0001140361-21-016311 | 10-Q | XBRL Viewer

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Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	Apr. 26, 2021
Entity Registrant Name	OneWater Marine Inc.
Entity Central Index Key	0001772921
Current Fiscal Year End Date	--09-30
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2021
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q2
Entity Address, State or Province	GA
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Common Class A [Member]
Entity Common Stock, Shares Outstanding		10,968,152
Common Class B [Member]
Entity Common Stock, Shares Outstanding		4,070,872

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2021	Sep. 30, 2020
Current assets:
Cash	$ 76,713	$ 66,087
Restricted cash	10,769	2,066
Accounts receivable, net	41,005	18,479
Inventories	186,089	150,124
Prepaid expenses and other current assets	14,324	15,302
Total current assets	328,900	252,058
Property and equipment, net	64,612	18,442
Other assets:
Deposits	478	350
Deferred tax asset	13,113	12,854
Identifiable intangible assets	74,004	61,304
Goodwill	151,417	113,059
Total other assets	239,012	187,567
Total assets	632,524	458,067
Current liabilities:
Accounts payable	25,931	12,781
Other payables and accrued expenses	22,276	24,221
Customer deposits	39,395	17,280
Notes payable - floor plan	183,802	124,035
Current portion of long-term debt	13,995	7,419
Current portion of tax receivable agreement liability	306	0
Total current liabilities	285,705	185,736
Long-term Liabilities:
Other long-term liabilities	8,634	1,482
Tax receivable agreement liability, net of current portion	17,560	15,585
Long-term debt, net of current portion and unamortized debt issuance costs	105,079	81,977
Total liabilities	416,978	284,780
Stockholders' Equity:
Preferred stock, $0.01 par value, 1,000,000 shares authorized, none issued and outstanding as of March 31, 2021 and September 30, 2020	0	0
Additional paid-in capital	113,088	105,947
Retained earnings	44,959	16,757
Total stockholders' equity attributable to OneWater Marine Inc.	158,198	122,854
Equity attributable to non-controlling interests	57,348	50,433
Total stockholders' equity	215,546	173,287
Total liabilities and stockholders' equity	632,524	458,067
Class A Common Stock [Member]
Stockholders' Equity:
Common stock	110	104
Class B Common Stock [Member]
Stockholders' Equity:
Common stock	$ 41	$ 46

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2021	Sep. 30, 2020
Stockholders' Equity:
Preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Class A Common Stock [Member]
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	40,000,000	40,000,000
Common stock, shares issued (in shares)	10,968,152	10,391,661
Common stock, shares outstanding (in shares)	10,968,152	10,391,661
Class B Common Stock [Member]
Stockholders' Equity:
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	10,000,000	10,000,000
Common stock, shares issued (in shares)	4,070,872	4,583,637
Common stock, shares outstanding (in shares)	4,070,872	4,583,637

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020
Revenues
Total revenues	$ 329,611	$ 189,963	$ 543,694	$ 343,661
Cost of sales (exclusive of depreciation and amortization shown separately below)
Total cost of sales	240,825	145,379	402,472	266,888
Selling, general and administrative expenses	48,348	32,383	83,208	60,688
Depreciation and amortization	1,378	791	2,341	1,551
Transaction costs	368	2,925	568	3,362
Loss on contingent consideration	0	0	377	0
Income from operations	38,692	8,485	54,728	11,172
Other expense (income)
Interest expense - floor plan	330	2,525	1,250	5,184
Interest expense - other	1,215	2,457	2,139	4,310
Change in fair value of warrant liability	0	0	0	(771)
Other expense (income), net	5	52	(89)	65
Total other expense, net	1,550	5,034	3,300	8,788
Income before income tax expense	37,142	3,451	51,428	2,384
Income tax expense	6,550	472	9,061	472
Net income	30,592	2,979	42,367	1,912
Less: Net income attributable to non-controlling interests		103		350
Net (loss) income attributable to One Water Marine Holdings, LLC	20,475	1,085	28,263	1,085
New Boat [Member]
Revenues
Total revenues	239,654	132,719	391,482	235,571
Cost of sales (exclusive of depreciation and amortization shown separately below)
Total cost of sales	187,147	108,254	309,679	194,209
Pre-Owned Boat [Member]
Revenues
Total revenues	56,082	38,186	94,662	71,257
Cost of sales (exclusive of depreciation and amortization shown separately below)
Total cost of sales	42,548	31,343	73,000	59,209
Finance & Insurance [Member]
Revenues
Total revenues	11,789	8,083	17,752	12,408
Service, Parts & Other [Member]
Revenues
Total revenues	22,086	10,975	39,798	24,425
Cost of sales (exclusive of depreciation and amortization shown separately below)
Total cost of sales	$ 11,130	$ 5,782	$ 19,793	$ 13,470
Class A Common Stock [Member]
Other expense (income)
Earnings per share, Basic (in dollars per share)	$ 1.88	$ 0.18	$ 2.61	$ 0.18
Earnings per share, Diluted (in dollars per share)	$ 1.83	$ 0.18	$ 2.55	$ 0.18
Basic weighted-average shares outstanding (in shares)	10,901	6,088	10,838	6,088
Diluted weighted-average shares outstanding (in shares)	11,171	6,088	11,083	6,088
OneWater LLC [Member]
Other expense (income)
Less: Net income attributable to non-controlling interests	$ 10,117	$ 1,791	$ 14,104	$ 477

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' AND MEMBERS' EQUITY - USD ($) shares in Thousands, $ in Thousands	Members Equity [Member]	Common Stock [Member] Class A Common Stock [Member]	Common Stock [Member] Class B Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Beginning balance at Sep. 30, 2019							$ 86,018
Increase (Decrease) in Temporary Equity [Roll Forward]
Distributions to members							(1,310)
Accumulated unpaid preferred returns							2,183
Accretion of redeemable preferred and issuance costs							162
Ending balance at Dec. 31, 2019							87,053
Beginning balance at Sep. 30, 2019	$ 31,770	$ 0	$ 0	$ 0	$ 0	$ 6,199	37,969
Beginning balance (in shares) at Sep. 30, 2019		0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	(1,314)	$ 0	$ 0	0	0	247	(1,067)
Distributions to members	(189)	0	0	0	0	(732)	(921)
Accumulated unpaid preferred returns	(2,183)	0	0	0	0	0	(2,183)
Accretion of redeemable preferred and issuance costs	(162)	0	0	0	0	0	(162)
Equity-based compensation	39	0	0	0	0	0	39
Ending balance at Dec. 31, 2019	27,961	$ 0	$ 0	0	0	5,714	33,675
Ending balance (in shares) at Dec. 31, 2019		0	0
Beginning balance at Sep. 30, 2019							86,018
Ending balance at Mar. 31, 2020							0
Beginning balance at Sep. 30, 2019	31,770	$ 0	$ 0	0	0	6,199	37,969
Beginning balance (in shares) at Sep. 30, 2019		0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income							1,912
Ending balance at Mar. 31, 2020	0	$ 61	$ 85	56,730	1,085	80,706	138,667
Ending balance (in shares) at Mar. 31, 2020		6,088	8,462
Beginning balance at Dec. 31, 2019							87,053
Ending balance at Mar. 31, 2020							0
Beginning balance at Dec. 31, 2019	27,961	$ 0	$ 0	0	0	5,714	33,675
Beginning balance (in shares) at Dec. 31, 2019		0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income							2,979
Ending balance at Mar. 31, 2020	0	$ 61	$ 85	56,730	1,085	80,706	138,667
Ending balance (in shares) at Mar. 31, 2020		6,088	8,462
Beginning balance at Sep. 30, 2020							0
Increase (Decrease) in Temporary Equity [Roll Forward]
Distributions to members							0
Ending balance at Dec. 31, 2020							0
Beginning balance at Sep. 30, 2020	0	$ 104	$ 46	105,947	16,757	50,433	173,287
Beginning balance (in shares) at Sep. 30, 2020		10,392	4,583
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	0	$ 0	$ 0	0	7,788	3,987	11,775
Distributions to members	0	0	0	0	0	(1,319)	(1,319)
Effect of September offering, including underwriter exercise of option to purchase shares	0	$ 4	$ (4)	4,146	0	(4,256)	(110)
Effect of September offering, including underwriter exercise of option to purchase shares (in shares)		387	(387)
Exchange of B shares for A shares	0	$ 1	$ (1)	916	0	(916)	0
Exchange of B shares for A shares (in shares)		88	(88)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	0	$ 0	$ 0	(228)	0	0	(228)
Equity-based compensation	0	0	0	1,078	0	0	1,078
Ending balance at Dec. 31, 2020	0	$ 109	$ 41	111,859	24,545	47,929	184,483
Ending balance (in shares) at Dec. 31, 2020		10,867	4,108
Beginning balance at Sep. 30, 2020							0
Ending balance at Mar. 31, 2021							0
Beginning balance at Sep. 30, 2020	0	$ 104	$ 46	105,947	16,757	50,433	173,287
Beginning balance (in shares) at Sep. 30, 2020		10,392	4,583
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income							42,367
Ending balance at Mar. 31, 2021	0	$ 110	$ 41	113,088	44,959	57,348	215,546
Ending balance (in shares) at Mar. 31, 2021		10,968	4,071
Beginning balance at Dec. 31, 2020							0
Increase (Decrease) in Temporary Equity [Roll Forward]
Distributions to members							0
Ending balance at Mar. 31, 2021							0
Beginning balance at Dec. 31, 2020	0	$ 109	$ 41	111,859	24,545	47,929	184,483
Beginning balance (in shares) at Dec. 31, 2020		10,867	4,108
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net (loss) income	0	$ 0	$ 0	0	20,475	10,117	30,592
Distributions to members	0	0	0	0	(61)	(140)	(201)
Exchange of B shares for A shares	0	$ 0	$ 0	558	0	(558)	0
Exchange of B shares for A shares (in shares)		37	(37)
Establishment of liabilities under tax receivable agreement and related changes to deferred tax assets associated with increases in tax basis	0	$ 0	$ 0	(6)	0	0	(6)
Equity-based compensation	0	0	0	1,127	0	0	1,127
Shares issued upon vesting of equity-based awards, net of tax withholding	0	$ 1	$ 0	(450)	0	0	(449)
Shares issued upon vesting of equity-based awards, net of tax withholding (in shares)		64	0
Ending balance at Mar. 31, 2021	$ 0	$ 110	$ 41	$ 113,088	$ 44,959	$ 57,348	$ 215,546
Ending balance (in shares) at Mar. 31, 2021		10,968	4,071

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net income	$ 42,367	$ 1,912
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	2,341	1,551
Equity-based awards	2,205	818
(Gain) loss on asset disposals	(136)	90
Change in fair value of long-term warrant liability	0	(771)
Non-cash interest expense	393	3,307
Deferred income tax provision	1,787	0
Payment of acquisition contingent consideration	(5,520)	0
(Increase) decrease in assets:
Accounts receivable	(22,417)	(4,547)
Inventories	(30,551)	(56,039)
Prepaid expenses and other current assets	997	(4,495)
Deposits	(128)	(19)
Increase (decrease) in liabilities:
Accounts payable	12,971	2,273
Other payables and accrued expenses	5,480	251
Customer deposits	20,792	8,589
Net cash provided by (used in) operating activities	30,581	(47,080)
Cash flows from investing activities
Purchases of property and equipment and construction in progress	(5,126)	(3,392)
Proceeds from disposal of property and equipment	118	1,574
Cash used in acquisitions	(85,499)	0
Net cash used in investing activities	(90,507)	(1,818)
Cash flows from financing activities
Net borrowings from floor plan	55,751	68,886
Proceeds from long-term debt	30,000	35,155
Payments on long-term debt	(3,334)	(4,155)
Payments of debt issuance costs	(653)	(791)
Payments of initial public offering costs	0	(3,789)
Payments of september offering costs	(540)	0
Payment of acquisition contingent consideration	0	(1,457)
Distributions to redeemable preferred interest members	0	(90,503)
Proceeds from issuance of Class A common stock sold in initial public offering, net of underwriting discounts and commissions	0	59,234
Payments of tax withholdings for equity-based awards	(449)	0
Distributions to members	(1,520)	(4,206)
Net cash provided by financing activities	79,255	58,374
Net change in cash	19,329	9,476
Cash and restricted cash at beginning of period	68,153	11,492
Cash and restricted cash at end of period	87,482	20,968
Supplemental cash flow disclosures
Cash paid for interest	2,996	6,187
Cash paid for income taxes	7,480	0
Noncash items
Acquisition purchase price funded by seller notes payable	2,056	0
Acquisition purchase price funded by contingent consideration	5,482	0
Purchase of property and equipment funded by long-term debt	1,280	625
Offering costs, accrued not yet paid	$ 0	$ 600

Description of Company and Basis of Presentation

6 Months Ended

Mar. 31, 2021

Description of Company and Basis of Presentation [Abstract]

Description of Company and Basis of Presentation

1.	Description of Company and Basis of Presentation

Description of the Business

OneWater Marine Inc. (“OneWater Inc.”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “Offering”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Marine Inc., the “Company”), OneWater Inc. is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries.

The Company is one of the largest recreational boat retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of March 31, 2021, the Company operated a total of 69 stores in ten states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, North Carolina, Ohio, South Carolina, and Texas.

Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions and consumer spending patterns can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments, global public health concerns, including the COVID-19 pandemic, or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which the Company operates stores, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences such as corporate downsizing, inclement weather such as hurricanes and other storms, environmental conditions, and other events could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business.

Sales of new boats from the Company’s top ten brands represent approximately 41.1% and 42.6% of total sales for the three months ended March 31, 2021 and 2020, respectively, and 39.8% and 37.6% of total sales for the six months ended March 31, 2021 and 2020, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 17.0% and 16.9% of consolidated revenue for the three months ended March 31, 2021 and 2020, respectively, and 15.7% and 16.2% of consolidated revenue for the six months ended March 31, 2021 and 2020, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company.

Principles of Consolidation

As the sole managing member of OneWater LLC, OneWater Inc. operates and controls all of the businesses and affairs of OneWater LLC, and through OneWater LLC and its subsidiaries One Water Assets and Operations, South Shore Assets and Operations, Bosun’s Assets and Operations, Singleton Assets and Operations, Legendary Assets and Operations, South Florida Assets and Operations and Midwest Assets and Operations (collectively, the “Subsidiaries”), conducts its business. As a result, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of 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, 2021, OneWater Inc. owned 72.9% of the economic interest of OneWater LLC.

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, 2020. All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements.

All intercompany transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying unaudited condensed consolidated financial statements in order to conform to current presentation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the year ending on September 30. Additionally, since there are no differences between net income and comprehensive income, all references to comprehensive income have been excluded from the accompanying unaudited condensed consolidated financial statements.

As discussed above, the Company is the sole managing member for OneWater LLC and consolidates OneWater LLC and its subsidiaries. The financial statements for periods prior to the Offering have been adjusted to combine the previously separate entities for presentation purposes. Thus, for periods prior to the completion of the Offering, the accompanying unaudited interim condensed consolidated financial statements include the historical financial position and results of operations of OneWater LLC and its subsidiaries. For periods after the completion of the Offering, the financial position and results of operations include those of the Company and the Subsidiaries and report non-controlling interest related to the portion of OneWater LLC Units not owned by OneWater Inc.

COVID-19 Pandemic

In the last two weeks of March 2020, the Company began seeing the impact of the COVID-19 global pandemic on its business. Based on the guidance of local governments and health officials, we temporarily closed or reduced staffing at certain departments and locations during portions of the fiscal year ended September 30, 2020. The Company has implemented cleaning and social distancing techniques at each of its locations. In light of the current environment, the Company’s sales team members are providing certain customers with virtual walkthroughs of inventory and/or private, at home or on water showings. The duration and related impact on the Company’s consolidated financial statements is currently uncertain, and it is possible that the pandemic, including the resurgence of COVID-19 in certain geographic areas, may negatively impact the Company’s future results of operations. The Company is monitoring and assessing the situation and preparing for implications to the business, including the ability to safely operate its stores, access to inventory and customer demand.

Summary of Significant Accounting Policies

6 Months Ended

Mar. 31, 2021

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2.	Summary of Significant Accounting Policies

Fair Value of Financial Instruments

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

Inventories

Inventories are stated at the lower of cost or net realizable value. The cost of the new and pre-owned boat inventory is determined using the specific identification method. In assessing lower of cost or net realizable value, the Company considers the aging of the boats, historical sales of a brand and current market conditions. The cost of parts and accessories is determined using the weighted average cost method.

Goodwill and Other Identifiable Intangible Assets

Goodwill and intangible assets are accounted for in accordance with the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") 350, ‘‘Intangibles - Goodwill and Other’’ (‘‘ASC 350’’), which provides that the excess of cost over the fair value of the net assets of businesses acquired, including other identifiable intangible assets, is recorded as goodwill. Goodwill is an asset representing operational synergies and future economic benefits arising from other assets acquired in a business combination that are not individually identified and separately recognized.

Sales Tax

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

Revenue Recognition

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

Revenue from parts and service operations (boat maintenance and repairs) are recorded over time as services are performed. Satisfaction of this performance obligation creates an asset with no alternative use for which an enforceable right to payment for performance to date exists within our contractual agreements. Each boat maintenance and repair service is a single performance obligation that includes both the parts and labor associated with the service. Payment for boat maintenance and repairs is typically due upon the completion of the service, which is generally completed within a period of one year or less from contract inception. The Company recorded contract assets in prepaid expenses and other current assets of $3.7 and $1.5 million as of March 31, 2021 and September 30, 2020, respectively. Contract assets related to the repair and maintenance services are transferred to receivables when a repair order is completed and invoiced to the customer.

Deferred revenue from storage and marina operations is recognized on a straight-line basis over the term of the contract as services are completed. Revenue from arranging financing, insurance and extended warranty contracts to customers through various third-party financial institutions and insurance companies is recognized when the related boats are sold. We do not directly finance our customers’ boat, motor or trailer purchases. We are acting as an agent in the transaction, therefore the commission is recorded on a net basis. Subject to our agreements and in the event of early cancellation, prepayment or default of such loans or insurance contracts by the customer, we may be assessed a charge back for a portion of the transaction price 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 as of March 31, 2021.

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, 2021 is as follows:

($ in thousands)	Three Months Ended March 31, 2021			Six Months Ended March 31, 2021
Beginning contract liability	$	23,386		$	17,280
Revenue recognized from contract liabilities included in the beginning balance		(14,844	)		(16,300	)
Increases due to cash received, net of amounts recognized in revenue during the period		30,853			38,415
Ending contract liability	$	39,395		$	39,395

The following tables set forth percentages on the timing of revenue recognition for the three and six months ended March 31, 2021 and the three and six months ended March 31 2020.

	Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
Goods and services transferred at a point in time		94.5	%		95.3	%
Goods and services transferred over time		5.5	%		4.7	%
Total Revenue		100.0	%		100.0	%

	Six Months Ended March 31, 2021			Six Months Ended March 31, 2020
Goods and services transferred at a point in time		93.9	%		94.1	%
Goods and services transferred over time		6.1	%		5.9	%
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 accruals for expenses relating to business operations.

Segment Information

As of March 31, 2021 and September 30, 2020, the Company had one operating segment, marine retail. The marine retail segment consists of retail boat dealerships offering the sale of new and pre-owned boats, arrangement of finance and insurance products, performance of repair and maintenance services and offering marine related parts and accessories. The marine retail business has discrete financial information and is regularly reviewed by the Company’s chief operating decision maker (“CODM”) to assess performance and allocate resources. The Company has identified its Chief Executive Officer as its CODM. The Company has determined its marine retail operating segment is its reporting unit and is also the reportable segment.

New Accounting Pronouncements

6 Months Ended

Mar. 31, 2021

New Accounting Pronouncements [Abstract]

New Accounting Pronouncements

3.	New Accounting Pronouncements

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

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

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

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

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

- Definition

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

+ References

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+ Details

Acquisitions

6 Months Ended

Mar. 31, 2021

Acquisitions [Abstract]

Acquisitions

4.	Acquisitions

The results of operations of acquisitions are included in the accompanying unaudited condensed consolidated financial statements from the acquisition date. The purchase price of acquisitions 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 information currently available. The valuation of tangible assets and assumed liabilities is preliminary as the acquisitions are subject to certain customary closing and post-closing adjustments.

Tom George Yacht Group Acquisition

On December 1, 2020, we acquired substantially all of the assets of Tom George Yacht Group (“TGYG”) with two locations in Florida. TGYG enhances the Company’s presence on the west coast of Florida and expands new and pre-owned boat sales, as well as yacht brokerage, service and parts. The purchase price was $10.2 million with $8.2 million paid at closing and $2.1 million financed through a note payable to the seller bearing interest at a rate of 5.5% per year. The note is payable in one lump sum three years from the closing date, with interest payments due quarterly.

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

Summary of Assets Acquired and Liabilities Assumed	($ in thousands)
Tangible assets	$	5,794
Identifiable intangible assets		2,940
Goodwill		6,854
Liabilities assumed		(5,341	)
Total purchase price	$	10,247

Walker Marine Group Acquisition

On December 31, 2020, we acquired substantially all of the assets of Walker Marine Group (“Walker”) with five locations in Florida. The acquisition enhances the Company’s presence on the southwest coast of Florida and expands new and pre-owned boat sales, as well as finance and insurance services, service and parts. The purchase price was $37.2 million with $31.8 million paid at closing and an estimated payment of contingent consideration of $5.5 million. The estimated contingent consideration is part of an earnout subject to achievement of certain post-acquisition increases in adjusted EBITDA. The acquisition contingent consideration was determined using weighted average projections for the estimated post-acquisition adjusted EBITDA and was based on the Company’s historical experience with acquisitions as well as current forecasts for the industry. The minimum payout due on the acquisition contingent consideration is $0.2 million. The maximum amount of the earnout is unlimited.

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

Summary of Assets Acquired	($ in thousands)
Tangible assets	$	503
Identifiable intangible assets		8,230
Goodwill		28,511
Total purchase price	$	37,244

Roscioli Yachting Center Acquisition

On December 31, 2020, we acquired substantially all of the assets of Roscioli Yachting Center (“Roscioli”) with one location in southeast Florida. The acquisition expands the Company’s presence in the yacht category and amplifies the Company’s service and repair offerings. As part of the acquisition, we acquired the related real estate and in-water slips. The purchase price was $45.5 million, paid at closing.

Summary of Assets Acquired and Liabilities Assumed	($ in thousands)
Property and equipment	$	41,300
Other tangible assets		88
Identifiable intangible assets		1,530
Goodwill		2,993
Liabilities assumed		(365	)
Total purchase price	$	45,546

Included in our results for the three and six months ended March 31, 2021, the acquisitions contributed $30.7 and $32.8 million to our consolidated revenue and $3.3 and $3.4 million to our income before income tax expense, respectively. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, valuation and other fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $0.4 million and $0.6 million for the three and six months ended March 31, 2021, respectively.

The following unaudited pro forma summary presents consolidated information for the three and six months ended March 31, 2020 and the six months ended March 31, 2021, as if all acquisitions had occurred on October 1, 2019:

	Three Months Ended March 31, 2020
	($ in thousands)
	(Unaudited)
Pro forma revenue	$	218,884
Pro forma net income	$	5,653

	Six Months Ended March 31, 2021		Six Months Ended March 31, 2020
	($ in thousands)
	(Unaudited)
Pro forma revenue	$	585,943	$	404,519
Pro forma net income	$	47,542	$	4,666

Fair values of trade names are estimated using Level 3 inputs by discounting expected future cash flows of the dealer group. The forecasted cash flows contain certain inherent uncertainties, including significant estimates and assumptions, which include revenue growth rates and future operating margins used to calculate projected cash flows, capital expenditures, weighted average costs of capital, future economic and market conditions, and other marketplace data the Company believes to be reasonable.

We expect substantially all of the goodwill related to completed acquisitions to be deductible for federal income tax purposes.

Inventories

6 Months Ended

Mar. 31, 2021

Inventories [Abstract]

Inventories

5.	Inventories

Inventories consisted of the following at:

($ in thousands)	March 31, 2021		September 30, 2020
New vessels	$	157,380	$	120,012
Pre-owned vessels		16,615		21,262
Work in process, parts and accessories		12,094		8,850
	$	186,089	$	150,124

Goodwill and Other Identifiable Intangible Assets

6 Months Ended

Mar. 31, 2021

Goodwill and Other Identifiable Intangible Assets [Abstract]

Goodwill and Other Identifiable Intangible Assets

6.	Goodwill and Other Identifiable Intangible Assets

The Company reviews goodwill for impairment annually in the fiscal fourth quarter, or more often if events or circumstances indicate that impairment may have occurred. In evaluating goodwill for impairment, if the fair value of a reporting unit is less than its carrying value, the difference would represent the amount of required goodwill impairment. To the extent the reporting unit’s earnings decline significantly or there are changes in one or more of these inputs that would result in a lower valuation, it could cause the carrying value of the reporting unit to exceed its fair value and thus require the Company to record goodwill impairment. As of March 31, 2021, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair value of our reporting unit is less than its carrying value. As a result, we were not required to perform a quantitative goodwill impairment test.

($ in thousands)	Goodwill
Balance as of September 30, 2020	$	113,059
Acquired goodwill during the six months ended March 31, 2021		38,358
Balance as of March 31, 2021	$	151,417

Identifiable intangible assets consist of trade names related to the acquisitions the Company has completed. The Company has determined that trade names have an indefinite life, as there is no economic, contractual or other factors that limit their useful lives and they are expected to generate value as long as the trade name is utilized by the dealer group, and therefore, are not subject to amortization. Financial statement risk exists to the extent identifiable intangibles become impaired due to the decrease in the fair value of the identifiable assets. As of March 31, 2021, and based upon our most recent analysis, we determined through our qualitative assessment that it is not “more likely than not” that the fair values of our identifiable intangible assets are less than their carrying values. As a result, we were not required to perform a quantitative identifiable intangible assets impairment test.

($ in thousands)	Identifiable Intangible Assets
Balance as of September 30, 2020	$	61,304
Acquired identifiable intangible assets during the six months ended March 31, 2021		12,700
Balance as of March 31, 2021	$	74,004

Notes Payable - Floor Plan

6 Months Ended

Mar. 31, 2021

Notes Payable - Floor Plan [Abstract]

Notes Payable - Floor Plan

7.	Notes Payable — Floor Plan

The Company maintains an ongoing wholesale marine products inventory financing program with a syndicate of banks. The program is administered by Wells Fargo Commercial Distribution Finance, LLC (“Wells Fargo”). On December 10, 2020, the Company entered into the Second Amendment to the Sixth Amended and Restated Inventory Financing Agreement (the “Inventory Financing Facility”) to change certain compliance reporting from weekly to monthly. The maximum borrowing amount available, interest rates and the termination date of the agreement remained unchanged. The Inventory Financing Facility is used to purchase new and pre-owned inventory (boats, engines, and trailers). The outstanding balance of the facility was $183.8 million and $124.0 million, as of March 31, 2021 and September 30, 2020, respectively.

Interest on new boats and for rental units is calculated using the one month London Inter-Bank Offered Rate (“LIBOR”) plus an applicable margin of 2.75% to 5.00% depending on the age of the inventory. If LIBOR is less than 2.96%, 25 basis points are added when calculating the interest rate. 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, 2021 the interest rate on the Inventory Financing Facility ranged from 3.11% to 5.36% for new inventory and 3.36% to 5.61% for pre-owned inventory. As of September 30, 2020 the interest rate on the Inventory Financing Facility ranged from 3.15% to 5.40% for new inventory and 3.40% to 5.65% for pre-owned inventory. Borrowing capacity available at March 31, 2021 and September 30, 2020 was $208.7 million and $268.5 million, respectively.

The Inventory Financing Facility has certain financial and non-financial covenants as specified in the agreement. The financial covenants include requirements to comply with a maximum Funded Debt to EBITDA Ratio (as defined in the Inventory Financing Facility) as well as 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, 2021.

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.

Long-term Debt and Line of Credit

6 Months Ended

Mar. 31, 2021

Long-term Debt and Line of Credit [Abstract]

Long-term Debt and Line of Credit

8.	Long-term Debt and Line of Credit

Long-term debt consisted of the following at:

($ in thousands)	March 31, 2021			September 30, 2020
Term note payable to Truist Bank, secured and bearing interest at 2.75% at March 31, 2021 and 3.0% September 30, 2020. The note requires quarterly principal payments commencing on March 31, 2021 and maturing with a full repayment on July 22, 2025	$	108,625		$	80,000
Revolving note payable for an amount up to $30.0 million to Truist Bank		-			-
Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.9% per annum. The note requires monthly installment payments of principal and interest ranging from $100 to $5,600 through March 2027		3,275			2,454
Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5% per annum. The note requires monthly interest payments, with a balloon payment of principal due on February 1, 2022		2,164			2,164
Note payable to Tom George Yacht Sales, Inc., 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			-
Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on February 1, 2022		1,920			1,920
Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2021		1,271			1,271
Note payable to Bosun's Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021		1,227			1,227
Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021		1,000			1,000
Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note was repaid in full		-			1,500
Total debt outstanding		121,538			91,536
Less current portion		(13,995	)		(7,419	)
Less unamortized portion of debt issuance costs		(2,464	)		(2,140	)
Long-term debt, net of current portion of unamortized debt issuance costs	$	105,079		$	81,977

The term note payable to Truist Bank 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 credit agreement is subject to certain financial covenants related to the maintenance of a minimum fixed charge coverage ratio and a maximum consolidated leverage ratio. The credit agreement also contains non-financial covenants and restrictive provisions that, among other things, limit the ability of the Company to incur additional debt, transfer or dispose of all of its assets, make certain investments, loans or payments and engage in certain transactions with affiliates. The Company was in compliance with all covenants at March 31, 2021.

Stockholders' and Members' Equity

6 Months Ended

Mar. 31, 2021

Stockholders' and Members' Equity [Abstract]

Stockholders' and Members' Equity

9.	Stockholders’ and Members’ Equity

Equity-Based Compensation

We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc. and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,503,902. 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, 2021, the Board approved the grant of 58,566 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 during fiscal year 2021 as measured against objective performance goals as determined by the Board. The actual number of units earned may range from 0% to 200% of the target number of units depending upon achievement of the performance goals. Performance-based restricted stock units vest in three equal annual installments, commencing on October 1, 2022. Upon vesting, each performance-based restricted stock unit equals one share of common stock of the Company. Compensation cost for performance-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and the Company’s assessment of the probability and level of performance achievement, and is recognized on a graded basis over the three-year vesting period. As of March 31, 2021, the Company estimated achievement of the performance targets at 150% and therefore $0.2 million and $0.3 million of expense related to the performance awards was recorded in the three and six months ended March 31, 2021, respectively.

During the six months ended March 31, 2021, the Board approved the grant of 114,665 time-based restricted stock units. 25,622 restricted stock units fully vest on October 1, 2021 and the remaining 89,043 restricted stock units vest in four equal annual installments commencing on September 30, 2021.

The following table further summarizes activity related to restricted stock units for the six months ended March 31, 2021:

	Restricted Stock Unit Awards
	Number of Shares			Weighted Average Grant Date Fair Value ($)
Unvested at September 30, 2020		301,643		$	15.78
Awarded		202,514			23.43
Vested		(75,895	)		15.70
Forfeited		-			-
Unvested at March 31, 2021		428,262		$	19.41

Compensation cost for restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a straight-line basis over the applicable vesting periods. For the three and six months ended March 31, 2021, the Company recognized $1.1 million and $2.2 million of compensation expense, respectively. As of March 31, 2021, the total unrecognized compensation expense related to outstanding equity awards was $5.7 million, which the Company expects to recognize over a weighted-average period of 1.6 years.

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

Investor Voting Warrants

On October 28, 2016, the Company issued 25,000 OneWater LLC common unit warrants in exchange for $1.0 million. The common unit warrants had a ten-year life from the date of issuance and provided the holders with a put right after five years, or potentially earlier, under certain circumstances. The holders of the warrants maintained full voting rights in OneWater LLC. As the common unit warrants could be settled in cash at the election of the holder, the fair value of the common unit warrants was included in warrant liability. In connection with the Offering, Goldman Sachs & Co. LLC and certain of its affiliates (“Goldman”) and The Beekman Group (“Beekman”) received 2,148,806 OneWater LLC units upon exercise of the warrants.

The Company engaged a third-party valuation specialist to assist management in performing a valuation of the fair value of the common unit warrants. Accordingly, the warrant liability was accounted for based on inputs that were unobservable and significant to the overall fair value measurement (Level 3). The valuation considered both a market and a discounted cash flows approach in arriving at the fair value of the common unit warrants. As previously noted, the common unit warrants were exercised in connection with the Offering for common units of OneWater LLC and therefore no warrant liability existed as of September 30, 2020 and March 31, 2021. The Company recognized income of $0.8 million for the six months ended March 31, 2020, and this change in the fair value was recorded as a change in the fair value of warrant liability in the accompanying unaudited condensed consolidated statements of operations.

Non-Controlling Interest

In connection with the Offering, the former owners of Bosun’s Assets and Operations and South Shore Assets and Operations received 290,466 and 306,199 shares of Class A common stock, respectively, for the surrender of their respective 25.0% ownership interests. Accordingly, the former owners’ minority interests have been recorded as a non-controlling interest from October 1, 2019 through February 10, 2020, the period prior to the Offering.

As discussed in Note 1, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports a non-controlling interest related to the portion of OneWater LLC owned by the holders of OneWater LLC Units (the “OneWater Unit Holders”). Changes in ownership interest in OneWater LLC, while OneWater Inc. retains its controlling interest, will be accounted for as equity transactions. Future direct exchanges of OneWater LLC units will result in a change in ownership and reduce the amount recorded as a non-controlling interest and increase additional paid-in-capital. As of March 31, 2021, OneWater Inc. owned 72.9% of the economic interest of OneWater LLC with the OneWater Unit Holders owning the remaining 27.1%.

Distributions

During the six months ended March 31, 2021, the Company made distributions to OneWater Unit Holders for certain permitted tax payments.

Earnings Per Share

Basic and diluted earnings per share of Class A common stock is computed by dividing net income attributable to OneWater Inc. by the weighted-average number of Class A common stock outstanding during the period. For the three and six months ended March 31, 2020, earnings per share is calculated for the period from February 11, 2020 through March 31, 2020, the period following the Offering. Diluted earnings per share is computed by giving effect to all potentially dilutive shares.

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

The following table sets forth the calculation of earnings per share for the three months ended March 31, 2021 and 2020 (in thousands, except per share data):

Earnings per share:	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Numerator:
Net income attributable to OneWater Inc	$	20,475	$	1,085

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share		10,901		6,088
Effect of dilutive securities:
Restricted stock units		270		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share		11,171		6,088

Earnings per share of Class A common stock – basic	$	1.88	$	0.18
Earnings per share of Class A common stock – diluted	$	1.83	$	0.18

The following table sets forth the calculation of earnings per share for the six months ended March 31, 2021 and 2020 (in thousands, except per share data):

Earnings per share:	Six Months Ended March 31, 2021		Six Months Ended March 31, 2020
Numerator:
Net income attributable to OneWater Inc	$	28,263	$	1,085

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share		10,838		6,088
Effect of dilutive securities:
Restricted stock units		245		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share		11,083		6,088

Earnings per share of Class A common stock – basic	$	2.61	$	0.18
Earnings per share of Class A common stock – diluted	$	2.55	$	0.18

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

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

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Class B common stock		4,108		8,462
Restricted Stock Units		143		127
		4,251		8,589

	Six Months Ended March 31, 2021		Six Months Ended March 31, 2020
Class B common stock		4,154		8,462
Restricted Stock Units		173		127
		4,327		8,589

Employee Stock Purchase Plan

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

The ESPP enables eligible employees to purchase shares of the Company’s Class A common stock at a discount through participation in discrete offering periods. The ESPP is intended to qualify as an employee stock purchase plan under section 423 of the Internal Revenue Code of 1986, as amended. Up to a maximum of 299,505 shares of the Company’s Class A common stock may be issued under the ESPP, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan. As of March 31, 2021, there has not yet been an offering period under the ESPP.

Redeemable Preferred Interest in Subsidiary

6 Months Ended

Mar. 31, 2021

Redeemable Preferred Interest in Subsidiary [Abstract]

Redeemable Preferred Interest in Subsidiary

10.	Redeemable Preferred Interest in Subsidiary

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

The Company had classified the redeemable preferred interest as temporary equity in the consolidated balance sheets. The discount on the issuance of the redeemable preferred interest was being accreted to retained common interests as a dividend from the date of issuance through the fifth anniversary of the issuance date. On February 11, 2020, in connection with the Offering, OWAO used $89.2 million in cash to fully redeem the preferred interest in subsidiary held by Goldman and Beekman. For the three months ended March 31, 2020, the Company recorded $1.1 million in accretion of the discount and amortization of the issuance costs associated with redeemable preferred interest in subsidiary, which includes an acceleration of the remaining discount and issuance costs balances outstanding at the redemption date.

Income Taxes

6 Months Ended

Mar. 31, 2021

Income Taxes [Abstract]

Income Taxes

11.	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 rate of 17.6% for each of the three and six months ending March 31, 2021 differs from statutory rates primarily due to earnings allocated to non-controlling interests.

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

As of March 31, 2021, the Company had not recognized any uncertain tax positions, penalties, or interest as management has concluded that no such positions exist. The Company is not currently subject to income tax audits in any U.S. or state jurisdiction for any tax year.

Tax Receivable Agreement

In connection with the Offering, the Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with certain of the owners of OneWater LLC. As of March 31, 2021 and September 30, 2020, our liability under the Tax Receivable Agreement was $17.9 million and $15.6 million, respectively, representing 85% of the calculated net cash savings in U.S. federal, state and local income tax and franchise tax that OneWater Inc. anticipates realizing in future years from the result of certain increases in tax basis and certain tax benefits attributable to imputed interest as a result of OneWater Inc.’s acquisition of OneWater LLC Units pursuant to an exercise of the Redemption Right or the Call Right (each as defined in the amended and restated limited liability company agreement of OneWater LLC (the “OneWater LLC Agreement”)).

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

- Definition

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

+ References + Details

Contingencies and Commitments

6 Months Ended

Mar. 31, 2021

Contingencies and Commitments [Abstract]

Contingencies and Commitments

12.	Contingencies and Commitments

Operating Leases

The Company recorded rent expense of $3.9 million and $3.1 million during the three months ended March 31, 2021 and 2020, respectively, and $7.0 million and $6.1 million during the six months ended March 31, 2021 and 2020, respectively. The Company leases certain facilities and equipment under noncancelable operating lease agreements having terms in excess of one year, which expire at various dates through 2037.

Acquisition Contingent Consideration

As of March 31, 2021, the Company has recorded an estimate of contingent consideration for a fiscal year 2021 acquisition in the amount of $5.5 million. The acquisition contingent consideration liability is accounted for based on inputs that are unobservable and significant to the overall fair value measurement (Level 3). The estimated contingent consideration balance at March 31, 2021 is recorded in other long-term liabilities in the unaudited condensed consolidated balance sheets.

As of September 30, 2020, the Company recorded an estimate of contingent consideration for a fiscal year 2019 acquisition in the amount of $5.5 million. The acquisition contingent consideration liability had been accounted for based on inputs that were unobservable and significant to the overall fair value measurement (Level 3). The contingency period closed on December 1, 2020 and a final payout in the amount of $5.9 million was made on December 29, 2020. The estimated contingent consideration balance at September 30, 2020 was recorded in Other payables and accrued expenses in the unaudited condensed consolidated balance sheets. For the six months ended March 31, 2021, a $0.4 million expense is recorded in the unaudited condensed consolidated statements of operations for the adjustment to the contingent consideration.

Claims and Litigation

The Company is involved in various legal proceedings as either the defendant or plaintiff. Due to their nature, such legal proceedings involve inherent uncertainties including, but not limited to, court rulings, negotiations between the affected parties and other actions. Management assesses the probability of losses or gains for such contingencies and accrues a liability and/or discloses the relevant circumstances as appropriate. In the opinion of management, it is not reasonably probable that the pending litigation, disputes or claims against the Company, if decided adversely, will have a material adverse effect on its financial condition, results of operations or cash flows. Additionally, based on the Company’s review of the various types of claims currently known, there is no indication of a material reasonably possible loss in excess of amounts accrued. The Company currently does not anticipate that any known claim will materially adversely affect our financial condition, liquidity, or results of operations. However, the outcome of any matter cannot be predicted with certainty, and an unfavorable resolution of one or more matters presently known or arising in the future could have a material adverse effect on the Company’s financial condition, liquidity or results of operations.

Related Party Transactions

6 Months Ended

Mar. 31, 2021

Related Party Transactions

13.	Related Party Transactions

In accordance with agreements approved by the Board, we purchased inventory, in conjunction with our retail sale of the products, from certain entities affiliated with common members of the Company. Total purchases incurred under these arrangements were $21.3 million and $8.7 million for the three months ended March 31, 2021 and 2020, respectively, and $36.4 million and $19.5 million for the six months ended March 31, 2021 and 2020, respectively.

In accordance with agreements approved by the Board, certain entities affiliated with common members of the Company receive fees for rent of commercial property. Total expenses incurred under these arrangements were $0.5 million and $0.4 million for the three months ended March 31, 2021 and 2020, respectively, and $1.1 million and $1.0 million for the six months ended March 31, 2021 and 2020, respectively.

In accordance with agreements approved by the Board, the Company received fees from certain entities and individuals affiliated with common members of the Company for goods and services. Total fees recorded under these arrangements were $1.3 million and $0.3 million for the three months ended March 31, 2021 and 2020, respectively, and $1.4 million and $0.4 million for the six months ended March 31, 2021 and 2020, respectively.

In accordance with agreements approved by the Board, the Company made payments to certain entities and individuals affiliated with common members of the Company for goods and services. Total payments recorded under these arrangements were $0.1 million and $0.2 million for the three months ended March 31, 2021 and 2020, respectively, and $0.1 million and $0.4 million for the six months ended March 31, 2021 and 2020, respectively. Included in these amounts and in connection with our notes payable floor plan financing, our Chief Executive Officer was paid a guarantee fee of $0.1 and $0.3 million for the three and six months ended March 31, 2020, respectively, for his personal guarantee associated with this arrangement.

In connection with transactions noted above, the Company was due $5,851 and $0.1 million as recorded within accounts receivable as of March 31, 2021 and September 30, 2020, respectively.

Description of Company and Basis of Presentation (Policies)	6 Months Ended
	Mar. 31, 2021
Description of Company and Basis of Presentation [Abstract]
Description of the Business	Description of the Business OneWater Marine Inc. (“OneWater Inc.”) was incorporated in Delaware on April 3, 2019 and was a wholly-owned subsidiary of One Water Marine Holdings, LLC (“OneWater LLC”). Pursuant to a reorganization on February 11, 2020 into a holding company structure for the purpose of facilitating an initial public offering (the “Offering”) and related transactions in order to carry on the business of OneWater LLC and its subsidiaries (together with OneWater Marine Inc., the “Company”), OneWater Inc. is the holding company and its sole material asset is the equity interest in OneWater LLC. OneWater LLC was organized as a limited liability company under the law of the State of Delaware in 2014 and is the parent company of One Water Assets & Operations (“OWAO”), and its wholly-owned subsidiaries. The Company is one of the largest recreational boat retailers in the United States. The Company engages primarily in the retail sale, brokerage, and service of new and pre-owned boats, motors, trailers, marine parts and accessories, and offers slip and storage accommodations in certain locations. The Company also arranges related boat financing, insurance, and extended service contracts for customers with third-party lenders and insurance companies. As of March 31, 2021, the Company operated a total of 69 stores in ten states, consisting of Alabama, Florida, Georgia, Kentucky, Maryland, Massachusetts, North Carolina, Ohio, South Carolina, and Texas. Operating results are generally subject to seasonal variations. Demand for products is generally highest during the third and fourth quarters of the fiscal year and, accordingly, revenues are generally expected to be higher during these periods. General economic conditions and consumer spending patterns can negatively impact the Company’s operating results. Unfavorable local, regional, national, or global economic developments, global public health concerns, including the COVID-19 pandemic, or uncertainties could reduce consumer spending and adversely affect the Company’s business. Consumer spending on discretionary goods may also decline as a result of lower consumer confidence levels, even if prevailing economic conditions are otherwise favorable. Economic conditions in areas in which the Company operates stores, particularly in the Southeast, can have a major impact on the Company’s overall results of operations. Local influences such as corporate downsizing, inclement weather such as hurricanes and other storms, environmental conditions, and other events could adversely affect the Company’s operations in certain markets and in certain periods. Any extended period of adverse economic conditions or low consumer confidence is likely to have a negative effect on the Company’s business. Sales of new boats from the Company’s top ten brands represent approximately 41.1% and 42.6% of total sales for the three months ended March 31, 2021 and 2020, respectively, and 39.8% and 37.6% of total sales for the six months ended March 31, 2021 and 2020, respectively, making them major suppliers of the Company. Of this amount, Malibu Boats, Inc., including its brands Malibu, Axis, Cobalt, Pursuit, Maverick, Hewes, Cobia and Pathfinder accounted for 17.0% and 16.9% of consolidated revenue for the three months ended March 31, 2021 and 2020, respectively, and 15.7% and 16.2% of consolidated revenue for the six months ended March 31, 2021 and 2020, respectively. As is typical in the industry, the Company contracts with most manufacturers under renewable annual dealer agreements, each of which provides the right to sell various makes and models of boats within a given geographic region. Any change or termination of these agreements, or the agreements discussed above, for any reason, or changes in competitive, regulatory, or marketing practices, including rebate or incentive programs, could adversely affect results of operations. Pre-owned boats are usually trade-ins from retail customers who are purchasing a boat from the Company.
Principles of Consolidation	Principles of Consolidation As the sole managing member of OneWater LLC, OneWater Inc. operates and controls all of the businesses and affairs of OneWater LLC, and through OneWater LLC and its subsidiaries One Water Assets and Operations, South Shore Assets and Operations, Bosun’s Assets and Operations, Singleton Assets and Operations, Legendary Assets and Operations, South Florida Assets and Operations and Midwest Assets and Operations (collectively, the “Subsidiaries”), conducts its business. As a result, OneWater Inc. consolidates the financial results of OneWater LLC and its subsidiaries and reports non-controlling interests related to the portion of 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, 2021, OneWater Inc. owned 72.9% of the economic interest of OneWater LLC.
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, 2020. All adjustments, consisting of only normal recurring adjustments considered necessary for fair presentation, have been reflected in these unaudited condensed consolidated financial statements. All intercompany transactions have been eliminated in consolidation. In addition, certain reclassifications of amounts previously reported have been made to the accompanying unaudited condensed consolidated financial statements in order to conform to current presentation. The Company operates on a fiscal year basis with the first day of the fiscal year being October 1, and the last day of the year ending on September 30. Additionally, since there are no differences between net income and comprehensive income, all references to comprehensive income have been excluded from the accompanying unaudited condensed consolidated financial statements. As discussed above, the Company is the sole managing member for OneWater LLC and consolidates OneWater LLC and its subsidiaries. The financial statements for periods prior to the Offering have been adjusted to combine the previously separate entities for presentation purposes. Thus, for periods prior to the completion of the Offering, the accompanying unaudited interim condensed consolidated financial statements include the historical financial position and results of operations of OneWater LLC and its subsidiaries. For periods after the completion of the Offering, the financial position and results of operations include those of the Company and the Subsidiaries and report non-controlling interest related to the portion of OneWater LLC Units not owned by OneWater Inc.

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Mar. 31, 2021

Summary of Significant Accounting Policies [Abstract]

Fair Value of Financial Instruments

Inventories

Goodwill and Other Identifiable Intangible Assets

Sales Tax

Revenue Recognition

($ in thousands)	Three Months Ended March 31, 2021			Six Months Ended March 31, 2021
Beginning contract liability	$	23,386		$	17,280
Revenue recognized from contract liabilities included in the beginning balance		(14,844	)		(16,300	)
Increases due to cash received, net of amounts recognized in revenue during the period		30,853			38,415
Ending contract liability	$	39,395		$	39,395

The following tables set forth percentages on the timing of revenue recognition for the three and six months ended March 31, 2021 and the three and six months ended March 31 2020.

	Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
Goods and services transferred at a point in time		94.5	%		95.3	%
Goods and services transferred over time		5.5	%		4.7	%
Total Revenue		100.0	%		100.0	%

	Six Months Ended March 31, 2021			Six Months Ended March 31, 2020
Goods and services transferred at a point in time		93.9	%		94.1	%
Goods and services transferred over time		6.1	%		5.9	%
Total Revenue		100.0	%		100.0	%

Income Taxes

Vendor Consideration Received

Use of Estimates

Segment Information

New Accounting Pronouncements (Policies)	6 Months Ended
New Accounting Pronouncements (Policies)	Mar. 31, 2021
New Accounting Pronouncements [Abstract]
Adoption of New Accounting Standards	In February 2016, the FASB issued ASU 2016-02, ‘‘Leases (Topic 842)’’ (‘‘ASU 2016-02’’). This update requires organizations to recognize lease assets and lease liabilities on the balance sheet and disclose key information about leasing arrangements. ASU 2016-02 is effective for a public company’s annual reporting periods beginning after December 15, 2018, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-02 following the effective dates for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently in the process of evaluating the effects of this pronouncement on its consolidated financial statements, related disclosures and internal controls over financial reporting. The Company plans to adopt ASU 2016-02 in fiscal year 2023 and expects the adoption of ASU 2016-02 to have a significant and material impact on the consolidated balance sheet given the current lease agreements for the Company’s stores. Based on the current assessment, it is expected that most of the operating lease commitments will be subject to the new guidance and recognized as operating lease liabilities and right-of use assets upon adoption, resulting in a material increase in the assets and liabilities recorded on the consolidated balance sheet. The Company is continuing its assessment, which may identify additional impacts this standard will have on the consolidated financial statements and related disclosures and internal control over financial reporting. In June 2016, the FASB issued ASU 2016-13, ‘‘Financial instruments — Credit Losses’’ (“ASU 2016-13”). ASU 2016-13 requires entities to report ‘‘expected’’ credit losses on financial instruments and other commitments to extend credit rather than the current ‘‘incurred loss’’ model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions, and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. ASU 2016-13 is effective for a public company’s annual reporting periods beginning after December 15, 2019, and interim periods within those annual periods. As an EGC, the Company has elected to adopt ASU 2016-13 following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2022, including interim periods within those annual periods. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt ASU 2016-13 in fiscal year 2024. In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740) – Simplifying the Accounting for Income Taxes”. The pronouncement is effective for a public company’s annual reporting periods beginning after December 15, 2020, and interim periods within those annual periods. As an EGC, the Company has elected to adopt the pronouncement following the effective date for private companies beginning with annual reporting periods beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact that this standard will have on the consolidated financial statements. The Company plans to adopt the pronouncement in fiscal year 2023. In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform”, which provides temporary optional guidance to companies impacted by the transition away from the London Inter-Bank Offered Rate (“LIBOR”). The guidance provides certain expedients and exceptions to applying GAAP in order to lessen the potential accounting burden when contracts, hedging relationships, and other transactions that reference LIBOR as a benchmark rate are modified. The guidance is effective upon issuance and expires on December 31, 2022. The Company is currently assessing the impact of the LIBOR transition and this ASU on the Company’s financial statements.

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Mar. 31, 2021

Summary of Significant Accounting Policies [Abstract]

Contract Liabilities

The activity in customer deposits for the three and six months ended March 31, 2021 is as follows:

($ in thousands)	Three Months Ended March 31, 2021			Six Months Ended March 31, 2021
Beginning contract liability	$	23,386		$	17,280
Revenue recognized from contract liabilities included in the beginning balance		(14,844	)		(16,300	)
Increases due to cash received, net of amounts recognized in revenue during the period		30,853			38,415
Ending contract liability	$	39,395		$	39,395

Percentages on Timing of Revenue Recognition

The following tables set forth percentages on the timing of revenue recognition for the three and six months ended March 31, 2021 and the three and six months ended March 31 2020.

	Three Months Ended March 31, 2021			Three Months Ended March 31, 2020
Goods and services transferred at a point in time		94.5	%		95.3	%
Goods and services transferred over time		5.5	%		4.7	%
Total Revenue		100.0	%		100.0	%

	Six Months Ended March 31, 2021			Six Months Ended March 31, 2020
Goods and services transferred at a point in time		93.9	%		94.1	%
Goods and services transferred over time		6.1	%		5.9	%
Total Revenue		100.0	%		100.0	%

Acquisitions (Tables)

6 Months Ended

Mar. 31, 2021

Acquisition [Abstract]

Unaudited Pro Forma Results of Operations

	Three Months Ended March 31, 2020
	($ in thousands)
	(Unaudited)
Pro forma revenue	$	218,884
Pro forma net income	$	5,653

	Six Months Ended March 31, 2021		Six Months Ended March 31, 2020
	($ in thousands)
	(Unaudited)
Pro forma revenue	$	585,943	$	404,519
Pro forma net income	$	47,542	$	4,666

Tom George Yacht Group [Member]

Acquisition [Abstract]

Summary of Assets Acquired and Liabilities Assumed

Summary of Assets Acquired and Liabilities Assumed	($ in thousands)
Tangible assets	$	5,794
Identifiable intangible assets		2,940
Goodwill		6,854
Liabilities assumed		(5,341	)
Total purchase price	$	10,247

Walker Marine Group [Member]

Acquisition [Abstract]

Summary of Assets Acquired and Liabilities Assumed

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

Summary of Assets Acquired	($ in thousands)
Tangible assets	$	503
Identifiable intangible assets		8,230
Goodwill		28,511
Total purchase price	$	37,244

Roscioli Yachting Center [Member]

Acquisition [Abstract]

Summary of Assets Acquired and Liabilities Assumed

Summary of Assets Acquired and Liabilities Assumed	($ in thousands)
Property and equipment	$	41,300
Other tangible assets		88
Identifiable intangible assets		1,530
Goodwill		2,993
Liabilities assumed		(365	)
Total purchase price	$	45,546

Inventories (Tables)

6 Months Ended

Mar. 31, 2021

Inventories [Abstract]

Inventories

Inventories consisted of the following at:

($ in thousands)	March 31, 2021		September 30, 2020
New vessels	$	157,380	$	120,012
Pre-owned vessels		16,615		21,262
Work in process, parts and accessories		12,094		8,850
	$	186,089	$	150,124

Goodwill and Other Identifiable Intangible Assets (Tables)

6 Months Ended

Mar. 31, 2021

Goodwill and Other Identifiable Intangible Assets [Abstract]

Goodwill Measured at Fair Value on Acquisition

($ in thousands)	Goodwill
Balance as of September 30, 2020	$	113,059
Acquired goodwill during the six months ended March 31, 2021		38,358
Balance as of March 31, 2021	$	151,417

Intangible Assets Measured at Fair Value on Acquisition

($ in thousands)	Identifiable Intangible Assets
Balance as of September 30, 2020	$	61,304
Acquired identifiable intangible assets during the six months ended March 31, 2021		12,700
Balance as of March 31, 2021	$	74,004

Long-term Debt and Line of Credit (Tables)

6 Months Ended

Mar. 31, 2021

Long-term Debt and Line of Credit [Abstract]

Long-term Debt and Line of Credit

Long-term debt consisted of the following at:

($ in thousands)	March 31, 2021			September 30, 2020
Term note payable to Truist Bank, secured and bearing interest at 2.75% at March 31, 2021 and 3.0% September 30, 2020. The note requires quarterly principal payments commencing on March 31, 2021 and maturing with a full repayment on July 22, 2025	$	108,625		$	80,000
Revolving note payable for an amount up to $30.0 million to Truist Bank		-			-
Note payable to commercial vehicle lenders secured by the value of the vehicles bearing interest at rates ranging from 0.0% to 8.9% per annum. The note requires monthly installment payments of principal and interest ranging from $100 to $5,600 through March 2027		3,275			2,454
Note payable to Central Marine Services, Inc., unsecured and bearing interest at 5.5% per annum. The note requires monthly interest payments, with a balloon payment of principal due on February 1, 2022		2,164			2,164
Note payable to Tom George Yacht Sales, Inc., 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			-
Note payable to Ocean Blue Yacht Sales, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on February 1, 2022		1,920			1,920
Note payable to Slalom Shop, LLC, unsecured and bearing interest at 5.0% per annum. The note requires quarterly interest payments, with a balloon payment of principal due on December 1, 2021		1,271			1,271
Note payable to Bosun's Marine, Inc., unsecured and bearing interest at 4.5% per annum. The note requires annual interest payments with a balloon payment due on June 1, 2021		1,227			1,227
Note payable to Rebo, Inc., unsecured and bearing interest at 5.5% per annum. The note requires annual interest payments with a balloon payment due on April 1, 2021		1,000			1,000
Note payable to Lab Marine, Inc., unsecured and bearing interest at 6.0% per annum. The note was repaid in full		-			1,500
Total debt outstanding		121,538			91,536
Less current portion		(13,995	)		(7,419	)
Less unamortized portion of debt issuance costs		(2,464	)		(2,140	)
Long-term debt, net of current portion of unamortized debt issuance costs	$	105,079		$	81,977

- Definition

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

+ References

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

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Stockholders' and Members' Equity (Tables)

6 Months Ended

Mar. 31, 2021

Stockholders' and Members' 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, 2021:

	Restricted Stock Unit Awards
	Number of Shares			Weighted Average Grant Date Fair Value ($)
Unvested at September 30, 2020		301,643		$	15.78
Awarded		202,514			23.43
Vested		(75,895	)		15.70
Forfeited		-			-
Unvested at March 31, 2021		428,262		$	19.41

Calculation of Earnings per share

The following table sets forth the calculation of earnings per share for the three months ended March 31, 2021 and 2020 (in thousands, except per share data):

Earnings per share:	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Numerator:
Net income attributable to OneWater Inc	$	20,475	$	1,085

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share		10,901		6,088
Effect of dilutive securities:
Restricted stock units		270		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share		11,171		6,088

Earnings per share of Class A common stock – basic	$	1.88	$	0.18
Earnings per share of Class A common stock – diluted	$	1.83	$	0.18

The following table sets forth the calculation of earnings per share for the six months ended March 31, 2021 and 2020 (in thousands, except per share data):

Earnings per share:	Six Months Ended March 31, 2021		Six Months Ended March 31, 2020
Numerator:
Net income attributable to OneWater Inc	$	28,263	$	1,085

Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share		10,838		6,088
Effect of dilutive securities:
Restricted stock units		245		-
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share		11,083		6,088

Earnings per share of Class A common stock – basic	$	2.61	$	0.18
Earnings per share of Class A common stock – diluted	$	2.55	$	0.18

Antidilutive Securities Excluded From Calculation

	Three Months Ended March 31, 2021		Three Months Ended March 31, 2020
Class B common stock		4,108		8,462
Restricted Stock Units		143		127
		4,251		8,589

	Six Months Ended March 31, 2021		Six Months Ended March 31, 2020
Class B common stock		4,154		8,462
Restricted Stock Units		173		127
		4,327		8,589

Description of Company and Basis of Presentation (Details)	3 Months Ended		6 Months Ended
	Mar. 31, 2021 Store State	Mar. 31, 2020	Mar. 31, 2021 Store State Brand	Mar. 31, 2020
Description of the Business [Abstract]
Number of stores operating \| Store	69		69
Number of states in which stores operating \| State	10		10
Number of top brands \| Brand			10
OneWater LLC [Member]
Principles of Consolidation [Abstract]
Ownership interest in subsidiaries	72.90%		72.90%
Sales Revenue [Member] \| Product Concentration Risk [Member] \| Top Ten Brands [Member]
Description of the Business [Abstract]
Concentration risk percentage	41.10%	42.60%	39.80%	37.60%
Sales Revenue [Member] \| Product Concentration Risk [Member] \| Malibu Boats, Inc [Member]
Description of the Business [Abstract]
Concentration risk percentage	17.00%	16.90%	15.70%	16.20%

Summary of Significant Accounting Policies (Details) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Mar. 31, 2021 USD ($)	Mar. 31, 2020	Mar. 31, 2021 USD ($) Segment	Mar. 31, 2020	Sep. 30, 2020 USD ($) Segment
Contract Asset [Abstract]
Contract asset	$ 3,700		$ 3,700		$ 1,500
Contract Liability [Abstract]
Beginning contract liability	23,386		17,280
Revenue recognized from contract liabilities included in the beginning balance	(14,844)		(16,300)
Increases due to cash received, net of amounts recognized in revenue during the period	30,853		38,415
Ending contract liability	$ 39,395		$ 39,395		$ 17,280
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	100.00%	100.00%	100.00%	100.00%
Segment Information [Abstract]
Number of operating segments \| Segment			1		1
Goods and Services Transferred at a Point in Time [Member]
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	94.50%	95.30%	93.90%	94.10%
Goods and Services Transferred Over Time [Member]
Timing of Revenue [Abstract]
Percentage on Timing of Revenue Recognition	5.50%	4.70%	6.10%	5.90%

Acquisitions (Details) $ in Thousands			3 Months Ended		6 Months Ended
Acquisitions (Details) $ in Thousands	Dec. 31, 2020 USD ($)	Dec. 01, 2020 USD ($) Location	Mar. 31, 2021 USD ($) Store Location	Mar. 31, 2020 USD ($)	Mar. 31, 2021 USD ($) Store Location	Mar. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)
Acquisition [Abstract]
Number of stores \| Store			69		69
Payment of contingent consideration					$ 0	$ 1,457
Revenue			$ 329,611	$ 189,963	543,694	343,661
Income before income tax expense			37,142	3,451	51,428	2,384
Costs related to acquisition			368	2,925	568	3,362
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Goodwill			$ 151,417		$ 151,417		$ 113,059
Tom George Yacht Group [Member]
Acquisition [Abstract]
Number of stores \| Location		2
Cash paid for acquisition		$ 8,200
Note payable to seller		$ 2,100
Interest rate		5.50%
Notes payable term			3 years
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Tangible assets		$ 5,794
Identifiable intangible assets		2,940
Goodwill		6,854
Liabilities assumed		(5,341)
Total purchase price		$ 10,247
Walker Marine Group [Member]
Acquisition [Abstract]
Number of stores \| Location			5		5
Cash paid for acquisition	$ 31,800
Payment of contingent consideration	5,500
Minimum payout due of contingent consideration	200
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Tangible assets	503
Identifiable intangible assets	8,230
Goodwill	28,511
Total purchase price	37,244
Roscioli Yachting Center [Member]
Acquisition [Abstract]
Number of stores \| Location			1		1
Revenue			$ 30,700		$ 32,800
Income before income tax expense			3,300		3,400
Costs related to acquisition			$ 400		600
Summary of Assets Acquired and Liabilities Assumed [Abstract]
Tangible assets	41,300
Other tangible assets	88
Identifiable intangible assets	1,530
Goodwill	2,993
Liabilities assumed	(365)
Total purchase price	$ 45,546
Business Acquisition, Pro Forma Information [Abstract]
Business Acquisition, Pro Forma Revenue				218,884	585,943	404,519
Business Acquisition, Pro Forma Net Income (Loss)				$ 5,653	$ 47,542	$ 4,666

Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Sep. 30, 2020
Component of Inventory [Abstract]
Inventories	$ 186,089	$ 150,124
New Vessels [Member]
Component of Inventory [Abstract]
Inventories	157,380	120,012
Pre-owned Vessels [Member]
Component of Inventory [Abstract]
Inventories	16,615	21,262
Work in Process, Parts and Accessories [Member]
Component of Inventory [Abstract]
Inventories	$ 12,094	$ 8,850

Goodwill and Other Identifiable Intangible Assets (Details) $ in Thousands	6 Months Ended
	Mar. 31, 2021 USD ($)
Goodwill [Abstract]
Balance	$ 113,059
Acquired goodwill during the six months ended March 31, 2021	38,358
Balance	151,417
Identifiable Intangible Assets [Abstract]
Balance	61,304
Acquired identifiable intangible assets during the six months ended March 31, 2021	12,700
Balance	$ 74,004

Notes Payable - Floor Plan (Details) - Inventory Financing Facility [Member] - USD ($) $ in Millions	6 Months Ended
	Mar. 31, 2021	Sep. 30, 2020
Line of Credit Facility [Abstract]
Outstanding balance of facility	$ 183.8	$ 124.0
Credit facility, available borrowing capacity	$ 208.7	$ 268.5
New Inventory [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	3.11%	3.15%
New Inventory [Member] \| Maximum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	5.36%	5.40%
Pre-owned Inventory [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	3.36%	3.40%
Pre-owned Inventory [Member] \| Maximum [Member]
Line of Credit Facility [Abstract]
Credit facility, interest rate	5.61%	5.65%
LIBOR [Member]
Line of Credit Facility [Abstract]
Debt instrument, term of variable rate	1 month
LIBOR [Member] \| New Boats [Member]
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	0.25%
LIBOR [Member] \| New Boats [Member] \| Minimum [Member]
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	2.75%
LIBOR [Member] \| New Boats [Member] \| Maximum [Member]
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	5.00%
Debt instrument, interest rate	2.96%
Boat Rate [Member] \| New Boats [Member]
Line of Credit Facility [Abstract]
Debt instrument, variable interest rate	0.25%
Wells Fargo [Member]
Line of Credit Facility [Abstract]
Percentage of finance provided of vendor invoice price	100.00%

Long-term Debt and Line of Credit (Details) - USD ($) $ in Thousands	6 Months Ended
	Mar. 31, 2021	Sep. 30, 2020
Long-term Debt and Line of Credit [Abstract]
Long-term debt, gross	$ 121,538	$ 91,536
Less current portion	(13,995)	(7,419)
Less unamortized portion of debt issuance costs	(2,464)	(2,140)
Long-term debt, net of current portion of unamortized debt issuance costs	$ 105,079	$ 81,977
Term Note Payable to Truist Bank, Secured and Bearing Interest at 2.75% at March 31, 2021 and 3.0% September 30, 2020. The Note Requires Quarterly Principal Payments Commencing on March 31, 2021 and Maturing With a Full Repayment On July 22, 2025 [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	2.75%	3.00%
Maturity date	Jul. 22, 2025
Long-term debt, gross	$ 108,625	$ 80,000
Revolving Note Payable For an Amount up to $30.0 Million to Truist Bank [Member]
Long-term Debt and Line of Credit [Abstract]
Line of credit maximum borrowing capacity	30,000
Long-term debt, gross	$ 0	0
Note Payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging From 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 Through March 2027 [Member]
Long-term Debt and Line of Credit [Abstract]
Maturity date	Mar. 31, 2027
Frequency of periodic payment	Monthly
Long-term debt, gross	$ 3,275	2,454
Note Payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging From 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 Through March 2027 [Member] \| Minimum [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	0.00%
Monthly installment payment amount	$ 100
Note Payable to Commercial Vehicle Lenders Secured by the Value of the Vehicles Bearing Interest at Rates Ranging From 0.0% to 8.9% Per Annum. The Note Requires Monthly Installment Payments of Principal and Interest Ranging from $100 to $5,600 Through March 2027 [Member] \| Maximum [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	8.90%
Monthly installment payment amount	$ 5,600
Note Payable to Central Marine Services, Inc., Unsecured and Bearing Interest at 5.5% Per Annum. The Note Requires Monthly Interest Payments, with a Balloon Payment of Principal Due On February 1, 2022 [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	5.50%
Maturity date	Feb. 01, 2022
Long-term debt, gross	$ 2,164	2,164
Note Payable To Tom George Yacht Sales, Inc., 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 [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	5.50%
Maturity date	Dec. 01, 2023
Long-term debt, gross	$ 2,056	0
Note Payable to Ocean Blue Yacht Sales, Unsecured and Bearing Interest at 5.0% Per Annum. The Note Requires Quarterly Interest Payments, with a Balloon Payment of Principal Due on February 1, 2022 [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	5.00%
Maturity date	Feb. 01, 2022
Long-term debt, gross	$ 1,920	1,920
Note Payable to Slalom Shop, LLC, Unsecured and Bearing Interest at 5.0% Per Annum. The Note Requires Quarterly Interest Payments, with a Balloon Payment of Principal Due on December 1, 2021 [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	5.00%
Maturity date	Dec. 01, 2021
Long-term debt, gross	$ 1,271	1,271
Note Payable to Bosun's Marine, Inc., Unsecured and Bearing Interest at 4.5% Per Annum. The Note Requires Annual Interest Payments with a Balloon Payment Due on June 1, 2021 [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	4.50%
Maturity date	Jun. 01, 2021
Long-term debt, gross	$ 1,227	1,227
Note Payable to Rebo, Inc., Unsecured and Bearing Interest at 5.5% Per Annum. The note Requires Annual Interest Payments with a Balloon Payment Due on April 1, 2021 [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	5.50%
Maturity date	Apr. 01, 2021
Long-term debt, gross	$ 1,000	1,000
Note Payable to Lab Marine, Inc., Unsecured and Bearing Interest at 6.0% Per Annum. The Note was Repaid Full [Member]
Long-term Debt and Line of Credit [Abstract]
Interest rate	6.00%
Long-term debt, gross	$ 0	$ 1,500

Stockholders' and Members' Equity, Equity-Based Compensation (Details) $ / shares in Units, $ in Millions			3 Months Ended	6 Months Ended
	Oct. 01, 2021 shares	Sep. 30, 2021 shares	Mar. 31, 2021 USD ($) $ / shares shares	Mar. 31, 2021 USD ($) Intallment $ / shares shares	Feb. 11, 2020 shares
Equity-Based Compensation [Abstract]
Percentage of expected performance targets to be achieved target award			150.00%	150.00%
Expense related to performance award \| $			$ 0.2	$ 0.3
Class A Common Stock [Member]
Equity-Based Compensation [Abstract]
Total number of shares reserved for issuance (in shares)					1,503,902
Restricted Stock Units (RSUs) [Member]
Number of Shares [Abstract]
Beginning balance (in shares)				301,643
Awarded (in shares)				202,514
Vested (in shares)				(75,895)
Forfeited (in shares)				0
Ending balance (in shares)			428,262	428,262
Weighted Average Grant Date Fair Value [Abstract]
Beginning balance (in dollars per share) \| $ / shares				$ 15.78
Awarded (in dollars per share) \| $ / shares				23.43
Vested (in dollars per share) \| $ / shares				15.70
Forfeited (in dollars per share) \| $ / shares				0
Ending balance (in dollars per share) \| $ / shares			$ 19.41	$ 19.41
Compensation expense \| $			$ 1.1	$ 2.2
Unrecognized compensation expense \| $			$ 5.7	$ 5.7
Weighted-average period of recognition				1 year 7 months 6 days
Time-Based Restricted Stock Units [Member]
Equity-Based Compensation [Abstract]
Number of equal annual installments for vesting \| Intallment				4
Number of Shares [Abstract]
Awarded (in shares)				114,665
Time-Based Restricted Stock Units [Member] \| Plan [Member]
Number of Shares [Abstract]
Awarded (in shares)	25,622	89,043
Performance Share Unit [Member]
Equity-Based Compensation [Abstract]
Award vesting period				3 years
Percentage of target award granted				100.00%
Number of equal annual installments for vesting \| Intallment				3
Number of shares of common stock consisted in each unit (in shares)				1
Number of Shares [Abstract]
Awarded (in shares)				58,566
Performance Share Unit [Member] \| Minimum [Member]
Equity-Based Compensation [Abstract]
Percentage of actual number of unit earned				0.00%
Performance Share Unit [Member] \| Maximum [Member]
Equity-Based Compensation [Abstract]
Percentage of actual number of unit earned				200.00%

Stockholders' and Members' Equity, Investor Voting Warrants (Details) - USD ($) $ in Millions		6 Months Ended	12 Months Ended
	Oct. 28, 2016	Mar. 31, 2020	Sep. 30, 2020	Mar. 31, 2021
Investor Voting Warrants [Abstract]
Warrant liability			$ 0.0	$ 0.0
Recognized (income) expense		$ (0.8)
Goldman and Beekman [Member]
Investor Voting Warrants [Abstract]
Number of shares issued (in shares)			2,148,806
Investor Voting Warrants [Member]
Investor Voting Warrants [Abstract]
Common unit warrants issued (in shares)	25,000
Common unit warrants in exchange price	$ 1.0
Common unit warrants term (in years)	10 years
Common units redemption term	5 years

Stockholders' and Members' Equity, Non-Controlling Interest (Details)	6 Months Ended
	Mar. 31, 2021 shares
Bosun's Assets and Operations [Member]
Noncontrolling Interest [Abstract]
Number of shares issued (in shares)	290,466
Percentage of ownership interest surrendered	25.00%
South Shore Assets and Operations [Member]
Noncontrolling Interest [Abstract]
Number of shares issued (in shares)	306,199
Percentage of ownership interest surrendered	25.00%
OneWater LLC [Member]
Noncontrolling Interest [Abstract]
Ownership interest of parent	72.90%
Ownership interest percentage	27.10%

Stockholders' and Members' Equity, Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Sep. 30, 2020	Feb. 10, 2020
Numerator [Abstract]
Net income attributable to OneWater Inc	$ 20,475	$ 1,085	$ 28,263	$ 1,085
Antidilutive Securities [Abstract]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	4,251,000	8,589,000	4,327,000	8,589,000
Restricted Stock Units [Member]
Antidilutive Securities [Abstract]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	143,000	127,000	173,000	127,000
Common Class A [Member]
Earnings (loss) per unit attributable to common interest holders [Abstract]
Common stock, shares outstanding (in shares)	10,968,152		10,968,152		10,391,661	0
Denominator [Abstract]
Weighted-average number of unrestricted outstanding common shares used to calculate basic net income per share (in shares)	10,901,000	6,088,000	10,838,000	6,088,000
Effect of dilutive securities [Abstract]
Restricted stock units (in shares)	270,000	0	245,000	0
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted earnings per share (in shares)	11,171,000	6,088,000	11,083,000	6,088,000
Earnings per share of Class A common stock - basic (in dollars per share)	$ 1.88	$ 0.18	$ 2.61	$ 0.18
Earnings per share of Class A common stock - diluted (in dollars per share)	$ 1.83	$ 0.18	$ 2.55	$ 0.18
Common Class B [Member]
Earnings (loss) per unit attributable to common interest holders [Abstract]
Common stock, shares outstanding (in shares)	4,070,872		4,070,872		4,583,637	0
Antidilutive Securities [Abstract]
Antidilutive securities excluded from computation of diluted weighted average shares (in shares)	4,108,000	8,462,000	4,154,000	8,462,000

Stockholders' and Members' Equity, Employee Stock Purchase Plan (Details) - Common Class A [Member]	Feb. 23, 2021 shares
Employee Stock Purchase Plan [Abstract]
Percentage of outstanding shares, ESPP issuance	1.00%
Maximum [Member]
Employee Stock Purchase Plan [Abstract]
ESPP shares issuance (in shares)	299,505

Redeemable Preferred Interest in Subsidiary (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended
	Feb. 11, 2020	Mar. 31, 2021	Dec. 31, 2020	Mar. 31, 2020	Mar. 31, 2021	Sep. 30, 2016
Redeemable Preferred Interest in Subsidiary [Abstract]
Amount of cash to fully redeem the preferred interest		$ 0	$ 0
One Water Assets & Operations [Member]
Redeemable Preferred Interest in Subsidiary [Abstract]
Units outstanding (in shares)						100,000
Preferred units outstanding (in shares)						68,000
Preferred interest rate of return					10.00%
Preferred interest redemption period					5 years
Amount of cash to fully redeem the preferred interest	$ 89,200
Amount of accretion of the discount and amortization				$ 1,100

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2021	Sep. 30, 2020
Effective Income Tax Rate Reconciliation [Abstract]
Effective tax rate	17.60%	17.60%
Tax receivable agreement liability	$ 17,560	$ 17,560	$ 15,585
Percentage of net cash savings		85.00%

Contingencies and Commitments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Dec. 29, 2020	Sep. 30, 2020
Operating Leases [Abstract]
Rent expense	$ 3,900	$ 3,100	$ 7,000	$ 6,100
Lease term	1 year		1 year
Acquisition Contingent Consideration [Abstract]
Contingent consideration	$ 5,500		$ 5,500			$ 5,500
Contingent consideration transaction final payout					$ 5,900
Loss on contingent consideration	$ 0	$ 0	$ 377	$ 0

Related Party Transactions (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Mar. 31, 2021	Mar. 31, 2020	Sep. 30, 2020
Related Party Transactions [Abstract]
Due from related parties	$ 5,851		$ 5,851		$ 100
Chief Executive Officer [Member]
Related Party Transactions [Abstract]
Payments and fees, related party		$ 100		$ 300
Affiliated Entities [Member]
Related Party Transactions [Abstract]
Purchase of inventories	21,300	8,700	36,400	19,500
Expenses incurred	500	400	1,100	1,000
Affiliated Entities and Individuals [Member]
Related Party Transactions [Abstract]
Fees received for goods and services	1,300	300	1,400	400
Payments and fees, related party	$ 100	$ 200	$ 100	$ 400

Label	Element	Value
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	$ 121,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	163,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	616,000
Distribution Made to Limited Liability Company (LLC) Member, Cash Distributions Paid	us-gaap_DistributionMadeToLimitedLiabilityCompanyLLCMemberCashDistributionsPaid	0
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	74,000
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	1,004,000
Temporary Equity, Elimination as Part of Reorganization	us-gaap_TemporaryEquityEliminationAsPartofReorganization	88,131,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	102,433,000
Net (loss) income	us-gaap_TemporaryEquityNetIncome	0
Temporary Equity, Accretion to Redemption Value	us-gaap_TemporaryEquityAccretionToRedemptionValue	74,000
Temporary Equity, Accretion of Dividends	us-gaap_TemporaryEquityAccretionOfDividends	1,004,000
Additional Paid-in Capital [Member]
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	163,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	0
Net income	us-gaap_ProfitLoss	0
Net income	us-gaap_ProfitLoss	0
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	0
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	56,567,000
Noncontrolling Interest [Member]
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	1,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	0
Net income	us-gaap_ProfitLoss	1,872,000
Net income	us-gaap_ProfitLoss	103,000
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	0
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	73,018,000
Retained Earnings [Member]
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	0
Net income	us-gaap_ProfitLoss	1,085,000
Net income	us-gaap_ProfitLoss	0
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	0
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	0
Members Equity [Member]
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	120,000
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	616,000
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	74,000
Net income	us-gaap_ProfitLoss	0
Net income	us-gaap_ProfitLoss	(81,000)
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	1,004,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	(27,298,000)
Class B Common Stock [Member] \| Common Stock [Member]
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	0
Net income	us-gaap_ProfitLoss	0
Net income	us-gaap_ProfitLoss	0
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	$ 0
Effect of Organizational Transactions, Shares	onew_EffectOfOrganizationalTransactionsShares	8,462,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	$ 85,000
Common Class A [Member] \| Common Stock [Member]
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Shares Issued, Value, Share-based Payment Arrangement, after Forfeiture	us-gaap_StockIssuedDuringPeriodValueShareBasedCompensation	0
Accretion of Redeemable Preferred and Issuance Costs	onew_AccretionOfRedeemablePreferredAndIssuanceCosts	0
Net income	us-gaap_ProfitLoss	0
Net income	us-gaap_ProfitLoss	0
Accumulated Unpaid Preferred Returns	onew_AccumulatedUnpaidPreferredReturns	$ 0
Effect of Organizational Transactions, Shares	onew_EffectOfOrganizationalTransactionsShares	6,088,000
Effect Of Organizational Transactions Value	onew_EffectOfOrganizationalTransactionsValue	$ 61,000