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Investor Presentation 1 January 2025
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Cautionary Statement Concerning Forward-Looking Statements Information in this presentation of OneWater Marine Inc. (“OneWater,” “ONEW,” the “Company,” “we,” or “us”), and any oral statements made in connection therewith, may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including regarding our strategy, future operations, financial position, prospects, plans and objectives of management, growth rate and its expectations regarding future revenue, operating income or loss or earnings or loss per share. In some cases, you can identify forward-looking statements because they contain words such as “may,” “will,” “will be,” “will likely result,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “foresees,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “outlook” or “continue” or the negative of these words or other similar terms or expressions that concern our expectations, strategy, plans or intentions. These forward-looking statements are not guarantees of future performance, but are based on management’s current expectations, assumptions and beliefs concerning future developments and their potential effect on us, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Our expectations expressed or implied in these forward-looking statements may not turn out to be correct. Important factors, some of which are beyond our control, that could cause actual results to differ materially from our historical results or those expressed or implied by these forward-looking statements include the following: effects of industry wide supply chain challenges including a heightened inflationary environment and our ability to maintain adequate inventory; decline in demand for our products and services; the seasonality and volatility of the boat industry; general domestic and international political and regulatory conditions, including changes in tax or fiscal policy and the effects of past or future restrictions on various commercial and economic activities in response to public health concerns; fluctuation in interest rates; adverse weather events; our acquisition strategies and our ability to integrate additional marine retailers; the inability to comply with the financial and other covenants and metrics in our credit facilities; cash flow and access to capital; any global public health concern, including, for example, our ability to safely operate our locations, access to inventory and customer demand; environmental conditions and real or perceived human health or safety risks; our ability to retain key personnel and the effects of labor shortages; the timing of development expenditures, and other risks. More information on these risks and other potential factors that could affect our financial results is included in our filings with the Securities and Exchange Commission, including in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recently filed Annual Report on Form 10-K. Any forward-looking statement speaks only as of the date as of which such statement is made, and, except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events, or otherwise. Non-GAAP Financial Measures This presentation includes financial measures that are not presented in accordance with generally accepted accounting principles (“GAAP”), including Adjusted EBITDA, Adjusted Net Income Attributable to OneWater and Adjusted Diluted Earnings Per Share. While management believes Adjusted EBITDA, Adjusted Net Income Attributable to OneWater and Adjusted Diluted Earnings Per Share may be useful in performing meaningful comparisons of past and present operating results and in understanding the performance of ongoing operations and how management views the business, none are a measure of our financial performance under GAAP and none should be considered in isolation or as an alternative to any measure of such performance derived in accordance with GAAP. Adjusted EBITDA is calculated as net income (loss) before interest expense – other, income tax (benefit) expense, depreciation and amortization and other (income) expense, further adjusted to eliminate the effects of items such as the change in fair value contingent consideration, restructuring and impairment, gain (loss) on extinguishment of debt, transaction costs, and stock-based compensation. Adjusted Net Income Attributable to OneWater is calculated as net income (loss) attributable to OneWater before transaction costs, intangible amortization, change in fair value of contingent consideration, restructuring and impairment and other expense (income), all of which are then adjusted for an allocation to the non-controlling interest of OneWater Marine Holdings, LLC. Each of these adjustments are subsequently adjusted for income tax at an estimated effective tax rate. Management also reports Adjusted Diluted Earnings Per Share which presents all of the adjustments to net income attributable to OneWater noted above on a per share basis. Amounts excluded from these non-GAAP measures in future periods could be significant and our current presentation of these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. These non-GAAP measures have limitations as analytical tools and you should not consider them in isolation or as substitutes for analysis of our results as reported under GAAP. Because our non-GAAP financial measures may be defined differently by other companies, our definition of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing its utility. We have not reconciled non‐GAAP forward-looking measures to their corresponding GAAP measures because certain items that impact these measures are unavailable or cannot be reasonably predicted without unreasonable efforts. See the Appendix for a reconciliation to directly comparable GAAP financial measures. Industry and Market Data This presentation includes market data and other statistical information from third-party sources, including independent industry publications or other published independent sources. Although we believe these third-party sources are reliable as of their respective dates, we have not independently verified the accuracy or completeness of this information. Some of the data is also based on our good faith estimates, which are derived from our review of internal sources as well as the third-party sources described above. Trademarks and Trade Names OneWater owns or has rights to various trademarks, service marks and trade names that it uses in connection with the operation of its business. This presentation also contains trademarks, service marks and trade names of third parties, which are the property of their respective owners. OneWater’s use or display of third parties’ trademarks, service marks, trade names or products in this presentation is not intended to, and does not imply, a relationship with OneWater (except as stated herein) or an endorsement or sponsorship by or of OneWater. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that OneWater will not assert, to the fullest extent under applicable law, its rights or the right of the applicable licensor to these trademarks, service marks and trade names. Other Certain monetary amounts, percentages and other figures included in this presentation have been subject to rounding adjustments. Percentage amounts included in this presentation have not in all cases been calculated on the basis of such rounded figures, but on the basis of such amounts prior to rounding. For this reason, percentage amounts in this presentation may vary from those obtained by performing the same calculations using the figures in our consolidated financial statements included elsewhere. Certain other amounts that appear in this presentation may not sum due to rounding. Disclaimer 2
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OneWater at a Glance 3 STRONG FINANCIAL TRACK RECORD Note: Company has a September 30 fiscal year end. 1. See reconciliation of non-GAAP financial measures in the appendix. 2. CAGR FY18 – FY24. One of the leading marine retailers of scale in a highly fragmented market Multi-pronged growth strategy; bolstered by proven M&A strategy Expanding margin profile through diversification strategy Flexible operating model able to react quickly to market dynamics Experienced leadership team w/ 30+ years average experience KEY INVESTMENT HIGHLIGHTS GROWING FOOTPRINT 96 Retail locations 10 Parts and accessories centers 19 States Multiple Online marketplaces $391 $603 $768 $1,023 $1,228 $1,745 $1,936 $1,773 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 $18 $41 $46 $85 $162 $258 $176 $82 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 5% 7% 6% 8% 13% 15% 9% 5%Margin Revenue ($MM) Adj. EBITDA ($MM) 1
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OneWater’s Evolution into a Market Leader 4 Note: retail location count as of December 2024. 1. Graphic excludes 1 international Denison Yachting location in Monaco <5 Locations 5 – 10 locations 10+ locations KEY ACQUISITIONS Private Ownership 1987 - 2014 Private Equity Backing 2015 - 2019 Public Company 2020 - Present 1 store in 1987 to 15 by 2014 Expanded to 63 stores by 2019 96 retail and 10 warehouse locations today1
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70% 63% 20% 18% 6% 16% 4% 3% 2020 2024 Finance & Insurance Parts & Service Pre-Owned New Diversified Income Streams Provide Resiliency 5 Note: Represents figures for the fiscal year 2024 ended September 30, 2024. 1. Excludes one retail international Denison Yachting location in Monaco 2. 2023 NMMA Recreational Boating Statistical Abstract. Top 20 states, in order, include Florida, Texas, Michigan, North Carolina, Minnesota, New York, Wisconsin, Georgia, California, Alabama, South Carolina, Tennessee, Louisiana, Missouri, Ohio, New Jersey, Virginia, Washington, Illinois, and Pennsylvania. 13 of the top 20 boating states2 Market leader in more than 10 markets 96 Retail locations across 17 states 1 40% Profit contribution from higher margin revenue streams FL 55% TX 10% AL 9% GA 7% OH 4% MA 4% NJ 4% SC 3% Other 4% Retail Sales By State Growing presence in VARIED ACROSS THE BOAT LIFE CYCLE STRATEGIC FOOTPRINT Revenue Contribution 55% 45% 16% 15% 13% 28% 16% 12% 2020 2024 Gross Profit Contribution $1.02B $1.77B $236M $435M
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39% 17% 28% 12% 4% Broad Product Portfolio 6 Note: Brand and boat type pie charts reflect the fiscal year ended September 30th, 2024 New Boat revenue composition. #1 brand accounts for 12% of New Boat sales #1 customer for each of our top 5 brands Top 3 customer for more than 25 of our brands Scale & diversification drives best inventory and pricing BOAT TYPE Pontoon Yacht & Other Runabout Saltwater Fishing Wake/Ski 34% 12% 11% 9% 7% 6% 6% 4% 4% 4% 3% BRAND All Other Brands DIVERSIFICATION PROVIDES FLEXIBILITY TO MEET CUSTOMER DEMAND ACROSS ALL MARKETS
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Outperforming the Industry 7 HISTORICAL PERFORMANCE VS. ONEWATER Historical Pre-owned Powerboat Market Performance2 1. Based on management and industry commentary from public filings, earnings calls and other public sources. 2. Charts sourced from NMMA OUTPERFORMANCE New Boats • Market unit sales CAGR of -2% from 2017-2023 vs. ONEW CAGR of 9% • 2023 market average unit price of $89K vs. $232K at ONEW Pre-Owned Boats • Market unit sales CAGR of -1% from 2017-2023 vs. ONEW CAGR of 16% • 2023 market average unit price of $13K vs. $79K at ONEW Industry Dynamics • Following a COVID-era boom, the market returned to historical buying patterns and consumer behavior Historical New Powerboat Market Performance2 0 1 2 3 4 5 6 7 2017 2018 2019 2020 2021 2022 2023 0 50 100 150 200 250 Unit Sales (K) 0 200 400 600 800 1,000 1,200Unit Sales (K) (K) 0 1 2 3 4 5 6 2017 2018 2019 2020 2021 2022 2023 (K) ONEW New Boat Performance ONEW Pre-owned Boat Performance
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Large Addressable Market 8 SIGNIFICANT MARKET OPPORTUNITY 1 1. Estimates derived from 2023 NMMA Recreational Boating Statistical Abstract, Boating Industry as compared to OneWater’s FY23 results 2. Represents market share (% of total revenue) DRIVERS Large Runway2 • 3.4 % total U.S market share • 5.6 % new U.S market share • 2.9 % pre-owned U.S. market share Expanded Geography & Portfolio • Ability to expand into new markets with targeted M&A of high- performing dealers Competitive Advantages • Scale, technology, and shared best practices to outperform the greater market $22B $58B $1.2B $1.9B Total U.S. Marine Retail Total U.S. New Boat Retail FY23 Total Sales FY23 New Boat Sales FY23 Pre-Owned Sales Total U.S. Pre-Owned Retail$11B $0.3B
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$23 $27 $30 $60 $176 $24 $172 $114 $114 $80 $72 $8 2017 2018 2019 2020 2021 2022 2023 2024 Total Investment Cumulative Adj. EBITDA Acquisition Driven Growth Strategy 9 1. Sourced from Dun & Bradstreet’s “Boat Dealers Industry Profile” report, September 2024. 2. Represents dealerships owned across the U.S. (% of total stores) 3. Based on management estimates 4. Total investment defined as purchase price of acquisitions in respective vintage year, excluding working capital and fixed assets 5. Represents returns through fiscal year 2024 ended September 30, 2024. HIGHLY FRAGMENTED MARKET 4,000+ dealerships nationwide1 2.4%2 Other Major Players 96 Stores as of January 2025 3.0%3 The other 95% ..... • Small mom & pop shops • Aging seller population with no exit strategy • Limited inventory universe • High carrying costs • Strong local brand presence INVESTMENT RETURNS Returns by Vintage Year ($M) 5 Investment returns from acquisition date through 2024 • Adding high performing dealers in attractive marine markets that meet disciplined valuation criteria • Integration synergies drive significant sales and earnings opportunities • Enhances benefit of economies of scale 4
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Proven Integration Playbook 1. These targeted improvements represent our goals and there can be no assurance that all or any of these improvements will be accomplished. See "Disclaimer – Cautionary Statement Concerning Forward-Looking Statements.“ POST -ACQUISITION IMPROVEMENTS 1 • Implement Finance & Insurance offerings • Integrate into ONEW inventory universe • Introduce new brands and boat types • Execute on synergies and best practices • Establish strong back-office support • Implement technologies • Reduce expenses • Free up owners to focus on selling Targeted Multiple Transformation Acquisition Multiple Post- Improvements Multiple 4.0x 2.0x 10 RECENT CASE STUDIES OPPORTUNITY IMPROVEMENTS Acquired FY18 Acquired FY18 • Expansion into new state establishing a Northeast presence • Virtually no Finance & Insurance sales • Little focus on Pre-Owned Boats • Strong management team • Premium brands (Pursuit, Edgewater, Regal, Cruisers) • 2 additional locations in the Ohio market • Virtually no Finance & Insurance sales • Little focus on Pre-Owned Boats • Retiring owner with a rising third generation • Quality brands (Bennington, Godfrey, Sea Ray, Tracker) • Implemented F&I • Expanded Pre-Owned process • Added Tiara Sport and Tiara Yacht brands • Expanded floorplan capacity to support growth • Implemented technologies (CRM, Inventory management, Dashboard) • Implemented F&I • Established Pre-Owned process • Established a strong back office to support the business • Implemented technologies (CRM, Inventory management, Dashboard)
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COMPREHENSIVE VIRTUAL MARINE RETAIL PLATFORM Accelerating Organic Growth 11 DRIVING SAME STORE SALES CRM INVENTORY MANAGEMENT DASHBOARD ONLINE PORTAL • Internally-developed software integrated with sales processes that allows for efficient lead generation and tracking • CRM and the integrated quoting tool can be accessed wherever business is conducted • Provides nationwide visibility of available and on order inventory • Allows for dynamic pricing at the dealership level • Developed for managers to monitor KPIs and other operational metrics • Used in measuring sales performance and budget monitoring • Internally-developed intranet provides employees with information, training / certifications, best practices and other resources Formula for Success • Long-standing partnerships with top manufacturers supply dealers with hottest boat models • Cross-sale opportunities between revenue streams • Active, experienced sales force shares best practices • Leverage technology and scale to have the right boat at the right price, place, and time 11% Average SSS1 1. Average fiscal full-year dealership same store sales from 2018 - 2024
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Growth Company with Proven Ability in Evolving Market 12 REVENUE & ADJ. EBITDA 1 ($MM) Note: Company has a September 30 fiscal year end. 1. See reconciliation of non-GAAP financial measures in the appendix. 2. CAGR FY17 – FY24. 3. Midpoint of management’s FY25 guidance range 22% 12% 24% 10% 12% 3% (7)% LSD3 32% 15% 9% 10% 30% 8% (1)% 5% 7% 6% 8% 13% 15% 9% 5%Adj. EBITDA Margin $391 $603 $768 $1,023 $1,228 $1,745 $1,936 $1,773 $1,7753 $18 $41 $46 $85 $162 $258 $176 $82 $953 FY 17 FY 18 FY 19 FY 20 FY 21 FY 22 FY 23 FY 24 FY 25E Revenue Adj. EBITDA Typical Cycle Covid Boost Return to Normalcy Normalized operating environment Managed through difficult supply chain to capture high demand Normalizing sales and operating environment 7-Year CAGR2 – Revenue: 24% & Adj. EBITDA: 25% Dealership Same Store Sales M&A + Distribution Sales
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13 Financial Summary
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GROSS PROFIT New Boat 36,876 44,681 (17.5%) 14.9% 18.5% Pre-owned Boat 11,216 11,937 (6.0%) 19.7% 22.4% Finance and Insurance 9,400 7,360 27.7% 100.0% 100.0% Service, Parts and Other 26,562 27,465 (3.3%) 43.1% 44.1% Total Gross Profit $84,054 $91,443 (8.1%) 22.4% 25.1% SG&A 79,060 79,599 (0.7%) % Revenue 21.0% 21.9% Interest Expense – Floorplan 7,026 7,812 (10.1%) % Revenue 1.9% 2.1% Adjusted EBITDA1 $1,907 $7,108 (73.2%) Margin 0.5% 2.0% Net Loss $(13,612) $(7,970) 70.8% 1Q’25 Financial Summary 14 ($ in thousands) 1Q’25 1Q’24 % Change YoY 1Q’25 1Q’24 REVENUE New Boat $247,997 $241,084 2.9% 66.0% 66.2% Pre-owned Boat 56,798 53,283 6.6% 15.1% 14.7% Finance and Insurance 9,400 7,360 27.7% 2.5% 2.0% Service, Parts and Other 61,619 62,286 (1.1%) 16.4% 17.1% Total Revenue $375,814 $364,013 3.2% 100% 100% % Contribution % Gross Margin 1. Please see reconciliation of this Non-GAAP Financial Measure in the appendix.
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Capital Structure 15 ($ in millions) 12.31.2023 12.31.2024 Rate Refinanced Credit Facility $398 $375 7.6% Revolving Note Payable 45 58 7.9% Commercial Vehicle Notes Payable 3 2 5.0% Acquisition Notes Payable 1 - 4.0% Unamortized Debt Issuance Cost (7) (7) Total Debt $440 $428 Cash 45 23 Net Debt $395 $405 TTM Adjusted EBITDA1 $153 $77 Net Debt / Adjusted EBITDA 2.6X 5.2X Capitalization Source: 10-Q 1. Please see reconciliation of this Non-GAAP Financial Measure in Appendix section. Amount represents Adjusted EBITDA for the historical period and does not include a proforma estimate for the acquisitions.
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16 Appendix
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Reconciliation of Adjusted EBITDA 17 ($ in thousands) 1Q’25 1Q’24 TTM DEC’2024 TTM DEC’2023 2024 2023 2022 2021 2020 2019 2018 2017 Net Income (Loss) $(13,612) $(7,970) $(11,818) $(58,509) $(6,176) $(39,111) $152,611 $116,413 $48,508 $37,263 $1,946 $(4,258) Interest Expense – Other 8,988 9,152 36,886 36,125 37,050 34,557 13,201 4,344 8,828 6,568 3,836 2,266 Income Tax (Benefit) Expense (5,262) (2,276) (3,143) (9,072) (157) (3,412) 43,225 25,802 6,329 - - - Depreciation and Amortization 6,037 4,906 23,318 25,512 22,187 26,788 16,297 5,411 3,249 2,682 1,685 1,055 Change in Fair Value of Warrant Liability - - - - - - - - (771) (1,336) 33,187 18,057 Loss (Gain) on Extinguishment of Debt - - - - - - 356 - 6,559 - (209) - Change in Fair Value of Contingent Consideration 242 572 3,918 377 4,248 (1,604) 10,380 3,249 6,762 (1,674) - - Transaction Costs 559 579 1,510 1,088 1,530 1,839 7,724 869 3,648 1,323 438 327 Stock-Based Compensation 2,170 2,392 8,221 8,781 8,443 8,962 10,013 5,741 2,213 154 154 - Restructuring and Impairment 1,898 - 17,216 147,402 15,318 147,402 - - - - - - Other Expense (Income) 887 (247) 1,148 1,345 14 953 3,793 (248) (24) 1,402 (60) 217 Adjusted EBITDA 1,907 7,108 77,256 153,049 $82,457 $176,374 $247,600 $161,581 $85,301 $46,382 $40,977 $17,664 EBITDA Margin 0.5% 2.0% 4.3% 7.9% 4.7% 9.1% 14.8% 13.2% 8.3% 6.0% 6.8% 4.5% Note: Company has a September 30 fiscal year end.
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Reconciliation of Adjusted Net Income & Adjusted EPS 18 ($ in thousands) Three Months Ended December 31 2024 2023 Net loss attributable to OneWater Marine Inc. $(11,971) $(7,170) Transaction costs 559 579 Intangible amortization 2,122 1,579 Change in fair value of contingent consideration 242 572 Restructuring and impairment 1,898 - Other expense (income), net 887 (247) Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC1 (514) (223) Adjustments to income tax benefit2 (1,195) (520) Adjusted net loss attributable to OneWater Marine Inc. $(7,972) $(5,430) Net loss per share of Class A common stock – diluted $(0.81) $(0.49) Transaction costs 0.04 0.04 Intangible amortization 0.14 0.11 Change in fair value of contingent consideration 0.02 0.04 Restructuring and impairment 0.13 - Other expense (income), net 0.06 (0.02) Net loss attributable to non-controlling interests of One Water Marine Holdings, LLC1 (0.04) (0.02) Adjustments to income tax benefit2 (0.08) (0.04) Adjusted loss per share of Class A common stock – diluted $(0.54) $(0.38) Source: 10-Q Note: Company has a September 30 fiscal year end. 1. Represents an allocation of the impact of reconciling items to our non-controlling interest. 2. Represents an adjustment of all reconciling items at an estimated effective tax rate.