v3.25.1
Stockholders’ Equity
 6 Months Ended
Mar. 31, 2025
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Equity-Based Compensation
We maintain the OneWater Marine Inc. Omnibus Incentive Plan (the “LTIP”) to incentivize individuals providing services to OneWater Inc and its subsidiaries and affiliates. The LTIP provides for the grant, from time to time, at the discretion of the board of directors of OneWater Marine Inc. (the “Board”) or a committee thereof, of (1) stock options, (2) stock appreciation rights, (3) restricted stock, (4) restricted stock units, (5) stock awards, (6) dividend equivalents, (7) other stock-based awards, (8) cash awards, (9) substitute awards and (10) performance awards. The total number of shares reserved for issuance under the LTIP that may be issued pursuant to incentive stock options (which generally are stock options that meet the requirements of Section 422 of the Code) is 1,631,312. 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, 2025, the Board approved the grant of 152,072 performance-based restricted stock units, which represents 100% of the target award. Performance-based restricted stock units provide an opportunity for the recipient to receive a number of shares of our common stock based on our performance goals. A performance-based restricted stock unit equals one share of common stock of the Company. The performance-based restricted stock units vest in three equal annual installments commencing on October 1, 2025. As of March 31, 2025, the Company estimated achievement of the performance targets at 100%.
During the six months ended March 31, 2025, the Board approved the grant of 211,978 time-based restricted stock units. Of this amount, 36,596 restricted stock units fully vest on October 1, 2025 and the remaining 175,382 restricted stock units vest in three equal annual installments commencing on October 1, 2025.
Compensation cost for time-based restricted stock units is based on the closing price of our common stock on the date immediately preceding the grant and is recognized on a graded basis over the applicable vesting periods. Compensation cost for performance share units is based on the closing price of our common stock on the date immediately preceding the grant and the ultimate performance level achieved and is recognized on a graded basis over the applicable vesting period. The Company recognized $2.0 million and $2.1 million of compensation expense for the three months ended March 31, 2025 and 2024, respectively, which includes $0.8 million and $0.9 million of compensation expense for the three months ended March 31, 2025 and 2024, respectively, for performance-based units. The Company recognized $4.0 million and $4.4 million of compensation expense for the six months ended March 31, 2025 and 2024, respectively, which includes $1.5 million and $1.7 million of compensation expense for the six months ended March 31, 2025 and 2024, respectively, for performance-based units.
The following table further summarizes activity related to restricted stock units for the six months ended March 31, 2025:
Restricted Stock Unit Awards
Number of Shares Weighted Average
Grant Date Fair Value
Unvested at September 30, 2024542,119$27.20 
Awarded364,05023.91 
Vested(238,352)27.54 
Forfeited— — 
Unvested at March 31, 2025667,817$25.29 
As of March 31, 2025, the total unrecognized compensation expense related to outstanding equity awards was $7.8 million, which the Company expects to recognize over a weighted-average period of 1.4 years.
We issue shares of our Class A common stock upon the vesting of performance-based restricted stock units and time-based restricted stock units. These shares are issued from our authorized and not outstanding common stock. In addition, in connection with the vesting of restricted stock units, we repurchase a portion of shares equal to the amount of employee income tax withholding. We recognize forfeitures of performance-based restricted stock units and time-based restricted stock units as the forfeitures occur.
Net Loss Per Share
Basic and diluted net loss per share of Class A common stock is computed by dividing net income (loss) attributable to OneWater Inc by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted net loss per share is computed by giving effect to all potentially dilutive shares.
The following table sets forth the calculation of net loss per share for the three months ended March 31, 2025 and 2024 (in thousands, except per share data):
Net loss per share:Three Months Ended March 31, 2025Three Months Ended March 31, 2024
Numerator:  
Net loss attributable to OneWater Inc$(368)$(3,969)
  
Denominator:  
Weighted-average number of unrestricted outstanding common shares used to calculate basic net loss per share15,96814,579
Effect of dilutive securities:  
Restricted stock units——
Employee stock purchase plan ——
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net loss per share15,96814,579
  
Net loss per share of Class A common stock – basic$(0.02)$(0.27)
Net loss per share of Class A common stock – diluted$(0.02)$(0.27)
The following table sets forth the calculation of net loss per share for the six months ended March 31, 2025 and 2024 (in thousands, except per share data):
Net loss per share:Six Months Ended March 31, 2025Six Months Ended March 31, 2024
Numerator:
Net loss attributable to OneWater Inc$(12,339)$(11,139)
Denominator:
Weighted-average number of unrestricted outstanding common shares used to calculate basic net loss per share15,39314,559
Effect of dilutive securities:
Restricted stock units——
Employee stock purchase plan ——
Diluted weighted-average shares of Class A common stock outstanding used to calculate diluted net loss per share15,39314,559
Net loss per share of Class A common stock – basic$(0.80)$(0.77)
Net loss per share of Class A common stock – diluted$(0.80)$(0.77)
Shares of Class B common stock and unvested restricted stock units do not share in the income (losses) of the Company and are therefore not participating securities. As such, separate presentation of basic and diluted net loss 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 net loss per share because the effect of including such potentially dilutive shares would have been antidilutive upon conversion (in thousands):
Three Months Ended March 31, 2025Three Months Ended March 31, 2024
Class B common stock3451,430
Restricted Stock Units111480
Employee Stock Purchase Plan226
4581,936
Six Months Ended March 31, 2025Six Months Ended March 31, 2024
Class B common stock8941,430
Restricted Stock Units112488
Employee Stock Purchase Plan626
1,0121,944
On March 30, 2022, the Board approved a share repurchase program up to $50 million. No shares of Class A common stock were repurchased by the Company during the six months ended March 31, 2025. As of March 31, 2025 the Company has repurchased and retired 73,487 shares of Class A common stock under the repurchase program for a purchase price of approximately $1.9 million. As of March 31, 2025, approximately $48.1 million remained available for future purchase under the repurchase program. The repurchase program does not have a predetermined expiration date.
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 567,455 additional shares of the Company’s Class A common stock may be issued under the ESPP as of March 31, 2025, subject to certain adjustments as set forth in the ESPP. On the first day of each fiscal year during the term of the ESPP, beginning on October 1, and ending on (and including) September 30, the number of shares of Class A common stock that may be issued under the ESPP will increase by a number of shares equal to the least of (i) 1% of the outstanding shares on the Adoption Date, or (ii) such lesser number of shares (including zero) that the administrator determines for purposes of the annual increase for that fiscal year. The number of shares of Class A common stock that may be granted to any single participant in any single option period will be subject to certain limitations set forth in the plan.
The Company recorded equity-based compensation for the ESPP of $0.1 million during the three months ended March 31, 2025 and 2024 and $0.3 million during the six months ended March 31, 2025 and 2024. As of March 31, 2025 and September 30, 2024, the Company had current liabilities of $0.4 million and $0.3 million, respectively, for future purchases of shares under the ESPP. During the six months ended March 31, 2025 and 2024, 36,167 and 25,493 shares were issued under the ESPP at an average share price of $14.77 and $28.72, respectively.
We used a Black-Scholes model to estimate the fair value of the options granted to purchase shares issued pursuant to the ESPP. Volatility is based on the historical volatility of our common stock. The risk-free rate for periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of grant.
The following are the assumptions used for the periods ended March 31, 2025 and 2024:
20252024
Dividend yield0.0 %0.0 %
Risk-free interest rate
4.3 - 5.4%
5.2 - 5.5%
Volatility
55.0 - 65.5%
37.6 - 62.7%
Expected lifeSix monthsSix months
Distributions
During the six months ended March 31, 2025 and 2024, the Company made distributions to OneWater Unit Holders for certain permitted tax payments.
Non-Controlling Interest
As discussed in Note 1, OneWater Inc consolidates the financial results of OneWater LLC and its subsidiaries. In periods prior to March 31, 2025, OneWater Inc reported non-controlling interests related to the portion of OneWater LLC Units not owned by OneWater Inc. Holders of OneWater LLC Units could exchange their LLC Units, together with an equal number of shares of Class B common stock of OneWater Inc, for shares of Class A common stock of OneWater Inc on a one-for-one basis or, at OneWater LLC's election, cash. During the six months ended March 31, 2025, the remaining OneWater LLC Units, as well as 1,429,940 shares of Class B common stock of OneWater Inc, were exchanged for 1,429,940 shares of Class A common stock of OneWater Inc. As of March 31, 2025, OneWater Inc owned 100.0% of the economic interest of OneWater LLC and, accordingly, going forward will no longer report a non-controlling interest related to OneWater LLC Units.