0001772921-24-000037 | 10-Q | XBRL Viewer

Goodwill and Intangible Assets (Tables)

6 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of Changes in Goodwill and Identifiable Intangible Assets

The changes in goodwill and intangible assets are as follows:


	Goodwill		Trade Names		Developed Technologies		Customer Relationships		Domain Names		Internally Developed Software		Total Intangible Assets, net
($ in thousands)	Unamortized		Unamortized		Amortized		Amortized		Amortized		Amortized
Net balance as of September 30, 2023	336,602		149,921		4,419		52,114		2,387		3,483		212,324
Acquisitions during the six months ended March 31, 2024	—		—		—		—		—		621		621
Accumulated amortization for the six months ended March 31, 2024	—		—		(185)		(2,662)		(318)		(491)		(3,656)
Net balance as of March 31, 2024	$	336,602	$	149,921	$	4,234	$	49,452	$	2,069	$	3,613	$	209,289

Summary of Expected Amortization Expense

The following table summarizes the expected amortization expense for fiscal years 2024 through 2028 and thereafter ($ in thousands):


2024 (excluding the six months ended March 31, 2024)	$	4,164
2025	8,329
2026	8,329
2027	8,086
2028	6,638
Thereafter	23,822
	$	59,368

Goodwill and Intangible Assets

6 Months Ended

Mar. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

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


	Goodwill		Trade Names		Developed Technologies		Customer Relationships		Domain Names		Internally Developed Software		Total Intangible Assets, net
($ in thousands)	Unamortized		Unamortized		Amortized		Amortized		Amortized		Amortized
Net balance as of September 30, 2023	336,602		149,921		4,419		52,114		2,387		3,483		212,324
Acquisitions during the six months ended March 31, 2024	—		—		—		—		—		621		621
Accumulated amortization for the six months ended March 31, 2024	—		—		(185)		(2,662)		(318)		(491)		(3,656)
Net balance as of March 31, 2024	$	336,602	$	149,921	$	4,234	$	49,452	$	2,069	$	3,613	$	209,289

Amortization expense was $2.1 million and $3.3 million for the three months ended March 31, 2024 and 2023, respectively, $3.7 million and $6.6 million for the six months ended March 31, 2024 and 2023, respectively, and is recorded in depreciation and amortization expense in the unaudited condensed consolidated statements of operations. For internally developed software acquisitions during the six months ended March 31, 2024, the weighted average useful life is 3.8 years.

The following table summarizes the expected amortization expense for fiscal years 2024 through 2028 and thereafter ($ in thousands):


2024 (excluding the six months ended March 31, 2024)	$	4,164
2025	8,329
2026	8,329
2027	8,086
2028	6,638
Thereafter	23,822
	$	59,368

As of March 31, 2024 and September 30, 2023, the carrying value of goodwill totaled approximately $336.6 million, of which $295.3 million was related to our Dealerships reporting segment and $41.3 million was related to our Distribution reporting segment.

Summary of Significant Accounting Policies - Summary of Contract Liabilities (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2024
Contract With Customer, Liability [Roll Forward]
Beginning contract liability	$ 50,977	$ 51,649
Revenue recognized from contract liabilities included in the beginning balance	(30,078)	(42,049)
Increases due to cash received, net of amounts recognized in revenue during the period	25,637	36,936
Ending contract liability	$ 46,536	$ 46,536

Income Taxes	6 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The Company is a corporation and, as a result, is subject to U.S. federal, state and local income taxes. OneWater LLC is treated as a pass-through entity for U.S. federal tax purposes and in most state and local jurisdictions. As such, OneWater LLC’s members, including the Company, are liable for federal and state income taxes on their respective shares of OneWater LLC’s taxable income. Our effective tax rates of 29.0% and 22.8% for the three months ending March 31, 2024 and 2023, respectively, and 24.8% and 22.8% for the six months ending March 31, 2024 and 2023, respectively, differ from statutory rates primarily due to (loss) earnings allocated to non-controlling interests and limitations on officer's compensation. The Company has federal net operating loss carryforwards from underlying corporate entities of approximately $6.0 million resulting in a deferred tax asset of $1.6 million as of September 30, 2023. The U.S. federal net operating loss carryforwards have no expiration but can only be used to offset up to 80% of future taxable income annually. The Company projects to fully utilize the net operating losses during the current and subsequent fiscal years. The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing temporary differences, projected future taxable income, tax planning strategies and recent results of operations. Based on our cumulative earnings history and forecasted future sources of taxable income, we believe that we will fully realize our deferred tax assets in the future. The Company has not recorded a valuation allowance. As of March 31, 2024 and September 30, 2023, the Company has not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is subject to examination in the US Federal and certain state tax jurisdictions for the tax years beginning with the year ended December 31, 2020. In November 2022, the Company received notification that the IRS intends to commence an audit of the federal income tax return of OneWater LLC’s partnership for the tax year ended December 31, 2020. The audit is ongoing and the outcome and timing of settlements of asserted income tax liabilities, if any, are uncertain. 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 March 31, 2024 and September 30, 2023, our liability under the Tax Receivable Agreement was $43.1 million, representing 85% of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)). The projection of future taxable income involves significant judgment. Actual taxable income may differ from our estimates, which could significantly impact our ability to make payments under the Tax Receivable Agreement. We have determined it is more-likely-than-not that we will be able to utilize all of our deferred tax assets subject to the Tax Receivable Agreement; therefore, we have recorded a liability under the Tax Receivable Agreement related to the tax savings we may realize from certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or Call Right (each as defined in the OneWater LLC Agreement). If we determine the utilization of these deferred tax assets is not more-likely-than-not in the future, our estimate of amounts to be paid under the Tax Receivable Agreement would be reduced. In this scenario, the reduction of the liability under the Tax Receivable Agreement would result in a benefit to our consolidated statements of operations.

- Definition

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

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+ Details

Inventories (Tables)

6 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories consisted of the following at:


($ in thousands)	March 31, 2024		September 30, 2023
New vessels	$	536,126	$	471,147
Pre-owned vessels	78,425		61,627
Work in process, parts and accessories	72,926		76,842
Total inventories, net	$	687,477	$	609,616

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Inventory [Line Items]
Total inventories, net	$ 687,477	$ 609,616
New vessels
Inventory [Line Items]
Total inventories, net	536,126	471,147
Pre-owned vessels
Inventory [Line Items]
Total inventories, net	78,425	61,627
Work in process, parts and accessories
Inventory [Line Items]
Total inventories, net	$ 72,926	$ 76,842

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2024	Sep. 30, 2023
Preferred stock, par or stated value per share (in usd per shares)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock
Common stock, par or stated value per share (in usd per shares)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares, issued (in shares)	14,593,318	14,420,129
Common stock, shares, outstanding (in shares)	14,593,318	14,420,129
Class B Common Stock
Common stock, par or stated value per share (in usd per shares)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares, issued (in shares)	1,429,940	1,429,940
Common stock, shares, outstanding (in shares)	1,429,940	1,429,940

Subsequent Events	6 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsOn May 1, 2024, the Company completed the acquisition of Garden State Yacht Sales pursuant to the terms of the purchase agreement. The aggregate consideration is subject to the customary post-closing adjustments and is not individually significant.

Accounts Receivable

6 Months Ended

Mar. 31, 2024

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. Accounts receivable as of September 30, 2023 also consisted of a receivable resulting from the fiscal year 2023 disposition of Roscioli Yachting Center. The proceeds on disposal were received during the six months ended March 31, 2024.

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

Accounts receivable consisted of the following:


($ in thousands)	March 31, 2024		September 30, 2023
Contracts in transit	$	48,517	$	25,425
Trade accounts receivable	34,862		32,065
Income tax receivable	16,534		—
Manufacturer receivable	10,852		11,288
Receivable for proceeds on the disposition of a business	—		45,100
Total accounts receivable	110,765		113,878
Less – allowance for credit losses	(623)		(703)
Total accounts receivable, net	$	110,142	$	113,175

Leases	6 Months Ended
Leases	Mar. 31, 2024
Leases [Abstract]
Leases	Leases The Company leases real estate and equipment under operating lease agreements. Leases with an initial term of 12 months or less are not recorded on the balance sheet. We recognize lease expense for these leases on a straight-line basis over the lease term. For leases with terms in excess of 12 months, we record a right-of-use (“ROU”) asset and lease liability based on the present value of lease payments over the lease term. We do not have any significant leases that have not yet commenced that create significant rights and obligations for us. The Company has elected the practical expedient not to separate lease and non-lease components for all leases that qualify. Our real estate and equipment leases often require payment of maintenance, real estate taxes and insurance. These costs are generally variable and based on actual costs incurred by the lessor. These amounts are not included in the consideration of the contract when determining the ROU asset and lease liability but are reflected as variable lease payments. Most leases include one or more options to renew, with renewal terms that can extend the lease from one 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.

Long-term Debt and Line of Credit (Tables)

6 Months Ended

Mar. 31, 2024

Long-Term Debt, Unclassified [Abstract]

Summary of Long-term Debt and Line of Credit

Long-term debt consisted of the following at:


($ in thousands)	March 31, 2024		September 30, 2023
Term note payable to Truist Bank, secured and bearing interest at 7.83% at March 31, 2024 and 7.53% at September 30, 2023. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027	$	392,156	$	428,313
Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.83% at March 31, 2024 and 7.50% at September 30, 2023. The note requires full repayment on August 9, 2027	30,000		30,000
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029	3,150		3,645
Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024	1,126		1,126
Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2023	—		2,056
Total debt outstanding	426,432		465,140
Less current portion (net of debt issuance costs)	(8,640)		(29,324)
Less unamortized portion of debt issuance costs	(7,100)		(7,377)
Long-term debt, net of current portion and unamortized debt issuance costs	$	410,692	$	428,439

- Definition

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

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+ Details

Restructuring and Impairment (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]
Restructuring charges	$ 11.8	$ 0.0	$ 11.8	$ 0.0
Accounts Payable
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	0.2		0.2
Other payables and accrued expenses
Restructuring Cost and Reserve [Line Items]
Restructuring reserve	$ 1.8		$ 1.8

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

New Accounting Pronouncements	6 Months Ended
New Accounting Pronouncements	Mar. 31, 2024
Accounting Standards Update and Change in Accounting Principle [Abstract]
New Accounting Pronouncements	New Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which is intended to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2025. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which is intended to improve the transparency, effectiveness and comparability of income tax disclosures by requiring greater disaggregation of information and additional disclosures. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2026. Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements.

- Definition

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

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-Paragraph 2
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147482615/740-10-65-8

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 20: http://www.xbrl.org/2003/role/disclosureRef
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Reference 21: http://www.xbrl.org/2003/role/disclosureRef
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Reference 22: http://www.xbrl.org/2003/role/disclosureRef
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Reference 23: http://www.xbrl.org/2003/role/disclosureRef
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-Section 65
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-Subparagraph (e)(1)
-Publisher FASB
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Reference 24: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (e)(2)
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(1)
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-URI https://asc.fasb.org//1943274/2147483194/926-20-65-2

Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)(3)
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 1
-Subparagraph (c)(1)
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Subparagraph (b)(1)
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Reference 31: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//250/tableOfContent

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-SubTopic 20
-Topic 310
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$ (12,479)	$ 38,465
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization	10,470	12,542
Equity-based awards	4,669	5,063
Loss on asset disposals	109	210
Non-cash interest expense	1,665	3,077
Deferred income tax provision	2,837	1,453
Change in fair value of contingent consideration	1,928	327
Loss on equity investment	135	280
(Increase) decrease in assets:
Accounts receivable	(38,464)	(22,893)
Inventories	(77,606)	(214,150)
Prepaid expenses and other current assets	10,848	11,181
Other assets	4,697	(1,812)
Increase (decrease) in liabilities:
Accounts payable	10,735	5,726
Other payables and accrued expenses	(760)	(1,288)
Customer deposits	(5,112)	(7,440)
Net cash used in operating activities	(86,328)	(169,259)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment and construction in progress	(14,823)	(12,029)
Proceeds from disposal of property and equipment	119	287
Cash used for additions to intangible assets	(621)	(26)
Cash used in acquisitions, net of cash acquired	0	(28,611)
Proceeds from disposal of a business	45,100	0
Net cash provided by (used in) investing activities	29,775	(40,379)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings from floor plan	90,671	216,063
Proceeds from long-term debt	20,000	30,000
Payments on long-term debt	(58,864)	(11,874)
Payments of debt issuance costs	(695)	0
Payments of contingent consideration	(5,888)	(11,787)
Payments of tax withholdings for equity-based awards	(1,883)	(1,140)
Proceeds from issuance of Class A common stock as part of employee stock purchase plan	732	1,063
Distributions to members	(3,800)	(391)
Purchase of non-controlling interest	(18,840)	0
Repurchase and retirement of Class A common stock	0	(1,579)
Net cash provided by financing activities	21,433	220,355
Effects of exchange rate changes on cash and restricted cash	(5)	19
Net change in cash	(35,125)	10,736
Cash and restricted cash at beginning of period	93,310	60,947
Cash and restricted cash at end of period	58,185	71,683
Supplemental cash flow disclosures:
Cash paid for interest	33,016	23,362
Cash paid for income taxes	5,852	13,388
Noncash items:
Acquisition purchase price funded by contingent consideration	0	2,550
Purchase of property and equipment funded by long-term debt	156	1,053
Right-of-use assets obtained in exchange for new operating lease liabilities	5,342	7,978
Acquisition purchase price funded by affiliate financing	0	10,600
Settlement of affiliate financing with proceeds from sale and leaseback	$ 0	$ 10,600

Fair Value Measurements (Tables)

6 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Summary of Financial Assets and Liabilities Measured at Fair Value

The following tables summarize the Company’s financial assets and liabilities measured at fair value in the accompanying unaudited condensed consolidated balance sheets as of March 31, 2024 and September 30, 2023


	March 31, 2024
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investment in Equity Securities	$	191	$	-	$	-	$	191
Liabilities:
Contingent Consideration	-		-		15,529		15,529


	September 30, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investment in Equity Securities	$	326	$	-	$	-	$	326
Liabilities:
Contingent Consideration	-		-		21,181		21,181

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

The portion of unrealized losses recognized related to equity securities still held as of March 31, 2024 and 2023 consists of the following:


($ in thousands)	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Net loss recognized during the period on equity securities	$	23	$	20
Less net loss recognized during the period on equity securities sold during the period	-		-
Unrealized loss recognized during the reporting period on equity securities still held at the reporting date	$	23	$	20


($ in thousands)	Six Months Ended March 31, 2024		Six Months Ended March 31, 2023
Net loss recognized during the period on equity securities	$	135	$	280
Less net loss recognized during the period on equity securities sold during the period	-		-
Unrealized loss recognized during the reporting period on equity securities still held at the reporting date	$	135	$	280

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 six months ended March 31, 2024:


($ in thousands)	Three Months Ended March 31, 2024
Balance as of December 31, 2023	$	20,565
Additions from acquisitions	—
Settlement of contingent consideration	(8,168)
Change in fair value, including accretion	3,132
Balance as of March 31, 2024	$	15,529


($ in thousands)	Six Months Ended March 31, 2024
Balance as of September 30, 2023	$	21,181
Additions from acquisitions	—
Settlement of contingent consideration	(9,356)
Change in fair value, including accretion	3,704
Balance as of March 31, 2024	$	15,529

Segment Information (Details) $ in Thousands	3 Months Ended		6 Months Ended
Segment Information (Details) $ in Thousands	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)
Segment Information [Abstract]
Number of reportable segments \| segment			2
Revenue	$ 488,321	$ 524,331	$ 852,334	$ 890,990
Income (loss) from operations	13,855	48,890	20,326	75,426
Depreciation and amortization	5,564	6,360	10,470	12,542
Transaction costs	145	241	724	1,571
Change in fair value of contingent consideration	3,132	1,736	3,704	327
Restructuring and impairment	11,847	0	11,847	0
Total assets	1,712,614	1,770,451	1,712,614	1,770,451	$ 1,689,159
Eliminations
Segment Information [Abstract]
Revenue	(69)	0	(129)	0
Income (loss) from operations	(5)	0	(12)	0
Depreciation and amortization	0	0	0	0
Transaction costs	0	0	0	0
Change in fair value of contingent consideration	0	0	0	0
Restructuring and impairment	0	0	0	0
Total assets	(3)	0	(3)	0
Dealerships \| Operating Segments
Segment Information [Abstract]
Revenue	450,209	478,348	781,816	805,121
Income (loss) from operations	14,944	48,386	21,887	78,239
Depreciation and amortization	3,066	2,564	5,968	4,938
Transaction costs	104	241	544	1,423
Change in fair value of contingent consideration	3,132	1,626	3,704	83
Restructuring and impairment	10,699	0	10,699	0
Total assets	1,473,755	1,361,097	1,473,755	1,361,097
Distribution \| Operating Segments
Segment Information [Abstract]
Revenue	38,181	45,983	70,647	85,869
Income (loss) from operations	(1,084)	504	(1,549)	(2,813)
Depreciation and amortization	2,498	3,796	4,502	7,604
Transaction costs	41	0	180	148
Change in fair value of contingent consideration	0	110	0	244
Restructuring and impairment	1,148	0	1,148	0
Total assets	$ 238,862	$ 409,354	$ 238,862	$ 409,354

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
CURRENT ASSETS:
Cash	$ 46,999	$ 84,648
Restricted cash	11,186	8,662
Accounts receivable, net	110,142	113,175
Inventories, net	687,477	609,616
Prepaid expenses and other current assets	55,499	65,798
Total current assets	911,303	881,899
Property and equipment, net	89,217	81,532
Operating lease right-of-use assets	132,736	135,667
Other long-term assets	1,238	6,069
Deferred tax assets, net	32,229	35,066
Intangible assets, net	209,289	212,324
Goodwill	336,602	336,602
Total assets	1,712,614	1,689,159
CURRENT LIABILITIES:
Accounts payable	41,402	27,113
Other payables and accrued expenses	56,219	54,826
Customer deposits	46,536	51,649
Notes payable – floor plan	579,695	489,024
Current portion of operating lease liabilities	15,170	14,568
Current portion of long-term debt, net	8,640	29,324
Current portion of tax receivable agreement liability	2,447	2,447
Total current liabilities	750,109	668,951
Other long-term liabilities	8,274	13,693
Tax receivable agreement liability	40,688	40,688
Long-term operating lease liabilities	120,379	123,310
Long-term debt, net	410,692	428,439
Total liabilities	1,330,142	1,275,081
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of March 31, 2024 and September 30, 2023	0	0
Additional paid-in capital	197,250	193,018
Retained earnings	154,290	165,432
Accumulated other comprehensive (loss) income	(3)	1
Total stockholders’ equity attributable to OneWater Marine Inc.	351,697	358,609
Equity attributable to non-controlling interests	30,775	55,469
Total stockholders’ equity	382,472	414,078
Total liabilities and stockholders’ equity	1,712,614	1,689,159
Class A Common Stock
STOCKHOLDERS’ EQUITY
Common stock value	146	144
Class B Common Stock
STOCKHOLDERS’ EQUITY
Common stock value	$ 14	$ 14

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Total revenues	$ 488,321	$ 524,331	$ 852,334	$ 890,990
Cost of sales (exclusive of depreciation and amortization shown separately below):
Total cost of sales	367,959	377,634	640,529	634,305
Selling, general and administrative expenses	86,511	90,193	166,110	168,031
Depreciation and amortization	4,872	5,637	9,094	11,330
Transaction costs	145	241	724	1,571
Change in fair value of contingent consideration	3,132	1,736	3,704	327
Restructuring and impairment	11,847	0	11,847	0
Income from operations	13,855	48,890	20,326	75,426
Other expense (income):
Interest expense – floor plan	8,525	5,472	16,337	10,251
Interest expense – other	9,192	8,604	18,344	16,188
Other expense (income), net	2,493	(187)	2,246	(826)
Total other expense, net	20,210	13,889	36,927	25,613
Net (loss) income before income tax (benefit) expense	(6,355)	35,001	(16,601)	49,813
Income tax (benefit) expense	(1,846)	7,964	(4,122)	11,348
Net (loss) income	(4,509)	27,037	(12,479)	38,465
Net (income) attributable to non-controlling interests	0	(1,165)	(119)	(2,530)
Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC	540	(3,068)	1,459	(4,231)
Net (loss) income attributable to OneWater Marine Inc.	(3,969)	22,804	(11,139)	31,704
New boat
Revenues:
Total revenues	327,306	355,284	568,390	587,689
Cost of sales (exclusive of depreciation and amortization shown separately below):
Total cost of sales	267,226	275,026	463,629	450,284
Pre-owned boat
Revenues:
Total revenues	78,648	75,394	131,931	131,172
Cost of sales (exclusive of depreciation and amortization shown separately below):
Total cost of sales	62,783	58,180	104,129	98,484
Finance & insurance income
Revenues:
Total revenues	14,730	15,324	22,090	24,258
Service, parts & other
Revenues:
Total revenues	67,637	78,329	129,923	147,871
Cost of sales (exclusive of depreciation and amortization shown separately below):
Total cost of sales	$ 37,950	$ 44,428	$ 72,771	$ 85,537
Class A Common Stock
Other expense (income):
Net (loss) earnings per share of Class A common stock – basic (in usd per share)	$ (0.27)	$ 1.59	$ (0.77)	$ 2.21
Net (loss) earnings per share of Class A common stock - diluted (in usd per share)	$ (0.27)	$ 1.56	$ (0.77)	$ 2.17
Basic weighted-average shares of Class A common stock outstanding (in shares)	14,579	14,340	14,559	14,318
Diluted weighted-average shares of Class A common stock outstanding (in shares)	14,579	14,655	14,559	14,612

Stockholders’ Equity - Summary of Employee Stock Purchase Plan (Details)	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Equity [Abstract]
Dividend yield	0.00%	0.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum	5.50%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum	5.20%
Risk-free interest rate		4.80%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum	62.70%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum	37.60%
Volatility		45.60%
Expected life	6 months	6 months

Restructuring and Impairment	6 Months Ended
Restructuring and Impairment	Mar. 31, 2024
Restructuring and Related Activities [Abstract]
Restructuring and Impairment	Restructuring and Impairment In March 2024, the Company evaluated its operations and decided to undergo a restructuring plan (the "2024 Restructuring") which resulted in the reduction of headcount and retail locations, cancellation of certain dealer agreements, and the cancellation of certain in-process information and technology ("IT") related projects. As a result of the 2024 Restructuring, the Company recognized $11.8 million of charges during the three and six months ended March 31, 2024, which are recorded in Restructuring and impairment in the unaudited consolidated statement of operations. As of March 31, 2024, $0.2 million and $1.8 million was recorded in accounts payable and other payables and accrued expenses, respectively, in the unaudited consolidated balance sheet related to these charges. No restructuring and impairment charges were recorded for the three and six months ended March 31, 2023.

Fair Value Measures - Summary of Financial Assets and Liabilities Measured at Fair Value (Details) - Reported Value Measurement - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Assets:
Investment in Equity Securities	$ 191	$ 326
Liabilities:
Contingent Consideration	15,529	21,181
Level 1
Assets:
Investment in Equity Securities	191	326
Liabilities:
Contingent Consideration	0	0
Level 2
Assets:
Investment in Equity Securities	0	0
Liabilities:
Contingent Consideration	0	0
Level 3
Assets:
Investment in Equity Securities	0	0
Liabilities:
Contingent Consideration	$ 15,529	$ 21,181

Summary of Significant Accounting Policies

6 Months Ended

Mar. 31, 2024

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 March 31, 2024 and September 30, 2023, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk.

Restricted Cash

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

Inventories

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

Goodwill and Other Identifiable Intangible Assets

Goodwill and indefinite-lived intangible assets are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, ‘‘Intangibles — Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states for annual impairment tests that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary. The Company performs its annual test in the fiscal fourth quarter.

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

Sales Tax

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

Revenue Recognition

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

Revenue from parts and accessories sold directly to a customer (not on a repair order) is recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) is recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $4.3 million and $4.4 million as of March 31, 2024 and September 30, 2023.

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

Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions are recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the six months ended March 31, 2024 and 2023.

Contract liabilities consist of deferred revenues from marina and storage operations and customer deposits and are classified in customer deposits in the Company’s unaudited condensed consolidated balance sheets. Deposits received from customers are recorded as a liability until the related sales orders have been fulfilled by us and control of the vessel is transferred to the customer. The activity in customer deposits for the three and six months ended March 31, 2024 is as follows:


($ in thousands)	Three Months Ended March 31, 2024		Six Months Ended March 31, 2024
Beginning contract liability	$	50,977	$	51,649
Revenue recognized from contract liabilities included in the beginning balance	(30,078)		(42,049)
Increases due to cash received, net of amounts recognized in revenue during the period	25,637		36,936
Ending contract liability	$	46,536	$	46,536

The following table sets forth percentages on the timing of revenue recognition for the three and six months ended March 31, 2024 and 2023.


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Goods and services transferred at a point in time	94.8	%	94.6	%
Goods and services transferred over time	5.2	%	5.4	%
Total Revenue	100.0	%	100.0	%


	Six Months Ended March 31, 2024		Six Months Ended March 31, 2023
Goods and services transferred at a point in time	93.9	%	93.9	%
Goods and services transferred over time	6.1	%	6.1	%
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

We 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.

Accounts Receivable (Tables)

6 Months Ended

Mar. 31, 2024

Receivables [Abstract]

Summary of Accounts Receivable

Accounts receivable consisted of the following:


($ in thousands)	March 31, 2024		September 30, 2023
Contracts in transit	$	48,517	$	25,425
Trade accounts receivable	34,862		32,065
Income tax receivable	16,534		—
Manufacturer receivable	10,852		11,288
Receivable for proceeds on the disposition of a business	—		45,100
Total accounts receivable	110,765		113,878
Less – allowance for credit losses	(623)		(703)
Total accounts receivable, net	$	110,142	$	113,175

Fair Value Measurements

6 Months Ended

Mar. 31, 2024

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

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


	March 31, 2024
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investment in Equity Securities	$	191	$	-	$	-	$	191
Liabilities:
Contingent Consideration	-		-		15,529		15,529


	September 30, 2023
($ in thousands)	Level 1		Level 2		Level 3		Total
Assets:
Investment in Equity Securities	$	326	$	-	$	-	$	326
Liabilities:
Contingent Consideration	-		-		21,181		21,181

There were no transfers between the valuation hierarchy Levels 1, 2, and 3 for the six months ended March 31, 2024.

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

The portion of unrealized losses recognized related to equity securities still held as of March 31, 2024 and 2023 consists of the following:


($ in thousands)	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Net loss recognized during the period on equity securities	$	23	$	20
Less net loss recognized during the period on equity securities sold during the period	-		-
Unrealized loss recognized during the reporting period on equity securities still held at the reporting date	$	23	$	20


($ in thousands)	Six Months Ended March 31, 2024		Six Months Ended March 31, 2023
Net loss recognized during the period on equity securities	$	135	$	280
Less net loss recognized during the period on equity securities sold during the period	-		-
Unrealized loss recognized during the reporting period on equity securities still held at the reporting date	$	135	$	280

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 six months ended March 31, 2024:


($ in thousands)	Three Months Ended March 31, 2024
Balance as of December 31, 2023	$	20,565
Additions from acquisitions	—
Settlement of contingent consideration	(8,168)
Change in fair value, including accretion	3,132
Balance as of March 31, 2024	$	15,529


($ in thousands)	Six Months Ended March 31, 2024
Balance as of September 30, 2023	$	21,181
Additions from acquisitions	—
Settlement of contingent consideration	(9,356)
Change in fair value, including accretion	3,704
Balance as of March 31, 2024	$	15,529

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

- 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

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		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
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	94.80%	94.60%	93.90%	93.90%
Goods and services transferred over time
Disaggregation of Revenue [Line Items]
Concentration risk, percentage	5.20%	5.40%	6.10%	6.10%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Stockholders’ Equity - Narrative (Details) $ / shares in Units, $ in Thousands				3 Months Ended		6 Months Ended		12 Months Ended
	Oct. 02, 2023 intallment shares	Oct. 01, 2023 intallment shares	Feb. 23, 2021 shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($) $ / shares shares	Mar. 30, 2022 USD ($)
Share-Based Payment Arrangement [Abstract]
Percentage of expected performance targets to be achieved target award				100.00%		100.00%
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						4,669	$ 5,063
Employee Stock
Share-Based Payment Arrangement [Abstract]
Equity-based awards				100	200	300	400
Stock to be purchased under ESPP						$ 400		$ 400
Performance Shares
Share-Based Payment Arrangement [Abstract]
Awarded (in shares) \| shares						141,924
Percentage of target award granted						100.00%
Number of shares of common stock consisted in each unit (in shares) \| shares						1
Number of equal annual installments for vesting \| intallment	3
Share-based payment arrangement, expense				900	1,100	$ 1,700	2,200
Time-Based Restricted Stock Units
Share-Based Payment Arrangement [Abstract]
Awarded (in shares) \| shares	170,397	34,160				204,557
Number of equal annual installments for vesting \| intallment		3
Restricted Stock Units
Share-Based Payment Arrangement [Abstract]
Awarded (in shares) \| shares						346,481,000
Share-based payment arrangement, expense				2,100	$ 2,300	$ 4,400	$ 4,700
Nonvested award				$ 7,800		$ 7,800
Cost not yet recognized, period for recognition						1 year 3 months 18 days
Employee Stock
Share-Based Payment Arrangement [Abstract]
Shares issued as part of employee stock purchase plan (in shares) \| shares						25,493	43,692
Shares issued (in shares) \| $ / shares				$ 28.72	$ 24.31	$ 28.72	$ 24.31		$ 24.31
Class A Common Stock
Share-Based Payment Arrangement [Abstract]
Capital shares reserved for future issuance (in shares) \| shares				1,602,326		1,602,326
Repurchased shares (in shares) \| shares				0
Repurchased and retired shares (in shares) \| shares									73,487
Repurchase and retirement of shares amount									$ 1,900
Percentage of outstanding shares, ESPP issuance			1.00%
Class A Common Stock \| Maximum
Share-Based Payment Arrangement [Abstract]
Shares issued as part of employee stock purchase plan (in shares) \| shares			487,466

Acquisitions - Narrative (Details) - Quality Assets and Operations, LLC $ in Millions	Oct. 31, 2023 USD ($)
Business Acquisition [Line Items]
Company owns economic interest	20.00%
Economic interest consideration	$ 18.8
Economic interest percentage	100.00%

Stockholders’ Equity (Tables)

6 Months Ended

Mar. 31, 2024

Equity [Abstract]

Summary of Restricted Stock Units Activity

The following table further summarizes activity related to restricted stock units for the six months ended March 31, 2024:


	Restricted Stock Unit Awards
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at September 30, 2023	524,785	$	28.86
Awarded	346,481	25.62
Vested	(227,790)	25.07
Forfeited	—	—
Unvested at March 31, 2024	643,476	$	28.46

Summary of Calculation of Net (Loss) Earnings Per Share

The following table sets forth the calculation of net (loss) earnings per share for the three months ended March 31, 2024 and 2023 (in thousands, except per share data):


Net (loss) earnings per share:	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Numerator:
Net (loss) income attributable to OneWater Inc	$	(3,969)	$	22,804

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) income per share	14,579		14,340
Effect of dilutive securities:
Restricted stock units	-		315
Employee stock purchase plan	-		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) earnings per share	14,579		14,655

Net (loss) earnings per share of Class A common stock – basic	$	(0.27)	$	1.59
Net (loss) earnings per share of Class A common stock – diluted	$	(0.27)	$	1.56

The following table sets forth the calculation of net (loss) earnings per share for the six months ended March 31, 2024 and 2023 (in thousands, except per share data):


Net (loss) earnings per share:	Six Months Ended March 31, 2024		Six Months Ended March 31, 2023
Numerator:
Net (loss) income attributable to OneWater Inc	$	(11,139)	$	31,704

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) income per share	14,559		14,318
Effect of dilutive securities:
Restricted stock units	-		291
Employee stock purchase plan	-		3
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) earnings per share	14,559		14,612

Net (loss) earnings per share of Class A common stock – basic	$	(0.77)	$	2.21
Net (loss) earnings per share of Class A common stock – diluted	$	(0.77)	$	2.17

Summary of Antidilutive Securities Excluded From Calculation

The following number of weighted-average potentially dilutive shares were excluded from the calculation of diluted net (loss) earnings per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands):


	Three Months Ended March 31, 2024	Three Months Ended March 31, 2023
Class B common stock	1,430	1,430
Restricted Stock Units	480	290
Employee Stock Purchase Plan	26	-
	1,936	1,720


	Six Months Ended March 31, 2024	Six Months Ended March 31, 2023
Class B common stock	1,430	1,430
Restricted Stock Units	488	322
Employee Stock Purchase Plan	26	-
	1,944	1,752

Summary of Weighted Average Assumptions

The following are the assumptions used for the periods ended March 31, 2024 and 2023:


	2024		2023
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	5.2 - 5.5%		4.8	%
Volatility	37.6 - 62.7%		45.6	%
Expected life	Six months		Six months

Description of Company and Basis of Presentation (Policies)	6 Months Ended
	Mar. 31, 2024
Description of Company and Basis of Presentation [Abstract]
Principles of Consolidation	Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc operates and controls all of the businesses and affairs of OneWater LLC. Through OneWater LLC and its wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, OneWater Inc conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net income (loss) attributable to OneWater Inc’s Class A stockholders. As of March 31, 2024, OneWater Inc owned 91.1% of the economic interest of OneWater LLC. Commencing December 31, 2021, the Company owned 80% of the economic interest of Quality Assets and Operations, LLC, over which the Company exercised control and the minority interest in this subsidiary was recorded accordingly. On October 31, 2023, the Company acquired the remaining 20% of the economic interest and, as a result, as of March 31, 2024 now owns 100% of the economic interest in Quality Assets and Operations, LLC. See Note 4 for additional information regarding the acquisition.
Basis of Financial Statement Preparation	Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc’s Annual Report on Form 10-K for the year ended September 30, 2023. All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the fiscal year ending on September 30.
Cash	Cash At times the amount of cash on deposit may exceed the federally insured limit of the bank. Deposit accounts at each of the institutions are insured up to $250,000 by the Federal Deposit Insurance Corporation (FDIC). At March 31, 2024 and September 30, 2023, the Company exceeded FDIC limits at various institutions. The Company has not experienced any losses in such accounts and believes there is little to no exposure to any significant credit risk.
Restricted Cash	Restricted Cash Restricted cash relates to amounts collected for pre-owned sales, in certain states, which are held in escrow on behalf of the respective buyers and sellers for future purchases of boats. Total customer deposits are shown as a liability on the consolidated balance sheets. These liabilities may be more than the applicable restricted cash balances and fluctuate due to timing differences and because in certain states the deposits are not restricted from use.
Inventories	Inventories Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of acquired, manufactured and assembled parts and accessories is determined using methods which vary by subsidiary and include both the average cost method and first-in, first-out (“FIFO”).
Goodwill and Other Identifiable Intangible Assets	Goodwill and Other Identifiable Intangible Assets Goodwill and indefinite-lived intangible assets are accounted for in accordance with the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, ‘‘Intangibles — Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized. In accordance with ASC 350, Goodwill is tested for impairment at least annually, or more frequently when events or circumstances indicate that impairment might have occurred. ASC 350 also states for annual impairment tests that if an entity determines, based on an assessment of certain qualitative factors, that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then a quantitative goodwill impairment test is unnecessary. The Company performs its annual test in the fiscal fourth quarter. Identifiable intangible assets primarily consist of trade names, developed technologies, including design libraries, and customer relationships related to the acquisitions the Company has completed. The Company has determined that trade names have an indefinite life, as there are no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the Company, and therefore, are not subject to amortization. Developed technologies and customer relationships are amortized over their estimated useful lives of ten years and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in their fair value.
Sales Tax	Sales Tax The Company collects sales tax on all of the Company’s sales to nonexempt customers and remits the entire amount to the states that imposed the sales tax. The Company’s accounting policy is to exclude the tax collected and remitted to the states from revenues and cost of sales.
Revenue Recognition	Revenue Recognition Revenue is recognized from the sale of products and commissions earned on new and pre-owned boats (including used, brokerage, consignment and wholesale) when ownership is transferred to the customer, which is generally upon acceptance or delivery to the customer. At the time of acceptance or delivery, the customer is able to direct the use of, and obtain substantially all of the benefits at such time. We are the principal with respect to revenue from new, pre-owned and consignment sales and such revenue is recorded at the gross sales price. With respect to brokerage transactions, we are acting as an agent in the transaction, therefore the fee or commission is recorded on a net basis. Revenue from parts and accessories sold directly to a customer (not on a repair order) is recognized when control of the item is transferred to the customer, which is typically upon shipment. Revenue from parts and service operations (boat maintenance and repairs) is recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $4.3 million and $4.4 million as of March 31, 2024 and September 30, 2023. Certain parts and service transactions require the Company to perform shipping and handling activities after the transfer of control to the customer (e.g., when control transfers prior to delivery). They are considered fulfillment activities and are included in selling, general and administrative expenses. Revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commissions are recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a chargeback for a portion of the commission paid by the third-party financial institutions and insurance companies. We reserve for these chargebacks based on our historical experience with repayments or defaults. Chargebacks were not material to the unaudited condensed consolidated financial statements for the six months ended March 31, 2024 and 2023.
Income Taxes	Income Taxes OneWater Inc is a corporation and as a result, is subject to U.S. federal, state and local income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the book value and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period in which the enactment date occurs. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. OneWater LLC is treated as a partnership for U.S. federal income tax purposes and therefore does not pay U.S. federal income tax on its taxable income. Instead, the OneWater LLC members are liable for U.S. federal income tax on their respective shares of the Company’s taxable income reported on the members’ U.S. federal income tax returns. When there are situations with uncertainty as to the timing of the deduction, the amount of the deduction, or the validity of the deduction, the Company adjusts the financial statements to reflect only those tax positions that are more-likely-than-not to be sustained. Positions that meet this criterion are measured using the largest benefit that is more than 50% likely to be realized. Interest and penalties related to income taxes are included in the benefit (provision) for income taxes in the consolidated statements of operations.
Vendor Consideration Received	Vendor Consideration Received Consideration received from vendors is accounted for in accordance with FASB Accounting Standards Codification 330, ‘‘Inventory’’ (‘‘ASC 330’’). Pursuant to ASC 330, manufacturer incentives based upon cumulative volume of sales and purchases are recorded as a reduction of inventory cost and related cost of sales when the amounts are probable and reasonably estimable.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities as of the date of the financial statements, and the reported amounts of revenues and expenses during the periods presented. Actual results could differ materially from these estimates. Estimates and assumptions are reviewed periodically, and the effects of any revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Significant estimates made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, those relating to inventory mark downs, certain assumptions related to intangible and long-lived assets and valuation of contingent consideration.
Segment Information	Segment Information We 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.
New Accounting Pronouncements	New Accounting Pronouncements In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures", which is intended to improve financial reporting by requiring disclosures of incremental segment information on an annual and interim basis. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2023, and interim periods within annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2025. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures", which is intended to improve the transparency, effectiveness and comparability of income tax disclosures by requiring greater disaggregation of information and additional disclosures. The pronouncement is effective for a public company's annual reporting periods beginning after December 15, 2024. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2026. Other than as noted above, there are no new accounting pronouncements that are expected to have a material effect on our consolidated financial statements.

Long-term Debt and Line of Credit - Summary of Long-term Debt and Line of Credit (Details) - USD ($)	6 Months Ended
	Mar. 31, 2024	Sep. 30, 2023
Debt Instrument [Line Items]
Total debt outstanding	$ 426,432,000	$ 465,140,000
Less current portion (net of debt issuance costs)	(8,640,000)	(29,324,000)
Less unamortized portion of debt issuance costs	(7,100,000)	(7,377,000)
Long-term debt, net of current portion and unamortized debt issuance costs	410,692,000	428,439,000
Term note payable to Truist Bank, secured and bearing interest at 7.83% at March 31, 2024 and 7.53% at September 30, 2023. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027
Debt Instrument [Line Items]
Total debt outstanding	$ 392,156,000	$ 428,313,000
Debt instrument, interest rate, stated percentage	7.83%	7.53%
Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.83% at March 31, 2024 and 7.50% at September 30, 2023. The note requires full repayment on August 9, 2027
Debt Instrument [Line Items]
Total debt outstanding	$ 30,000,000	$ 30,000,000
Debt instrument, interest rate, stated percentage	7.83%	7.50%
Line of credit facility, maximum borrowing capacity	$ 65,000,000
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029
Debt Instrument [Line Items]
Total debt outstanding	$ 3,150,000	$ 3,645,000
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029 \| Minimum
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	0.00%
Debt instrument, periodic payment	$ 200,000
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029 \| Maximum
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	10.80%
Debt instrument, periodic payment	$ 3,100,000
Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024
Debt Instrument [Line Items]
Total debt outstanding	$ 1,126,000	1,126,000
Debt instrument, interest rate, stated percentage	4.00%
Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2023
Debt Instrument [Line Items]
Total debt outstanding	$ 0	$ 2,056,000
Debt instrument, interest rate, stated percentage	5.50%

Accounts Receivable (Details) - USD ($) $ in Thousands	6 Months Ended
Accounts Receivable (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Sep. 30, 2023
Receivables [Abstract]
Finance contracts maximum funding period	30 days
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 110,765	$ 113,878
Less – allowance for credit losses	(623)	(703)
Total accounts receivable, net	110,142	113,175
Contracts in transit
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	48,517	25,425
Trade accounts receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	34,862	32,065
Income tax receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	16,534	0
Manufacturer receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	10,852	11,288
Receivable for proceeds on the disposition of a business
Accounts, Notes, Loans and Financing Receivable [Line Items]
Total accounts receivable	$ 0	$ 45,100

Notes Payable - Floor Plan	6 Months Ended
Notes Payable - Floor Plan	Mar. 31, 2024
Debt Disclosure [Abstract]
Notes Payable - Floor Plan	Notes Payable — Floor Plan The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks. The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”). On November 14, 2023, the Company and certain of its subsidiaries entered into the Eighth Amended and Restated Inventory Financing Agreement (as amended, the “Inventory Financing Facility”) with Wells Fargo and the other financial institutions party thereto to increase the maximum borrowing amount available under the Inventory Financing Facility to $650.0 million and extend the term. The Inventory Financing Facility expires on March 1, 2026. The outstanding balance of the facility was $579.7 million and $489.0 million, as of March 31, 2024 and September 30, 2023, respectively. Interest on new boats and for rental units is calculated using the Adjusted 30-Day Average SOFR (as defined in the Inventory Financing Facility) (“SOFR”) plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. Interest on pre-owned boats is calculated at the new boat rate plus 0.25%. Wells Fargo will finance 100.0% of the vendor invoice price for new boats, engines, and trailers. As of March 31, 2024 the interest rate on the Inventory Financing Facility ranged from 8.07% to 10.32% for new inventory and 8.32% to 10.57% for pre-owned inventory. As of September 30, 2023 the interest rate on the Inventory Financing Facility ranged from 8.18% to 10.43% for new inventory and 8.43% to 10.68% for pre-owned inventory. Borrowing capacity available at March 31, 2024 and September 30, 2023 was $70.3 million and $61.0 million, respectively. The Inventory Financing Facility has certain financial and non-financial covenants as specified in the agreement. The financial covenants include requirements to comply with a maximum funded debt to EBITDA ratio and a minimum fixed charge coverage ratio (as defined in the Inventory Financing Facility). In addition, certain non-financial covenants could restrict the Company’s ability to sell assets (excluding inventory in the normal course of business), engage in certain mergers and acquisitions, incur additional debt and pay cash dividends or distributions, among others. The Company was in compliance with all covenants at March 31, 2024. The collateral for the Inventory Financing Facility consists primarily of our inventory that is financed through the Inventory Financing Facility and related assets, including accounts receivable, bank accounts and proceeds of the foregoing, and excludes the collateral that underlies the term note payable to Truist Bank.

- 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://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Paragraph 1
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1B

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147481139/470-20-50-1I

+ Details

Description of Company and Basis of Presentation (Details)	6 Months Ended
	Mar. 31, 2024 location center state brand	Mar. 31, 2023	Oct. 31, 2023	Mar. 31, 2022
Description of Company and Basis of Presentation [Line Items]
Number of retail locations \| location	95
Number of distribution centers \| center	10
Number of states in which entity operates \| state	18
Number of top brands \| brand	10
Economic interest of quality assets and operations	100.00%			80.00%
Acquired economic interest of quality assets and operations			20.00%
OneWater LLC
Description of Company and Basis of Presentation [Line Items]
Ownership interest in subsidiaries	91.10%
Revenue Benchmark \| Product Concentration Risk \| Top Ten Brands
Description of Company and Basis of Presentation [Line Items]
Concentration risk, percentage	45.60%	41.60%
Revenue Benchmark \| Supplier Concentration Risk \| Malibu Boats, Inc
Description of Company and Basis of Presentation [Line Items]
Concentration risk, percentage	13.90%	14.20%

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Related Party Transaction [Line Items]
Purchase of inventories	$ 21,700	$ 26,000	$ 71,500	$ 47,400
Expenses incurred	500	700	1,200	1,100
Total revenues	488,321	524,331	852,334	890,990
Accounts receivable, net	110,142		110,142		$ 113,175
Accounts payable	41,402		41,402		27,113
Affiliated Entities and Individuals
Related Party Transaction [Line Items]
Total revenues	200	100	1,300	1,000
Costs and expenses, related party	0	$ 100	0	$ 100
Affiliated Entity
Related Party Transaction [Line Items]
Accounts receivable, net	9,800		9,800		4,700
Accounts payable	$ 100		$ 100		$ 0

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 924
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147479806/606-10-50-4

+ Details

Related Party Transactions	6 Months Ended
Related Party Transactions	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with the Company. Total purchases incurred under these arrangements were $21.7 million and $26.0 million for the three months ended March 31, 2024 and 2023, respectively, and $71.5 million and $47.4 million for the six months ended March 31, 2024 and 2023, respectively. In accordance with agreements approved by the Board, certain entities affiliated with the Company receive fees for rent of commercial property. Total expenses incurred under these arrangements were $0.5 million and $0.7 million for the three months ended March 31, 2024 and 2023, respectively, and $1.2 million and $1.1 million for the six months ended March 31, 2024 and 2023, respectively. In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with the Company for goods and services. Total fees recorded under these arrangements were $0.2 million and less than $0.1 million for the three months ended March 31, 2024 and 2023, respectively, and $1.3 million and $1.0 million for the six months ended March 31, 2024 and 2023, respectively. In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with the Company for goods and services. There were no payments recorded under these agreement for the three and six months ended March 31, 2024. Total payments recorded under these arrangements were $0.1 million for the three and six months ended March 31, 2023. In connection with transactions noted above, the Company owed $9.8 million and $4.7 million as recorded within accounts payable as of March 31, 2024 and September 30, 2023, respectively. Additionally, the Company had less than $0.1 million recorded within accounts receivable as of March 31, 2024. No amounts were recorded within accounts receivable as of September 30, 2023.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
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-Name Accounting Standards Codification
-Section 50
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Goodwill and Intangible Assets - Summary of Changes in Goodwill and Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Goodwill [Roll Forward]
Net balance - beginning of period			$ 336,602
Acquisition			0
Net balance - end of period	$ 336,602		336,602
Finite-Lived Intangible Assets [Roll Forward]
Accumulated amortization	(2,100)	$ (3,300)	(3,656)	$ (6,600)
Net balance - end of period	59,368		59,368
Intangible Assets Disclosure [Roll Forward]
Net balance - beginning of period			212,324
Acquisition			621
Amortization of intangible assets	2,100	$ 3,300	3,656	$ 6,600
Net balance - end of period	209,289		209,289
Trade Names
Indefinite-Lived Intangible Assets [Roll Forward]
Net balance - beginning of period			149,921
Acquisitions			0
Net balance - end of period	149,921		149,921
Developed Technologies
Finite-Lived Intangible Assets [Roll Forward]
Net balance - beginning of period			4,419
Acquisitions			0
Accumulated amortization			(185)
Net balance - end of period	4,234		4,234
Intangible Assets Disclosure [Roll Forward]
Amortization of intangible assets			185
Customer Relationships
Finite-Lived Intangible Assets [Roll Forward]
Net balance - beginning of period			52,114
Acquisitions			0
Accumulated amortization			(2,662)
Net balance - end of period	49,452		49,452
Intangible Assets Disclosure [Roll Forward]
Amortization of intangible assets			2,662
Domain Names
Finite-Lived Intangible Assets [Roll Forward]
Net balance - beginning of period			2,387
Acquisitions			0
Accumulated amortization			(318)
Net balance - end of period	2,069		2,069
Intangible Assets Disclosure [Roll Forward]
Amortization of intangible assets			318
Internally Developed Software
Finite-Lived Intangible Assets [Roll Forward]
Net balance - beginning of period			3,483
Acquisitions			621
Accumulated amortization			(491)
Net balance - end of period	$ 3,613		3,613
Intangible Assets Disclosure [Roll Forward]
Amortization of intangible assets			$ 491

Summary of Significant Accounting Policies - Narrative (Details) $ in Millions	6 Months Ended
	Mar. 31, 2024 USD ($) segment	Sep. 30, 2023 USD ($)
Accounting Policies [Abstract]
Property, plant and equipment, useful life	10 years
Allowance for credit loss, current \| $	$ 4.3	$ 4.4
Number of operating segments \| segment	2

Description of Company and Basis of Presentation	6 Months Ended
Description of Company and Basis of Presentation	Mar. 31, 2024
Description of Company and Basis of Presentation [Abstract]
Description of Company and Basis of Presentation	Description of Company and Basis of Presentation Description of the Business OneWater Marine Inc. (“OneWater Inc”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “IPO”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Inc, the “Company”), OneWater Inc is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries. The Company is one of the largest recreational marine retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, the sale of marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of March 31, 2024, the Company operates a total of 95 retail locations, 10 distribution centers/warehouses and multiple online marketplaces in 18 states, several of which are in the top twenty states for marine retail expenditures. Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions and consumer spending patterns can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments, global public health concerns, or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which the Company operates, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences such as corporate downsizing, inclement weather such as hurricanes, tornadoes and other storms, environmental conditions, and other events have and could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business. Sales of new boats from the Company’s top ten brands represent approximately 45.6% and 41.6% of total sales for the six months ended March 31, 2024 and 2023, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 13.9% and 14.2% of consolidated revenue for the six months ended March 31, 2024 and 2023, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company. Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc operates and controls all of the businesses and affairs of OneWater LLC. Through OneWater LLC and its wholly-owned subsidiaries, as well as majority-owned subsidiaries over which the Company exercises control, OneWater Inc conducts its business. As a result, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of units of OneWater LLC (the “OneWater LLC Units”) not owned by OneWater Inc, which will reduce net income (loss) attributable to OneWater Inc’s Class A stockholders. As of March 31, 2024, OneWater Inc owned 91.1% of the economic interest of OneWater LLC. Commencing December 31, 2021, the Company owned 80% of the economic interest of Quality Assets and Operations, LLC, over which the Company exercised control and the minority interest in this subsidiary was recorded accordingly. On October 31, 2023, the Company acquired the remaining 20% of the economic interest and, as a result, as of March 31, 2024 now owns 100% of the economic interest in Quality Assets and Operations, LLC. See Note 4 for additional information regarding the acquisition. Basis of Financial Statement Preparation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial statements, which do not include all the information and notes required by such accounting principles for annual financial statements. The unaudited condensed consolidated financial statements should be read in conjunction with OneWater Inc’s Annual Report on Form 10-K for the year ended September 30, 2023. All adjustments, consisting of only normal recurring adjustments considered by management to be necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the fiscal year ending on September 30.

Stockholders’ Equity - Summary of Net (Loss) Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Numerator:
Net (loss) income attributable to OneWater Inc	$ (3,969)	$ 22,804	$ (11,139)	$ 31,704
Class A Common Stock
Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) income per share (in shares)	14,579	14,340	14,559	14,318
Weighted Average Number of Shares Outstanding, Diluted, Adjustment [Abstract]
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) earnings per share (in shares)	14,579	14,655	14,559	14,612
Net (loss) earnings per share of Class A common stock – basic (in usd per share)	$ (0.27)	$ 1.59	$ (0.77)	$ 2.21
Net (loss) earnings per share of Class A common stock – diluted (in usd per share)	$ (0.27)	$ 1.56	$ (0.77)	$ 2.17
Class A Common Stock \| Employee Stock
Weighted Average Number of Shares Outstanding, Diluted, Adjustment [Abstract]
Restricted stock unit and employee stock purchase plan (in shares)	0	0	0	3
Class A Common Stock \| Restricted Stock Units
Weighted Average Number of Shares Outstanding, Diluted, Adjustment [Abstract]
Restricted stock unit and employee stock purchase plan (in shares)	0	315	0	291

Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
Income Taxes (Details) - USD ($) $ in Millions	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Effective income tax rate reconciliation (in percent)	29.00%	22.80%	24.80%	22.80%
Operating loss carryforwards					$ 6.0
Deferred tax assets, operating loss carryforwards					1.6
Tax receivable agreement liability	$ 43.1		$ 43.1		$ 43.1
Percentage of net cash savings			85.00%

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Class A Common Stock	Class B Common Stock	Common Stock Class A Common Stock	Common Stock Class B Common Stock	Additional Paid-in Capital	Retained Earnings	Non-controlling Interest	Accumulated Other Comprehensive Income (Loss)
Beginning balance (in shares) at Sep. 30, 2022				14,212,000	1,430,000
Beginning balance at Sep. 30, 2022	$ 444,877			$ 142	$ 14	$ 180,296	$ 204,880	$ 59,552	$ (7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	11,428						8,900	2,528
Distributions to members	(319)						(10)	(309)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)				86,000
Shares issued upon vesting of equity-based awards, net of tax withholding	(754)			$ 1		(755)
Equity-based compensation	2,572					2,572
Currency translation adjustment	11							1	10
Ending balance (in shares) at Dec. 31, 2022				14,298,000	1,430,000
Ending balance at Dec. 31, 2022	457,815			$ 143	$ 14	182,113	213,770	61,772	3
Beginning balance (in shares) at Sep. 30, 2022				14,212,000	1,430,000
Beginning balance at Sep. 30, 2022	444,877			$ 142	$ 14	180,296	204,880	59,552	(7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	38,465
Currency translation adjustment	19
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 Dec. 31, 2022				14,298,000	1,430,000
Beginning balance at Dec. 31, 2022	457,815			$ 143	$ 14	182,113	213,770	61,772	3
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	27,037						22,804	4,233
Distributions to members	(72)						(2)	(70)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)				27,000
Shares issued as part of employee stock purchase plan (in shares)				44,000
Shares issued as part of employee stock purchase plan	1,063			$ 1		1,062
Treasury stock, shares, acquired (in shares)				(63,000)
Repurchase and retirement of treasury shares	(1,579)			$ (1)		(760)	(818)
Shares issued upon vesting of equity-based awards, net of tax withholding	(386)					(386)
Equity-based compensation	2,491					2,491
Currency translation adjustment	8							1	7
Ending balance (in shares) at Mar. 31, 2023				14,306,000	1,430,000
Ending balance at Mar. 31, 2023	486,377			$ 143	$ 14	184,520	235,754	65,936	10
Beginning balance (in shares) at Sep. 30, 2023		14,420,129	1,429,940	14,420,000	1,430,000
Beginning balance at Sep. 30, 2023	414,078			$ 144	$ 14	193,018	165,432	55,469	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(7,970)						(7,170)	(800)
Distributions to members	(3,789)						0	(3,789)
Purchase of non-controlling interest	(18,840)					716		(19,556)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)				124,000
Shares issued upon vesting of equity-based awards, net of tax withholding	(1,552)			$ 1		(1,553)
Equity-based compensation	2,392					2,392
Currency translation adjustment	(9)							(1)	(8)
Ending balance (in shares) at Dec. 31, 2023				14,544,000	1,430,000
Ending balance at Dec. 31, 2023	384,310			$ 145	$ 14	194,573	158,262	31,323	(7)
Beginning balance (in shares) at Sep. 30, 2023		14,420,129	1,429,940	14,420,000	1,430,000
Beginning balance at Sep. 30, 2023	414,078			$ 144	$ 14	193,018	165,432	55,469	1
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(12,479)
Currency translation adjustment	(5)
Ending balance (in shares) at Mar. 31, 2024		14,593,318	1,429,940	14,593,000	1,430,000
Ending balance at Mar. 31, 2024	382,472			$ 146	$ 14	197,250	154,290	30,775	(3)
Beginning balance (in shares) at Dec. 31, 2023				14,544,000	1,430,000
Beginning balance at Dec. 31, 2023	384,310			$ 145	$ 14	194,573	158,262	31,323	(7)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(4,509)						(3,969)	(540)
Distributions to members	(11)						(3)	(8)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)				24,000
Shares issued as part of employee stock purchase plan (in shares)				25,000
Shares issued as part of employee stock purchase plan	732			$ 1		731
Shares issued upon vesting of equity-based awards, net of tax withholding	(331)					(331)
Equity-based compensation	2,277					2,277
Currency translation adjustment	4							0	4
Ending balance (in shares) at Mar. 31, 2024		14,593,318	1,429,940	14,593,000	1,430,000
Ending balance at Mar. 31, 2024	$ 382,472			$ 146	$ 14	$ 197,250	$ 154,290	$ 30,775	$ (3)

Stockholders’ Equity - Summary of Restricted Stock Units Activity (Details) - Restricted Stock Units	6 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of Shares
Beginning balance (in shares) \| shares	524,785,000
Awarded (in shares) \| shares	346,481,000
Vested (in shares) \| shares	(227,790,000)
Forfeited (in shares) \| shares	0
Ending balance (in shares) \| shares	643,476,000
Weighted Average Grant Date Fair Value
Beginning balance (in usd per share) \| $ / shares	$ 28.86
Awarded (in usd per shares) \| $ / shares	25.62
Vested (in usd per shares) \| $ / shares	25.07
Forfeited (in usd per shares) \| $ / shares	0
Ending balance (in usd per share) \| $ / shares	$ 28.46

Segment Information

6 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Segment Information

As of March 31, 2024, we had two reportable segments: (1) Dealerships and (2) Distribution. See Note 2 for more information about our segments.

Reportable segment financial information as of and for the three and six months ended March 31, 2024 and 2023 are as follows:


	As of and for the Three Months Ended March 31, 2024
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	450,209	$	38,181	$	(69)	$	488,321
Income (loss) from operations	14,944		(1,084)		(5)		13,855

Depreciation and amortization	3,066		2,498		—		5,564
Transaction costs	104		41		—		145
Change in fair value of contingent consideration	3,132		—		—		3,132
Restructuring and impairment	10,699		1,148		—		11,847

Total assets	1,473,755		238,862		(3)		1,712,614


	As of and for the Three Months Ended March 31, 2023
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	478,348	$	45,983	$	—	$	524,331
Income (loss) from operations	48,386		504		—		48,890

Depreciation and amortization	2,564		3,796		—		6,360
Transaction costs	241		-		—		241
Change in fair value of contingent consideration	1,626		110		—		1,736
Restructuring and impairment	—		—		—		—

Total assets	1,361,097		409,354		—		1,770,451


	As of and for the Six Months Ended March 31, 2024
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	781,816	$	70,647	$	(129)	$	852,334
Income (loss) from operations	21,887		(1,549)		(12)		20,326

Depreciation and amortization	5,968		4,502		—		10,470
Transaction costs	544		180		—		724
Change in fair value of contingent consideration	3,704		—		—		3,704
Restructuring and impairment	10,699		1,148		—		11,847

Total assets	1,473,755		238,862		(3)		1,712,614


	As of and for the Six Months Ended March 31, 2023
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	805,121	$	85,869	$	—	$	890,990
Income (loss) from operations	78,239		(2,813)		—		75,426

Depreciation and amortization	4,938		7,604		—		12,542
Transaction costs	1,423		148		—		1,571
Change in fair value of contingent consideration	83		244		—		327
Restructuring and impairment	—		—		—		—

Total assets	1,361,097		409,354		—		1,770,451

- 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
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Leases (Details)	Mar. 31, 2024
Minimum
Operating Leased Assets [Line Items]
Lessor, operating lease, renewal term	1 year
Maximum
Operating Leased Assets [Line Items]
Lessor, operating lease, renewal term	10 years

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Statement of Comprehensive Income [Abstract]
Net (loss) income	$ (4,509)	$ 27,037	$ (12,479)	$ 38,465
Other comprehensive (loss) income:
Foreign currency translation adjustment	4	8	(5)	19
Comprehensive (loss) income	(4,505)	27,045	(12,484)	38,484
Net (income) attributable to non-controlling interests	0	(1,165)	(119)	(2,530)
Net loss (income) attributable to non-controlling interests of One Water Marine Holdings, LLC	540	(3,068)	1,459	(4,231)
Foreign currency translation adjustment attributable to non-controlling interest of One Water Marine Holdings, LLC	0	(1)	1	(2)
Comprehensive (loss) income attributable to OneWater Marine Inc.	$ (3,965)	$ 22,811	$ (11,143)	$ 31,721

- 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

Amount of Net Income (Loss) attributable to noncontrolling interest.

+ 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
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
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+ Details

Goodwill and Intangible Assets - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2023
Indefinite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 2,100	$ 3,300	$ 3,656	$ 6,600
Weighted average useful life			3 years 9 months 18 days
Goodwill	336,602		$ 336,602		$ 336,602
Dealerships
Indefinite-Lived Intangible Assets [Line Items]
Goodwill	295,300		295,300		295,300
Distribution
Indefinite-Lived Intangible Assets [Line Items]
Goodwill	$ 41,300		$ 41,300		$ 41,300

- 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

Acquisitions	6 Months Ended
Acquisitions	Mar. 31, 2024
Business Combination and Asset Acquisition [Abstract]
Acquisitions	Acquisitions On October 31, 2023, the Company exercised its right to acquire the remaining 20% economic interest in Quality Assets and Operations, LLC for consideration totaling $18.8 million. Subsequent to the acquisition, the Company now owns 100% of the economic interest in Quality Assets and Operations, LLC.

Long-term Debt and Line of Credit

6 Months Ended

Mar. 31, 2024

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 March 31, 2024.

Long-term debt consisted of the following at:


($ in thousands)	March 31, 2024		September 30, 2023
Term note payable to Truist Bank, secured and bearing interest at 7.83% at March 31, 2024 and 7.53% at September 30, 2023. The note requires quarterly principal payments commencing on December 31, 2022 and maturing with a full repayment on August 9, 2027	$	392,156	$	428,313
Revolving note payable for an amount up to $65.0 million to Truist Bank, secured and bearing interest at 7.83% at March 31, 2024 and 7.50% at September 30, 2023. The note requires full repayment on August 9, 2027	30,000		30,000
Notes payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 10.8% per annum. The notes require monthly installment payments of principal and interest ranging from $200 to $3,100 through April 2029	3,150		3,645
Note payable to Norfolk Marine Company, unsecured and bearing interest at 4.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2024	1,126		1,126
Note payable to Tom George Yacht Group, unsecured and bearing interest at 5.5% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2023	—		2,056
Total debt outstanding	426,432		465,140
Less current portion (net of debt issuance costs)	(8,640)		(29,324)
Less unamortized portion of debt issuance costs	(7,100)		(7,377)
Long-term debt, net of current portion and unamortized debt issuance costs	$	410,692	$	428,439

Notes Payable - Floor Plan (Details) - Inventory Financing Facility - USD ($) $ in Millions	6 Months Ended
	Mar. 31, 2024	Nov. 14, 2023	Sep. 30, 2023
Line of Credit Facility [Abstract]
Maximum borrowing capacity		$ 650.0
Outstanding balance of facility	$ 579.7		$ 489.0
Line of credit facility, remaining borrowing capacity	$ 70.3		$ 61.0
Minimum \| New Inventory
Line of Credit Facility [Abstract]
Credit facility, interest rate	8.07%		8.18%
Minimum \| Pre-owned Inventory
Line of Credit Facility [Abstract]
Credit facility, interest rate	8.32%		8.43%
Maximum \| New Inventory
Line of Credit Facility [Abstract]
Credit facility, interest rate	10.32%		10.43%
Maximum \| Pre-owned Inventory
Line of Credit Facility [Abstract]
Credit facility, interest rate	10.57%		10.68%
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%

Long-term Debt and Line of Credit - Narrative (Details)	Aug. 09, 2022 USD ($)
A&R Term Loan
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 445,000,000
A&R Credit Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	65,000,000
Increase in revolving commitment	$ 125,000,000
A&R Credit Facility \| 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	$ 5,000,000
A&R Credit Facility \| Swingline Loans
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 5,000,000

Fair Value Measures - Summary of Changes in Fair Value of Contingent Consideration (Details) - Liability - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
	Mar. 31, 2024	Mar. 31, 2024
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 20,565	$ 21,181
Additions from acquisitions	0	0
Settlement of contingent consideration	(8,168)	(9,356)
Change in fair value, including accretion	3,132	3,704
Ending balance	$ 15,529	$ 15,529

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Mar. 31, 2024

Accounting Policies [Abstract]

Summary of Contract Liabilities

The activity in customer deposits for the three and six months ended March 31, 2024 is as follows:


($ in thousands)	Three Months Ended March 31, 2024		Six Months Ended March 31, 2024
Beginning contract liability	$	50,977	$	51,649
Revenue recognized from contract liabilities included in the beginning balance	(30,078)		(42,049)
Increases due to cash received, net of amounts recognized in revenue during the period	25,637		36,936
Ending contract liability	$	46,536	$	46,536

Summary of Percentages on Timing of Revenue Recognition

The following table sets forth percentages on the timing of revenue recognition for the three and six months ended March 31, 2024 and 2023.


	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Goods and services transferred at a point in time	94.8	%	94.6	%
Goods and services transferred over time	5.2	%	5.4	%
Total Revenue	100.0	%	100.0	%


	Six Months Ended March 31, 2024		Six Months Ended March 31, 2023
Goods and services transferred at a point in time	93.9	%	93.9	%
Goods and services transferred over time	6.1	%	6.1	%
Total Revenue	100.0	%	100.0	%

Stockholders’ Equity - Summary of Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	1,936	1,720	1,944	1,752
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)	480	290	488	322
Employee Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	26	0	26	0
Class B Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	1,430	1,430	1,430	1,430

Contingencies and Commitments	6 Months Ended
Contingencies and Commitments	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Contingencies and Commitments	Contingencies and Commitments Employment Agreements The Company is party to employment agreements with certain executives, which provide for compensation, other benefits and severance payments under certain circumstances. The Company also has consulting and noncompete agreements in place with previous owners of acquired companies. Claims and Litigation The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, as of March 31, 2024, 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.

Goodwill and Intangible Assets - Summary of Expected Amortization Expense (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (excluding the six months ended March 31, 2024)	$ 4,164
2025	8,329
2026	8,329
2027	8,086
2028	6,638
Thereafter	23,822
Total	$ 59,368

Stockholders’ Equity

6 Months Ended

Mar. 31, 2024

Equity [Abstract]

Stockholders’ Equity

Equity-Based Compensation

We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,602,326. The LTIP is and will continue to be administered by the Board, except to the extent the Board elects a committee of directors to administer the LTIP. Class A common stock subject to an award that expires or is cancelled, forfeited, exchanged, settled in cash or otherwise terminated without delivery of shares (including forfeiture of restricted stock awards) and shares withheld to pay the exercise price of, or to satisfy the withholding obligations with respect to, an award will again be available for delivery pursuant to other awards under the LTIP.

During the six months ended March 31, 2024, the Board approved the grant of 141,924 performance-based restricted stock units, which represents 100% of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals. A performance-based restricted stock unit equals one share of common stock of the Company. The performance-based restricted stock units vest in three equal annual installments commencing on October 1, 2024. As of March 31, 2024, the Company estimated achievement of the performance targets at 100%.

During the six months ended March 31, 2024, the Board approved the grant of 204,557 time-based restricted stock units. Of this amount, 34,160 restricted stock units fully vest on October 1, 2024 and the remaining 170,397 restricted stock units vest in three equal annual installments commencing on October 1, 2024.

Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the applicable vesting period. The Company recognized $2.1 million and $2.3 million of compensation expense for the three months ended March 31, 2024 and 2023, which includes $0.9 million and $1.1 million of compensation expense for the three months ended March 31, 2024 and 2023, respectively, for performance-based units. The Company recognized $4.4 million and $4.7 million of compensation expense for the six months ended March 31, 2024 and 2023, respectively, which includes $1.7 million and $2.2 million of compensation expense for the six months ended March 31, 2024 and 2023, respectively, for performance-based units.

The following table further summarizes activity related to restricted stock units for the six months ended March 31, 2024:


	Restricted Stock Unit Awards
	Number of Shares	Weighted Average Grant Date Fair Value
Unvested at September 30, 2023	524,785	$	28.86
Awarded	346,481	25.62
Vested	(227,790)	25.07
Forfeited	—	—
Unvested at March 31, 2024	643,476	$	28.46

As of March 31, 2024, the total unrecognized compensation expense related to outstanding equity awards was $7.8 million, which the Company expects to recognize over a weighted-average period of 1.3 years.

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

Net (Loss) Earnings Per Share

Basic and diluted net (loss) earnings per share of Class A common stock is computed by dividing net (loss) income attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net (loss) earnings per share is computed by giving effect to all potentially dilutive shares.

The following table sets forth the calculation of net (loss) earnings per share for the three months ended March 31, 2024 and 2023 (in thousands, except per share data):


Net (loss) earnings per share:	Three Months Ended March 31, 2024		Three Months Ended March 31, 2023
Numerator:
Net (loss) income attributable to OneWater Inc	$	(3,969)	$	22,804

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) income per share	14,579		14,340
Effect of dilutive securities:
Restricted stock units	-		315
Employee stock purchase plan	-		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) earnings per share	14,579		14,655

Net (loss) earnings per share of Class A common stock – basic	$	(0.27)	$	1.59
Net (loss) earnings per share of Class A common stock – diluted	$	(0.27)	$	1.56

The following table sets forth the calculation of net (loss) earnings per share for the six months ended March 31, 2024 and 2023 (in thousands, except per share data):


Net (loss) earnings per share:	Six Months Ended March 31, 2024		Six Months Ended March 31, 2023
Numerator:
Net (loss) income attributable to OneWater Inc	$	(11,139)	$	31,704

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net (loss) income per share	14,559		14,318
Effect of dilutive securities:
Restricted stock units	-		291
Employee stock purchase plan	-		3
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net (loss) earnings per share	14,559		14,612

Net (loss) earnings per share of Class A common stock – basic	$	(0.77)	$	2.21
Net (loss) earnings per share of Class A common stock – diluted	$	(0.77)	$	2.17

On March 30, 2022, the Board approved a share repurchase program up to $50 million. No shares of Class A common stock were repurchased by the Company during the six months ended March 31, 2024. As of March 31, 2024 the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $1.9 million. As of March 31, 2024, approximately $48.1 million remained available for future purchase under the repurchase program. The repurchase program does not have a predetermined expiration date.

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


	Three Months Ended March 31, 2024	Three Months Ended March 31, 2023
Class B common stock	1,430	1,430
Restricted Stock Units	480	290
Employee Stock Purchase Plan	26	-
	1,936	1,720


	Six Months Ended March 31, 2024	Six Months Ended March 31, 2023
Class B common stock	1,430	1,430
Restricted Stock Units	488	322
Employee Stock Purchase Plan	26	-
	1,944	1,752

Employee Stock Purchase Plan

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

The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 487,466 shares of the Company’s Class A common stock may be issued under the ESPP as of March 31, 2024, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan.

The Company recorded equity-based compensation for the ESPP of $0.1 million and $0.2 million during the three months ended March 31, 2024 and 2023, respectively and $0.3 million and $0.4 million during the six months ended March 31, 2024 and 2023, respectively. As of March 31, 2024 and September 30, 2023, the Company had current liabilities of $0.4 million, for future purchases of shares under the ESPP. During the six months ended March 31, 2024 and 2023, 25,493 and 43,692 shares were issued under the ESPP at an average share price of $28.72 and $24.31, respectively.

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

The following are the assumptions used for the periods ended March 31, 2024 and 2023:


	2024		2023
Dividend yield	0.0	%	0.0	%
Risk-free interest rate	5.2 - 5.5%		4.8	%
Volatility	37.6 - 62.7%		45.6	%
Expected life	Six months		Six months

Distributions

During the six months ended March 31, 2024 and 2023, the Company made distributions to OneWater Unit Holders for certain permitted tax payments.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Segment Information (Tables)

6 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Summary of Reportable Segment Financial Information

Reportable segment financial information as of and for the three and six months ended March 31, 2024 and 2023 are as follows:


	As of and for the Three Months Ended March 31, 2024
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	450,209	$	38,181	$	(69)	$	488,321
Income (loss) from operations	14,944		(1,084)		(5)		13,855

Depreciation and amortization	3,066		2,498		—		5,564
Transaction costs	104		41		—		145
Change in fair value of contingent consideration	3,132		—		—		3,132
Restructuring and impairment	10,699		1,148		—		11,847

Total assets	1,473,755		238,862		(3)		1,712,614


	As of and for the Three Months Ended March 31, 2023
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	478,348	$	45,983	$	—	$	524,331
Income (loss) from operations	48,386		504		—		48,890

Depreciation and amortization	2,564		3,796		—		6,360
Transaction costs	241		-		—		241
Change in fair value of contingent consideration	1,626		110		—		1,736
Restructuring and impairment	—		—		—		—

Total assets	1,361,097		409,354		—		1,770,451


	As of and for the Six Months Ended March 31, 2024
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	781,816	$	70,647	$	(129)	$	852,334
Income (loss) from operations	21,887		(1,549)		(12)		20,326

Depreciation and amortization	5,968		4,502		—		10,470
Transaction costs	544		180		—		724
Change in fair value of contingent consideration	3,704		—		—		3,704
Restructuring and impairment	10,699		1,148		—		11,847

Total assets	1,473,755		238,862		(3)		1,712,614


	As of and for the Six Months Ended March 31, 2023
($ in thousands)	Dealerships		Distribution		Eliminations		Total
Revenue	$	805,121	$	85,869	$	—	$	890,990
Income (loss) from operations	78,239		(2,813)		—		75,426

Depreciation and amortization	4,938		7,604		—		12,542
Transaction costs	1,423		148		—		1,571
Change in fair value of contingent consideration	83		244		—		327
Restructuring and impairment	—		—		—		—

Total assets	1,361,097		409,354		—		1,770,451

Inventories

6 Months Ended

Mar. 31, 2024

Inventory Disclosure [Abstract]

Inventories

Inventories consisted of the following at:


($ in thousands)	March 31, 2024		September 30, 2023
New vessels	$	536,126	$	471,147
Pre-owned vessels	78,425		61,627
Work in process, parts and accessories	72,926		76,842
Total inventories, net	$	687,477	$	609,616

Cover - shares	6 Months Ended
Cover - shares	Mar. 31, 2024	Apr. 22, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39213
Entity Registrant Name	OneWater Marine Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	83-4330138
Entity Address, Address Line One	6275 Lanier Islands Parkway
Entity Address, City or Town	Buford
Entity Address, State or Province	GA
Entity Address, Postal Zip Code	30518
City Area Code	678
Local Phone Number	541-6300
Title of 12(b) Security	Class A common stock, par value $0.01 per share
Trading Symbol	ONEW
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001772921
Current Fiscal Year End Date	--09-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment Flag	false
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		14,593,318
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		1,429,940

Fair Value Measures - Summary of Unrealized Losses Recognized Related to Equity Securities (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Net loss recognized during the period on equity securities	$ 23	$ 20	$ 135	$ 280
Less net loss recognized during the period on equity securities sold during the period	0	0	0	0
Unrealized loss recognized during the reporting period on equity securities still held at the reporting date	$ 23	$ 20	$ 135	$ 280