0001772921-23-000038 | 10-Q | XBRL Viewer

Stockholders' and Members' Equity (Tables)

9 Months Ended

Jun. 30, 2023

Summary of Restricted Stock Units Activity

The following table further summarizes activity related to restricted stock units for the nine months ended June 30, 2023:


	Restricted Stock Unit Awards
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at September 30, 2022	559,793	$	28.01
Awarded	216,771	30.08
Vested	(163,393)	23.44
Forfeited	(2,001)	38.66
Unvested at June 30, 2023	611,170	$	29.93

Summary of Calculation of Earnings per share

The following table sets forth the calculation of earnings per share for the three months ended June 30, 2023 and 2022 (in thousands, except per share data):


Earnings per share:	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
Numerator:
Net income attributable to OneWater Inc.	$	28,570	$	55,977

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share	14,314		14,133
Effect of dilutive securities:
Restricted stock units	356		379
Employee stock purchase plan	5		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share	14,675		14,512

Earnings per share of Class A common stock – basic	$	2.00	$	3.96
Earnings per share of Class A common stock – diluted	$	1.95	$	3.86

The following table sets forth the calculation of earnings per share for the nine months ended June 30, 2023 and 2022 (in thousands, except per share data):


Earnings per share:	Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
Numerator:
Net income attributable to OneWater Inc.	$	60,274	$	112,293

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share	14,317		13,791
Effect of dilutive securities:
Restricted stock units	318		414
Employee stock purchase plan	4		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share	14,639		14,205

Earnings per share of Class A common stock – basic	$	4.21	$	8.14
Earnings per share of Class A common stock – diluted	$	4.12	$	7.90

Summary of Antidilutive Securities Excluded From Calculation

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):


	Three Months Ended June 30, 2023	Three Months Ended June 30, 2022
Class B common stock	1,430	1,430
Restricted Stock Units	216	256
	1,646	1,686


	Nine Months Ended June 30, 2023	Nine Months Ended June 30, 2022
Class B common stock	1,430	1,560
Restricted Stock Units	281	233
	1,711	1,793

Summary of Weighted Average Assumptions

The following are the weighted-average assumptions used for the period ended June 30, 2023:


	2023
Dividend yield	0.0	%
Risk-free interest rate	4.8	%
Volatility	45.6	%
Expected life	Six months

Goodwill and Other Identifiable Intangible Assets

9 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Other Identifiable Intangible Assets

Our acquisitions have resulted in the recording of goodwill and other identifiable intangible assets. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. 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 identifiable intangible assets are as follows:


	Goodwill		Trade Names		Developed Technologies		Customer Relationships		Domain Names		Internally Developed Software		Total Intangible Assets, net
($ in thousands)	Unamortized		Unamortized		Amortized		Amortized		Amortized		Amortized
Net balance as of September 30, 2022	378,588		186,779		14,274		101,230		1,970		2,218		306,471
Acquisitions during the nine months ended June 30, 2023	18,480		8,800		-		-		815		652		10,267
Other adjustments during the nine months ended June 30, 2023	401		-		-		-		-		-		-
Accumulated amortization for the nine months ended June 30, 2023	-		-		(1,159)		(8,062)		(359)		(382)		(9,962)
Net balance as of June 30, 2023	$	397,469	$	195,579	$	13,115	$	93,168	$	2,426	$	2,488	$	306,776

Amortization expense was $3.4 million and $10.0 million for the three and nine months ended June 30, 2023, and is recorded in depreciation and amortization expense in the unaudited condensed consolidated statements of operations. Amortization expense was $2.1 million and $4.7 million for the three and nine months ended June 30, 2022. For acquisitions during the nine months ended June 30, 2023, the weighted average useful life of total intangible assets is 4.4 years with the weighted average useful life of acquisitions for domain names and internally developed software being 4.3 and 4.5 years, respectively.

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


2023 (excluding the nine months ended June 30, 2023)	$	3,376
2024	13,506
2025	13,506
2026	13,506
2027	13,271
Thereafter	54,032
	$	111,197

As of June 30, 2023, the carrying value of goodwill totaled $397.5 million, of which $298.5 million was related to our Dealerships reporting segment and $99.0 million was related to our Distribution reporting segment. 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.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 71,755	$ 130,323
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization	19,126	10,816
Equity-based awards	7,185	7,274
Loss (gain) on asset disposals	282	(59)
Non-cash interest expense	9,432	1,370
Deferred income tax provision	2,826	2,030
Change in fair value of contingent consideration	763	11,022
Loss on equity investment	184	0
(Increase) decrease in assets:
Accounts receivable	(35,825)	(41,235)
Inventories	(193,722)	(88,158)
Prepaid expenses and other current assets	(12,958)	(17,770)
Other assets	(2,866)	(160)
Increase (decrease) in liabilities:
Accounts payable	12,372	33,624
Other payables and accrued expenses	(2,414)	8,096
Tax receivable agreement liability	0	313
Customer deposits	(10,337)	4,637
Net cash (used in) provided by operating activities	(134,197)	62,123
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment and construction in progress	(17,001)	(11,649)
Proceeds from disposal of property and equipment	326	122
Cash used for additions to intangible assets	(1,467)	0
Cash used in acquisitions, net of cash acquired	(28,611)	(326,089)
Net cash used in investing activities	(46,753)	(337,616)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from floor plan	175,434	103,103
Proceeds from long-term debt	30,000	240,000
Payments on long-term debt	(17,756)	(18,090)
Payments of debt issuance costs	0	(4,057)
Payments of contingent consideration	(12,259)	(133)
Payments of tax withholdings for equity-based awards	(1,140)	(923)
Proceeds from issuance of Class A common stock as part of employee stock purchase plan	1,063	0
Distributions to members	(613)	(6,457)
Repurchase and retirement of Class A common stock	(1,579)	0
Net cash provided by financing activities	173,150	313,443
Effects of exchange rate changes on cash and restricted cash	15	0
Net change in cash	(7,785)	37,950
Cash and restricted cash at beginning of period	60,947	73,949
Cash and restricted cash at end of period	53,162	111,899
Supplemental cash flow disclosures:
Cash paid for interest	33,520	9,623
Cash paid for income taxes	21,949	6,344
Noncash items:
Acquisition purchase price funded by seller notes payable	0	1,126
Acquisition purchase price funded by contingent consideration	2,550	15,321
Acquisition purchase price funded by issuance of Class A common stock	0	6,834
Purchase of property and equipment funded by long-term debt	1,053	1,423
Right-of-use assets obtained in exchange for new operating lease liabilities	14,826	46,378
Acquisition purchase price funded by affiliate financing	10,600	0
Settlement of affiliate financing with proceeds from sale and leaseback	$ 10,600	$ 0

Fair Value Measures and Disclosures - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Unrealized gain (loss)	$ 96	$ 0	$ (184)	$ 0
Other Assets
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Equity securities, FV-NI, noncurrent	$ 600		$ 600

Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Inventory [Line Items]
Inventory, net	$ 572,932	$ 372,959
New vessels
Inventory [Line Items]
Inventory, net	426,932	243,090
Pre-owned vessels
Inventory [Line Items]
Inventory, net	68,508	51,607
Work in process, parts and accessories
Inventory [Line Items]
Inventory, net	$ 77,492	$ 78,262

Leases (Details)	9 Months Ended
Leases (Details)	Jun. 30, 2023
Leases [Abstract]
Lessor, operating lease, renewal term	1 year
Extended renewal term of lease	10 years

Fair Value Measurements (Tables)

9 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value

The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying unaudited condensed consolidated balance sheets as of June 30, 2023 and September 30, 2022


	June 30, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investment in Equity Securities	$	588	$	-	$	-	$	588
Liabilities:
Contingent Consideration	-		-		25,051		25,051


	September 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investment in Equity Securities	$	772	$	-	$	-	$	772
Liabilities:
Contingent Consideration	-		-		37,402		37,402

Summary of Unrealized Gains (Losses) Recognized Related to Equity Securities

The portion of unrealized gains (losses) recognized related to equity securities still held as of June 30, 2023 consists of the following:


($ in thousands)	Three Months Ended June 30, 2023
Net gain (loss) recognized during the period on equity securities	$	96
Less net gain (loss) recognized during the period on equity securities sold during the period	-
Unrealized gain (loss) recognized during the reporting period on equity securities still held at the reporting date	$	96


($ in thousands)	Nine Months Ended June 30, 2023
Net gain (loss) recognized during the period on equity securities	$	(184)
Less net gain (loss) recognized during the period on equity securities sold during the period	-
Unrealized gain (loss) recognized during the reporting period on equity securities still held at the reporting date	$	(184)

Summary of Changes in Fair Value of Contingent Consideration

The following table sets forth the changes in fair value of our contingent consideration for the three and nine months ended June 30, 2023:


($ in thousands)	Three Months Ended June 30, 2023
Balance as of March 31, 2023	$	26,275
Additions from acquisitions	—
Settlement of contingent consideration	(1,660)
Change in fair value, including accretion	436
Balance as of June 30, 2023	$	25,051


($ in thousands)	Nine Months Ended June 30, 2023
Balance as of September 30, 2022	$	37,402
Additions from acquisitions	2,550
Settlement of contingent consideration	(15,665)
Change in fair value, including accretion	764
Balance as of June 30, 2023	$	25,051

Summary of Significant Accounting Policies - Summary of Percentages on Timing of Revenue Recognition (Details) - Revenue from Contract with Customer Benchmark - Product Concentration Risk	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	100.00%	100.00%	100.00%	100.00%
Goods and services transferred at a point in time
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	94.30%	95.00%	94.00%	94.60%
Goods and services transferred over time
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	5.70%	5.00%	6.00%	5.40%

Long-term Debt and Line of Credit

9 Months Ended

Jun. 30, 2023

Long-Term Debt, Unclassified [Abstract]

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 June 30, 2023.

Long-term debt consisted of the following at:


($ in thousands)	June 30, 2023		September 30, 2022
Term note payable to Truist Bank, secured and bearing interest at 7.14% at June 30, 2023 and 5.31% at September 30, 2022. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027	$	428,313	$	445,000
Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.14% at June 30, 2023. The note requires full repayment on August 9, 2027	30,000		-
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.4% per annum. The notes require monthly installment payments of principal and interest ranging from $100 to $5,600 through July 2028	4,158		4,173
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		1,126
Total debt outstanding	465,653		452,355
Less current portion (net of debt issuance costs)	(23,896)		(21,642)
Less unamortized portion of debt issuance costs	(7,868)		(9,551)
Long-term debt, net of current portion and unamortized debt issuance costs	$	433,889	$	421,162

Fair Value Measures and Disclosures - Summary of Changes in Fair Value of Contingent Consideration (Details) - Liability - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 26,275	$ 37,402
Additions from acquisitions	0	2,550
Settlement of contingent consideration	(1,660)	(15,665)
Change in fair value, including accretion	436	764
Ending balance	$ 25,051	$ 25,051

Related Party Transactions	9 Months Ended
Related Party Transactions	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with the Company. Total purchases incurred under these arrangements were $20.7 million and $14.7 million for the three months ended June 30, 2023 and 2022, respectively, and $68.1 million and $72.9 million for the nine months ended June 30, 2023 and 2022, respectively. In accordance with agreements approved by the Board, certain entities affiliated with the Company receive fees for rent of commercial property. Total expenses incurred under these arrangements were $0.6 million and $0.7 million for the three months ended June 30, 2023 and 2022, respectively, and $1.6 million and $2.0 million for the nine months ended June 30, 2023 and 2022, respectively. Additionally, see Note 4 for information regarding a sale and leaseback transaction with an entity affiliated with the Company in connection with an acquisition by the Company. In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with the Company for goods and services. Total fees recorded under these arrangements were less than $0.1 million and $0.5 million for the three months ended June 30, 2023 and 2022, respectively, and $1.0 million and $5.4 million for the nine months ended June 30, 2023 and 2022, respectively. In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with the Company for goods and services. Total payments recorded under these arrangements were $0.1 million for the three months ended June 30, 2022, and $0.1 million and $0.2 million for the nine months ended June 30, 2023 and 2022, respectively. No payments were recorded under these arrangements for the three months ended June 30, 2023. In connection with transactions noted above, the Company owed $10.4 million and $2.0 million as recorded within accounts payable as of June 30, 2023 and September 30, 2022, respectively. Additionally, the Company was due less than $0.1 million and $0.2 million as recorded within accounts receivable as of June 30, 2023 and September 30, 2022, respectively.

Acquisitions

9 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Acquisitions

The results of operations of acquisitions are included in the accompanying unaudited condensed consolidated financial statements from the acquisition date. The purchase price of acquisitions is allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on information currently available. For the acquisitions of Taylor Marine Centers and Harbor View Marine, the valuation of tangible assets, assumed liabilities and identifiable intangible assets are preliminary as the acquisitions are subject to certain customary closing and post-closing adjustments.

For the nine months ended June 30, 2023, the Company completed the following transactions:

•On October 1, 2022, Taylor Marine Centers with locations in Maryland and Delaware

•On December 1, 2022, Harbor View Marine with locations in Alabama and Florida

Consideration paid for the acquisitions was $41.8 million with $28.6 million paid at closing, $10.6 million in non-cash financing and the remaining $2.6 million in estimated payments of contingent consideration. The estimated payments of contingent consideration are part of earnouts related to the achievement of certain post-acquisition increases in adjusted EBITDA of the acquired companies. The acquisition contingent consideration was developed using weighted average projections based on the Company’s historical experience and current forecasts for the industry. There are no minimum or maximum payouts on the acquisition contingent consideration.

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


Summary of Assets Acquired and Liabilities Assumed
($ in thousands)	Total Acquisitions
Accounts receivable	$	188
Inventories	6,232
Prepaid expenses	73
Property and equipment	11,587
Operating lease right-of-use assets	2,952
Identifiable intangible assets	8,800
Goodwill	18,480
Accounts payable	(17)
Accrued expenses	(354)
Customer deposits	(1,000)
Notes payable - floor plan	(2,228)
Operating lease liabilities	(2,952)
Aggregate acquisition date fair value	$	41,761

Consideration transferred	$	41,761

In connection with the acquisition of Harbor View Marine, an entity affiliated with the Company agreed to acquire the real estate for the two acquired locations, in effect providing non-cash financing. The Company has accounted for this transaction as a sale and leaseback of the properties in our unaudited condensed consolidated financial statements. There was no gain or loss recorded as part of the transaction. The leases for the two properties include an initial term of 15 years and two, five-year renewal options. The leases are accounted for as operating leases and are included in the operating lease right-of-use assets and operating lease liabilities on the unaudited condensed consolidated balance sheet.

We expect substantially all of the goodwill related to acquisitions completed during the nine months ended June 30, 2023 to be deductible for federal income tax purposes. The fair value of trade name intangible assets as of the acquisition date were determined using the relief from royalty model.

Included in our results for the three and nine months ended June 30, 2023, the acquisitions contributed $20.5 million and $47.2 million to our consolidated revenue and $2.9 million and $5.7 million to our income before income tax expense, respectively. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, valuation and other fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $0.1 million and $1.1 million for the three and nine months ended June 30, 2023, respectively. Comparatively, we recorded $1.2 million and $4.9 million in acquisition related transaction costs for the three and nine months ended June 30, 2022, respectively.

The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and nine month period ended June 30, 2023 and 2022 had occurred on October 1, 2021:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
($ in thousands)	(Unaudited)
Pro forma revenue	$	594,339	$	604,513
Pro forma net income	$	33,290	$	69,181


	Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
($ in thousands)	(Unaudited)
Pro forma revenue	$	1,488,033	$	1,522,588
Pro forma net income	$	71,869	$	143,448

The amounts have been calculated by applying our accounting policies and estimates. Pro forma net income has been tax affected based on the Company’s effective tax rate in the historical periods presented.

Stockholders' and Members' Equity - Narrative (Details) $ / shares in Units, $ in Thousands				3 Months Ended			9 Months Ended		12 Months Ended
	Oct. 02, 2023 intallment shares	Oct. 01, 2023 intallment shares	Feb. 23, 2021 shares	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 31, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2022 USD ($) shares	Mar. 31, 2023 USD ($) shares	Mar. 30, 2022 USD ($)
Share-Based Payment Arrangement [Abstract]
Percentage of expected performance targets to be achieved target award				80.00%			80.00%
Authorized amount \| $										$ 50,000
Repurchase and retirement of shares amount \| $					$ 1,579
Stock repurchase program, remaining authorized repurchase amount \| $				$ 48,100			$ 48,100
Equity-based awards \| $							7,185	$ 7,274
Employee stock purchase plan
Share-Based Payment Arrangement [Abstract]
Equity-based awards \| $				200			600
Stock to be purchased under ESPP \| $							$ 1,000
Performance Shares
Share-Based Payment Arrangement [Abstract]
Awarded (in shares) \| shares							83,036
Percentage of target award granted							100.00%
Number of shares of common stock consisted in each unit (in shares) \| shares							1
Share-based payment arrangement, expense \| $				900		$ 1,300	$ 3,000	$ 4,000
Performance Shares \| Forecast
Share-Based Payment Arrangement [Abstract]
Awarded (in shares) \| shares	69,748	13,288
Number of equal annual installments for vesting \| intallment	3
Time-Based Restricted Stock Units
Share-Based Payment Arrangement [Abstract]
Awarded (in shares) \| shares								133,735
Time-Based Restricted Stock Units \| Forecast
Share-Based Payment Arrangement [Abstract]
Awarded (in shares) \| shares	111,185	22,550
Number of equal annual installments for vesting \| intallment		3
Restricted Stock Units
Share-Based Payment Arrangement [Abstract]
Awarded (in shares) \| shares							216,771,000
Share-based payment arrangement, expense \| $				1,900		$ 2,500	$ 6,600	$ 7,300
Nonvested award \| $				$ 5,700			$ 5,700
Cost not yet recognized, period for recognition							1 year 3 months 18 days
Employee stock purchase plan
Share-Based Payment Arrangement [Abstract]
Shares issued as part of employee stock purchase plan (in shares) \| shares							43,692
Shares issued (in shares) \| $ / shares				$ 24.31			$ 24.31
Class A Common Stock
Share-Based Payment Arrangement [Abstract]
Capital shares reserved for future issuance (in shares) \| shares				1,574,646			1,574,646
Repurchased and retired shares (in shares) \| shares							63,353		73,487
Repurchase and retirement of shares amount \| $							$ 1,600		$ 1,900
Percentage of outstanding shares, ESPP issuance			1.00%
Class A Common Stock \| Maximum
Share-Based Payment Arrangement [Abstract]
Shares issued as part of employee stock purchase plan (in shares) \| shares			449,257

Notes Payable - Floor Plan (Details) - Inventory Financing Facility - USD ($) $ in Millions	9 Months Ended
	Jun. 30, 2023	Feb. 14, 2023	Sep. 30, 2022
Line of Credit Facility [Abstract]
Maximum borrowing capacity		$ 550.0
Outstanding balance of facility	$ 444.8		$ 267.1
Line of credit facility, remaining borrowing capacity	$ 105.2		$ 232.9
Minimum \| New Inventory
Line of Credit Facility [Abstract]
Credit facility, interest rate	7.93%		5.33%
Minimum \| Pre-owned Inventory
Line of Credit Facility [Abstract]
Credit facility, interest rate	8.18%		5.58%
Maximum \| New Inventory
Line of Credit Facility [Abstract]
Credit facility, interest rate	10.18%		7.58%
Maximum \| Pre-owned Inventory
Line of Credit Facility [Abstract]
Credit facility, interest rate	10.43%		7.83%
Wells Fargo
Line of Credit Facility [Abstract]
Percentage of finance provided of vendor invoice price	100.00%
SOFR
Line of Credit Facility [Abstract]
Debt instrument, term of variable rate	30 days
SOFR \| Minimum \| New Boats
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	2.75%
SOFR \| Maximum \| New Boats
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	5.00%
Boat Rate \| New Boats
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	0.25%

New Accounting Pronouncements	9 Months Ended
New Accounting Pronouncements	Jun. 30, 2023
Accounting Standards Update and Change in Accounting Principle [Abstract]
New Accounting Pronouncements	New Accounting Pronouncements 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI https://asc.fasb.org/topic&trid=2122394

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-URI https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(2)
-URI https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iv)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 5
-Subparagraph (SAB Topic 11.M.Q2)
-URI https://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (h)(2)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 326
-SubTopic 10
-Section 65
-Paragraph 4
-Subparagraph (e)(2)
-URI https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 848
-SubTopic 10
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=125980421&loc=SL122150809-237846

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(2)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section S99
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=122038215&loc=SL108384541-122693

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 842
-SubTopic 10
-Section 65
-Paragraph 5
-Subparagraph (f)(1)
-URI https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(2)
-URI https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (c)(2)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL126732908-238011

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 842
-SubTopic 10
-Section 65
-Paragraph 5
-Subparagraph (f)(3)
-URI https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL126732908-238011

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (c)(3)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL126732908-238011

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
-URI https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-URI https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 926
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
-URI https://asc.fasb.org/extlink&oid=120154821&loc=SL120154904-197079

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (e)(3)
-URI https://asc.fasb.org/extlink&oid=126983955&loc=SL121967933-165497

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 848
-SubTopic 10
-Section 65
-Paragraph 2
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 65
-Paragraph 8
-Subparagraph (e)(3)
-URI https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277

+ Details

Stockholders' and Members' Equity - Summary of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	1,646	1,686	1,711	1,793
Restricted Stock Units
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	216	256	281	233
Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	1,430	1,430	1,430	1,560

Goodwill and Other Identifiable Intangible Assets (Tables)

9 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill and Identifiable Intangible Assets

The changes in goodwill and identifiable intangible assets are as follows:


	Goodwill		Trade Names		Developed Technologies		Customer Relationships		Domain Names		Internally Developed Software		Total Intangible Assets, net
($ in thousands)	Unamortized		Unamortized		Amortized		Amortized		Amortized		Amortized
Net balance as of September 30, 2022	378,588		186,779		14,274		101,230		1,970		2,218		306,471
Acquisitions during the nine months ended June 30, 2023	18,480		8,800		-		-		815		652		10,267
Other adjustments during the nine months ended June 30, 2023	401		-		-		-		-		-		-
Accumulated amortization for the nine months ended June 30, 2023	-		-		(1,159)		(8,062)		(359)		(382)		(9,962)
Net balance as of June 30, 2023	$	397,469	$	195,579	$	13,115	$	93,168	$	2,426	$	2,488	$	306,776

Summary of Expected Amortization Expense

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


2023 (excluding the nine months ended June 30, 2023)	$	3,376
2024	13,506
2025	13,506
2026	13,506
2027	13,271
Thereafter	54,032
	$	111,197

Related Party Transactions (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Related Party Transactions [Abstract]
Accounts payable, related parties	$ 10.4		$ 10.4		$ 2.0
Accounts receivable, related parties (less than in 2023)	0.1		0.1		$ 0.2
Affiliated Entity
Related Party Transactions [Abstract]
Purchase of inventories	20.7	$ 14.7	68.1	$ 72.9
Related party transaction, expenses from transactions with related party	0.6	0.7	1.6	2.0
Affiliated Entities and Individuals
Related Party Transactions [Abstract]
Revenue from related parties (less than in three months ended 2023)	0.1	0.5	1.0	5.4
Costs and expenses, related party	$ 0.0	$ 0.1	$ 0.1	$ 0.2

- 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

Description of Company and Basis of Presentation	9 Months Ended
Description of Company and Basis of Presentation	Jun. 30, 2023
Description of Company and Basis of Presentation [Abstract]
Description of Company and Basis of Presentation	Description of Company and Basis of Presentation Description of the Business OneWater Marine Inc. (“OneWater Inc.”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “IPO”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Inc., the “Company”), OneWater Inc. is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned and majority-owned subsidiaries. The Company is one of the largest recreational boat retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of June 30, 2023, the Company operated a total of 100 retail locations, 11 distribution centers/warehouses and multiple online marketplaces in 20 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 stores, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences such as corporate downsizing, inclement weather such as hurricanes and other storms, environmental conditions, and other events could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business. Sales of new boats from the Company’s top ten brands represent approximately 40.2% and 42.9% of total sales for the nine months ended June 30, 2023 and 2022, 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 14.4% and 15.6% of consolidated revenue for the nine months ended June 30, 2023 and 2022, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company. Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc. operates and controls all of the businesses and affairs of OneWater LLC. Through OneWater LLC and its wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, OneWater Inc. conducts its business. As a result, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc., which will reduce net income (loss) attributable to OneWater Inc.’s Class A stockholders. As of June 30, 2023, 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, LLC, 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 unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc.’s Annual Report on Form 10-K for the year ended September 30, 2022. All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the year ending on September 30.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Class A Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Non-controlling Interest	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Sep. 30, 2021			13,277,000	1,819,000
Beginning balance at Sep. 30, 2021	$ 254,833		$ 133	$ 18	$ 150,825	$ 74,952	$ 28,905	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	23,486					20,019	3,467
Distributions to members	(619)					(442)	(177)
Non-controlling interest in subsidiary	19,311						19,311
Exchange of B shares for A shares (in shares)			389,000	(389,000)
Exchange of B shares for A shares	0		$ 4	$ (4)	7,405		(7,405)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	(283)				(283)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)			53,000
Shares issued upon vesting of equity-based awards, net of tax withholding	(468)		$ 1		(469)
Shares issued in connection with a business combination (in shares)			133,000
Shares issued in connection with a business combination	6,834		$ 1		6,833
Equity-based compensation	2,100				2,100
Ending balance (in shares) at Dec. 31, 2021			13,852,000	1,430,000
Ending balance at Dec. 31, 2021	305,194		$ 139	$ 14	166,411	94,529	44,101	0
Beginning balance (in shares) at Sep. 30, 2021			13,277,000	1,819,000
Beginning balance at Sep. 30, 2021	254,833		$ 133	$ 18	150,825	74,952	28,905	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	130,323
Currency translation adjustment	0
Ending balance (in shares) at Jun. 30, 2022			14,133,000	1,430,000
Ending balance at Jun. 30, 2022	423,668		$ 141	$ 14	178,347	186,536	58,630	0
Beginning balance (in shares) at Dec. 31, 2021			13,852,000	1,430,000
Beginning balance at Dec. 31, 2021	305,194		$ 139	$ 14	166,411	94,529	44,101	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	42,354					36,297	6,057
Distributions to members	(871)					(266)	(605)
Exchange of B shares for A shares	0				(574)		574
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)			27,000
Shares issued upon vesting of equity-based awards, net of tax withholding	(455)				(455)
Equity-based compensation	2,713				2,713
Ending balance (in shares) at Mar. 31, 2022			13,879,000	1,430,000
Ending balance at Mar. 31, 2022	348,935		$ 139	$ 14	168,095	130,560	50,127	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	64,483					55,977	8,506
Distributions to members	(4)					(1)	(3)
Shares issued in connection with a business combination (in shares)			254,000
Shares issued in connection with a business combination	7,793		$ 2		7,791
Equity-based compensation	2,461				2,461
Currency translation adjustment	0
Ending balance (in shares) at Jun. 30, 2022			14,133,000	1,430,000
Ending balance at Jun. 30, 2022	423,668		$ 141	$ 14	178,347	186,536	58,630	0
Beginning balance (in shares) at Mar. 31, 2022			13,879,000	1,430,000
Beginning balance at Mar. 31, 2022	348,935		$ 139	$ 14	168,095	130,560	50,127	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Repurchase and retirement of Treasury (in shares)		(73,487)
Repurchase and retirement of Treasury		$ (1,900)
Ending balance (in shares) at Mar. 31, 2023			14,306,000	1,430,000
Ending balance at Mar. 31, 2023	486,377		$ 143	$ 14	184,520	235,754	65,936	10
Beginning balance (in shares) at Sep. 30, 2022			14,212,000	1,430,000
Beginning balance at Sep. 30, 2022	444,877		$ 142	$ 14	180,296	204,880	59,552	(7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	11,428					8,900	2,528
Distributions to members	(319)					(10)	(309)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)			86,000
Shares issued upon vesting of equity-based awards, net of tax withholding	(754)		$ 1		(755)
Equity-based compensation	2,572				2,572
Currency translation adjustment	11						1	10
Ending balance (in shares) at Dec. 31, 2022			14,298,000	1,430,000
Ending balance at Dec. 31, 2022	457,815		$ 143	$ 14	182,113	213,770	61,772	3
Beginning balance (in shares) at Sep. 30, 2022			14,212,000	1,430,000
Beginning balance at Sep. 30, 2022	444,877		$ 142	$ 14	180,296	204,880	59,552	(7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	71,755
Repurchase and retirement of Treasury (in shares)		(63,353)
Repurchase and retirement of Treasury		$ (1,600)
Currency translation adjustment	15
Ending balance (in shares) at Jun. 30, 2023			14,318,000	1,430,000
Ending balance at Jun. 30, 2023	521,563		$ 143	$ 14	186,642	264,325	70,433	6
Beginning balance (in shares) at Dec. 31, 2022			14,298,000	1,430,000
Beginning balance at Dec. 31, 2022	457,815		$ 143	$ 14	182,113	213,770	61,772	3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	27,037					22,804	4,233
Distributions to members	(72)					(2)	(70)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)			27,000
Shares issued upon vesting of equity-based awards, net of tax withholding	(386)				(386)
Shares issued as part of employee stock purchase plan (in shares)			44,000
Shares issued as part of employee stock purchase plan	1,063		$ 1		1,062
Repurchase and retirement of Treasury (in shares)			(63,000)
Repurchase and retirement of Treasury	(1,579)		$ (1)		(760)	(818)
Equity-based compensation	2,491				2,491
Currency translation adjustment	8						1	7
Ending balance (in shares) at Mar. 31, 2023			14,306,000	1,430,000
Ending balance at Mar. 31, 2023	486,377		$ 143	$ 14	184,520	235,754	65,936	10
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	33,290					28,570	4,720
Distributions to members	(222)					1	(223)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)			12,000
Equity-based compensation	2,122				2,122
Currency translation adjustment	(4)							(4)
Ending balance (in shares) at Jun. 30, 2023			14,318,000	1,430,000
Ending balance at Jun. 30, 2023	$ 521,563		$ 143	$ 14	$ 186,642	$ 264,325	$ 70,433	$ 6

Stockholders' and Members' Equity - Summary of Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Numerator:
Net income attributable to OneWater Inc.	$ 28,570	$ 55,977	$ 60,274	$ 112,293
Class A Common Stock
Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share (in shares)	14,314	14,133	14,317	13,791
Effect of dilutive securities:
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share (in shares)	14,675	14,512	14,639	14,205
Earnings per share of Class A common stock - basic (in dollars per share)	$ 2.00	$ 3.96	$ 4.21	$ 8.14
Earnings per share of Class A common stock - diluted (in dollars per share)	$ 1.95	$ 3.86	$ 4.12	$ 7.90
Class A Common Stock \| Employee stock purchase plan
Effect of dilutive securities:
Restricted stock unit and employee stock purchase plan (in shares)	5	0	4	0
Class A Common Stock \| Restricted Stock Units
Effect of dilutive securities:
Restricted stock unit and employee stock purchase plan (in shares)	356	379	318	414

Fair Value Measurements

9 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

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, those used in the reporting unit valuation in the annual goodwill impairment evaluation and those used in the valuation of contingent consideration.

The availability of observable inputs can vary and is affected by a wide variety of factors. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Accordingly, the degree of judgment required in determining fair value is greatest for assets and liabilities categorized in Level 3. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed is determined based on the lowest level input that is significant to the fair value measurement. Fair value measurements can be volatile based on various factors that may or may not be within the Company’s control.


	June 30, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investment in Equity Securities	$	588	$	-	$	-	$	588
Liabilities:
Contingent Consideration	-		-		25,051		25,051


	September 30, 2022
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investment in Equity Securities	$	772	$	-	$	-	$	772
Liabilities:
Contingent Consideration	-		-		37,402		37,402

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the three and nine months ended June 30, 2023.

We measure all equity investments that do not result in consolidation and are not accounted for under the equity method at fair value with the change in fair value included in other expense (income), net, in the unaudited condensed consolidated statements of operations. The fair value of equity investments is measured using quoted prices in its active markets. The investment in equity securities balance is recorded in other long-term assets in the unaudited condensed consolidated balance sheets and consists of a $0.6 million investment in Forza X1, Inc.

The portion of unrealized gains (losses) recognized related to equity securities still held as of June 30, 2023 consists of the following:


($ in thousands)	Three Months Ended June 30, 2023
Net gain (loss) recognized during the period on equity securities	$	96
Less net gain (loss) recognized during the period on equity securities sold during the period	-
Unrealized gain (loss) recognized during the reporting period on equity securities still held at the reporting date	$	96


($ in thousands)	Nine Months Ended June 30, 2023
Net gain (loss) recognized during the period on equity securities	$	(184)
Less net gain (loss) recognized during the period on equity securities sold during the period	-
Unrealized gain (loss) recognized during the reporting period on equity securities still held at the reporting date	$	(184)

There were no unrealized gains or losses recognized for the three and nine months ended June 30, 2022 related to equity securities.

We estimate the fair value of contingent consideration using a probability-weighted discounted cash flow model based on forecasted future earnings or other agreed upon metrics including the production of acquisition leads. The acquisition contingent consideration liability has been accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The contingent consideration balance is recorded in other payables and accrued expenses and other long-term liabilities in the unaudited condensed consolidated balance sheets. Changes in fair value and net present value of contingent consideration are recorded in change in fair value of contingent consideration in the unaudited condensed consolidated statements of operations. The fair value of contingent consideration is reassessed on a quarterly basis.

The following table sets forth the changes in fair value of our contingent consideration for the three and nine months ended June 30, 2023:


($ in thousands)	Three Months Ended June 30, 2023
Balance as of March 31, 2023	$	26,275
Additions from acquisitions	—
Settlement of contingent consideration	(1,660)
Change in fair value, including accretion	436
Balance as of June 30, 2023	$	25,051


($ in thousands)	Nine Months Ended June 30, 2023
Balance as of September 30, 2022	$	37,402
Additions from acquisitions	2,550
Settlement of contingent consideration	(15,665)
Change in fair value, including accretion	764
Balance as of June 30, 2023	$	25,051

- 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

Fair Value Measures and Disclosures - Summary of Financial Assets and Liabilities Measured at Fair Value (Details) - Reported Value Measurement - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Assets:
Investment in Equity Securities	$ 588	$ 772
Liabilities:
Contingent Consideration	25,051	37,402
Level 1
Assets:
Investment in Equity Securities	588	772
Liabilities:
Contingent Consideration	0	0
Level 2
Assets:
Investment in Equity Securities	0	0
Liabilities:
Contingent Consideration	0	0
Level 3
Assets:
Investment in Equity Securities	0	0
Liabilities:
Contingent Consideration	$ 25,051	$ 37,402

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation (in percent)	23.00%	22.60%	22.90%	21.90%
Tax receivable agreement liability	$ 46.4		$ 46.4		$ 46.4
Percentage of net cash savings			85.00%

Acquisitions - Summary of Unaudited Pro Forma Results of Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Combination and Asset Acquisition [Abstract]
Pro forma revenue	$ 594,339	$ 604,513	$ 1,488,033	$ 1,522,588
Pro forma net income	$ 33,290	$ 69,181	$ 71,869	$ 143,448

Segment Information

9 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Information

Segment InformationAs of June 30, 2023, we had two reportable segments: (1) Dealerships and (2) Distribution. See Note 2 for more information about our segments.

Reportable segment financial information as of and for the three and nine months ended June 30, 2023 are as follows:


	As of and for the Three Months Ended June 30, 2023
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	543,312	$	51,180	$	(153)	$	594,339
Income (loss) from operations	59,699		388		(7)		60,080

Depreciation and amortization	2,768		3,816		-		6,584
Transaction costs	9		88		-		97
Change in fair value of contingent consideration	390		46		-		436

Total assets	1,368,783		402,559		(25)		1,771,317


	As of and for the Nine Months Ended June 30, 2023
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	1,348,433	$	137,049	$	(153)	$	1,485,329
Income (loss) from operations	137,938		(2,425)		(7)		135,506

Depreciation and amortization	7,706		11,420		-		19,126
Transaction costs	1,432		236		-		1,668
Change in fair value of contingent consideration	474		289		-		763

Total assets	1,368,783		402,559		(25)		1,771,317

The Company identified the change in reportable segments as of August 9, 2022 and as such no financial information is presented as of and for the three and nine months ended June 30, 2022.

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 26
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8844-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 15
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8657-108599

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 21
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-URI https://asc.fasb.org/topic&trid=2134510

+ Details

Accounts Receivable

9 Months Ended

Jun. 30, 2023

Receivables [Abstract]

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 activity for charges and subsequent recoveries is immaterial.

Accounts receivable consisted of the following:


($ in thousands)	June 30, 2023		September 30, 2022
Contracts in transit	$	51,337	$	14,543
Trade accounts receivable	33,129		37,359
Manufacturer receivable	10,373		7,224
Total accounts receivable	94,839		59,126
Less – allowance for credit losses	(867)		(1,166)
Total accounts receivable, net	$	93,972	$	57,960

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenues:
Total revenues	$ 594,339	$ 568,900	$ 1,485,329	$ 1,347,299
Cost of sales (exclusive of depreciation and amortization shown separately below):
Total cost of sales	434,905	384,961	1,069,210	919,853
Selling, general and administrative expenses	92,841	87,867	260,872	222,455
Depreciation and amortization	5,980	4,073	17,310	10,549
Transaction costs	97	1,337	1,668	5,158
Change in fair value of contingent consideration	436	3,118	763	11,022
Income from operations	60,080	87,544	135,506	178,262
Other expense (income):
Interest expense – floor plan	7,436	1,131	17,687	3,056
Interest expense – other	9,077	3,311	25,265	7,937
Other expense (income), net	361	(166)	(465)	491
Total other expense, net	16,874	4,276	42,487	11,484
Income before income tax expense	43,206	83,268	93,019	166,778
Income tax expense	9,916	18,785	21,264	36,455
Net income	33,290	64,483	71,755	130,323
Less: Net income attributable to non-controlling interests	(938)	(959)	(3,468)	(1,970)
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC	(3,782)	(7,547)	(8,013)	(16,060)
Net income attributable to OneWater Marine Inc.	28,570	55,977	60,274	112,293
New boat
Revenues:
Total revenues	371,645	376,886	959,334	903,104
Cost of sales (exclusive of depreciation and amortization shown separately below):
Total cost of sales	295,483	274,544	745,767	659,046
Pre-owned boat
Revenues:
Total revenues	111,469	98,181	242,641	227,484
Cost of sales (exclusive of depreciation and amortization shown separately below):
Total cost of sales	86,414	68,749	184,898	164,078
Finance & insurance income
Revenues:
Total revenues	19,028	18,979	43,286	43,234
Service, parts & other
Revenues:
Total revenues	92,197	74,854	240,068	173,477
Cost of sales (exclusive of depreciation and amortization shown separately below):
Total cost of sales	$ 53,008	$ 41,668	$ 138,545	$ 96,729
Class A Common Stock
Other expense (income):
Earnings per share, basic (in dollars per share)	$ 2.00	$ 3.96	$ 4.21	$ 8.14
Earnings per share, diluted (in dollars per share)	$ 1.95	$ 3.86	$ 4.12	$ 7.90
Weighted-average number of shares used to compute net loss per share, basic (in shares)	14,314	14,133	14,317	13,791
Weighted-average number of shares used to compute net loss per share, diluted (in shares)	14,675	14,512	14,639	14,205

Accounts Receivable (Details) - USD ($) $ in Thousands	9 Months Ended
Accounts Receivable (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Finance contracts maximum funding period	30 days
Total accounts receivable	$ 94,839	$ 59,126
Less – allowance for credit losses	(867)	(1,166)
Total accounts receivable, net	93,972	57,960
Contracts in transit
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	51,337	14,543
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	33,129	37,359
Manufacturer receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 10,373	$ 7,224

Description of Company and Basis of Presentation (Policies)	9 Months Ended
	Jun. 30, 2023
Description of Company and Basis of Presentation [Abstract]
Principles of Consolidation	Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc. operates and controls all of the businesses and affairs of OneWater LLC. Through OneWater LLC and its wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, OneWater Inc. conducts its business. As a result, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc., which will reduce net income (loss) attributable to OneWater Inc.’s Class A stockholders. As of June 30, 2023, 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, LLC, 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 unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc.’s Annual Report on Form 10-K for the year ended September 30, 2022. All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the year ending on September 30.
Cash	Cash At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At June 30, 2023 and September 30, 2022, 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 CashRestricted cash relates to amounts collected for pre-owned sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Total customer deposits are shown as a liability on the consolidated balance sheets. These liabilities may be more than the applicable restricted cash balances and fluctuate due to timing differences and because in certain states the deposits are not restricted from use.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of acquired, manufactured and assembled parts and accessories is determined using methods which vary by subsidiary and include both the average cost method and first-in, first-out (“FIFO”).
Goodwill and Other Identifiable Intangible Assets	Goodwill and Other Identifiable Intangible Assets Goodwill and intangible assets are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, ‘‘Intangibles - Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states 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. Identifiable intangible assets primarily consist of trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed. The Company has determined that trade names have an indefinite life, as there are no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the Company, and therefore, are not subject to amortization. Developed technologies and customer relationships are amortized over their estimated useful lives of ten years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets.
Sales Tax	Sales Tax The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax on and concurrent with specific sales transactions. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales.
Revenue Recognition	Revenue Recognition Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time. We are the principal with respect to revenue from new, pre-owned and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and accessories sold directly to a customer (not on a repair order) is recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) 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 $4.8 million and $3.7 million as of June 30, 2023 and September 30, 2022. 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 commission is recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2023 and 2022.
Income Taxes	Income Taxes OneWater Inc. is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations.
Vendor Consideration Received	Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and valuation of contingent consideration.
Segment Information	Segment Information Effective August 9, 2022, we completed the 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 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.
New Accounting Pronouncements	New Accounting Pronouncements 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.

Long-term Debt and Line of Credit - Narrative (Details) $ in Millions	Aug. 09, 2022 USD ($)
A&R Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 445.0
A&R Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	65.0
Increase in revolving commitment	$ 125.0
A&R Credit Facility \| Term SOFR \| Minimum
Debt Instrument [Line Items]
Debt instrument, variable interest rate	1.75%
A&R Credit Facility \| Term SOFR \| Maximum
Debt Instrument [Line Items]
Debt instrument, variable interest rate	2.75%
A&R Credit Facility \| Letter of Credit
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5.0
A&R Credit Facility \| Swingline Loans
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5.0

Acquisitions - Narrative (Details)	3 Months Ended		9 Months Ended
Acquisitions - Narrative (Details)	Jun. 30, 2023 USD ($) location property renewal_option	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) location property renewal_option	Jun. 30, 2022 USD ($)
Acquisition [Abstract]
Consideration transferred	$ 41,800,000		$ 41,800,000
Cash paid for acquisition			28,611,000	$ 326,089,000
Noncash acquisition purchase price funded by affiliate financing			10,600,000	0
Contingent consideration, liability	2,600,000		2,600,000
Minimum payout due of contingent consideration	0		0
Maximum payout due of contingent consideration	$ 0		$ 0
Number of retail locations \| location	100		100
Revenue from contract with customer	$ 594,339,000	$ 568,900,000	$ 1,485,329,000	1,347,299,000
Income before income tax expense	43,206,000	83,268,000	93,019,000	166,778,000
Costs related to acquisition	$ 100,000	$ 1,200,000	$ 1,100,000	$ 4,900,000
Harbor View Marine Acquisition
Acquisition [Abstract]
Number of retail locations \| property	2		2
Gain (loss) on sale and leaseback transaction			$ 0
Term of contract	15 years		15 years
Number of lease renewal options \| renewal_option	2		2
Renewal term	5 years		5 years
Total Acquisitions
Acquisition [Abstract]
Consideration transferred	$ 41,761,000		$ 41,761,000
Revenue from contract with customer	20,500,000		47,200,000
Income before income tax expense	$ 2,900,000		$ 5,700,000

Acquisitions - Summary of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
Summary of Assets Acquired and Liabilities Assumed
Goodwill	$ 397,469	$ 378,588
Consideration transferred	41,800
Total Acquisitions
Summary of Assets Acquired and Liabilities Assumed
Accounts receivable	188
Inventories	6,232
Prepaid expenses	73
Property and equipment	11,587
Operating lease right-of-use assets	2,952
Identifiable intangible assets	8,800
Goodwill	18,480
Accounts payable	(17)
Accrued expenses	(354)
Customer deposits	(1,000)
Notes payable - floor plan	(2,228)
Operating lease liabilities	(2,952)
Aggregate acquisition date fair value	41,761
Consideration transferred	$ 41,761

Long-term Debt and Line of Credit (Tables)

9 Months Ended

Jun. 30, 2023

Long-Term Debt, Unclassified [Abstract]

Summary of Long-term Debt and Line of Credit

Long-term debt consisted of the following at:


($ in thousands)	June 30, 2023		September 30, 2022
Term note payable to Truist Bank, secured and bearing interest at 7.14% at June 30, 2023 and 5.31% at September 30, 2022. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027	$	428,313	$	445,000
Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.14% at June 30, 2023. The note requires full repayment on August 9, 2027	30,000		-
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.4% per annum. The notes require monthly installment payments of principal and interest ranging from $100 to $5,600 through July 2028	4,158		4,173
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		1,126
Total debt outstanding	465,653		452,355
Less current portion (net of debt issuance costs)	(23,896)		(21,642)
Less unamortized portion of debt issuance costs	(7,868)		(9,551)
Long-term debt, net of current portion and unamortized debt issuance costs	$	433,889	$	421,162

- 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.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69B
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 55
-Paragraph 69E
-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823

Reference 11: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644

+ Details

Accounts Receivable (Tables)

9 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Summary of Accounts Receivable

Accounts receivable consisted of the following:


($ in thousands)	June 30, 2023		September 30, 2022
Contracts in transit	$	51,337	$	14,543
Trade accounts receivable	33,129		37,359
Manufacturer receivable	10,373		7,224
Total accounts receivable	94,839		59,126
Less – allowance for credit losses	(867)		(1,166)
Total accounts receivable, net	$	93,972	$	57,960

Description of Company and Basis of Presentation (Details)	9 Months Ended
	Jun. 30, 2023 location center state	Jun. 30, 2022	Dec. 31, 2021
Description of Company and Basis of Presentation [Line Items]
Number of retail locations \| location	100
Number of distribution centers \| center	11
Number of states in which entity operates \| state	20
Economic interest of quality assets and operations			80.00%
OneWater LLC
Description of Company and Basis of Presentation [Line Items]
Ownership interest in subsidiaries	90.90%
Revenue Benchmark \| Product Concentration Risk \| Top Ten Brands
Description of Company and Basis of Presentation [Line Items]
Concentration risk, percentage	40.20%	42.90%
Revenue Benchmark \| Supplier Concentration Risk \| Malibu Boats, Inc
Description of Company and Basis of Presentation [Line Items]
Concentration risk, percentage	14.40%	15.60%

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Sep. 30, 2022
CURRENT ASSETS:
Cash	$ 45,409	$ 42,071
Restricted cash	7,753	18,876
Accounts receivable, net	93,972	57,960
Inventories, net	572,932	372,959
Prepaid expenses and other current assets	88,399	75,024
Total current assets	808,465	566,890
Property and equipment, net	118,965	109,713
Operating lease right-of-use assets	127,973	123,955
Other long-term assets	6,062	3,378
Deferred tax assets, net	5,607	8,433
Intangible assets, net	306,776	306,471
Goodwill	397,469	378,588
Total assets	1,771,317	1,497,428
CURRENT LIABILITIES:
Accounts payable	40,096	27,306
Other payables and accrued expenses	61,558	55,237
Customer deposits	56,123	65,460
Notes payable – floor plan	444,770	267,108
Current portion of operating lease liabilities	13,914	12,981
Current portion of long-term debt, net	23,896	21,642
Current portion of tax receivable agreement liability	2,363	2,363
Total current liabilities	642,720	452,097
Other long-term liabilities	13,597	23,174
Tax receivable agreement liability	43,991	43,991
Long-term operating lease liabilities	115,557	112,127
Long-term debt, net	433,889	421,162
Total liabilities	1,249,754	1,052,551
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of June 30, 2023 and September 30, 2022	0	0
Additional paid-in capital	186,642	180,296
Retained earnings	264,325	204,880
Accumulated other comprehensive income (loss)	6	(7)
Total stockholders’ equity attributable to OneWater Marine Inc.	451,130	385,325
Equity attributable to non-controlling interests	70,433	59,552
Total stockholders’ equity	521,563	444,877
Total liabilities and stockholders’ equity	1,771,317	1,497,428
Class A Common Stock
STOCKHOLDERS’ EQUITY
Common stock value	143	142
Class B Common Stock
STOCKHOLDERS’ EQUITY
Common stock value	$ 14	$ 14

Inventories

9 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following at:


($ in thousands)	June 30, 2023		September 30, 2022
New vessels	$	426,932	$	243,090
Pre-owned vessels	68,508		51,607
Work in process, parts and accessories	77,492		78,262
	$	572,932	$	372,959

Stockholders' and Members' Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units	9 Months Ended
	Jun. 30, 2023 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	559,793,000
Awarded (in shares) \| shares	216,771,000
Vested (in shares) \| shares	(163,393,000)
Forfeited (in shares) \| shares	(2,001,000)
Ending balance (in shares) \| shares	611,170,000
Weighted Average Grant Date Fair Value
Beginning balance (in dollars per share) \| $ / shares	$ 28.01
Awarded (in dollars per shares) \| $ / shares	30.08
Vested (in dollars per shares) \| $ / shares	23.44
Forfeited (in dollars per shares) \| $ / shares	38.66
Ending balance (in dollars per share) \| $ / shares	$ 29.93

Fair Value Measures and Disclosures - Summary of Unrealized Losses Recognized Related to Equity Securities (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Fair Value Disclosures [Abstract]
Net gain (loss) recognized during the period on equity securities	$ 96	$ 0	$ (184)	$ 0
Less net gain (loss) recognized during the period on equity securities sold during the period	0		0
Unrealized gain (loss) recognized during the reporting period on equity securities still held at the reporting date	$ 96		$ (184)

Contingencies and Commitments	9 Months Ended
Contingencies and Commitments	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Contingencies and Commitments	Contingencies and Commitments Employment Agreements The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies. Claims and Litigation The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, 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.

Segment Information (Details) $ in Thousands	3 Months Ended		9 Months Ended
Segment Information (Details) $ in Thousands	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) segment	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)
Segment Information [Abstract]
Number of reportable segments \| segment			2
Revenue	$ 594,339	$ 568,900	$ 1,485,329	$ 1,347,299
Income (loss) from operations	60,080	87,544	135,506	178,262
Depreciation and amortization	6,584		19,126	10,816
Transaction costs	97	1,337	1,668	5,158
Change in fair value of contingent consideration	436	$ 3,118	763	$ 11,022
Total assets	1,771,317		1,771,317		$ 1,497,428
Eliminations
Segment Information [Abstract]
Revenue	(153)		(153)
Income (loss) from operations	(7)		(7)
Depreciation and amortization	0		0
Transaction costs	0		0
Change in fair value of contingent consideration	0		0
Total assets	(25)		(25)
Dealerships \| Operating Segments
Segment Information [Abstract]
Revenue	543,312		1,348,433
Income (loss) from operations	59,699		137,938
Depreciation and amortization	2,768		7,706
Transaction costs	9		1,432
Change in fair value of contingent consideration	390		474
Total assets	1,368,783		1,368,783
Distribution \| Operating Segments
Segment Information [Abstract]
Revenue	51,180		137,049
Income (loss) from operations	388		(2,425)
Depreciation and amortization	3,816		11,420
Transaction costs	88		236
Change in fair value of contingent consideration	46		289
Total assets	$ 402,559		$ 402,559

Goodwill and Other Identifiable Intangible Assets - Summary of Expected Amortization Expense (Details) $ in Thousands	Jun. 30, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (excluding the nine months ended June 30, 2023)	$ 3,376
2024	13,506
2025	13,506
2026	13,506
2027	13,271
Thereafter	54,032
Total	$ 111,197

Inventories (Tables)

9 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories consisted of the following at:


($ in thousands)	June 30, 2023		September 30, 2022
New vessels	$	426,932	$	243,090
Pre-owned vessels	68,508		51,607
Work in process, parts and accessories	77,492		78,262
	$	572,932	$	372,959

Goodwill and Other Identifiable Intangible Assets - Summary of Changes in Goodwill and Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill [Roll Forward]
Net balance - beginning of period			$ 378,588
Acquisition			18,480
Other adjustments			401
Net balance - end of period	$ 397,469		397,469
Intangible Assets Disclosure [Roll Forward]
Net balance - beginning of period			306,471
Acquisitions			10,267
Accumulated amortization	(3,400)	$ (2,100)	(9,962)	$ (4,700)
Net balance - end of period	306,776		306,776
Developed Technologies
Intangible Assets Disclosure [Roll Forward]
Net balance - beginning of period			14,274
Acquisitions			0
Accumulated amortization			(1,159)
Net balance - end of period	13,115		13,115
Customer Relationships
Intangible Assets Disclosure [Roll Forward]
Net balance - beginning of period			101,230
Acquisitions			0
Accumulated amortization			(8,062)
Net balance - end of period	93,168		93,168
Domain Names
Intangible Assets Disclosure [Roll Forward]
Net balance - beginning of period			1,970
Acquisitions			815
Accumulated amortization			(359)
Net balance - end of period	2,426		2,426
Internally Developed Software
Intangible Assets Disclosure [Roll Forward]
Net balance - beginning of period			2,218
Acquisitions			652
Accumulated amortization			(382)
Net balance - end of period	2,488		2,488
Trade Names
Intangible Assets Disclosure [Roll Forward]
Net balance - beginning of period			186,779
Acquisitions			8,800
Net balance - end of period	$ 195,579		$ 195,579

Notes Payable - Floor Plan	9 Months Ended
Notes Payable - Floor Plan	Jun. 30, 2023
Debt Disclosure [Abstract]
Notes Payable - Floor Plan	Notes Payable — Floor Plan The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks. The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”). On February 14, 2023, the Company and certain of its subsidiaries entered into the Fourth Amendment to 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 under the Inventory Financing Facility to $550.0 million. The Inventory Financing Facility expires on December 1, 2023. The outstanding balance of the facility was $444.8 million and $267.1 million, as of June 30, 2023 and September 30, 2022, respectively. Interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility) (“SOFR”) plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. Interest on pre-owned boats is calculated at the new boat rate plus 0.25%. Wells Fargo will finance 100.0% of the vendor invoice price for new boats, engines, and trailers. As of June 30, 2023 the interest rate on the Inventory Financing Facility ranged from 7.93% to 10.18% for new inventory and 8.18% to 10.43% for pre-owned inventory. 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. Borrowing capacity available at June 30, 2023 and September 30, 2022 was $105.2 million and $232.9 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 June 30, 2023. 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI https://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Goodwill and Other Identifiable Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Sep. 30, 2022
Indefinite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 3,400	$ 2,100	$ 9,962	$ 4,700
Weighted average useful life			4 years 4 months 24 days
Goodwill	397,469		$ 397,469		$ 378,588
Domain Names
Indefinite-Lived Intangible Assets [Line Items]
Amortization of intangible assets			$ 359
Weighted average useful life			4 years 3 months 18 days
Internally Developed Software
Indefinite-Lived Intangible Assets [Line Items]
Amortization of intangible assets			$ 382
Weighted average useful life			4 years 6 months
Dealerships
Indefinite-Lived Intangible Assets [Line Items]
Goodwill	298,500		$ 298,500		280,000
Distribution
Indefinite-Lived Intangible Assets [Line Items]
Goodwill	$ 99,000		$ 99,000		$ 98,600

- Definition

Amount after accumulated impairment loss of an asset representing future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

+ References + Details

Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Jun. 30, 2023	Jun. 30, 2023
Contract With Customer, Liability [Roll Forward]
Beginning contract liability	$ 59,020	$ 65,460
Revenue recognized from contract liabilities included in the beginning balance	(36,011)	(62,655)
Increases due to business combinations and cash received, net of amounts recognized in revenue during the period	33,114	53,318
Ending contract liability	$ 56,123	$ 56,123

Summary of Significant Accounting Policies

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Cash

At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At June 30, 2023 and September 30, 2022, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk.

Restricted Cash

Restricted cash relates to amounts collected for pre-owned sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Total customer deposits are shown as a liability on the consolidated balance sheets. These liabilities may be more than the applicable restricted cash balances and fluctuate due to timing differences and because in certain states the deposits are not restricted from use.

Inventories

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

Goodwill and Other Identifiable Intangible Assets

Goodwill and intangible assets are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, ‘‘Intangibles - Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states 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.

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

Sales Tax

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

Revenue Recognition

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

Revenue from parts and accessories sold directly to a customer (not on a repair order) is recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) 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 $4.8 million and $3.7 million as of June 30, 2023 and September 30, 2022.

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 commission is recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the three and nine months ended June 30, 2023 and 2022.

Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s unaudited condensed consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel or part/accessory is transferred to the customer. The activity in customer deposits for the three and nine months ended June 30, 2023 is as follows:


($ in thousands)	Three Months Ended June 30, 2023		Nine Months Ended June 30, 2023
Beginning contract liability	$	59,020	$	65,460
Revenue recognized from contract liabilities included in the beginning balance	(36,011)		(62,655)
Increases due to business combinations and cash received, net of amounts recognized in revenue during the period	33,114		53,318
Ending contract liability	$	56,123	$	56,123

The following tables set forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2023 and 2022.


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
Goods and services transferred at a point in time	94.3	%	95.0	%
Goods and services transferred over time	5.7	%	5.0	%
Total Revenue	100.0	%	100.0	%


	Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
Goods and services transferred at a point in time	94.0	%	94.6	%
Goods and services transferred over time	6.0	%	5.4	%
Total Revenue	100.0	%	100.0	%

Income Taxes

OneWater Inc. is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.

OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns.

When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations.

Vendor Consideration Received

Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and valuation of contingent consideration.

Segment Information

Effective August 9, 2022, we completed the 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 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.

Leases	9 Months Ended
Leases	Jun. 30, 2023
Leases [Abstract]
Leases	Leases The Company leases real estate and equipment under operating lease agreements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. For leases with terms in excess of 12 months, we record a right-of-use (“ROU”) asset and lease liability based on the present value of lease payments over the lease term. We do not have any significant leases that have not yet commenced that create significant rights and obligations for us. The Company has elected the practical expedient not to separate lease and non-lease components for all leases that qualify. Our real estate and equipment leases often require payment of maintenance, real estate taxes and insurance. These costs are generally variable and based on actual costs incurred by the lessor. These amounts are not included in the consideration of the contract when determining the ROU asset and lease liability but are reflected as variable lease payments. Most leases include one or more options to renew, with renewal terms that can extend the lease from one 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. 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.

Summary of Significant Accounting Policies - Narrative (Details) $ in Millions	9 Months Ended
	Jun. 30, 2023 USD ($) segment	Sep. 30, 2022 USD ($)
Accounting Policies [Abstract]
Property, plant and equipment, useful life	10 years
Allowance for credit loss, current \| $	$ 4.8	$ 3.7
Number of operating segments \| segment	2

Income Taxes	9 Months Ended
Income Taxes	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is a corporation and, as a result, is subject to U.S. federal, state and local income taxes. OneWater LLC is treated as a pass-through entity for U.S. federal tax purposes and in most state and local jurisdictions. As such, OneWater LLC’s members, including the Company, are liable for federal and state income taxes on their respective shares of OneWater LLC’s taxable income. Our effective tax rates of 23.0% and 22.6% for the three months ending June 30, 2023 and 2022, respectively, and 22.9% and 21.9% for the nine months ending June 30, 2023 and 2022, respectively, differ from statutory rates primarily due to earnings allocated to non-controlling interests. 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 asset in the future. The Company has not recorded a valuation allowance. As of June 30, 2023 and September 30, 2022, 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 June 30, 2023 and September 30, 2022, our liability under the Tax Receivable Agreement was $46.4 million, representing 85% of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc. anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc.’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)). The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability to make payments under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc.’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 21
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 17
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-URI https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 10
-Section 50
-Paragraph 14
-URI https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 270
-Section 50
-Paragraph 1
-URI https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-URI https://asc.fasb.org/topic&trid=2144680

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 740
-SubTopic 30
-Section 50
-Paragraph 2
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Acquisitions (Tables)

9 Months Ended

Jun. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Summary of Assets Acquired and Liabilities Assumed

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


Summary of Assets Acquired and Liabilities Assumed
($ in thousands)	Total Acquisitions
Accounts receivable	$	188
Inventories	6,232
Prepaid expenses	73
Property and equipment	11,587
Operating lease right-of-use assets	2,952
Identifiable intangible assets	8,800
Goodwill	18,480
Accounts payable	(17)
Accrued expenses	(354)
Customer deposits	(1,000)
Notes payable - floor plan	(2,228)
Operating lease liabilities	(2,952)
Aggregate acquisition date fair value	$	41,761

Consideration transferred	$	41,761

Summary of Unaudited Pro Forma Results of Operations

The following unaudited pro forma summary presents consolidated information as if all acquisitions in the three and nine month period ended June 30, 2023 and 2022 had occurred on October 1, 2021:


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
($ in thousands)	(Unaudited)
Pro forma revenue	$	594,339	$	604,513
Pro forma net income	$	33,290	$	69,181


	Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
($ in thousands)	(Unaudited)
Pro forma revenue	$	1,488,033	$	1,522,588
Pro forma net income	$	71,869	$	143,448

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 33,290	$ 64,483	$ 71,755	$ 130,323
Other comprehensive income:
Foreign currency translation adjustment	(4)	0	15	0
Comprehensive income	33,286	64,483	71,770	130,323
Less: Net income attributable to non-controlling interests	(938)	(959)	(3,468)	(1,970)
Less: Net income attributable to non-controlling interests of One Water Marine Holdings, LLC	(3,782)	(7,547)	(8,013)	(16,060)
Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC	0	0	(2)	0
Comprehensive income attributable to One Water Marine Holdings, Inc.	$ 28,566	$ 55,977	$ 60,287	$ 112,293

- 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

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1A
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (a)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 9
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794

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)(4)(i))
-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)(4)(i))
-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 280
-SubTopic 10
-Section 50
-Paragraph 22
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 10: 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 11: 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 12: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 50
-Paragraph 6
-URI https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 230
-SubTopic 10
-Section 45
-Paragraph 2
-URI https://asc.fasb.org/extlink&oid=126954810&loc=d3e3000-108585

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 19
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 18: 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)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 7
-URI https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(2)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 235
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-05(b)(2))
-URI https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884

Reference 23: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 220
-SubTopic 10
-Section 45
-Paragraph 1B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580

Reference 25: 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 26: 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)(A))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 27: 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 28: 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)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 29: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(ii))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 50
-Paragraph 1A
-Subparagraph (c)(1)
-URI https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684

Reference 31: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4J
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686

Reference 32: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 55
-Paragraph 4K
-URI https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 8
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794

+ Details

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Contract Liabilities

The activity in customer deposits for the three and nine months ended June 30, 2023 is as follows:


($ in thousands)	Three Months Ended June 30, 2023		Nine Months Ended June 30, 2023
Beginning contract liability	$	59,020	$	65,460
Revenue recognized from contract liabilities included in the beginning balance	(36,011)		(62,655)
Increases due to business combinations and cash received, net of amounts recognized in revenue during the period	33,114		53,318
Ending contract liability	$	56,123	$	56,123

Summary of Percentages on Timing of Revenue Recognition

The following tables set forth percentages on the timing of revenue recognition for the three and nine months ended June 30, 2023 and 2022.


	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
Goods and services transferred at a point in time	94.3	%	95.0	%
Goods and services transferred over time	5.7	%	5.0	%
Total Revenue	100.0	%	100.0	%


	Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
Goods and services transferred at a point in time	94.0	%	94.6	%
Goods and services transferred over time	6.0	%	5.4	%
Total Revenue	100.0	%	100.0	%

Cover - shares	9 Months Ended
Cover - shares	Jun. 30, 2023	Jul. 24, 2023
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Document Transition Report	false
Entity File Number	001-39213
Entity Registrant Name	OneWater Marine Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-4330138
Entity Address, Address Line One	6275 Lanier Islands Parkway
Entity Address, City or Town	Buford
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30518
City Area Code	678
Local Phone Number	541-6300
Title of 12(b) Security	Class A common stock, par value $0.01 per share
Trading Symbol	ONEW
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001772921
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		14,357,163
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,429,940

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Sep. 30, 2022
Preferred stock, par or stated value per share (in usd per shares)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par or stated value per share (in usd per shares)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares, issued (in shares)	14,316,518	14,211,621
Common stock, shares, outstanding (in shares)	14,316,518	14,211,621
Class B Common Stock
Common stock, par or stated value per share (in usd per shares)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares, issued (in shares)	1,429,940	1,429,940
Common stock, shares, outstanding (in shares)	1,429,940	1,429,940

Segment Information (Tables)

9 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Summary of Reportable Segment Financial Information

Reportable segment financial information as of and for the three and nine months ended June 30, 2023 are as follows:


	As of and for the Three Months Ended June 30, 2023
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	543,312	$	51,180	$	(153)	$	594,339
Income (loss) from operations	59,699		388		(7)		60,080

Depreciation and amortization	2,768		3,816		-		6,584
Transaction costs	9		88		-		97
Change in fair value of contingent consideration	390		46		-		436

Total assets	1,368,783		402,559		(25)		1,771,317


	As of and for the Nine Months Ended June 30, 2023
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	1,348,433	$	137,049	$	(153)	$	1,485,329
Income (loss) from operations	137,938		(2,425)		(7)		135,506

Depreciation and amortization	7,706		11,420		-		19,126
Transaction costs	1,432		236		-		1,668
Change in fair value of contingent consideration	474		289		-		763

Total assets	1,368,783		402,559		(25)		1,771,317

Long-term Debt and Line of Credit - Summary of Long-term Debt and Line of Credit (Details) - USD ($) $ in Thousands	9 Months Ended
	Jun. 30, 2023	Sep. 30, 2022
Debt Instrument [Line Items]
Total debt outstanding	$ 465,653	$ 452,355
Less current portion (net of debt issuance costs)	(23,896)	(21,642)
Less unamortized portion of debt issuance costs	(7,868)	(9,551)
Long-term debt, net of current portion and unamortized debt issuance costs	433,889	421,162
Term note payable to Truist Bank, secured and bearing interest at 7.14% at June 30, 2023 and 5.31% at September 30, 2022. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027
Debt Instrument [Line Items]
Total debt outstanding	$ 428,313	$ 445,000
Debt instrument, interest rate, stated percentage	7.14%	5.31%
Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.14% at June 30, 2023. The note requires full repayment on August 9, 2027
Debt Instrument [Line Items]
Total debt outstanding	$ 30,000	$ 0
Debt instrument, interest rate, stated percentage	7.14%
Line of credit facility, maximum borrowing capacity	$ 65,000
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.4% per annum. The notes require monthly installment payments of principal and interest ranging from $100 to $5,600 through July 2028
Debt Instrument [Line Items]
Total debt outstanding	$ 4,158	4,173
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.4% per annum. The notes require monthly installment payments of principal and interest ranging from $100 to $5,600 through July 2028 \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	0.00%
Debt instrument, periodic payment	$ 100
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.4% per annum. The notes require monthly installment payments of principal and interest ranging from $100 to $5,600 through July 2028 \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	8.40%
Debt instrument, periodic payment	$ 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
Debt Instrument [Line Items]
Total debt outstanding	$ 2,056	2,056
Debt instrument, interest rate, stated percentage	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
Debt Instrument [Line Items]
Total debt outstanding	$ 1,126	$ 1,126
Debt instrument, interest rate, stated percentage	4.00%

Stockholders' and Members' Equity - Summary of Employee Stock Purchase Plan (Details)	9 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Dividend yield	0.00%
Risk-free interest rate	4.80%
Volatility	45.60%
Expected life	6 months

Stockholders' and Members' Equity

9 Months Ended

Jun. 30, 2023

Equity [Abstract]

Stockholders' and Members' Equity

Stockholders’ and Members’ 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 1,574,646. The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.

During the nine months ended June 30, 2023, the Board approved the grant of 83,036 performance-based restricted stock units, which represents 100% of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals. A performance-based restricted stock unit equals one share of common stock of the Company. Of this amount, 13,288 performance-based restricted stock units fully vest on October 1, 2023 and the remaining 69,748 restricted stock units vest in three equal annual installments commencing on October 1, 2023. As of June 30, 2023, the Company estimated achievement of the performance targets at 80%.

During the nine months ended June 30, 2023, the Board approved the grant of 133,735 time-based restricted stock units. Of this amount, 22,550 restricted stock units fully vest on October 1, 2023 and the remaining 111,185 restricted stock units vest in three equal annual installments commencing on October 1, 2023.

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-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the applicable vesting period. The Company recognized $1.9 million and $2.5 million of compensation expense for the three months ended June 30, 2023 and 2022, respectively, which includes $0.9 million and $1.3 million of compensation expense for the three months ended June 30, 2023 and 2022, respectively, for performance-based restricted stock units. The Company recognized $6.6 million and $7.3 million of compensation expense for the nine months ended June 30, 2023 and 2022, respectively, which includes $3.0 million and $4.0 million of compensation expense for the nine months ended June 30, 2023 and 2022, respectively, for the performance-based restricted stock units.

The following table further summarizes activity related to restricted stock units for the nine months ended June 30, 2023:


	Restricted Stock Unit Awards
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at September 30, 2022	559,793	$	28.01
Awarded	216,771	30.08
Vested	(163,393)	23.44
Forfeited	(2,001)	38.66
Unvested at June 30, 2023	611,170	$	29.93

As of June 30, 2023, the total unrecognized compensation expense related to outstanding equity awards was $5.7 million, which the Company expects to recognize over a weighted-average period of 1.3 years.

We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares issued 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 Class A common stock outstanding during the period. Diluted earnings per share is computed by giving effect to all potentially dilutive shares.

The following table sets forth the calculation of earnings per share for the three months ended June 30, 2023 and 2022 (in thousands, except per share data):


Earnings per share:	Three Months Ended June 30, 2023		Three Months Ended June 30, 2022
Numerator:
Net income attributable to OneWater Inc.	$	28,570	$	55,977

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share	14,314		14,133
Effect of dilutive securities:
Restricted stock units	356		379
Employee stock purchase plan	5		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share	14,675		14,512

Earnings per share of Class A common stock – basic	$	2.00	$	3.96
Earnings per share of Class A common stock – diluted	$	1.95	$	3.86

The following table sets forth the calculation of earnings per share for the nine months ended June 30, 2023 and 2022 (in thousands, except per share data):


Earnings per share:	Nine Months Ended June 30, 2023		Nine Months Ended June 30, 2022
Numerator:
Net income attributable to OneWater Inc.	$	60,274	$	112,293

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share	14,317		13,791
Effect of dilutive securities:
Restricted stock units	318		414
Employee stock purchase plan	4		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share	14,639		14,205

Earnings per share of Class A common stock – basic	$	4.21	$	8.14
Earnings per share of Class A common stock – diluted	$	4.12	$	7.90

On March 30, 2022, the Board approved a share repurchase program up to $50 million. During the nine months ended June 30, 2023, the Company repurchased and retired 63,353 shares of Class A common stock under the repurchase program for a purchase price of approximately $1.6 million. As of June 30, 2023 the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $1.9 million. As of June 30, 2023, approximately $48.1 million remained available for future purchase under the repurchase program. The repurchase program does not have a predetermined expiration date.

Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted earnings per share under the two-class method has not been presented.


	Three Months Ended June 30, 2023	Three Months Ended June 30, 2022
Class B common stock	1,430	1,430
Restricted Stock Units	216	256
	1,646	1,686


	Nine Months Ended June 30, 2023	Nine Months Ended June 30, 2022
Class B common stock	1,430	1,560
Restricted Stock Units	281	233
	1,711	1,793

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 449,257 shares of the Company’s Class A common stock may be issued under the ESPP as of June 30, 2023, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan.

The Company recorded equity-based compensation of $0.2 million and $0.6 million during the three and nine months ended June 30, 2023, respectively, related to the ESPP. As of June 30, 2023, the Company had current liabilities of $1.0 million for future purchases of shares under the ESPP. During the nine months ended June 30, 2023, 43,692 shares were issued under the ESPP at an average price per share of $24.31.

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 period ended June 30, 2023:


	2023
Dividend yield	0.0	%
Risk-free interest rate	4.8	%
Volatility	45.6	%
Expected life	Six months

Distributions

During the nine months ended June 30, 2023, the Company made distributions to OneWater Unit Holders for certain permitted tax payments.

- 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

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (h)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 16
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (i)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 50
-Paragraph 6
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126731327&loc=SL126733271-114008

+ Details