Please wait

onewlogoa.jpg
ONEWATER MARINE INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On February 2, 2026, OneWater Marine Inc. (the “Company”) completed the sale of its equity interests in Ocean Bio-Chem Holdings, Inc. ("Ocean Bio-Chem") to Recochem Inc. (the "Buyer") for $50.0 million ($55.0 million of total consideration, less an estimated $5.0 million of working capital and other adjustments to the contractual price and selling expenses) pursuant to the Securities Purchase Agreement, dated February 2, 2026, by and among the Company, Ocean Bio-Chem and the Buyer (the "Ocean Bio-Chem transaction").
The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, gives effect to the Ocean Bio-Chem transaction as if it were completed on September 30, 2025.
The unaudited pro forma condensed consolidated statements of operations for the year ended September 30, 2025, gives effect to the Ocean Bio-Chem transaction as if it were complete on October 1, 2024. The estimated gain on sale in connection with the Ocean Bio-Chem transaction is reflected in the unaudited pro forma condensed consolidated balance sheet within equity. The estimated loss on sale of $9.6 million is not reflected in the unaudited pro forma condensed consolidated statements of income as it does not have a continuing impact on the Company's results.
The unaudited pro forma condensed consolidated financial information has been prepared from the Company's historical accounting records and, in accordance with Article 11 of SEC Regulation S-X, is subject to the assumptions and adjustments described in the accompanying notes. These assumptions and adjustments are based on information presently available. Actual adjustments may differ materially from the information presented. The unaudited pro forma condensed consolidated financial statements are based on the historical financial statements of the Company for each period presented, and in the opinion of management, all adjustments and disclosures necessary for a fair presentation of the pro forma data have been made.
The historical consolidated financial statements have been adjusted in the unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the Ocean Bio-Chem transaction, (ii) factually supportable and (iii) with respect to the pro forma condensed consolidated statements of operations, expected to have a continuing impact on consolidated operating results. The unaudited pro forma condensed financial information does not reflect future events that may occur after the Ocean Bio-Chem transaction, including any potential future cost savings that may be achieved.
The unaudited pro forma consolidated financial statements should be read in conjunction with the accompanying notes to the unaudited pro forma consolidated financial statements and the audited consolidated financial statements and the accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Company's Annual Report on Form 10-K for the fiscal year ended September 30, 2025.




ONEWATER MARINE INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
As of September 30, 2025
(In thousands)
As ReportedPro Forma AdjustmentsPro Forma
ASSETS
Cash$52,166 $50,000 (A)$52,166 
(50,000)(B)
Restricted cash12,654 — 12,654 
Accounts receivable, net60,885 (16,181)(C)44,704 
Inventories539,793 (17,382)(C)522,411 
Prepaid expenses and other current assets53,715 (1,664)(C)52,051 
Total current assets719,213 (35,227)683,986 
Property and equipment, net91,576 (29,827)(C)61,749 
Operating lease right-of-use assets128,988 (747)(C)128,241 
Other long-term assets2,309 — 2,309 
Deferred tax assets, net72,587 632 (D)73,219 
Intangible assets, net130,198 (1,100)(C)129,098 
Goodwill258,954 — 258,954 
Total assets$1,403,825 $(66,269)$1,337,556 
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable$43,758 $(4,587)(C)$39,171 
Other payables and accrued expenses41,429 (2,349)(C)39,080 
Customer deposits29,280 — 29,280 
Notes payable – floor plan419,682 — 419,682 
Current portion of operating lease liabilities16,615 (44)(C)16,571 
Current portion of long-term debt, net77,895 (50,000)(B)27,895 
Current portion of tax receivable agreement liability2,637 — 2,637 
Total current liabilities631,296 (56,980)574,316 
Other long-term liabilities2,544 — 2,544 
Tax receivable agreement liability34,858 — 34,858 
Long-term operating lease liabilities115,977 (350)(C)115,627 
Long-term debt, net334,197 — 334,197 
Total liabilities1,118,872 (57,330)1,061,542 
STOCKHOLDERS’ EQUITY
Class A common stock164 — 164 
Additional paid-in capital240,478 — 240,478 
Retained earnings44,954 (8,939)(E)36,015 
Accumulated other comprehensive loss(643)— (643)
Total stockholders’ equity284,953 (8,939)276,014 
Total liabilities and stockholders’ equity$1,403,825 $(66,269)$1,337,556 


ONEWATER MARINE INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Year Ended September 30, 2025
(In thousands except per share data)
As ReportedPro Forma AdjustmentsPro Forma
Revenues:
New boat$1,158,165 $— $1,158,165 
Pre-owned boat363,906 — 363,906 
Finance & insurance income54,959 — 54,959 
Service, parts & other295,304 (61,460)(F)233,844 
Total revenues1,872,334 (61,460)1,810,874 
Cost of sales:
New boat974,951 — 974,951 
Pre-owned boat298,361 — 298,361 
Service, parts & other172,000 (39,391)(F)132,609 
Total cost of sales1,445,312 (39,391)1,405,921 
Selling, general and administrative expenses343,285 (20,754)(F)322,531 
Depreciation and amortization21,634 (4,074)(F)17,560 
Transaction costs1,547 — 1,547 
Change in fair value of contingent consideration(2,133)— (2,133)
Restructuring and impairment148,139 — 148,139 
Loss from operations(85,450)2,759 (82,691)
Other expense (income):
Interest expense – floor plan28,469 — 28,469 
Interest expense – other36,183 — 36,183 
Other expense (income), net1,429 — 1,429 
Total other expense, net66,081 — 66,081 
Net loss before income tax benefit(151,531)2,759 (148,772)
Income tax benefit(35,301)641 (G)(34,660)
Net loss(116,230)2,118 (114,112)
Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC1,648 (167)(F)1,481 
Net loss attributable to OneWater Marine Inc.$(114,582)$1,951 $(112,631)
Net loss per share of Class A common stock – basic$(7.22)$(7.10)
Net loss per share of Class A common stock – diluted$(7.22)$(7.10)
Basic weighted-average shares of Class A common stock outstanding15,86915,869
Diluted weighted-average shares of Class A common stock outstanding15,86915,869


ONEWATER MARINE INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
Pro Forma Adjustments
(A)Adjustment represents the net cash proceeds received at closing from the Ocean Bio-Chem transaction ($55.0 million of cash consideration less estimated cash costs directly associated with the transaction and other adjustments of $5.0 million).
(B)The proceeds of the Ocean Bio-Chem transaction were used to reduce the outstanding debt of the Company.
(C)Adjustment represents the assets and liabilities purchased by the Buyer as part of the Ocean Bio-Chem transaction.
(D)Reflects deferred tax benefit recognized due to the Ocean Bio-Chem transaction.
(E)Adjustment reflects the pro forma non-recurring loss on the sale that would have been recorded if the Company had completed the Ocean Bio-Chem transaction on September 30, 2025, calculated as follows:
($ in thousands)
Cash received (net of selling and other expenses)$50,000 
Less: Carrying value of Ocean Bio-Chem assets and liabilities59,571 
Pro forma loss before income tax benefit(9,571)
Recognition of deferred tax benefit due to the sale of Ocean Bio-Chem632 
Pro forma net loss on sale of Ocean Bio-Chem$(8,939)
(F)Adjustments represent the elimination of revenues, costs and expenses directly attributable to Ocean Bio-Chem.
(G)Adjustment represents the estimated income tax effect of the pro forma adjustments at the Company's statutory tax rate for the year ended September 30, 2025.