10%
Sales Revenue [Member] \| Product Concentration Risk [Member] \| Malibu Boats, Inc [Member]
Description of the Business [Abstract]
Concentration risk percentage				15.60%	17.00%	17.00%

Accounts Receivable (Tables)

12 Months Ended

Sep. 30, 2022

Accounts Receivable [Abstract]

Accounts Receivable

Accounts receivable consisted of the following:

($ in thousands)	September 30, 2022			September 30, 2021
Trade accounts receivable	$	37,359		$	6,083
Contracts in transit		14,543			16,666
Manufacturer receivable		7,224			5,887
Total accounts receivable		59,126			28,636
Less – allowance for credit losses		(1,166	)		(107	)
Total accounts receivable, net	$	57,960		$	28,529

Long-term Debt and Line of Credit (Tables)

12 Months Ended

Sep. 30, 2022

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, 2022			September 30, 2021
Term note payable to Truist Bank, secured and bearing interest at 5.31% at September 30, 2022 and 2.75% at September 30, 2021. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027	$	445,000		$	105,875
Revolving note payable for an amount up to $65.0 million to Truist Bank		-			-
Notes 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 notes require monthly installment payments of principal and interest ranging from $100 to $5,600 through October 2028		4,173			3,248
Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5% per annum. The note requires monthly interest payments, with a balloon payment of principal due on December 1, 2023		2,056			2,056
Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024.		1,126			-
Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5% per annum. The note was repaid in full on February 1, 2022.		-			2,164
Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0% per annum. The note was repaid in full on February 1, 2022.		-			1,920
Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note was repaid in full on December 1, 2021.		-			1,271
Total debt outstanding		452,355			116,534
Less current portion (net of current debt issuance costs)		(21,642	)		(11,366	)
Less unamortized portion of debt issuance costs		(9,551	)		(2,094	)
Long-term debt, net of current portion and unamortized debt issuance costs	$	421,162		$	103,074

Principal Repayments of Long-term Debt

Principal repayment requirements of long-term debt at September 30, 2022 are as follows (in thousands):

Year ending September 30,
2023	$	23,671
2024		25,506
2025		35,433
2026		45,014
2027		322,731
Total principal payments	$	452,355

- Definition

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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+ Details

Income Taxes

12 Months Ended

Sep. 30, 2022

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, 2022		Year Ended September 30, 2021		Year Ended September 30, 2020
Current:
Federal	$	31,986	$	18,966	$	4,384
State		5,492		3,108		1,436
Foreign		6		-		-
		37,484		22,074		5,820
Deferred:
Federal		5,376		3,341		395
State		365		387		114
Foreign		-		-		-
		5,741		3,728		509
Income tax expense	$	43,225	$	25,802	$	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,
	2022			2021			2020
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
Income attributable to non-controlling interests and nontaxable income		(2.3	)		(5.5	)		(12.4	)
State income taxes, net of federal benefit		2.9			2.4			2.3
Other		0.4			0.8			0.6
Effective income tax rate		22.0	%		18.7	%		11.5	%

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

($ in thousands)	September 30, 2022		September 30, 2021
Deferred tax assets:
Investment in partnerships	$	-	$	19,293
Tax receivable agreement		11,609		9,817
Other		3		-
Total		11,612		29,110
Valuation allowance		-		-
Total deferred tax assets		11,612		29,110

Deferred tax liabilities:
Investment in partnerships	$	2,410	$	-
Fixed assets		66		-
Intangibles		703		-
Total deferred tax liabilities		3,179		-
Deferred tax assets, net	$	8,433	$	29,110

The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will fully realize our deferred tax assets in the future. The Company has not recorded a valuation allowance.

As of September 30, 2022 and 2021, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination in the US Federal and certain state tax jurisdictions for the tax years beginning with the year ended September 30, 2020. In November 2022, the Company received notification that the IRS intends to commence an audit of the federal income tax return of OneWater LLC’s partnership for the tax year ended December 31, 2020. Audit outcomes and the timing of settlements of asserted income tax liabilities, if any, are subject to significant uncertainty.

Tax Receivable Agreement

In connection with the IPO, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the owners of OneWater LLC. As of September 30, 2022 and 2021, our liability under the Tax Receivable Agreement was $46.4 million and $40.1 million, respectively, representing 85% of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)).

The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability to make payments under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations.

- Definition

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.

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+ Details

Property and Equipment (Tables)

12 Months Ended

Sep. 30, 2022

Property and Equipment [Abstract]

Property and Equipment, Net

Property and equipment, net consisted of the following:

($ in thousands)	September 30, 2022			September 30, 2021
Land	$	17,668		$	16,027
Buildings and improvements		42,957			21,379
Leasehold improvements		19,738			14,157
Machinery and equipment		22,418			8,868
Office equipment		12,129			8,540
Company vehicles		12,902			8,107
Construction in progress		4,020			3,767
Total property and equipment		131,832			80,845
Less accumulated depreciation		(22,119	)		(13,731	)
Total property and equipment, net	$	109,713		$	67,114

Other Payables and Accrued Expenses (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021
Other Payables And Accrued Expenses [Abstract]
Payroll accrual	$ 20,273	$ 17,699
Sales tax payable	4,456	4,251
Other payables and accrued expenses	12,467	5,194
Acquisition contingent consideration	15,897	344
Accrued interest	2,144	177
Total other payables and accrued expenses	$ 55,237	$ 27,665

Other Payables and Accrued Expenses

12 Months Ended

Sep. 30, 2022

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, 2022		September 30, 2021
Payroll accrual	$	20,273	$	17,699
Sales tax payable		4,456		4,251
Other payables and accrued expenses		12,467		5,194
Acquisition contingent consideration		15,897		344
Accrued interest		2,144		177
Total other payables and accrued expenses	$	55,237	$	27,665

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

12 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2020

Mar. 30, 2022

Feb. 10, 2020

Numerator [Abstract]

Net income attributable to OneWater Inc

$ 130,944

$ 79,059

$ 17,425

Effect of dilutive securities:

Shares repurchased and retired

$ 354

Antidilutive Securities [Abstract]

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

1,746,000

4,163,000

8,544,000

Employee Stock Purchase Plan [Member]

Effect of dilutive securities:

Share repurchase program authorized amount

$ 50,000

Remaining amount available for future purchase

$ 49,600

Restricted Stock Units [Member]

Antidilutive Securities [Abstract]

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

219,000

232,000

220,000

Common Class A [Member]

Per Share Data [Abstract]

Common stock, shares outstanding (in shares)

14,211,621

13,276,538

Denominator [Abstract]

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

^[1]

13,877,000

11,087,000

6,243,000

Effect of dilutive securities:

Restricted stock units (in shares)

457,000

272,000

44,000

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

^[1]

14,337,000

11,359,000

6,287,000

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

^[1]

$ 9.44

$ 7.13

$ 2.79

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

^[1]

$ 9.13

$ 6.96

$ 2.77

Common Class A [Member] | Employee Stock Purchase Plan [Member]

Effect of dilutive securities:

Restricted stock units (in shares)

3,000

Number of shares repurchased and retired (in shares)

10,134,000

Shares repurchased and retired

$ 400

Common Class B [Member]

Per Share Data [Abstract]

Common stock, shares outstanding (in shares)

1,429,940

1,819,112

Antidilutive Securities [Abstract]

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

1,527,000

3,931,000

8,324,000

[1]

For the fiscal year ended September 30, 2020, 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 OneWater Marine Inc.’s initial public offering. See Note 1.

Long-term Debt and Line of Credit

12 Months Ended

Sep. 30, 2022

Long-term Debt and Line of Credit [Abstract]

Long-term Debt and Line of Credit

11.	Long-term Debt and Line of Credit

On August 9, 2022, the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “A&R Credit Facility”) with Truist Bank. The A&R Credit Facility provides for a $65.0 million revolving credit facility (the “A&R Revolving Facility”) that may be used for revolving credit loans (including up to $5.0 million in swingline loans and up to $5.0 million in letters of credit) and a $445.0 million term loan (the “A&R Term Loan”). Subject to certain conditions, the available amount under the revolving credit facility and term loans may be increased by $125.0 million in the aggregate. The A&R Credit Facility bears interest at a rate that is equal to Term SOFR plus an applicable margin ranging from 1.75% to 2.75% based on certain consolidated leverage ratio measures. The A&R Revolving Facility matures on August 9, 2027. The A&R Term Loan is repayable in installments beginning December 31, 2022, with the remainder due on August 9, 2027.

The A&R Credit Facility is collateralized by certain real and personal property (including certain capital stock) of the Company and its subsidiaries. The collateral does not include inventory and certain other assets of the Company’s subsidiaries financed under the Inventory Financing Facility. The A&R Credit Facility is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. The A&R Credit Facility also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Company to incur additional debt, transfer or dispose of all of its assets, make certain investments, loans or payments and engage in certain transactions with affiliates. The Company was in compliance with all covenants at September 30, 2022.

On November 30, 2021, the Company and certain of its subsidiaries entered into Incremental Amendment No. 2 (the “Second Amendment”) to the Credit Facility (as defined below) with Truist Bank. The Second Amendment amends the Credit Facility to, among other things, provide for an incremental term loan (the “Incremental Term Loan”) in an aggregate principal amount equal to $200.0 million which will be added to, and constitute part of, the existing $110.0 million term loan and will be on the same terms applicable to the existing term loan under the Credit Facility. Additionally, the Second Amendment further provides a $20.0 million increase in the revolving commitment, which will be added to, and constitute part of, the existing $30.0 revolving commitment.

On February 2, 2021, the Company entered into Incremental Amendment No. 1 (the “First Amendment”) to Amend the Credit Facility (as defined below), to among other things, provide for an incremental term loan in an aggregate principal amount equal to $30.0 million, which will be added to, and constitute a part of, the existing $80.0 million term loan. The First Amendment was on the same terms applicable to the existing term loan.

On July 22, 2020, the Company entered into a Credit Agreement (the “Credit Facility”), with Truist Bank. The Credit Facility 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 Facility 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.

Long-term debt consisted of the following at:

($ in thousands)	September 30, 2022			September 30, 2021
Term note payable to Truist Bank, secured and bearing interest at 5.31% at September 30, 2022 and 2.75% at September 30, 2021. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027	$	445,000		$	105,875
Revolving note payable for an amount up to $65.0 million to Truist Bank		-			-
Notes 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 notes require monthly installment payments of principal and interest ranging from $100 to $5,600 through October 2028		4,173			3,248
Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5% per annum. The note requires monthly interest payments, with a balloon payment of principal due on December 1, 2023		2,056			2,056
Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024.		1,126			-
Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5% per annum. The note was repaid in full on February 1, 2022.		-			2,164
Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0% per annum. The note was repaid in full on February 1, 2022.		-			1,920
Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note was repaid in full on December 1, 2021.		-			1,271
Total debt outstanding		452,355			116,534
Less current portion (net of current debt issuance costs)		(21,642	)		(11,366	)
Less unamortized portion of debt issuance costs		(9,551	)		(2,094	)
Long-term debt, net of current portion and unamortized debt issuance costs	$	421,162		$	103,074

Principal repayment requirements of long-term debt at September 30, 2022 are as follows (in thousands):

Year ending September 30,
2023	$	23,671
2024		25,506
2025		35,433
2026		45,014
2027		322,731
Total principal payments	$	452,355

Debt issuance costs are amortized on a straight-line basis over the life of the loan, which approximates the effective interest method. During the fiscal year ended 2022 and 2021, the Company capitalized loan costs of $9.1 million and $0.7 million, respectively, and had accumulated amortization of $1.9 million and $0.8 million as of September 30, 2022 and 2021, respectively. In connection with entering into the A&R Credit Facility, the Company wrote off unamortized debt issuance cost of $0.4 million which was included in loss on extinguishment of debt in the Consolidated Statements of Operations for the year ended September 30, 2022. In connection with the prepayment of the Term and Revolver Credit Facility with Goldman Sachs Specialty Lending Group, L.P., the Company wrote off unamortized debt issuance costs of $2.4 million which was included in loss on extinguishment of debt in the Consolidated Statement of Operations for the year ended September 30, 2020. Amortization for the years ended September 30, 2022, 2021 and 2020 amounted to $1.3 million, $0.7 million and $0.4 million, respectively, and is included in interest expense.

As of September 30, 2022, the Company had $0.4 million in letters of credit outstanding under the A&R Revolving Facility.

Segment Information (Details) $ in Thousands	12 Months Ended
Segment Information (Details) $ in Thousands	Sep. 30, 2022 USD ($) Segment	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($)
Segment Information [Abstract]
Number of reportable segments \| Segment	2
Revenues	$ 1,744,822	$ 1,228,206	$ 1,022,970
Income from operations	217,833	148,877	78,290
Depreciation and amortization	16,296	5,411	3,249
Transaction costs	7,724	869	3,648
Change in fair value of contingent consideration	10,380	3,249	$ 6,762
Total assets	1,497,428	$ 720,614
Dealerships [Member]
Segment Information [Abstract]
Total assets	1,078,457
Distribution [Member]
Segment Information [Abstract]
Total assets	418,971
Operating Segments [Member] \| Dealerships [Member]
Segment Information [Abstract]
Revenues	1,608,972
Income from operations	211,401
Depreciation and amortization	7,628
Transaction costs	5,347
Change in fair value of contingent consideration	10,189
Operating Segments [Member] \| Distribution [Member]
Segment Information [Abstract]
Revenues	135,850
Income from operations	6,432
Depreciation and amortization	8,668
Transaction costs	2,377
Change in fair value of contingent consideration	$ 191

Accounts Receivable (Details) - USD ($) $ in Thousands	12 Months Ended
Accounts Receivable (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021
Accounts Receivable [Abstract]
Finance contracts maximum funding period	30 days
Total accounts receivable	$ 59,126	$ 28,636
Less - allowance for credit losses	(1,166)	(107)
Total accounts receivable, net	57,960	28,529
Trade Accounts Receivable [Member]
Accounts Receivable [Abstract]
Total accounts receivable	37,359	6,083
Contracts in Transit [Member]
Accounts Receivable [Abstract]
Total accounts receivable	14,543	16,666
Manufacturer Receivable [Member]
Accounts Receivable [Abstract]
Total accounts receivable	$ 7,224	$ 5,887

Summary of Significant Accounting Policies, Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Property and Equipment [Abstract]
Estimated useful lives of assets	10 years
Impairment of property and equipment	$ 0	$ 0	$ 0
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
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

Goodwill and Intangible Assets

12 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets [Abstract]

Goodwill and Intangible Assets

8.	Goodwill and Intangible Assets

Our acquisitions have resulted in the recording of goodwill and other identifiable intangible assets. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. Intangible assets consist of internally developed software, domain names and other identifiable intangible assets such as, trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed. The changes in goodwill and intangible assets are as follows:

($ in thousands)	Goodwill		Trade Names		Developed technologies			Customer Relationships			Domain Names			Internally Developed Software			Total Intangible Assets, net
	Unamortized		Unamortized		Amortized			Amortized			Amortized			Amortized
Net balance as of September 30, 2020	$	113,059	$	61,304	$	-		$	-		$	-		$	-		$	61,304
Acquisitions during the year ended September 30, 2021		55,432		23,990		-			-			-			-			23,990
Net balance as of September 30, 2021		168,491		85,294		-			-			-			-			85,294
Acquisitions during the year ended September 30, 2022		210,097		101,485		15,457			107,490			2,074			2,301			228,807
Accumulated amortization for the year ended September 30, 2022		-		-		(1,183	)		(6,260	)		(104	)		(83	)		(7,630	)
Net balance as of September 30, 2022	$	378,588		186,779	$	14,274		$	101,230		$	1,970		$	2,218		$	306,471

Amortization expense was $7.6 million for the year ended September 30, 2022 and is recorded in depreciation and amortization expense in the consolidated statements of operations. No amortization expense was recorded for the years ended September 30, 2021 and 2020. For acquisitions during the year ended September 30, 2022, the weighted average useful lives of developed technologies and customer relationships are 10 years and domain names and internally developed software are 5 years.

The following table summarizes the expected amortization expense for the fiscal years 2023 through 2027 and thereafter ($ in thousands):

2023	$	13,170
2024		13,170
2025		13,170
2026		13,170
2027		12,951
Thereafter		54,061
	$	119,692

As of September 30, 2022, the carrying value of goodwill totaled approximately $378.6 million, of which $280.0 million was related to our Dealerships reporting segment and $98.6 million was related to our Distribution reporting segment.

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

Other Payables and Accrued Expenses (Tables)

12 Months Ended

Sep. 30, 2022

Other Payables And Accrued Expenses [Abstract]

Other Payables and Accrued Expenses

Other payables and accrued expenses consisted of the following:

($ in thousands)	September 30, 2022		September 30, 2021
Payroll accrual	$	20,273	$	17,699
Sales tax payable		4,456		4,251
Other payables and accrued expenses		12,467		5,194
Acquisition contingent consideration		15,897		344
Accrued interest		2,144		177
Total other payables and accrued expenses	$	55,237	$	27,665

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Related Party Transactions [Abstract]
Due from related parties	$ 2.0	$ 0.1
Due to related parties	0.2	1.0
Affiliated Entities [Member]
Related Party Transactions [Abstract]
Purchase of inventories	84.2	78.4	$ 60.8
Expenses incurred	2.8	2.3	2.2
Affiliated Entities and Individuals [Member]
Related Party Transactions [Abstract]
Fees received for goods and services	6.3	1.9	4.1
Payments and fees, related party	$ 0.2	$ 0.2	$ 0.5

- Definition

Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 946
-SubTopic 220
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07.1(c))
-URI https://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03.1(e))
-URI https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227

+ Details

Long-term Debt and Line of Credit, Summary (Details) - USD ($) $ in Thousands				12 Months Ended
	Aug. 09, 2022	Nov. 30, 2021	Jul. 22, 2020	Sep. 30, 2022	Sep. 30, 2021	Feb. 02, 2021
Long-term Debt and Line of Credit [Abstract]
Long-term debt, gross				$ 452,355	$ 116,534
Less current portion (net of current debt issuance costs)				(21,642)	(11,366)
Less unamortized portion of debt issuance costs				(9,551)	(2,094)
Long-term debt, net				$ 421,162	103,074
Term Note Payable to Truist Bank, secured and Bearing Interest at 5.31% at September 30, 2022 and 2.75% at September 30, 2021. The Note Requires Quarterly Principal Payments Commencing on December 31, 2022 and Maturing with a Full Repayment on August 9, 2027 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date				Aug. 09, 2027
Long-term debt, gross				$ 445,000	$ 105,875
Interest rate				5.31%	2.75%
Frequency of periodic payment				quarterly
Revolving Note Payable for an Amount up to $65.0 million to Truist Bank [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount				$ 65,000
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 Notes Require Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 through October 2028 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date				Oct. 31, 2028
Long-term debt, gross				$ 4,173	3,248
Frequency of periodic payment				monthly
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 Notes Require Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 through October 2028 [Member] \| Minimum [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate				0.00%
Monthly installment payment amount				$ 100
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 Notes Require Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 through October 2028 [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate				8.90%
Monthly installment payment amount				$ 5,600
Note Payable To Tom George Yacht Group, Unsecured and Bearing Interest At 5.5% Per Annum. The Note Requires Monthly Interest Payments, With a Balloon Payment of Principal Due On December 1, 2023 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date				Dec. 01, 2023
Long-term debt, gross				$ 2,056	2,056
Interest rate				5.50%
Note Payable to Norfolk Marine Company, Unsecured and Bearing Interest at 4.0% Per Annum. The Note Requires Quarterly Interest Payments, with a Balloon Payment of Principal Due on December 1, 2024 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date				Dec. 01, 2024
Long-term debt, gross				$ 1,126	0
Interest rate				4.00%
Frequency of periodic payment				quarterly
Note Payable to Central Marine Services, Inc., Unsecured and Bearing Interest at 5.5% Per Annum. The Note was Repaid in Full on February 1, 2022 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date				Feb. 01, 2022
Long-term debt, gross				$ 0	2,164
Interest rate				5.50%
Note Payable to Ocean Blue Yacht Sales, Unsecured and Bearing Interest at 5.0% Per Annum. The Note was Repaid in Full on February 1, 2022 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date				Feb. 01, 2022
Long-term debt, gross				$ 0	1,920
Interest rate				5.00%
Note Payable to Slalom Shop, LLC, Unsecured and Bearing Interest at 5.0% Per Annum. The Note was Repaid in Full on December 1, 2021 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date				Dec. 01, 2021
Long-term debt, gross				$ 0	$ 1,271
Interest rate				5.00%
Incremental Term Loan [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount		$ 200,000
Term Loan [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount			$ 110,000
A&R Term Loan [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount	$ 445,000
Revolving Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount			30,000
Increase in revolving commitment		$ 20,000
A&R Revolving Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount	65,000
A&R Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Increase in revolving commitment	$ 125,000
Maturity date	Aug. 09, 2027
A&R Credit Facility [Member] \| Term SOFR [Member] \| Minimum [Member]
Long-term Debt and Line of Credit [Abstract]
Debt instrument, variable interest rate	1.75%
A&R Credit Facility [Member] \| Term SOFR [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Debt instrument, variable interest rate	2.75%
A&R Credit Facility [Member] \| Swingline Loans [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount	$ 5,000
A&R Credit Facility [Member] \| Letter of Credit [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount	$ 5,000
Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Increase in revolving commitment			$ 50,000
Credit Facility [Member] \| LIBOR [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Debt instrument, variable interest rate			3.00%
Credit Facility [Member] \| Incremental Term Loan [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount						$ 30,000
Credit Facility [Member] \| Swingline Loans [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount			$ 5,000
Credit Facility [Member] \| Term Loan [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount			80,000
Credit Facility [Member] \| Revolving Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount			$ 30,000
Credit Facility [Member] \| Revolving Credit Facility [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Percentage of unused line fee			0.40%
Credit Facility [Member] \| Letter of Credit [Member]
Long-term Debt and Line of Credit [Abstract]
Aggregate principal amount			$ 5,000

Retirement Plan

12 Months Ended

Sep. 30, 2022

Retirement Plan [Abstract]

Retirement Plan

14.	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 $2.2 million, $1.5 million and $0.8 million for the years ended September 30, 2022, 2021 and 2020, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Fair Value Measurements (Details) - USD ($) $ in Thousands	12 Months Ended
Fair Value Measurements (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Unrealized Losses Recognized Related to Equity Securities [Abstract]
Net losses recognized during the period on equity securities	$ 1,228	$ 0	$ 0
Less: net losses recognized during the period on equity securities sold during the period	0
Unrealized losses recognized during the reporting period on equity securities still held at the reporting date	$ 1,228
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Change in fair value of contingent consideration	Change in fair value of contingent consideration
Other Assets [Member]
Assets [Abstract]
Investment in Equity Securities	$ 800
Fair Value [Member]
Assets [Abstract]
Investment in Equity Securities	772
Liabilities [Abstract]
Contingent Consideration	37,402	$ 12,072
Fair Value [Member] \| Level 1 [Member]
Assets [Abstract]
Investment in Equity Securities	772
Liabilities [Abstract]
Contingent Consideration	0	0
Fair Value [Member] \| Level 2 [Member]
Assets [Abstract]
Investment in Equity Securities	0
Liabilities [Abstract]
Contingent Consideration	0	0
Fair Value [Member] \| Level 3 [Member]
Assets [Abstract]
Investment in Equity Securities	0
Liabilities [Abstract]
Contingent Consideration	37,402	12,072
Contingent Consideration [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	12,072	5,520
Additions from acquisitions	15,321	9,200
Settlement of contingent consideration	(371)	(5,897)
Change in fair value, including accretion	10,380	3,249
Ending balance	$ 37,402	$ 12,072	$ 5,520

Acquisitions (Tables)

12 Months Ended

Sep. 30, 2022

Acquisitions [Abstract]

Summary of Assets Acquired and Liabilities Assumed

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 transactions:

Fiscal year 2022 Acquisitions:

Summary of Assets Acquired and Liabilities Assumed

($ in thousands)	T-H Marine			Quality Boats			Denison Yachting			Ocean Bio-Chem			Other Acquisitions			Total Acquisitions
Accounts receivable	$	8,955		$	-		$	654		$	14,989		$	1,123		$	25,721
Inventories		19,856			5,937			1,981			24,362			9,618			61,754
Prepaid expenses		1,547			47			2,053			1,431			338			5,416
Property and equipment		3,896			803			293			32,037			1,227			38,256
Deposits		-			-			126			-			13			139
Operating lease right-of-use assets		5,960			11,877			1,221			762			7,375			27,195
Identifiable intangible assets		105,500			31,700			16,600			59,300			11,332			224,432
Goodwill		51,694			78,682			29,144			35,270			15,307			210,097
Accounts payable		(3,876	)		-			(80	)		(3,654	)		(471	)		(8,081	)
Accrued expenses		(1,697	)		-			(252	)		(1,817	)		(553	)		(4,319	)
Customer deposits		(394	)		(5,047	)		(5,524	)		(176	)		(3,307	)		(14,448	)
Deferred tax liabilities		-			-			-			(20,141	)		(751	)		(20,892	)
Long-term debt		-			-			-			(8,150	)		-			(8,150	)
Operating lease liabilities		(5,960	)		(11,877	)		(1,221	)		(762	)		(7,375	)		(27,195	)
Aggregate acquisition date fair value	$	185,481		$	112,122		$	44,995		$	133,451		$	33,876		$	509,925

Consideration transferred		185,481			92,811			44,995			135,281			33,876			492,444
Cash acquired		-			-			-			(1,829	)		-			(1,829	)
Fair value of non-controlling interests		-			19,311			-			-			-			19,311
Aggregate acquisition date fair values	$	185,481		$	112,122		$	44,995		$	133,451		$	33,876		$	509,925

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 transactions:

Fiscal year 2021 Acquisitions:

($ in thousands)	Walker Marine Group			Roscioli Yachting Center			Other Acquisitions			Total Acquisitions
Accounts receivable	$	129		$	-		$	390		$	519
Inventories		8,481			87			10,476			19,044
Prepaid expenses		39			1			180			220
Property and equipment		503			41,300			700			42,503
Identifiable intangible assets		8,520			1,530			13,940			23,990
Goodwill		26,927			2,993			25,512			55,432
Accounts payable		(213	)		(180	)		-			(393	)
Accrued expenses		-			(185	)		(47	)		(232	)
Customer deposits		(3,033	)		-			(2,248	)		(5,281	)
Notes payable – floor plan		(7,563	)		-			(6,134	)		(13,697	)
Aggregate acquisition date fair value	$	33,790		$	45,546		$	42,769		$	122,105

Consideration transferred		33,790			45,546			42,769			122,105
Aggregate acquisition date fair values	$	33,790		$	45,546		$	42,769		$	122,105

Unaudited Pro Forma Results of Operations

The following unaudited pro forma results of operations for the years ended September 30, 2022, 2021 and 2020 assumes that all acquisitions were completed on October 1, 2019.

($ in thousands)	2022		2021		2020
Pro forma revenues	$	1,885,896	$	1,755,678	$	1,514,417
Pro forma net income	$	161,902	$	165,198	$	80,866

Stockholders' Equity, Equity-Based Compensation (Details) $ / shares in Units, $ in Millions			12 Months Ended
	Apr. 20, 2023 shares	Oct. 01, 2022 $ / shares shares	Sep. 30, 2022 USD ($) Intallment $ / shares shares	Sep. 30, 2021 USD ($) $ / shares shares	Sep. 30, 2020 USD ($) $ / shares shares	Feb. 11, 2020 shares
Weighted Average Grant Date Fair Value [Abstract]
Compensation expense \| $			$ 9.8	$ 5.7	$ 1.6
Class A Common Stock [Member]
Equity-Based Compensation [Abstract]
Total number of shares reserved for issuance (in shares)						1,564,156
Restricted Stock Units (RSUs) [Member]
Equity-Based Compensation [Abstract]
Awarded (in shares)			225,924	348,927
Number of Shares [Abstract]
Beginning balance (in shares)		559,793	545,094	301,643
Awarded (in shares)			225,924	348,927
Vested (in shares)			(211,225)	(105,476)
Forfeited (in shares)			0	0
Ending balance (in shares)			559,793	545,094	301,643
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share) \| $ / shares		$ 28.01	$ 22.68	$ 15.78
Awarded (in dollars per share) \| $ / shares			40.01	27.37
Vested (in dollars per share) \| $ / shares			27.1	18.47
Forfeited (in dollars per share) \| $ / shares			0	0
Ending balance (in dollars per share) \| $ / shares			$ 28.01	$ 22.68	$ 15.78
Unrecognized compensation expense \| $			$ 6.3
Weighted-average period of recognition			1 year 3 months 18 days
Performance Share Unit [Member]
Weighted Average Grant Date Fair Value [Abstract]
Compensation expense \| $			$ 5.4	$ 2.6	$ 0.5
2022 Awards [Member] \| Time-Based Restricted Stock Units [Member]
Equity-Based Compensation [Abstract]
Number of equal annual installments for vesting \| Intallment			3
Number of Shares [Abstract]
Vested (in shares)			(14,186)
2022 Awards [Member] \| Time-Based Restricted Stock Units [Member] \| Plan [Member]
Equity-Based Compensation [Abstract]
Awarded (in shares)		95,284	121,470
Number of Shares [Abstract]
Awarded (in shares)		95,284	121,470
Vested (in shares)	(12,000)
2022 Awards [Member] \| Performance Share Unit [Member]
Equity-Based Compensation [Abstract]
Awarded (in shares)			52,227
Percentage of target award granted			100.00%
Number of shares of common stock consisted in each unit (in shares)			1
Award vesting period			3 years
Percentage of expected performance targets to be achieved target award			200.00%
Number of Shares [Abstract]
Awarded (in shares)			52,227

Notes Payable - Floor Plan

12 Months Ended

Sep. 30, 2022

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 December 29, 2021, the Company and certain of its subsidiaries entered into the Seventh Amended and Restated Inventory Financing Agreement (as amended, the “Inventory Financing Facility) with Wells Fargo and the other financial institutions party thereto to increase the maximum borrowing amount available to $500.0 million. The Inventory Financing Facility expires on December 1, 2023. The outstanding balance of the facility was $267.1 million and $114.2 million, as of September 30, 2022 and 2021, respectively.

Effective October 1, 2021, interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility) (“SOFR”) plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. Interest on pre-owned boats in 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, 2022 the interest rate on the Inventory Financing Facility ranged from 5.33% to 7.58% for new inventory and 5.58% to 7.83% for pre-owned inventory. As of September 30, 2021 the interest rate on the Inventory Financing Facility was calculated under the legacy London Inter-Bank Offering Rate and ranged from 3.08% to 5.33% for new inventory and 3.33% to 5.58% for pre-owned inventory. Borrowing capacity available at September 30, 2022 and September 30, 2021 was $232.9 million and $278.3 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 defined in the Inventory Financing Facility). In addition, certain non-financial covenants could restrict the Company’s ability to sell assets (excluding inventory in the normal course of business), engage in certain mergers and acquisitions, incur additional debt and pay cash dividends or distributions, among others. The Company was in compliance with all covenants at September 30, 2022.

The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the term note payable to Truist Bank.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Stockholders' Equity, Non-Controlling Interest (Details) - shares	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Quality Boats [Member]
Noncontrolling Interest [Abstract]
Percentage of economic interest acquired	80.00%	20.00%
Percentage of remaining economic interest	20.00%	20.00%
Class A Common Stock [Member]
Noncontrolling Interest [Abstract]
Ratio of shares converted	1
Class B Common Stock [Member]
Noncontrolling Interest [Abstract]
Ratio of shares converted	1
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	90.90%
Ownership interest percentage	9.10%

Recently Adopted Accounting Standards

12 Months Ended

Sep. 30, 2022

Recently Adopted Accounting Standards [Abstract]

Recently Adopted Accounting Standards

3.	Recently Adopted Accounting Standards

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. The Company adopted the new guidance as of October 1, 2021. The adoption of the guidance did not have an impact on the consolidated financial statements.

In March 2020, the FASB issued ASU 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 has assessed the transactions involving LIBOR and has transitioned away from LIBOR as part of our agreements.

Standards Issued But Not Yet Adopted

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2022, and 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 the pronouncement in fiscal year 2024.

Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements.

- Definition

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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+ Details

Acquisitions

12 Months Ended

Sep. 30, 2022

Acquisitions [Abstract]

Acquisitions

4.	Acquisitions

In the years ended September 30, 2022 and 2021, the Company completed acquisitions of multiple businesses 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. 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. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on the information currently available. Any changes to the value of identifiable intangible assets will be reclassified from goodwill upon the completion of the valuations.

Fiscal Year 2022

For the year ended September 30, 2022, the Company completed the following transactions:

•

On October 1, 2021, Naples Boat Mart, a retail marine dealership with one location in Florida

•

On November 30, 2021, T-H Marine Supplies, LLC (“T-H Marine”), a leading provider of branded marine parts and accessories for original equipment manufacturers (“OEMs”) and the aftermarket, with locations in Alabama, Florida, Illinois, Indiana, Oklahoma and Texas

•

On December 1, 2021, Norfolk Marine Company, a retail marine dealership with one location in Virginia

•

On December 31, 2021, a majority interest in Quality Boats, a retail marine dealership with three locations in Florida. The sellers retained a 20% economic interest in Quality Boats. The Company has the exclusive right, but not obligation, to acquire the remaining 20% interest at any time before January 1, 2027.

•

On February 1, 2022, JIF Marine, a leading supplier of stainless steel ladders, dock products and other accessories which is based in Tennessee

•

On March 1, 2022, YakGear, a leading supplier of kayak equipment, paddle sports accessories and boat mounting accessories which is based in Texas

•

On April 1, 2022, Denison Yachting, a leader in yacht and superyacht sales as well as ancillary yacht services, with 20 retail locations in 7 states

•

On August 9, 2022, Ocean Bio-Chem, a leading supplier and distributor of appearance, cleaning, and maintenance products for the marine industry and the automotive, powersports, recreational vehicles, and outdoor power equipment markets with locations in Alabama and Florida.

Consideration paid for the consummated acquisitions was $490.6 million with $459.5 million paid at closing (net of cash acquired), $1.1 million financed through a note payable to the sellers bearing interest at a rate of 4.0% per year, estimated payments of $15.3 million in contingent consideration and the remaining $14.6 million with the issuance of shares of Class A common stock. The notes are payable in one lump sum on December 1, 2024, with interest payments due quarterly. The estimated payments of contingent consideration are part of multiple earnouts varying from the achievement of certain post-acquisition increases in adjusted EBITDA to the generation of acquisition leads for the Company. The acquisition contingent consideration was developed using weighted average projections based on the Company’s historical experience, current forecasts for the industry and current expectations of the ability to generate viable acquisition leads. The minimum payout on acquisition contingent consideration is $5.9 million and the maximum payout is $24.7 million.

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 transactions:

Fiscal year 2022 Acquisitions:

Summary of Assets Acquired and Liabilities Assumed

($ in thousands)	T-H Marine			Quality Boats			Denison Yachting			Ocean Bio-Chem			Other Acquisitions			Total Acquisitions
Accounts receivable	$	8,955		$	-		$	654		$	14,989		$	1,123		$	25,721
Inventories		19,856			5,937			1,981			24,362			9,618			61,754
Prepaid expenses		1,547			47			2,053			1,431			338			5,416
Property and equipment		3,896			803			293			32,037			1,227			38,256
Deposits		-			-			126			-			13			139
Operating lease right-of-use assets		5,960			11,877			1,221			762			7,375			27,195
Identifiable intangible assets		105,500			31,700			16,600			59,300			11,332			224,432
Goodwill		51,694			78,682			29,144			35,270			15,307			210,097
Accounts payable		(3,876	)		-			(80	)		(3,654	)		(471	)		(8,081	)
Accrued expenses		(1,697	)		-			(252	)		(1,817	)		(553	)		(4,319	)
Customer deposits		(394	)		(5,047	)		(5,524	)		(176	)		(3,307	)		(14,448	)
Deferred tax liabilities		-			-			-			(20,141	)		(751	)		(20,892	)
Long-term debt		-			-			-			(8,150	)		-			(8,150	)
Operating lease liabilities		(5,960	)		(11,877	)		(1,221	)		(762	)		(7,375	)		(27,195	)
Aggregate acquisition date fair value	$	185,481		$	112,122		$	44,995		$	133,451		$	33,876		$	509,925

Consideration transferred		185,481			92,811			44,995			135,281			33,876			492,444
Cash acquired		-			-			-			(1,829	)		-			(1,829	)
Fair value of non-controlling interests		-			19,311			-			-			-			19,311
Aggregate acquisition date fair values	$	185,481		$	112,122		$	44,995		$	133,451		$	33,876		$	509,925

The fair value of the non-controlling interest of Quality Boats as of the acquisition date was estimated using the discounted cash flow method and market multiple method. Significant inputs to the discounted cash flows included estimated future revenues and discount rates. Significant inputs to the market multiple method include the peer public company group and the financial performance of reporting units related to the peer public company group.

The fair values of the developed technology and trade name intangible assets as of the acquisition date were determined using the relief from royalty model. The fair values of the customer relationship intangible assets as of the acquisition date were determined using the discounted cash flow method.

The acquisitions of Denison Yachting, Ocean Bio-Chem., and Star Brite Europe, Inc. are preliminary. The valuation of the identifiable intangible assets for Ocean Bio-Chem. and Star Brite Europe, Inc. are preliminary pending receipt of final valuation analyses. The valuation of tangible assets and assumed liabilities are preliminary for Denison Yachting, Ocean Bio-Chem., and Star Brite Europe, Inc. as the acquisitions are subject to certain customary closing and post-closing adjustments.

Included in our results for the year ended September 30, 2022, the acquisitions contributed $275.3 million to our consolidated revenue and $41.1 million to our income before income tax expense. 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 $7.5 million for the year ended September 30, 2022.

Fiscal Year 2021

For the year ended September 30, 2021, the Company completed the following transactions:

•

On December 1, 2020, Tom George Yacht Group a retail marine dealership with two locations in Florida

•

December 31, 2020, Walker Marine Group a retail marine dealership with five locations in Florida.

•

On December 31, 2020, Rosioli Yachting Center, a full-service marina and yachting facility, with one location in Florida

•

On August 1, 2021, Stone Harbor Marina a retail marine dealership with one location in New Jersey

•

On September 1, 2021, PartsVu, an online marketplace for OEM marine parts, electronics and accessories with a warehouse in Florida

Consideration paid for the consummated acquisitions was $122.1 million with $107.5 million paid at closing (net of cash acquired), $2.1 million financed through a note payable to the sellers, estimated payments of $9.2 million in contingent consideration, $1.9 million in accrued purchase consideration and the remaining $1.5 million with the issuance of shares of Class A common stock. The estimated payments of contingent consideration are part of multiple earnouts subject to the achievement of certain post-acquisition increases in adjusted EBITDA. The acquisition contingent consideration was developed using weighted average projections based on the Company’s historical experience with acquisitions as well as current forecasts for the industry. The minimum payout on acquisition contingent consideration is $0.2 million and the maximum payout is unlimited.

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 transactions:

Fiscal year 2021 Acquisitions:

($ in thousands)	Walker Marine Group			Roscioli Yachting Center			Other Acquisitions			Total Acquisitions
Accounts receivable	$	129		$	-		$	390		$	519
Inventories		8,481			87			10,476			19,044
Prepaid expenses		39			1			180			220
Property and equipment		503			41,300			700			42,503
Identifiable intangible assets		8,520			1,530			13,940			23,990
Goodwill		26,927			2,993			25,512			55,432
Accounts payable		(213	)		(180	)		-			(393	)
Accrued expenses		-			(185	)		(47	)		(232	)
Customer deposits		(3,033	)		-			(2,248	)		(5,281	)
Notes payable – floor plan		(7,563	)		-			(6,134	)		(13,697	)
Aggregate acquisition date fair value	$	33,790		$	45,546		$	42,769		$	122,105

Consideration transferred		33,790			45,546			42,769			122,105
Aggregate acquisition date fair values	$	33,790		$	45,546		$	42,769		$	122,105

The 2022 and 2021 acquisitions have resulted in the recording of goodwill that is expected to be deductible for tax purposes of $144.0 million and $55.4 million for the years ended September 30, 2022 and 2021, respectively.

The following unaudited pro forma results of operations for the years ended September 30, 2022, 2021 and 2020 assumes that all acquisitions were completed on October 1, 2019.

($ in thousands)	2022		2021		2020
Pro forma revenues	$	1,885,896	$	1,755,678	$	1,514,417
Pro forma net income	$	161,902	$	165,198	$	80,866

Contingencies and Commitments

12 Months Ended

Sep. 30, 2022

Contingencies and Commitments [Abstract]

Contingencies and Commitments

17.	Contingencies and Commitments

Employment Agreements

The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies.

Claims and Litigation

The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, 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.

Summary of Significant Accounting Policies, Advertising Costs (Details) - USD ($) $ in Millions	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Advertising Costs [Abstract]
Advertising cost	$ 13.4	$ 4.5	$ 5.4
Net of related co-op assistance	$ 1.8	$ 0.7	$ 0.7

Fair Value Measurements (Tables)

12 Months Ended

Sep. 30, 2022

Fair Value Measurements [Abstract]

Financial Assets and Liabilities Measured at Fair Value

The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying Consolidated Balance Sheets as of September 30,

	2022
	Level 1		Level 2		Level 3		Total
	($ in thousands)
Assets:
Investment in Equity Securities	$	772	$	-	$	-	$	772
Liabilities:
Contingent Consideration		-		-		37,402		37,402

	2021
	Level 1		Level 2		Level 3		Total
	($ in thousands)
Liabilities:
Contingent Consideration	$	-	$	-	$	12,072	$	12,072

Unrealized Losses Recognized Related to Equity Securities

The portion of unrealized losses recognized related to equity securities still held as of September 30 consists of the following:

($ in thousands)	Year Ended September 30, 2022
Net losses recognized during the period on equity securities	$	1,228
Less: net losses recognized during the period on equity securities sold during the period		-
Unrealized losses recognized during the reporting period on equity securities still held at the reporting date	$	1,228

Changes in Fair Value of Contingent Consideration

The following table sets forth the changes in fair value of our contingent consideration for the fiscal years ended September 30, 2022 and 2021:

($ in thousands)	Contingent Consideration
Balance as of September 30, 2020	$	5,520
Additions from acquisitions		9,200
Settlement of contingent consideration		(5,897	)
Change in fair value, including accretion		3,249
Balance as of September 30, 2021		12,072
Additions from acquisitions		15,321
Settlement of contingent consideration		(371	)
Change in fair value, including accretion		10,380
Balance as of September 30, 2022	$	37,402

Label	Element	Value
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	$ 655,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	1,558,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	14,689,000
Temporary Equity, Elimination as Part of Reorganization	us-gaap_TemporaryEquityEliminationAsPartofReorganization	88,131,000
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid	us-gaap_DistributionMadeToLimitedLiabilityCompanyLLCMemberCashDistributionsPaid	1,310,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	101,605,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	7,215,000
Noncontrolling Interest, Distribution to Members	onew_NoncontrollingInterestDistributionToMembers	1,042,000
Adjustments to Additional Paid in Capital, Establishment of Liabilities under Tax Receivable Agreement and Related to Changes to Deferred Tax Assets	onew_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfLiabilitiesUnderTaxReceivableAgreementAndRelatedToChangesToDeferredTaxAssets	5,069,000
Temporary Equity, Accretion of Dividends	us-gaap_TemporaryEquityAccretionOfDividends	3,187,000
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	(3,187,000)
Temporary Equity, Accretion to Redemption Value	us-gaap_TemporaryEquityAccretionToRedemptionValue	236,000
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	(236,000)
Temporary Equity, Net Income	us-gaap_TemporaryEquityNetIncome	0
Additional Paid-in Capital [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	0
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	1,558,000
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	0
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	55,740,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	50,465,000
Noncontrolling Interest, Distribution to Members	onew_NoncontrollingInterestDistributionToMembers	0
Adjustments to Additional Paid in Capital, Establishment of Liabilities under Tax Receivable Agreement and Related to Changes to Deferred Tax Assets	onew_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfLiabilitiesUnderTaxReceivableAgreementAndRelatedToChangesToDeferredTaxAssets	5,069,000
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	0
Exchange of B shares for A shares	us-gaap_StockIssuedDuringPeriodValueConversionOfUnits	3,253,000
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	0
Retained Earnings [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	17,425,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	668,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	0
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	0
Noncontrolling Interest, Distribution to Members	onew_NoncontrollingInterestDistributionToMembers	0
Adjustments to Additional Paid in Capital, Establishment of Liabilities under Tax Receivable Agreement and Related to Changes to Deferred Tax Assets	onew_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfLiabilitiesUnderTaxReceivableAgreementAndRelatedToChangesToDeferredTaxAssets	0
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	0
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	0
Members Equity [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	(1,394,000)
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	0
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	655,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	0
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	(27,298,000)
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	0
Noncontrolling Interest, Distribution to Members	onew_NoncontrollingInterestDistributionToMembers	310,000
Adjustments to Additional Paid in Capital, Establishment of Liabilities under Tax Receivable Agreement and Related to Changes to Deferred Tax Assets	onew_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfLiabilitiesUnderTaxReceivableAgreementAndRelatedToChangesToDeferredTaxAssets	0
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	(3,187,000)
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Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	(236,000)
Accumulated Other Comprehensive Loss [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	0
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	0
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	0
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	0
Noncontrolling Interest, Distribution to Members	onew_NoncontrollingInterestDistributionToMembers	0
Adjustments to Additional Paid in Capital, Establishment of Liabilities under Tax Receivable Agreement and Related to Changes to Deferred Tax Assets	onew_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfLiabilitiesUnderTaxReceivableAgreementAndRelatedToChangesToDeferredTaxAssets	0
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Exchange of B shares for A shares	us-gaap_StockIssuedDuringPeriodValueConversionOfUnits	0
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	0
Noncontrolling Interest [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	350,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	32,127,000
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	14,021,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	73,017,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	(43,254,000)
Noncontrolling Interest, Distribution to Members	onew_NoncontrollingInterestDistributionToMembers	732,000
Adjustments to Additional Paid in Capital, Establishment of Liabilities under Tax Receivable Agreement and Related to Changes to Deferred Tax Assets	onew_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfLiabilitiesUnderTaxReceivableAgreementAndRelatedToChangesToDeferredTaxAssets	0
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Class B Common Stock [Member] \| Common Stock [Member]
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Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	(36,000)
Noncontrolling Interest, Distribution to Members	onew_NoncontrollingInterestDistributionToMembers	$ 0
Effect of Organizational Transactions, Shares	onew_EffectOfOrganizationalTransactionsShares	8,462,000
Effect of Organizational Transactions, Shares	onew_EffectOfOrganizationalTransactionsShares	(3,554,000)
Adjustments to Additional Paid in Capital, Establishment of Liabilities under Tax Receivable Agreement and Related to Changes to Deferred Tax Assets	onew_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfLiabilitiesUnderTaxReceivableAgreementAndRelatedToChangesToDeferredTaxAssets	$ 0
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Common Class A [Member] \| Common Stock [Member]
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	0
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	us-gaap_ProfitLoss	0
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Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
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Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	40,000
Noncontrolling Interest, Distribution to Members	onew_NoncontrollingInterestDistributionToMembers	$ 0
Effect of Organizational Transactions, Shares	onew_EffectOfOrganizationalTransactionsShares	6,088,000
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Adjustments to Additional Paid in Capital, Establishment of Liabilities under Tax Receivable Agreement and Related to Changes to Deferred Tax Assets	onew_AdjustmentsToAdditionalPaidInCapitalEstablishmentOfLiabilitiesUnderTaxReceivableAgreementAndRelatedToChangesToDeferredTaxAssets	$ 0
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Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	$ 0

Stockholders' Equity

12 Months Ended

Sep. 30, 2022

Stockholders' Equity [Abstract]

Stockholders' Equity

12.	Stockholders’ Equity

Equity-Based Compensation

We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,564,156. The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.

2022 Awards

During the fiscal year ended September 30, 2022, the Board approved the grant of 121,470 time-based restricted stock units. Of this amount, 14,186 restricted stock units fully vested on September 30, 2022, 12,000 restricted stock units fully vest on April 20, 2023 and the remaining 95,284 restricted stock units vest in three equal annual installments commencing on September 30, 2022.

During the fiscal year ended September 30, 2022, the Board approved the grant of 52,227 performance-based restricted stock units, which represents 100% of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals. A performance-based restricted stock unit equals one share of common stock to the Company. As of September 30, 2022, the Company fully achieved the performance targets at 200% for the 2022 awards.

Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the three-year vesting period. The Company recognized $9.8 million, $5.7 million and $1.6 million of compensation expense for the fiscal years ended September 30, 2022, 2021 and 2020, respectively, which includes $5.4 million, $2.6 million, and $0.5 million of compensation expense for the fiscal years ended September 30, 2022, 2021 and 2020, respectively, for performance share units.

The following table further summarizes activity related to restricted stock units for the years ended September 30, 2022 and 2021:

	Restricted Stock Unit Awards
	Number of Shares			Weighted Average Grant Date Fair Value ($)
Unvested at September 30, 2020		301,643		$	15.78
Awarded		348,927			27.37
Vested		(105,476	)		18.47
Forfeited		-			-
Unvested at September 30, 2021		545,094			22.68
Awarded		225,924			40.01
Vested		(211,225	)		27.10
Forfeited		-			-
Unvested at September 30, 2022		559,793		$	28.01

As of September 30, 2022, the total unrecognized compensation expense related to outstanding equity awards was $6.3 million, which the Company expects to recognize over a weighted-average period of 1.3 years.

We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares equal to the amount of employee income tax withholding.

Earnings Per Share

Basic and diluted earnings per share of Class A common stock is computed by dividing net income attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the same period. For the year ended September 30, 2020, earnings per share is calculated for the period from February 11, 2020 through September 30, 2020, the period following the IPO. 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 years ended September 30, 2022, 2021, and 2020 (in thousands, except per share data):

Earnings per share:	2022		2021		2020
Numerator:
Net income attributable to OneWater Inc	$	130,944	$	79,059	$	17,425

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share		13,877		11,087		6,243
Effect of dilutive securities:
Restricted stock units		457		272		44
Employee Stock Purchase Plan		3		-		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share		14,337		11,359		6,287

Earnings per share of Class A common stock – basic	$	9.44	$	7.13	$	2.79
Earnings per share of Class A common stock – diluted	$	9.13	$	6.96	$	2.77

On March 30, 2022, the Board approved an up to $50 million share repurchase program. During the year ended September 30, 2022, the Company repurchased and retired 10,134 shares of Class A common stock under the repurchase program for a purchase price of approximately $0.4 million. As of September 30, 2022, approximately $49.6 million remained available for future purchase under the repurchase program. The repurchase program does not have a predetermined expiration date.

Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted 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, 2022		Year Ended September 30, 2021		Year Ended September 30, 2020
Class B common stock		1,527		3,931		8,324
Restricted stock units		219		232		220
		1,746		4,163		8,544

Employee Stock Purchase Plan

At the Company’s 2021 Annual Meeting of Stockholders (the “Annual Meeting”), held on February 23, 2021, the Company’s stockholders approved the OneWater Marine Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), which was approved and adopted by the Board as of January 13, 2021 (the “Adoption Date”), subject to stockholder approval at the Annual Meeting. The effective date of the ESPP is February 23, 2021, and, unless earlier terminated, the ESPP will expire on the twentieth anniversary of the Adoption Date. The ESPP will be administered by the Board or by one or more committees to which the Board delegates such administration.

The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 299,505 shares of the Company’s Class A common stock may be issued under the ESPP, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan.

The first offering period began on July 1, 2022 and the Company recorded equity-based compensation of $0.2 million during the year ended September 30, 2022. As of September 30, 2022, we had current liabilities of $0.5 million for future purchases of shares under the ESPP. No purchases have been made under the ESPP as of September 30, 2022.

We used a Black-Scholes model to estimate the fair value of the options granted to purchase shares issued pursuant to the ESPP. Volatility is based on the historical volatility in our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.

The following are the weighted-average assumptions used for the fiscal year ended September 30, 2022:

	2022
Dividend yield		0.0	%
Risk-free interest rate		2.5	%
Volatility		57.4	%
Expected life	Six months

Distributions

During the fiscal years ended September 30, 2022, 2021 and 2020, the Company made distributions to OneWater Unit Holders for certain permitted tax payments.

Dividends

Dividends paid to holders of Class A common stock, distributions paid to OneWater Unit Holders and dividends payable to restricted stock unit holders are referred to herein collectively as “dividends”. Dividends declared are reported as a reduction of retained earnings. Dividends paid to OneWater Unit Holders are recorded as a reduction in non-controlling interest. On June 17, 2021, the Board declared a special cash dividend of $1.80 per share. The cash dividend of approximately $27.1 million was paid on July 19, 2021 to holders of Class A common stock and OneWater Unit Holders. Additionally, a $1.0 million cash dividend for restricted stock unit holders was accrued for payment to holders upon future vesting of restricted stock unit awards outstanding on the date the dividend was declared. During the year ended September 30, 2022, $0.2 million of the previously accrued balance was paid to restricted stock unit holders. The remaining $0.8 million is recorded in other payables and accrued expenses in the consolidated balance sheet as of September 30, 2022.

Non-Controlling Interest

In connection with the IPO, 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 IPO.

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 holders of OneWater LLC Units (the “OneWater Unit Holders”). OneWater Unit Holders may exchange their LLC Units, together with an equal number of shares of 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. 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 OneWater 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, 2022, OneWater Inc owned 90.9% of the economic interest of OneWater LLC with the OneWater Unit Holders owning the remaining 9.1%.

As discussed in Note 4, the Company acquired an 80% economic interest in Quality Boats during the year ended September 30, 2022. The Company has the exclusive right, but not obligation, to acquire the remaining 20% economic interest at any time before January 1, 2027. As of September 30, 2022, the Company has not exercised the right and maintains control of 80% of the economic interest of Quality Boats.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Goodwill and Intangible Assets (Tables)

12 Months Ended

Sep. 30, 2022

Goodwill and Intangible Assets [Abstract]

Changes in Goodwill and Intangible Assets

The changes in goodwill and intangible assets are as follows:

($ in thousands)	Goodwill		Trade Names		Developed technologies			Customer Relationships			Domain Names			Internally Developed Software			Total Intangible Assets, net
	Unamortized		Unamortized		Amortized			Amortized			Amortized			Amortized
Net balance as of September 30, 2020	$	113,059	$	61,304	$	-		$	-		$	-		$	-		$	61,304
Acquisitions during the year ended September 30, 2021		55,432		23,990		-			-			-			-			23,990
Net balance as of September 30, 2021		168,491		85,294		-			-			-			-			85,294
Acquisitions during the year ended September 30, 2022		210,097		101,485		15,457			107,490			2,074			2,301			228,807
Accumulated amortization for the year ended September 30, 2022		-		-		(1,183	)		(6,260	)		(104	)		(83	)		(7,630	)
Net balance as of September 30, 2022	$	378,588		186,779	$	14,274		$	101,230		$	1,970		$	2,218		$	306,471

Expected Amortization Expense

The following table summarizes the expected amortization expense for the fiscal years 2023 through 2027 and thereafter ($ in thousands):

2023	$	13,170
2024		13,170
2025		13,170
2026		13,170
2027		12,951
Thereafter		54,061
	$	119,692

Redeemable Preferred Interest in Subsidiary

12 Months Ended

Sep. 30, 2022

Redeemable Preferred Interest in Subsidiary [Abstract]

Redeemable Preferred Interest in Subsidiary

13.	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 retained common interests as a dividend from the date of issuance through the fifth anniversary of the issuance date. On February 11, 2020, in connection with the IPO, OWAO used $89.2 million in cash to fully redeem the preferred interest in subsidiary held by Goldman and Beekman.

Property and Equipment

12 Months Ended

Sep. 30, 2022

Property and Equipment [Abstract]

Property and Equipment

7.	Property and Equipment

Property and equipment, net consisted of the following:

($ in thousands)	September 30, 2022			September 30, 2021
Land	$	17,668		$	16,027
Buildings and improvements		42,957			21,379
Leasehold improvements		19,738			14,157
Machinery and equipment		22,418			8,868
Office equipment		12,129			8,540
Company vehicles		12,902			8,107
Construction in progress		4,020			3,767
Total property and equipment		131,832			80,845
Less accumulated depreciation		(22,119	)		(13,731	)
Total property and equipment, net	$	109,713		$	67,114

For the years ended September 30, 2022, 2021 and 2020, depreciation expense totaled $8.8 million, $5.4 million and $3.2 million, respectively.

Summary of Significant Accounting Policies

12 Months Ended

Sep. 30, 2022

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, 2022 and 2021, 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.

Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of acquired, manufactured and assembled parts and accessories is determined using methods which vary by subsidiary and include both the average cost method and first-in, first-out (“FIFO”).

Vendor Consideration Received

Consideration received from vendors is accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)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 the 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:

	Years
Company vehicles	5
Buildings and improvements	10-39
Machinery and equipment	5-7
Office equipment	5-7

Expenditures for 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.

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 2022, 2021 or 2020.

Goodwill and Other Identifiable Intangible Assets

Goodwill and intangible assets are accounted for in accordance with FASB ASC 350, ‘‘Intangibles - Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states 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, 2022 and 2021 goodwill impairment testing and determined for both assessments as of September 30, 2022 and 2021, that it was more likely than not that the fair value of the reporting units were greater than their carrying amounts, and as a result, no impairment for goodwill was required for the years then ended.

Identifiable intangible assets consist of trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed. The Company has determined that trade names have an indefinite life, as there are no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the Company, and therefore, are not subject to amortization. Developed technologies and customer relationships are amortized over their estimated useful lives of ten years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets. The Company elected qualitative assessments for our September 30, 2022 and 2021 identifiable intangible assets impairment testing and determined for both assessments as of September 30, 2022 and 2021, 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.

Software Development and Cloud Computing Arrangement Implementation Costs

The Company capitalizes cost for software developed or obtained for internal use, including domain names and internally developed software, and amortizes them over their estimated useful life, which is generally three to five years. The Company begins to capitalize costs incurred for computer software during the application development stage, as long as it is probable that the project will be completed and the software will be used for its intended purpose. Capitalization ceases when a software project is substantially complete and ready for its intended use.

The Company capitalizes qualifying implementation costs under cloud computing arrangements (“CCA”). Capitalization ceases once the software is ready for its intended use. The capitalized CCA implementation cost is allocated between current and long term based on the expected amortization to be recognized within one year. There was no current balance as of September 30, 2022. The long-term balance of the CCA implementation costs was $1.7 million as of September 30, 2022 and is included in other assets on the accompanying consolidated balance sheets. There were no capitalized CCA implementation costs as of September 30, 2021.

Sales Tax

The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales.

Revenue Recognition

Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits of the asset. We are the principal with respect to revenue from new, pre-owned and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis.

Revenue from parts and accessories sold directly to a customer (not on a repair order) are recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) 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. The Company recorded contract assets in prepaid expenses and other current assets of $3.7 million and $2.3 million as of September 30, 2022 and 2021, respectively.

Certain parts and service transactions require the Company to perform shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery). They are considered fulfillment activities and are included in selling, general, and administrative expenses.

Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions are recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the consolidated financial statements for the years ended September 30, 2022, 2021 and 2020.

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 years ended September 30, 2022 and 2021 is as follows:

($ in thousands)	2022			2021
Beginning contract liability	$	46,610		$	17,280
Revenue recognized from contract liabilities included in the beginning balance		(43,777	)		(16,873	)
Increases due to business combinations and cash received, net of amounts recognized in revenue during the period		62,627			46,203
Ending contract liability	$	65,460		$	46,610

The following table sets forth percentages on the timing of revenue recognition for the years ended September 30, 2022, 2021 and 2020:

	2022			2021			2020
Goods and services transferred at a point in time		94.4	%		93.9	%		95.5	%
Goods and services transferred over time		5.6	%		6.1	%		4.5	%
Total Revenue		100.0	%		100.0	%		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. Total advertising costs for the years ended September 30, 2022, 2021 and 2020, were $13.4 million, $4.5 million and $5.4 million, which are net of related co-op assistance of $1.8 million, $0.7 million and $0.7 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 graded 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 Accounting Standards Update (“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.

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 and valuation of contingent consideration.

Segment Information

Effective August 9, 2022, our reportable segments changed as a result of the Company’s acquisition of Ocean Bio-Chem, Inc., and Star Brite Europe, Inc (collectively “Ocean Bio-Chem”), which changed management’s reporting structure and operating activities. We now report our operations through two new reportable segments: Dealerships and Distribution. The Dealership segment engages in the sale of new and pre-owned boats, arranges financing and insurance products, performs repairs and maintenance services, offers marine related parts and accessories and offers slip and storage accommodations in certain locations. The Distribution segment engages in the manufacturing, assembly and distribution primarily of marine related products to distributors, big box retailers and online retailers through a network of warehouse and distribution centers. Each reporting segment 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 change in reportable segments had no impact on the Company’s previously reported historical consolidated financial statements.

Subsequent Events

12 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

21.	Subsequent events

Management evaluated events occurring subsequent to September 30, 2022 and other than as noted below determined that no material recognizable subsequent events occurred.

On October 1, 2022, the Company completed the acquisition of Taylor Marine Centers pursuant to the terms of the purchase agreement. The aggregate consideration is subject to customary post-closing adjustments and is not individually significant.

On December 1, 2022, the Company completed the acquisition of Harbor View Marine pursuant to the terms of the purchase agreement. The aggregate consideration is subject to customary post-closing adjustments and is not individually significant.

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Cash flows from operating activities
Net income	$ 152,611	$ 116,413	$ 48,508
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	16,296	5,411	3,249
Equity-based compensation	10,013	5,741	2,213
(Gain) loss on asset disposals	(135)	(94)	10
Change in fair value of warrant liability	0	0	(771)
Loss on extinguishment of debt	356	0	6,559
Non-cash interest expense, net	3,250	659	477
Deferred income tax provision	5,741	3,728	509
Change in fair value of contingent consideration	10,380	2,872	5,520
Loss on equity investments	1,228	0	0
(Increase) decrease in assets:
Accounts receivable	(3,711)	(9,531)	(3,185)
Inventories	(167,183)	25,289	127,214
Prepaid expenses and other assets	(34,357)	(18,924)	(7,984)
Other assets	(1,940)	(173)	(5)
Increase (decrease) in liabilities:
Accounts payable	6,424	(26)	7,235
Other payables and accrued expenses	4,140	4,010	10,528
Tax receivable agreement liability	(67)	0	0
Customer deposits	4,401	24,048	12,400
Net cash provided by operating activities	7,447	159,423	212,477
Cash flows from investing activities
Purchases of property and equipment	(11,403)	(9,896)	(6,309)
Proceeds from disposal of property and equipment	345	233	1,637
Purchases of equity investments	(2,000)	0	0
Cash used for additions to intangible assets	(4,246)	0	0
Cash used in acquisitions	(459,540)	(107,467)	0
Net cash used in investing activities	(476,844)	(117,130)	(4,672)
Cash flows from financing activities
Net borrowings (payments) from floor plan	152,874	(23,497)	(101,342)
Proceeds from long-term debt	412,492	30,000	129,306
Payments on long-term debt	(88,033)	(8,878)	(121,800)
Payments of debt issuance costs	(9,095)	(701)	(3,910)
Payments of debt extinguishment costs	0	0	(4,207)
Payments of initial public offering costs	0	0	(5,646)
Payments of September Offering costs	0	(540)	0
Payments of contingent consideration	(371)	0	(1,456)
Distributions to redeemable preferred interest members	0	0	(90,503)
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions	0	0	59,234
Proceeds from issuance of Class A common stock sold in September Offering, net of underwriting discounts and commissions	0	0	8,075
Payments of tax withholdings for equity-based awards	(1,628)	(802)	0
Dividends and distributions	0	(27,070)	0
Distributions to members	(9,482)	(5,009)	(18,895)
Repurchase and retirement of Class A common stock	(354)	0	0
Net cash provided by (used in) financing activities	456,403	(36,497)	(151,144)
Effect of exchange rate changes on cash and restricted cash	(8)	0	0
Net change in cash	(13,002)	5,796	56,661
Cash and restricted cash at beginning of period	73,949	68,153	11,492
Cash and restricted cash at end of period	60,947	73,949	68,153
Supplemental cash flow disclosures
Cash paid for interest	14,598	6,251	17,212
Cash paid for income taxes	35,229	28,537	246
Noncash items
Acquisition purchase price funded by seller notes payable	1,126	2,056	0
Acquisition purchase price funded by contingent consideration	15,321	9,200	0
Acquisition purchase price funded by issuance of Class A common stock	14,627	1,495	0
Accrued purchase consideration	0	1,889	0
Purchase of property and equipment funded by long-term debt	2,087	1,820	1,190
Dividends payable	0	1,035	0
Distributions payable	0	4,964	0
Offering costs, accrued not yet paid	0	0	430
Initial operating lease right-of-use-assets for adoption of Topic 842	$ 0	$ 71,823	$ 0

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Abstract]
Net income	$ 152,611	$ 116,413	$ 48,508
Other comprehensive loss:
Foreign currency translation adjustment	(8)	0	0
Comprehensive income	152,603	116,413	48,508
Less: Net income attributable to non-controlling interests	(2,998)	0	(350)
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC	(18,669)	(37,354)	(30,733)
Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC	1	0	0
Comprehensive income attributable to One Water Marine Holdings, Inc.	$ 130,937	$ 79,059	$ 17,425

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.

+ References

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+ Details

Stockholders' Equity, Employee Stock Purchase Plan (Details) - USD ($) $ in Thousands		12 Months Ended
	Feb. 23, 2021	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Employee Stock Purchase Plan [Abstract]
Equity-based compensation		$ 10,013	$ 5,741	$ 2,213
Weighted Average Assumptions [Abstract]
Dividend yield		0.00%
Risk-free interest rate		2.50%
Volatility		57.40%
Expected life		6 months
Employee Stock Purchase Plan [Member]
Employee Stock Purchase Plan [Abstract]
Equity-based compensation		$ 200
Shares purchased under employee stock purchase plan		0
Stock to be purchased under ESPP		$ 500
Common Class A [Member]
Employee Stock Purchase Plan [Abstract]
Percentage of outstanding shares, ESPP issuance	1.00%
Common Class A [Member] \| Maximum [Member]
Employee Stock Purchase Plan [Abstract]
ESPP shares issuance (in shares)	299,505

Segment Information

12 Months Ended

Sep. 30, 2022

Segment Information [Abstract]

Segment Information

20.	Segment Information

Effective August 9, 2022, our reportable segments changed as a result of the Company’s acquisition of Ocean Bio-Chem, which changed managements reporting structure and operating activities. We now report our operations through two reportable segments: (1) Dealerships and (2) Distribution. See Note 2 for more information about our segments.

Reportable segment financial information for the year ended September 30, 2022 are as follows:

	As of and for the Year Ended September 30, 2022
($ in thousands)	Dealerships		Distribution		Total
Revenue	$	1,608,972	$	135,850	$	1,744,822
Income from Operations		211,401		6,432		217,833

Depreciation and amortization		7,628		8,668		16,296
Transaction costs		5,347		2,377		7,724
Change in fair value of contingent consideration		10,189		191		10,380

Total assets		1,078,457		418,971		1,497,428

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Segment Information (Tables)

12 Months Ended

Sep. 30, 2022

Segment Information [Abstract]

Reportable Segment Financial Information

Reportable segment financial information for the year ended September 30, 2022 are as follows:

	As of and for the Year Ended September 30, 2022
($ in thousands)	Dealerships		Distribution		Total
Revenue	$	1,608,972	$	135,850	$	1,744,822
Income from Operations		211,401		6,432		217,833

Depreciation and amortization		7,628		8,668		16,296
Transaction costs		5,347		2,377		7,724
Change in fair value of contingent consideration		10,189		191		10,380

Total assets		1,078,457		418,971		1,497,428

Leases (Details) - USD ($) $ in Thousands	12 Months Ended
Leases (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Leases [Abstract]
Renewal term of lease	1 year
Extended renewal term of lease	10 years
Weighted-average lease term on operating leases	9 years 10 months 24 days
Weighted average discount rate on operating leases	4.80%
Rent expense			$ 12,400
Information Related to Lease Costs for Operating Leases [Abstract]
Operating lease cost	$ 18,092	$ 12,059
Short-term and variable lease cost	4,466	3,002
Total	22,558	15,061
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	17,436	11,905
Right-of-use assets obtained in exchange for new operating lease liabilities	48,310	$ 25,555
Lessee, Operating Lease, Liability, Payment, Due [Abstract]
2023	18,746
2024	17,984
2025	17,287
2026	15,905
2027	14,489
Thereafter	74,498
Total minimum lease payments	158,909
Less:
Present value adjustment	(33,801)
Operating lease liabilities	$ 125,108

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2022	Sep. 30, 2021
Stockholders' and Members' Equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
Stockholders' and Members' Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares issued (in shares)	14,211,621	13,276,538
Common stock, shares outstanding (in shares)	14,211,621	13,276,538
Class B Common Stock [Member]
Stockholders' and Members' Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	1,429,940	1,819,112
Common stock, shares outstanding (in shares)	1,429,940	1,819,112

Related Party Transactions

12 Months Ended

Sep. 30, 2022

Related Party Transactions

19.	Related Party Transactions

In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with common members of the Company. For the years ended September 30, 2022, 2021 and 2020, $84.2 million, $78.4 million and $60.8 million, respectively, in total purchases were incurred under these arrangements.

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, 2022, 2021 and 2020, $2.8 million, $2.3 million and $2.2 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, 2022, 2021 and 2020, $6.3 million, $1.9 million and $4.1 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, 2022, 2021 and 2020, $0.2 million, $0.2 million and $0.5 million, respectively, were recorded under these arrangements.

In connection with transactions noted above, the Company was due $2.0 million and $0.1 million, respectively, as recorded within accounts receivable as of both September 30, 2022 and 2021. Additionally, the Company owed $0.2 million and $1.0 million as recorded within accounts payable at September 30, 2022 and 2021, respectively.

Stockholders' Equity, Dividends (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Jul. 19, 2021	Jun. 17, 2021	Sep. 30, 2022
Dividends [Abstract]
Cash dividends			$ 0.8
Restricted Stock [Member]
Dividends [Abstract]
Dividends accrued balance paid			$ 0.2
Common Class A [Member]
Dividends [Abstract]
Special cash dividends (in dollars per share)		$ 1.8
Cash dividends	$ 27.1
Common Class A [Member] \| Restricted Stock [Member]
Dividends [Abstract]
Cash dividends	$ 1.0

Property and Equipment (Details) - USD ($) $ in Thousands	12 Months Ended
Property and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Property and Equipment, Net [Abstract]
Total property and equipment	$ 131,832	$ 80,845
Less accumulated depreciation	(22,119)	(13,731)
Total property and equipment, net	109,713	67,114
Depreciation expense	8,800	5,400	$ 3,200
Land [Member]
Property and Equipment, Net [Abstract]
Total property and equipment	17,668	16,027
Buildings and Improvements [Member]
Property and Equipment, Net [Abstract]
Total property and equipment	42,957	21,379
Leasehold Improvements [Member]
Property and Equipment, Net [Abstract]
Total property and equipment	19,738	14,157
Machinery and Equipment [Member]
Property and Equipment, Net [Abstract]
Total property and equipment	22,418	8,868
Office Equipment [Member]
Property and Equipment, Net [Abstract]
Total property and equipment	12,129	8,540
Company Vehicles [Member]
Property and Equipment, Net [Abstract]
Total property and equipment	12,902	8,107
Construction in Progress [Member]
Property and Equipment, Net [Abstract]
Total property and equipment	$ 4,020	$ 3,767

Redeemable Preferred Interest in Subsidiary (Details) - USD ($) $ in Thousands		8 Months Ended	12 Months Ended
	Feb. 11, 2020	Sep. 30, 2020	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2016
Redeemable Preferred Interest in Subsidiary [Abstract]
Amount of cash to fully redeem the preferred interest		$ 0	$ 0	$ 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

Inventories

12 Months Ended

Sep. 30, 2022

Inventories [Abstract]

Inventories

6.	Inventories

Inventories consisted of the following at:

($ in thousands)	September 30, 2022		September 30, 2021
New vessels	$	243,090	$	105,625
Pre-owned vessels		51,607		22,906
Parts and accessories, work in process, net		78,262		15,349
Total inventories, net	$	372,959	$	143,880

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies [Abstract]

Cash

Restricted Cash

Inventories

Vendor Consideration Received

Property and Equipment

	Years
Company vehicles	5
Buildings and improvements	10-39
Machinery and equipment	5-7
Office equipment	5-7

Goodwill and Other Identifiable Intangible Assets

Software Development and Cloud Computing Arrangement Implementation Costs

Sales Tax

Revenue Recognition

($ in thousands)	2022			2021
Beginning contract liability	$	46,610		$	17,280
Revenue recognized from contract liabilities included in the beginning balance		(43,777	)		(16,873	)
Increases due to business combinations and cash received, net of amounts recognized in revenue during the period		62,627			46,203
Ending contract liability	$	65,460		$	46,610

The following table sets forth percentages on the timing of revenue recognition for the years ended September 30, 2022, 2021 and 2020:

	2022			2021			2020
Goods and services transferred at a point in time		94.4	%		93.9	%		95.5	%
Goods and services transferred over time		5.6	%		6.1	%		4.5	%
Total Revenue		100.0	%		100.0	%		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.

Use of Estimates

Segment Information

Acquisitions (Details) $ in Thousands	12 Months Ended
Acquisitions (Details) $ in Thousands	Sep. 30, 2022 USD ($) Location	Sep. 30, 2021 USD ($)	Sep. 30, 2020 USD ($) Acquisition	Apr. 02, 2022 Location State	Dec. 31, 2021 Location	Dec. 01, 2021 Location	Oct. 02, 2021 Location	Aug. 01, 2021 Location	Dec. 31, 2020 Location	Dec. 01, 2020 Location
Acquisition [Abstract]
Number of acquisitions completed \| Acquisition			0
Number of retail locations \| Location	96
Cash paid for acquisition	$ 459,540	$ 107,467	$ 0
Note payable to seller	1,100	2,100
Payment of contingent consideration	15,300	9,200
Issuance of shares of Class A common stock	14,600	1,500
Minimum payout due of contingent consideration	5,900	200
Maximum payout due of contingent consideration	24,700
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Goodwill	378,588	168,491	113,059
Consideration transferred	490,600	122,100
Revenue	1,744,822	1,228,206	1,022,970
Income before income tax expense	195,836	142,215	54,837
Costs related to acquisition	7,500
Accrued purchase consideration		1,900
Goodwill expected to be deductible for tax purposes	144,000	55,400
Unaudited Pro Forma Results of Operations [Abstract]
Pro forma revenues	1,885,896	1,755,678	1,514,417
Pro forma net income	$ 161,902	165,198	$ 80,866
Notes Payable [Member]
Acquisition [Abstract]
Interest rate	4.00%
Naples Boat Mart [Member]
Acquisition [Abstract]
Number of retail locations \| Location							1
Norfolk Marine [Member]
Acquisition [Abstract]
Number of retail locations \| Location						1
Quality Boats [Member]
Acquisition [Abstract]
Number of retail locations \| Location					3
Percentage of economic interest retained by sellers	80.00%				20.00%
Percentage of remaining economic interest	20.00%				20.00%
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Accounts receivable	$ 0
Inventories	5,937
Prepaid expenses	47
Property and equipment	803
Deposits	0
Operating lease right-of-use assets	11,877
Identifiable intangible assets	31,700
Goodwill	78,682
Accounts payable	0
Accrued expenses	0
Customer deposits	(5,047)
Deferred tax liabilities	0
Long-term debt	0
Operating lease liabilities	(11,877)
Aggregate acquisition date fair value	112,122
Consideration transferred	92,811
Cash acquired	0
Fair value of non-controlling interests	19,311
Denison Yachting [Member]
Acquisition [Abstract]
Number of retail locations \| Location				20
Number of states \| State				7
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Accounts receivable	654
Inventories	1,981
Prepaid expenses	2,053
Property and equipment	293
Deposits	126
Operating lease right-of-use assets	1,221
Identifiable intangible assets	16,600
Goodwill	29,144
Accounts payable	(80)
Accrued expenses	(252)
Customer deposits	(5,524)
Deferred tax liabilities	0
Long-term debt	0
Operating lease liabilities	(1,221)
Aggregate acquisition date fair value	44,995
Consideration transferred	44,995
Cash acquired	0
Fair value of non-controlling interests	0
T-H Marine [Member]
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Accounts receivable	8,955
Inventories	19,856
Prepaid expenses	1,547
Property and equipment	3,896
Deposits	0
Operating lease right-of-use assets	5,960
Identifiable intangible assets	105,500
Goodwill	51,694
Accounts payable	(3,876)
Accrued expenses	(1,697)
Customer deposits	(394)
Deferred tax liabilities	0
Long-term debt	0
Operating lease liabilities	(5,960)
Aggregate acquisition date fair value	185,481
Consideration transferred	185,481
Cash acquired	0
Fair value of non-controlling interests	0
Ocean Bio-Chem [Member]
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Accounts receivable	14,989
Inventories	24,362
Prepaid expenses	1,431
Property and equipment	32,037
Deposits	0
Operating lease right-of-use assets	762
Identifiable intangible assets	59,300
Goodwill	35,270
Accounts payable	(3,654)
Accrued expenses	(1,817)
Customer deposits	(176)
Deferred tax liabilities	(20,141)
Long-term debt	(8,150)
Operating lease liabilities	(762)
Aggregate acquisition date fair value	133,451
Consideration transferred	135,281
Cash acquired	(1,829)
Fair value of non-controlling interests	0
Tom George Yacht Group [Member]
Acquisition [Abstract]
Number of retail locations \| Location										2
Walker Marine Group [Member]
Acquisition [Abstract]
Number of retail locations \| Location									5
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Accounts receivable		129
Inventories		8,481
Prepaid expenses		39
Property and equipment		503
Identifiable intangible assets		8,520
Goodwill		26,927
Accounts payable		(213)
Accrued expenses		0
Customer deposits		(3,033)
Notes payable - floor plan		(7,563)
Aggregate acquisition date fair value		33,790
Consideration transferred		33,790
Roscioli Yachting Center [Member]
Acquisition [Abstract]
Number of retail locations \| Location									1
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Accounts receivable		0
Inventories		87
Prepaid expenses		1
Property and equipment		41,300
Identifiable intangible assets		1,530
Goodwill		2,993
Accounts payable		(180)
Accrued expenses		(185)
Customer deposits		0
Notes payable - floor plan		0
Aggregate acquisition date fair value		45,546
Consideration transferred		45,546
Stone Harbor Marina [Member]
Acquisition [Abstract]
Number of retail locations \| Location								1
Other Acquisitions [Member]
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Accounts receivable	1,123	390
Inventories	9,618	10,476
Prepaid expenses	338	180
Property and equipment	1,227	700
Deposits	13
Operating lease right-of-use assets	7,375
Identifiable intangible assets	11,332	13,940
Goodwill	15,307	25,512
Accounts payable	(471)	0
Accrued expenses	(553)	(47)
Customer deposits	(3,307)	(2,248)
Notes payable - floor plan		(6,134)
Deferred tax liabilities	(751)
Long-term debt	0
Operating lease liabilities	(7,375)
Aggregate acquisition date fair value	33,876	42,769
Consideration transferred	33,876	42,769
Cash acquired	0
Fair value of non-controlling interests	0
Total Acquisitions [Member]
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Accounts receivable	25,721	519
Inventories	61,754	19,044
Prepaid expenses	5,416	220
Property and equipment	38,256	42,503
Deposits	139
Operating lease right-of-use assets	27,195
Identifiable intangible assets	224,432	23,990
Goodwill	210,097	55,432
Accounts payable	(8,081)	(393)
Accrued expenses	(4,319)	(232)
Customer deposits	(14,448)	(5,281)
Notes payable - floor plan		(13,697)
Deferred tax liabilities	(20,892)
Long-term debt	(8,150)
Operating lease liabilities	(27,195)
Aggregate acquisition date fair value	509,925	122,105
Consideration transferred	492,444	$ 122,105
Cash acquired	(1,829)
Fair value of non-controlling interests	19,311
Revenue	275,300
Income before income tax expense	$ 41,100

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021
Current assets:
Cash	$ 42,071	$ 62,606
Restricted cash	18,876	11,343
Accounts receivable, net	57,960	28,529
Inventories, net	372,959	143,880
Prepaid expenses and other current assets	75,024	34,580
Total current assets	566,890	280,938
Property and equipment, net	109,713	67,114
Operating lease right-of-use assets	123,955	89,141
Other assets:
Other assets	3,378	526
Deferred tax assets, net	8,433	29,110
Intangible assets, net	306,471	85,294
Goodwill	378,588	168,491
Total other assets	696,870	283,421
Total assets	1,497,428	720,614
Current liabilities:
Accounts payable	27,306	18,114
Other payables and accrued expenses	55,237	27,665
Customer deposits	65,460	46,610
Notes payable - floor plan	267,108	114,234
Current portion of operating lease liabilities	12,981	9,159
Current portion of long-term debt, net	21,642	11,366
Current portion of tax receivable agreement liability	2,363	482
Total current liabilities	452,097	227,630
Long-term Liabilities:
Other long-term liabilities	23,174	14,991
Tax receivable agreement liability	43,991	39,622
Noncurrent operating lease liabilities	112,127	80,464
Long-term debt, net	421,162	103,074
Total liabilities	1,052,551	465,781
Stockholders' Equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of September 30, 2022 and September 30, 2021	0	0
Additional paid-in capital	180,296	150,825
Retained earnings	204,880	74,952
Accumulated other comprehensive loss	(7)	0
Total stockholders' equity attributable to OneWater Marine Inc.	385,325	225,928
Equity attributable to non-controlling interests	59,552	28,905
Total stockholders' equity	444,877	254,833
Total liabilities and stockholders' equity	1,497,428	720,614
Class A Common Stock [Member]
Stockholders' Equity:
Common stock	142	133
Class B Common Stock [Member]
Stockholders' Equity:
Common stock	$ 14	$ 18

Description of Company and Basis of Presentation (Policies)	12 Months Ended
	Sep. 30, 2022
Description of Company and Basis of Presentation [Abstract]
Description of the Business	Description of the Business OneWater Marine Inc. (“OneWater Inc”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “IPO”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Inc, the “Company”), OneWater Inc is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries. The Company is one of the largest recreational marine retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, the sale of marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of September 30, 2022, the Company operates a total of 96 retail locations, 12 distribution centers/warehouses and multiple online marketplaces in 19 states, several of which are in the top twenty states for marine retail expenditures. Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions 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, 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 41.8%, 42.9% and 41.1% of total sales for the years ended September 30, 2022, 2021 and 2020, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 15.6%, 17.0% and 17.0% of our consolidated revenue for the years ended September 30, 2022, 2021 and 2020, 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	Initial Public Offering On February 11, 2020, OneWater Inc completed its IPO 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 IPO 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 IPO.
September Offering	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	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 wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net income attributable to OneWater Inc’s Class A stockholders. As of September 30, 2022, OneWater Inc owned 90.9% of the economic interest of OneWater LLC. Commencing December 31, 2021, the Company owns 80% of the economic interest of Quality Assets and Operations, over which the Company exercises control and the minority interest in this subsidiary has been recorded accordingly. See note 4 for additional information regarding the acquisition.
Basis of Financial Statement Preparation	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. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the fiscal year ending on September 30.

Leases (Tables)

12 Months Ended

Sep. 30, 2022

Leases [Abstract]

The following table provides certain information related to lease costs for operating leases:

($ in thousands)	For the Year Ended September 30, 2022		For the Year Ended September 30, 2021
Operating lease cost	$	18,092	$	12,059
Short-term and variable lease cost		4,466		3,002
	$	22,558	$	15,061

Supplemental Cash Flow Information for Leases

The following table presents supplemental cash flow information for leases:

($ in thousands)	For the Year Ended September 30, 2022		For the Year Ended September 30, 2021
Supplemental Cash Flow:
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	17,436	$	11,905
Right-of-use assets obtained in exchange for new operating lease liabilities	$	48,310	$	25,555

Maturities of Operating Lease Liabilities

The following table provides the maturities of our operating lease liabilities as of September 30, 2022:

($ in thousands)	Operating Leases
Year ending September 30,
2023	$	18,746
2024		17,984
2025		17,287
2026		15,905
2027		14,489
Thereafter		74,498
Total minimum lease payments		158,909
Less:
Present value adjustment		(33,801	)
Operating lease liabilities	$	125,108

Summary of Significant Accounting Policies, Revenue Recognition (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Contract Liability [Abstract]
Beginning contract liability	$ 46,610	$ 17,280
Revenue recognized from contract liabilities included in the beginning balance	(43,777)	(16,873)
Increases due to business combinations and cash received, net of amounts recognized in revenue during the period	62,627	46,203
Ending contract liability	65,460	46,610	$ 17,280
Contract Asset [Abstract]
Contract asset	$ 3,700	$ 2,300
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	100.00%	100.00%	100.00%
Transferred at Point in Time [Member]
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	94.40%	93.90%	95.50%
Transferred over Time [Member]
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	5.60%	6.10%	4.50%

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Sep. 30, 2022	Nov. 28, 2022	Mar. 31, 2022
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Sep. 30, 2022
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity File Number	001-39213
Entity Registrant Name	OneWater Marine Inc.
Entity Central Index Key	0001772921
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-4330138
Entity Address, Address Line One	6275 Lanier Islands Parkway
Entity Address, City or Town	Buford
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30518
City Area Code	678
Local Phone Number	541-6300
Title of 12(b) Security	Class A common stock, par value $0.01 per share
Trading Symbol	ONEW
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 358,073,024
Auditor Firm ID	248
Auditor Name	GRANT THORNTON LLP
Auditor Location	Atlanta, Georgia
Common Class A [Member]
Entity Common Stock, Shares Outstanding		14,295,044
Common Class B [Member]
Entity Common Stock, Shares Outstanding		1,429,940

Goodwill and Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Goodwill [Abstract]
Net balance - beginning of period	$ 168,491	$ 113,059
Goodwill acquisitions during the year	210,097	55,432
Net balance - end of period	378,588	168,491	$ 113,059
Intangible Assets [Abstract]
Net balance - beginning of period	85,294	61,304
Acquisitions during the year	228,807	23,990
Accumulated amortization for the year	(7,630)	0	0
Net balance - end of period	306,471	85,294	61,304
Expected Amortization Expense [Abstract]
2023	13,170
2024	13,170
2025	13,170
2026	13,170
2027	12,951
Thereafter	54,061
Finite-Lived Intangible Assets, Net	119,692
Dealerships [Member]
Goodwill [Abstract]
Net balance - end of period	280,000
Distribution [Member]
Goodwill [Abstract]
Net balance - end of period	98,600
Developed Technologies [Member]
Intangible Assets [Abstract]
Net balance - beginning of period	0	0
Acquisitions during the year	15,457	0
Accumulated amortization for the year	(1,183)
Net balance - end of period	$ 14,274	0	0
Weighted average useful lives	10 years
Customer Relationships [Member]
Intangible Assets [Abstract]
Net balance - beginning of period	$ 0	0
Acquisitions during the year	107,490	0
Accumulated amortization for the year	(6,260)
Net balance - end of period	$ 101,230	0	0
Weighted average useful lives	10 years
Domain Names [Member]
Intangible Assets [Abstract]
Net balance - beginning of period	$ 0	0
Acquisitions during the year	2,074	0
Accumulated amortization for the year	(104)
Net balance - end of period	$ 1,970	0	0
Weighted average useful lives	5 years
Internally Developed Software [Member]
Intangible Assets [Abstract]
Net balance - beginning of period	$ 0	0
Acquisitions during the year	2,301	0
Accumulated amortization for the year	(83)
Net balance - end of period	$ 2,218	0	0
Weighted average useful lives	5 years
Trade Names [Member]
Intangible Assets [Abstract]
Net balance - beginning of period	$ 85,294	61,304
Acquisitions during the year	101,485	23,990
Net balance - end of period	$ 186,779	$ 85,294	$ 61,304

Description of Company and Basis of Presentation

12 Months Ended

Sep. 30, 2022

Description of Company and Basis of Presentation [Abstract]

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 “IPO”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Inc, the “Company”), OneWater Inc is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries.

The Company is one of the largest recreational marine retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, the sale of marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of September 30, 2022, the Company operates a total of 96 retail locations, 12 distribution centers/warehouses and multiple online marketplaces in 19 states, several of which are in the top twenty states for marine retail expenditures.

Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions 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, 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 41.8%, 42.9% and 41.1% of total sales for the years ended September 30, 2022, 2021 and 2020, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc, including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 15.6%, 17.0% and 17.0% of our consolidated revenue for the years ended September 30, 2022, 2021 and 2020, 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 IPO 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 IPO 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 IPO.

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 wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net income attributable to OneWater Inc’s Class A stockholders. As of September 30, 2022, OneWater Inc owned 90.9% of the economic interest of OneWater LLC.

Commencing December 31, 2021, the Company owns 80% of the economic interest of Quality Assets and Operations, over which the Company exercises control and the minority interest in this subsidiary has been recorded accordingly. See note 4 for additional information regarding the acquisition.

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. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the fiscal year ending on September 30.

COVID-19 Pandemic

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 or the emergence of variant strains of the virus, may negatively impact the Company’s future results of operations. The impact of COVID-19 on our suppliers and the recent increase in demand for marine retail products has led to industry-wide supply chain constraints. The Company is monitoring and assessing the situation and preparing for implications to the business, including the ability to safely operate its locations, access to inventory and customer demand.

Summary of Significant Accounting Policies, Cash (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021
Cash [Abstract]
Cash deposit	$ 250,000	$ 250,000

Summary of Significant Accounting Policies, Software Development and Cloud Computing Arrangement Implementation Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Software Development and Cloud Computing Arrangement Implementation Costs [Abstract]
Estimated useful lives of assets	10 years
Intangible asset non-current	$ 306,471	$ 85,294	$ 61,304
Domain Names & Internally Developed Software [Member] \| Minimum [Member]
Software Development and Cloud Computing Arrangement Implementation Costs [Abstract]
Estimated useful lives of assets	3 years
Domain Names & Internally Developed Software [Member] \| Maximum [Member]
Software Development and Cloud Computing Arrangement Implementation Costs [Abstract]
Estimated useful lives of assets	5 years
Cloud Computing Arrangements [Member]
Software Development and Cloud Computing Arrangement Implementation Costs [Abstract]
Expected amortization recognition period	1 year
Intangible asset current	$ 0	0
Intangible asset non-current	$ 1,700	$ 0

Retirement Plan (Details) - USD ($) $ in Millions	12 Months Ended
Retirement Plan (Details) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
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	$ 2.2	$ 1.5	$ 0.8

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Sep. 30, 2022

Summary of Significant Accounting Policies [Abstract]

Estimated Useful Lives of Assets

	Years
Company vehicles	5
Buildings and improvements	10-39
Machinery and equipment	5-7
Office equipment	5-7

Contract Liabilities

($ in thousands)	2022			2021
Beginning contract liability	$	46,610		$	17,280
Revenue recognized from contract liabilities included in the beginning balance		(43,777	)		(16,873	)
Increases due to business combinations and cash received, net of amounts recognized in revenue during the period		62,627			46,203
Ending contract liability	$	65,460		$	46,610

Percentages on Timing of Revenue Recognition

The following table sets forth percentages on the timing of revenue recognition for the years ended September 30, 2022, 2021 and 2020:

	2022			2021			2020
Goods and services transferred at a point in time		94.4	%		93.9	%		95.5	%
Goods and services transferred over time		5.6	%		6.1	%		4.5	%
Total Revenue		100.0	%		100.0	%		100.0	%

Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Current [Abstract]
Federal	$ 31,986	$ 18,966	$ 4,384
State	5,492	3,108	1,436
Foreign	6	0	0
Total current tax expense benefit	37,484	22,074	5,820
Deferred [Abstract]
Federal	5,376	3,341	395
State	365	387	114
Foreign	0	0	0
Total deferred tax expense benefit	5,741	3,728	509
Income tax expense	$ 43,225	$ 25,802	$ 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	(2.30%)	(5.50%)	(12.40%)
State income taxes, net of federal benefit	2.90%	2.40%	2.30%
Other	0.40%	0.80%	0.60%
Effective income tax rate	22.00%	18.70%	11.50%
Deferred tax assets [Abstract]
Investment in partnerships	$ 0	$ 19,293
Tax receivable agreement	11,609	9,817
Other	3	0
Total	11,612	29,110
Valuation allowance	0	0
Total deferred tax assets	11,612	29,110
Deferred tax liabilities [Abstract]
Investment in partnerships	2,410	0
Fixed assets	66	0
Intangibles	703	0
Total deferred tax liabilities	3,179	0
Deferred tax assets, net	8,433	29,110
Tax receivable agreement liability	$ 46,400	$ 40,100
Percentage of net cash savings	85.00%

Income Taxes (Tables)

12 Months Ended

Sep. 30, 2022

Income Taxes [Abstract]

Components of Income Tax Expense

The components of income tax expense are:

($ in thousands)	Year Ended September 30, 2022		Year Ended September 30, 2021		Year Ended September 30, 2020
Current:
Federal	$	31,986	$	18,966	$	4,384
State		5,492		3,108		1,436
Foreign		6		-		-
		37,484		22,074		5,820
Deferred:
Federal		5,376		3,341		395
State		365		387		114
Foreign		-		-		-
		5,741		3,728		509
Income tax expense	$	43,225	$	25,802	$	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,
	2022			2021			2020
Statutory federal tax rate		21.0	%		21.0	%		21.0	%
Income attributable to non-controlling interests and nontaxable income		(2.3	)		(5.5	)		(12.4	)
State income taxes, net of federal benefit		2.9			2.4			2.3
Other		0.4			0.8			0.6
Effective income tax rate		22.0	%		18.7	%		11.5	%

Deferred Tax Assets and Liabilities

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

($ in thousands)	September 30, 2022		September 30, 2021
Deferred tax assets:
Investment in partnerships	$	-	$	19,293
Tax receivable agreement		11,609		9,817
Other		3		-
Total		11,612		29,110
Valuation allowance		-		-
Total deferred tax assets		11,612		29,110

Deferred tax liabilities:
Investment in partnerships	$	2,410	$	-
Fixed assets		66		-
Intangibles		703		-
Total deferred tax liabilities		3,179		-
Deferred tax assets, net	$	8,433	$	29,110

Leases

12 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

18.

Leases

The Company leases real estate and equipment under operating lease agreements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. For leases with terms in excess of 12 months, we record a right-of-use (“ROU”) asset and lease liability based on the present value of lease payments over the lease term. We do not have any significant leases that have not yet commenced that create significant rights and obligations for us. The Company has elected the practical expedient not to separate lease and non-lease components for all leases that qualify.

Our real estate and equipment leases often require payment of maintenance, real estate taxes and insurance. These costs are generally variable and based on actual costs incurred by the lessor. These amounts are not included in the consideration of the contract when determining the ROU asset and lease liability but are reflected as variable lease payments.

Most leases include one or more options to renew, with renewal terms that can extend the lease from one to ten or more years. The exercise of the lease renewal option is typically at our sole discretion. If it is reasonably certain that we will exercise the option to renew, the period covered by the options are included in the lease term and are recognized as part of our ROU assets and lease liabilities. Certain leases include the option to purchase the leased property. The depreciable life of assets and leasehold improvements are limited by the expected lease term, which includes renewal options reasonably certain to be exercised. As of September 30, 2022, our weighted-average lease term on operating leases was 9.9 years.

Certain of our lease agreements include rental payments based on percentage of retail sales over contractual levels and others include rental payments adjusted periodically based on index rates. Our lease agreements do not contain any material residual value guarantees or material restrictive covenants.

When available, the implicit rate is utilized to discount lease payments to present value; however, none of our leases provide a readily determinable implicit rate, therefore we use our incremental borrowing rate to discount the lease payments based on information available at lease commencement. The incremental borrowing rate represents an estimate of the interest rate we would incur at lease commencement to borrow an amount equal to the lease payments on a collateralized basis over the term of the lease. As of September 30, 2022, our weighted average discount rate on operating leases was 4.8%.

We adopted Topic 842 effective October 1, 2020. Prior period amounts have not been adjusted and continue to be reported in accordance with our historic accounting under ASC 840. The Company recorded rent expense of $12.4 million during the year ended September 30, 2020.

The following table provides certain information related to lease costs for operating leases:

($ in thousands)	For the Year Ended September 30, 2022		For the Year Ended September 30, 2021
Operating lease cost	$	18,092	$	12,059
Short-term and variable lease cost		4,466		3,002
	$	22,558	$	15,061

The following table presents supplemental cash flow information for leases:

($ in thousands)	For the Year Ended September 30, 2022		For the Year Ended September 30, 2021
Supplemental Cash Flow:
Cash paid for amounts included in measurement of lease liabilities:
Operating cash flows from operating leases	$	17,436	$	11,905
Right-of-use assets obtained in exchange for new operating lease liabilities	$	48,310	$	25,555

The following table provides the maturities of our operating lease liabilities as of September 30, 2022:

($ in thousands)	Operating Leases
Year ending September 30,
2023	$	18,746
2024		17,984
2025		17,287
2026		15,905
2027		14,489
Thereafter		74,498
Total minimum lease payments		158,909
Less:
Present value adjustment		(33,801	)
Operating lease liabilities	$	125,108

Fair Value Measurements

12 Months Ended

Sep. 30, 2022

Fair Value Measurements [Abstract]

Fair Value Measurements

15.	Fair Value Measurements

In determining fair value, the Company uses various valuation approaches including market, income and/or cost approaches. FASB standard ‘‘Fair Value Measurements’’ (Topic 820) establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Unobservable inputs are those that reflect the Company’s expectation of the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is broken down into three levels based on the reliability of inputs as follows:

Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Assets utilizing Level 1 inputs include marketable securities that are actively traded.

Level 2 – Valuations based on quoted prices in markets that are not active or for which all significant inputs are observable, either directly or indirectly.

Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. Asset and liability measurements utilizing Level 3 inputs include those used in estimating fair value of non-financial assets and non-financial liabilities in purchase acquisitions, those used in assessing impairment of property, 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.

The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying Consolidated Balance Sheets as of September 30,

	2022
	Level 1		Level 2		Level 3		Total
	($ in thousands)
Assets:
Investment in Equity Securities	$	772	$	-	$	-	$	772
Liabilities:
Contingent Consideration		-		-		37,402		37,402

	2021
	Level 1		Level 2		Level 3		Total
	($ in thousands)
Liabilities:
Contingent Consideration	$	-	$	-	$	12,072	$	12,072

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the fiscal years ended September 30, 2022, and 2021.

We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value with the change in fair value included in other expense (income), net, in the Consolidated Statements of Operations. The fair value of equity investments is measured using quoted prices in its active markets. The investment in equity securities balance is recorded in other assets in the Consolidated Balance Sheets and consists of a $0.8 million investment in Forza X1, Inc.

The portion of unrealized losses recognized related to equity securities still held as of September 30 consists of the following:

($ in thousands)	Year Ended September 30, 2022
Net losses recognized during the period on equity securities	$	1,228
Less: net losses recognized during the period on equity securities sold during the period		-
Unrealized losses recognized during the reporting period on equity securities still held at the reporting date	$	1,228

There were no unrealized losses (gains) recognized during the years ended September 30, 2021 and 2020.

We estimate the fair value of contingent consideration using a probability-weighted discounted cash flow model based on forecasted future earnings or forecasted probabilities of producing acquisition leads. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The contingent consideration balance is recorded in other payables and accrued expenses and other long-term liabilities in the Consolidated Balance Sheets. Changes in fair value and net present value of contingent consideration are included in change in fair value of contingent consideration in the Consolidated Statements of Operations. The fair value of contingent consideration is reassessed on a quarterly basis.

The following table sets forth the changes in fair value of our contingent consideration for the fiscal years ended September 30, 2022 and 2021:

($ in thousands)	Contingent Consideration
Balance as of September 30, 2020	$	5,520
Additions from acquisitions		9,200
Settlement of contingent consideration		(5,897	)
Change in fair value, including accretion		3,249
Balance as of September 30, 2021		12,072
Additions from acquisitions		15,321
Settlement of contingent consideration		(371	)
Change in fair value, including accretion		10,380
Balance as of September 30, 2022	$	37,402

We determined the carrying value of our cash and cash equivalents, accounts receivable, accounts payable, other payables and accrued expenses, floor plan notes payable, term note payable with Truist Bank, seller notes payable and company vehicle notes payable approximate their fair values because of the nature of their terms and current market rates of these instruments.

- Definition

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

Long-term Debt and Line of Credit, Principal Repayments of Long-term Debt (Details) - USD ($) $ in Thousands	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2020
Long-term Debt, Principal Repayment [Abstract]
2023	$ 23,671
2024	25,506
2025	35,433
2026	45,014
2027	322,731
Long-term debt, gross	452,355	$ 116,534
Long-term Debt and Line of Credit [Abstract]
Debt issuance costs, capitalized loan costs	9,100	700
Debt issuance costs, accumulated amortization	1,900	800
Write off of unamortized debt issuance costs			$ (2,400)
Debt issuance costs, amortization	1,300	$ 700	$ 400
A&R Revolving Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Letters of credit outstanding amount	400
A&R Credit Facility [Member]
Long-term Debt and Line of Credit [Abstract]
Write off of unamortized debt issuance costs	$ (400)

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands

12 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2020

Revenues:

Revenues

$ 1,744,822

$ 1,228,206

$ 1,022,970

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

Cost of sales

1,191,167

870,751

787,446

Selling, general and administrative expenses

302,113

199,049

143,575

Depreciation and amortization

15,605

5,411

3,249

Transaction costs

7,724

869

3,648

Change in fair value of contingent consideration

10,380

3,249

6,762

Income from operations

217,833

148,877

78,290

Other expense (income):

Interest expense - floor plan

4,647

2,566

8,861

Interest expense - other

13,201

4,344

8,828

Change in fair value of warrant liability

(771)

Loss on extinguishment of debt

356

6,559

Other expense (income), net

3,793

(248)

(24)

Total other expense (income), net

21,997

6,662

23,453

Income before income tax expense

195,836

142,215

54,837

Income tax expense

43,225

25,802

6,329

Net income

152,611

116,413

48,508

Less: Net income attributable to non-controlling interests

(2,998)

(350)

Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC

(18,669)

(37,354)

(30,733)

Net income attributable to OneWater Marine Inc.

130,944

79,059

17,425

New Boat [Member]

Revenues:

Revenues

1,139,331

872,680

717,093

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

Cost of sales

834,026

661,764

585,720

Pre-Owned Boat [Member]

Revenues:

Revenues

294,832

216,416

205,650

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

Cost of sales

213,167

162,278

168,261

Finance & Insurance [Member]

Revenues:

Revenues

55,977

42,668

36,792

Service, Parts & Other [Member]

Revenues:

Revenues

254,682

96,442

63,435

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

Cost of sales

$ 143,974

$ 46,709

$ 33,465

Class A Common Stock [Member]

Other expense (income):

Earnings per share, Basic (in dollars per share)

^[1]

$ 9.44

$ 7.13

$ 2.79

Earnings per share, Diluted (in dollars per share)

^[1]

$ 9.13

$ 6.96

$ 2.77

Basic weighted-average shares outstanding (in shares)

^[1]

13,877

11,087

6,243

Diluted weighted-average shares outstanding (in shares)

^[1]

14,337

11,359

6,287

[1]

Stockholders' Equity (Tables)

12 Months Ended

Sep. 30, 2022

Stockholders' Equity [Abstract]

Summary of Restricted Stock Units Activity

The following table further summarizes activity related to restricted stock units for the years ended September 30, 2022 and 2021:

	Restricted Stock Unit Awards
	Number of Shares			Weighted Average Grant Date Fair Value ($)
Unvested at September 30, 2020		301,643		$	15.78
Awarded		348,927			27.37
Vested		(105,476	)		18.47
Forfeited		-			-
Unvested at September 30, 2021		545,094			22.68
Awarded		225,924			40.01
Vested		(211,225	)		27.10
Forfeited		-			-
Unvested at September 30, 2022		559,793		$	28.01

Calculation of Earnings per share

The following table sets forth the calculation of earnings per share for the years ended September 30, 2022, 2021, and 2020 (in thousands, except per share data):

Earnings per share:	2022		2021		2020
Numerator:
Net income attributable to OneWater Inc	$	130,944	$	79,059	$	17,425

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share		13,877		11,087		6,243
Effect of dilutive securities:
Restricted stock units		457		272		44
Employee Stock Purchase Plan		3		-		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net income per share		14,337		11,359		6,287

Earnings per share of Class A common stock – basic	$	9.44	$	7.13	$	2.79
Earnings per share of Class A common stock – diluted	$	9.13	$	6.96	$	2.77

Antidilutive Securities Excluded From Calculation

	Year Ended September 30, 2022		Year Ended September 30, 2021		Year Ended September 30, 2020
Class B common stock		1,527		3,931		8,324
Restricted stock units		219		232		220
		1,746		4,163		8,544

Weighted Average Assumptions

The following are the weighted-average assumptions used for the fiscal year ended September 30, 2022:

	2022
Dividend yield		0.0	%
Risk-free interest rate		2.5	%
Volatility		57.4	%
Expected life	Six months

Recently Adopted Accounting Standards (Policies)	12 Months Ended
Recently Adopted Accounting Standards (Policies)	Sep. 30, 2022
Recently Adopted Accounting Standards [Abstract]
Recently Adopted/Issued But Not Yet Adopted Accounting Standards	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. The Company adopted the new guidance as of October 1, 2021. The adoption of the guidance did not have an impact on the consolidated financial statements. In March 2020, the FASB issued ASU 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 has assessed the transactions involving LIBOR and has transitioned away from LIBOR as part of our agreements. Standards Issued But Not Yet Adopted In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805) – Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which is intended to improve the accounting for acquired revenue contracts with customers in a business combination by addressing diversity in practice and inconsistency related to the recognition of an acquired contract liability and payment terms and their effect on subsequent revenue recognized by the acquirer. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2022, and 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 the pronouncement in fiscal year 2024. Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements.