Acquisitions and Dispositions

12 Months Ended

Sep. 30, 2025

Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]

Acquisitions and Dispositions

Acquisitions

In the years ended September 30, 2025, 2024, and 2023, the Company completed acquisitions of multiple businesses. The results of operations of acquisitions are included in the accompanying consolidated financial statements from the acquisition date. The purchase price of acquisitions was allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on the information currently available. Any changes to the value of identifiable intangible assets are reclassified from goodwill upon the completion of the valuations. The fair values of the trade name intangible assets as of the acquisition date were determined using the relief from royalty model.

The acquisition completed during the year ended September 30, 2025 was not material to the consolidated financial statements. Information related to the acquisitions completed during the years ended September 30, 2024 and 2023 is as follows:

Fiscal Year 2024

For the year ended September 30, 2024, the Company completed the following transaction:

•On May 1, 2024, Garden State Yacht Sales, a full service marine retailer located in New Jersey

The table below summarizes the fair values of the assets acquired and liabilities assumed at the acquisition date:

Summary of Assets Acquired and Liabilities Assumed


($ in thousands)	Total Acquisitions
Accounts receivable	$	113
Inventories	6,676
Prepaid expenses	11
Property and equipment	478
Operating lease right-of-use assets	4,360
Accounts payable	(1,263)
Accrued expenses	(36)
Customer deposits	(267)
Operating lease liabilities	(4,360)
Aggregate acquisition date fair value	$	5,712

Consideration transferred	5,712

Included in our results for the year ended September 30, 2024, the acquisition contributed $7.0 million to our consolidated revenue and income of $0.2 million to our net loss before income tax benefit. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, valuation and other fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $0.1 million for the year ended September 30, 2024.

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 owns 100% of the economic interest in Quality Assets and Operations, LLC.

Fiscal Year 2023

For the year ended September 30, 2023, the Company completed the following transactions:

•On October 1, 2022, Taylor Marine Centers, a retail marine dealership with locations in Maryland and Delaware

•On December 1, 2022, Harbor View Marine, a retail marine dealership with locations in Florida and Alabama

•On September 1, 2023, Harbor Pointe Marina, a retail marine dealership with one location in Alabama

Consideration paid for the consummated acquisitions was $42.0 million with $28.9 million paid at closing (net of cash acquired), $10.6 million in non-cash financing and the remaining $2.6 million in estimated payments of contingent consideration. The payments of contingent consideration are part of earnouts from the achievement of certain post-acquisition increases in adjusted EBITDA. As of September 30, 2023, the earnout period for the acquisitions was completed and no contingent consideration payout was achieved.

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

Summary of Assets Acquired and Liabilities Assumed


($ in thousands)	Total Acquisitions
Accounts receivable	$	286
Inventories	6,424
Prepaid expenses	72
Property and equipment	11,588
Operating lease right-of-use assets	3,820
Identifiable intangible assets	8,800
Goodwill	18,481
Accounts payable	(17)
Accrued expenses	(361)
Customer deposits	(1,013)
Notes payable - floor plan	(2,228)
Operating lease liabilities	(3,820)
Aggregate acquisition date fair value	$	42,032

Consideration transferred	42,032

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

Included in our results for the year ended September 30, 2023, the acquisitions contributed $60.9 million to our consolidated revenue and $6.3 million to our net loss before income tax benefit. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, valuation and other fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $1.2 million for the year ended September 30, 2023.

The 2023 acquisitions have resulted in the recording of goodwill that is expected to be deductible for tax purposes of $15.9 million for the year ended September 30, 2023. No goodwill was recorded as a result of the 2024 acquisition.

The following unaudited pro forma results of operations for the years ended September 30, 2025, 2024 and 2023 assumes that all acquisitions were completed on October 1, 2022.


($ in thousands)	2025		2024		2023
Pro forma revenues	$	1,872,334	$	1,779,550	$	1,957,897
Pro forma net loss	$	(116,230)	$	(6,535)	$	(38,024)

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

Dispositions

During the year ended September 30, 2023, the Company completed the following dispositions of a business:

•On September 30, 2023, Roscioli Yachting Center, which was reported in our Dealership reporting segment through the date of the sale. The sale resulted in a pre-tax gain of $0.2 million recorded in other expense, net in the consolidated statement of operations.

•On September 30, 2023, Lookout Marine, which included two locations and was reported in our Dealership reporting segment through the date of sale. The sale resulted in a pre-tax loss of $1.0 million recorded in other expense, net in the consolidated statement of operations.

In connection with the disposition of Roscioli Yachting Center, the Company sold the associated real estate. As part of the sale agreement, the Company entered into a lease with the purchasing party for a portion of the location. The Company has accounted for this transaction as a sale and leaseback of the property in our consolidated financial statements. There was no gain or loss recorded as part of the transaction. The lease for the property includes an initial term of 10 years. The lease is accounted for as an operating lease and is included in the operating lease right-of-use assets and operating lease liabilities on the consolidated balance sheet.

There were no dispositions of business entities during the years ended September 30, 2025 and 2024.

OneWater Marine Inc. 10-K