What changed in this filing

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Item 1A. Risk Factors

2021-02-11 compared with 2020-08-06 · 41 added, 25 removed, 4 unchanged (94% of the section changed)

In addition to the risks discussed below and other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading

“Risk Factors” included in our Final Prospectus, which could materially affect our businesses, financial condition, or future results.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may

materially adversely affect our business, financial condition, or future results.

There have been no material changes in our risk factors from those described in the Final Prospectus, other than as discussed below.

The ongoing COVID-19 pandemic may adversely affect our operations and our revenues, results of operations and financial condition.

Our business and operations could be materially adversely affected by the widespread outbreak of a contagious disease, including the recent COVID-19 pandemic.

COVID-19 has spread in many of the geographic areas in which

National, state and local governments in affected regions have implemented and may continue to implement safety precautions, including shelter in place orders, travel restrictions, business closures, cancellations of public gatherings,

including boat shows, and other measures.

These measures have affected our ability to sell and service boats, required us to temporarily close or partially close certain locations, decrease staffing in certain locations, and may require additional

closures or staffing changes in the future.

Organizations and individuals are also taking additional steps to avoid or reduce infection, including limiting travel, staying home, working from home and limiting participation in certain leisure

We continue to monitor federal, state and local government recommendations and have made modifications to our normal operations as a result of COVID-19.

While demand for our products has generally increased throughout

the course of the COVID-19 pandemic to date, which we believe is due to the cancellation of travel and other activities that traditionally compete with boating and due to consumers’ desire for outdoor, socially-distanced recreational activities, if

the negative economic effects of COVID-19 continue for a prolonged period of time, it could lead to a reduction in demand for our products.

Such reductions in demand could adversely affect our results of operations.

Additionally, disruptions in the

capital markets, as a result of the pandemic, may also adversely affect our ability to access capital and additional liquidity.The COVID-19 pandemic may also lead to disruptions in our supply chain, including our ability to obtain boats and parts

from our suppliers, and labor shortages.

It is possible that an inventory shortage could also occur as a result of the COVID-19 pandemic and its effects on, among other things, operations and consumer demand.

While we previously announced our

decision to pause our acquisition strategy due to the COVID-19 pandemic, given our financial results for the three months ended June 30, 2020, we are recommencing our acquisition strategy and opportunistically evaluating future acquisitions.

not possible, at this time, to estimate the entirety of the effect that COVID-19 will have on our business, customers, suppliers or other business partners.

In addition to the information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors and other cautionary statements described under the heading “Risk Factors” included in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on December 3, 2020 , which could materially affect our businesses, financial condition, or future results.

Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or future results.

There have been no material changes in our risk

factors from those described in our Annual Report on Form 10-K for the fiscal year ended September 30, 2020, filed with the SEC on December 3, 2020.

Unregistered Sales of Equity Securities and Use of Proceeds

2 unchanged sentences

Not Applicable.

Other Information

EXHIBIT INDEX

Amended and Restated Certificate of Incorporation of OneWater Marine Inc.

(incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

Amended and Restated Bylaws of OneWater Marine Inc.

(incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 18, 2020).

Second Amendment to Sixth Amended and Restated Inventory Financing Agreement, dated as of December 10, 2020, between Wells Fargo Commercial

Distribution Finance, LLC as Agent for the several financial institutions that may from time to time become party thereto and Dealers that may from time to

time become party thereto.

Incremental Amendment No.

1, dated February 2, 2021, by and among One Water Assets & Operations, LLC, One Water Marine Holdings, LLC, OneWater Marine Inc., each of the other Guarantors from time to time party thereto, the Lenders

party thereto and Truist Bank, as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, File No.

001-39213, filed with the Commission on February 4, 2021).

Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.

XBRL Instance Document.

XBRL Schema Document.

XBRL Calculation Linkbase Document.

XBRL Definition Linkbase Document.

XBRL Labels Linkbase Document.

XBRL Presentation Linkbase Document.

Filed herewith.

Furnished herewith.

Certain schedules and exhibits to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule and/or exhibit will be furnished to the Securities and Exchange Commission on

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ONEWATER MARINE INC.

/s/ Philip Austin Singleton, Jr.

Philip Austin Singleton, Jr.

Chief Executive Officer

/s/ Jack Ezzell

Chief Financial Officer

February 11, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors