In the years ended September 30, 2024, 2023 and 2022, the Company completed acquisitions of multiple businesses. The results of operations of acquisitions are included in the accompanying consolidated financial statements from the acquisition date. The purchase price of acquisitions was allocated to identifiable tangible assets and intangible assets acquired based on their estimated fair values at the acquisition date, with the excess being allocated to goodwill. Under the acquisition method of accounting, the purchase price is allocated to the tangible and intangible assets acquired and liabilities assumed based on the information currently available. Any changes to the value of identifiable intangible assets are reclassified from goodwill upon the completion of the valuations.

The fair values of the developed technology and trade name intangible assets as of the acquisition date were determined using the relief from royalty model. The fair values of the customer relationship intangible assets as of the acquisition date were determined using the discounted cash flow method.


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

Consideration transferred	5,712

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

On October 31, 2023, the Company exercised its right to acquire the remaining 20% economic interest in Quality Assets and Operations, LLC for consideration totaling $18.8 million. Subsequent to the acquisition, the Company owns 100% of the economic interest in Quality Assets and Operations, LLC.

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


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

Consideration transferred	42,032

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

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

•On November 30, 2021, T-H Marine Supplies, LLC (“T-H Marine”), a leading provider of branded marine parts and accessories for original equipment manufacturers (“OEMs”) and the aftermarket, with locations in Alabama, Florida, Illinois, Indiana, Oklahoma and Texas

•On December 31, 2021, a majority interest in Quality Boats, a retail marine dealership with three locations in Florida. The sellers retained a 20% economic interest in Quality Boats. The Company had the exclusive right, but not obligation, to acquire the remaining 20% interest at any time before January 1, 2027 and exercised that right on October 31, 2023.

•On August 9, 2022, Ocean Bio-Chem, Inc. (now Ocean Bio-Chem, LLC), and Star Brite Europe, Inc. (now Star Brite Europe, LLC) (collectively “Ocean Bio-Chem”), a leading supplier and distributor of appearance, cleaning, and maintenance products for the marine industry and the automotive, powersports, recreational vehicles, and outdoor power equipment markets with locations in Alabama and Florida.

Consideration paid for the consummated acquisitions was $490.6 million with $459.5 million paid at closing (net of cash acquired), $1.1 million financed through a note payable to the sellers bearing interest at a rate of 4.0% per year, estimated payments of $15.3 million in contingent consideration and the remaining $14.6 million with the issuance of shares of Class A common stock. The notes are payable in one lump sum on December 1, 2024, with interest payments due quarterly. The estimated payments of contingent consideration are part of

multiple earnouts varying from the achievement of certain post-acquisition increases in adjusted EBITDA to the generation of acquisition leads for the Company. The acquisition contingent consideration was developed using weighted average projections based on the Company’s historical experience, current forecasts for the industry and current expectations of the ability to generate viable acquisition leads. The minimum payout on acquisition contingent consideration is $5.9 million and the maximum payout is $24.7 million.


($ in thousands)	T-H Marine		Quality Boats		Denison Yachting		Ocean Bio-Chem		Other Acquisitions		Total Acquisitions
Accounts receivable	$	8,955	$	—	$	654	$	14,989	$	1,123	$	25,721
Inventories	19,856		5,937		1,981		24,362		9,618		61,754
Prepaid expenses	1,547		47		2,053		1,431		338		5,416
Property and equipment	3,896		803		293		32,037		1,227		38,256
Deposits	—		—		126		—		13		139
Operating lease right-of-use assets	5,960		11,877		1,221		762		7,375		27,195
Identifiable intangible assets	105,500		31,700		16,600		59,300		11,332		224,432
Goodwill	51,694		78,682		29,144		35,270		15,307		210,097
Accounts payable	(3,876)		—		(80)		(3,654)		(471)		(8,081)
Accrued expenses	(1,697)		—		(252)		(1,817)		(553)		(4,319)
Customer deposits	(394)		(5,047)		(5,524)		(176)		(3,307)		(14,448)
Deferred tax liabilities	—		—		—		(20,141)		(751)		(20,892)
Long-term debt	—		—		—		(8,150)		—		(8,150)
Operating lease liabilities	(5,960)		(11,877)		(1,221)		(762)		(7,375)		(27,195)
Aggregate acquisition date fair value	$	185,481	$	112,122	$	44,995	$	133,451	$	33,876	$	509,925

Consideration transferred	185,481		92,811		44,995		135,281		33,876		492,444
Cash acquired	—		—		—		(1,829)		—		(1,829)
Fair value of non-controlling interests	—		19,311		—		—		—		19,311
Aggregate acquisition date fair values	$	185,481	$	112,122	$	44,995	$	133,451	$	33,876	$	509,925

The fair value of the non-controlling interest of Quality Boats as of the acquisition date was estimated using the discounted cash flow method and market multiple method. Significant inputs to the discounted cash flows included estimated future revenues and discount rates. Significant inputs to the market multiple method include the peer public company group and the financial performance of reporting units related to the peer public company group.

Included in our results for the year ended September 30, 2022, the acquisitions contributed $275.3 million to our consolidated revenue and $41.1 million to our income before income tax expense. Costs related to acquisitions are included in transaction costs and primarily relate to legal, accounting, and valuation fees, which are charged directly to operations in the accompanying consolidated statements of operations as incurred in the amount of $7.5 million for the year ended September 30, 2022.

The 2023 and 2022 acquisitions have resulted in the recording of goodwill that is expected to be deductible for tax purposes of $15.9 million and $173.2 million for the years ended September 30, 2023 and 2022, respectively. No goodwill was recorded as a result of the 2024 acquisition.

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

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

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