What changed in this filing

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Item 1A. Risk Factors

2021-05-07 compared with 2021-02-11 · 51 added, 41 removed, 4 unchanged (96% of the section changed)

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.

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 other than as described below .

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

Our business 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 we operate.

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 and may require additional closures 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 activities.

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

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, which would 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.

To date, we have not experienced any significant shortages of inventory, but due to the COVID-19 pandemic and increased sales generally across the industry, there has been industry-wide supply

chain constraints.

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

These measures are disrupting normal business

operations and may have, significant negative impacts on our business in the future.

While we are implementing changes to mitigate the impact of COVID-19 on our business, it is 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.

While we previously announced our decision to pause our acquisition strategy due to the COVID-19 pandemic, given our financial results for the

year ended September 30, 2020, we are recommencing our acquisition strategy and opportunistically evaluating future acquisitions.

See “Risk Factors—Our success depends, in part, on our ability to continue to make successful acquisitions at

attractive or fair prices and to integrate the operations of acquired dealer groups and each dealer group we acquire in the future.”

Our failure to successfully order and manage our inventory to reflect consumer demand and to anticipate

changing consumer preferences and buying trends, or the lack of inventory generally in the industry, could have a material adverse effect on our business, financial condition and results of operations.

Our success depends upon our ability to procure sufficient inventory for our needs and to successfully manage our inventory and to anticipate and

respond to product trends and consumer demands in a timely manner.

Our products appeal to consumers across a number of states who are, or could become, boat owners.

The preferences of these consumers cannot be predicted with certainty and are

subject to change.

Further, the retail consumer industry, by its nature, is volatile and sensitive to numerous economic factors, including consumer preferences, competition, market conditions, general economic conditions and other factors

outside of our control.

For example, the recent increase in demand for marine retail products has led to industry-wide supply chain constraints.

It is possible that a significant shortage could occur.

We cannot predict consumer preferences with

certainty, and consumer preferences often change over time.

We typically order product several months in advance, although such orders are not binding until the merchandise is delivered to our stores.

The extended lead times for many of our

purchases may make it difficult for us to respond rapidly to new or changing product trends, increases or decreases in consumer demand or changes in prices.

If we misjudge either the market for our products or our consumers’ purchasing habits

in the future, our revenues may decline significantly and we may not have sufficient quantities of product to satisfy consumer demand or sales orders or we may be required to discount excess inventory, either of which could have a material

adverse effect on our business, financial condition and results of operations.

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