0001140361-21-041568.txt : 20211214 0001140361-21-041568.hdr.sgml : 20211214 20211214170008 ACCESSION NUMBER: 0001140361-21-041568 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210930 FILED AS OF DATE: 20211214 DATE AS OF CHANGE: 20211214 EFFECTIVENESS DATE: 20211214 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OneWater Marine Inc. CENTRAL INDEX KEY: 0001772921 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39213 FILM NUMBER: 211491699 BUSINESS ADDRESS: STREET 1: 6275 LANIER ISLANDS PARKWAY CITY: BUFORD STATE: GA ZIP: 30518 BUSINESS PHONE: (855) 208-4359 MAIL ADDRESS: STREET 1: 6275 LANIER ISLANDS PARKWAY CITY: BUFORD STATE: GA ZIP: 30518 NT 10-K 1 brhc10031869_nt10k.htm NT 10-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 
FORM 12b-25


NOTIFICATION OF LATE FILING
Commission File Number:  001-39213
 
(Check One)

☒  Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☐  Form 10-Q
☐  Form 10-D     ☐  Form N-CEN     ☐  Form N-CSR
   
 
 
For Period Ended: September 30, 2021
   
 
 
☐  Transition Report on Form 10-K
 
 
☐  Transition Report on Form 20-F
 
 
☐  Transition Report on Form 11-K
 
 
☐  Transition Report on Form 10-Q
   
 
 
For the Transition Period Ended:
 
Read Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION
 
OneWater Marine Inc.
Full Name of Registrant
 
N/A
Former Name if Applicable
 
6275 Lanier Islands Parkway
Address of Principal Executive Office (Street and Number)
 
Buford, Georgia 30518
City, State and Zip Code
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
(a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
☒
(b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
(c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
PART III — NARRATIVE
 
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
OneWater Marine Inc.’s (the “Company”) status as an emerging growth company ended on September 30, 2021, and as a result, the Company is required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act at September 30, 2021. The Company needs additional time to complete its year-end closing and financial reporting process and complete the assessment of the effectiveness of its internal control over financial reporting. As such, the Company is unable to file its Annual Report on Form 10-K within the prescribed time period as the assessment process is still ongoing, which delay could not be eliminated by the Company without unreasonable effort and expense. The Company does not expect to report any material changes to its financial results previously reported in its fourth quarter and full year 2021 earnings release. The Company anticipates filing its 10-K within the prescribed 15-day extension.

PART IV — OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
   
 
Jack Ezzell
 
(678)
 
541-6300
 
(Name)
 
(Area Code)
 
(Telephone Number)
 
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
 
 
 
 
 
 
 
☒ Yes    ☐ No
           
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
 
 
 
 
 
 
 
☐ Yes    ☒ No
 
 
 
 
 
 
 
If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
Forward-Looking Statements
 
The Company’s statements included in this Form 12b-25 include forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, and actual events may differ materially from those contemplated by these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties, including the inability of the Company to complete the work necessary in order to file the 2021 Form 10-K in the time frame that is anticipated. The Company undertakes no obligation to revise or update any forward-looking statements to reflect actual events or circumstances after the date hereof.
 
OneWater Marine Inc.
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
 
Date:  December 14, 2021
ONEWATER MARINE INC.
 
By:
/s/ Jack Ezzell
 
Name: Jack Ezzell
 
Title:   Chief Financial Officer
 
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
 
 
ATTENTION
 
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).