UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-K/A

(Amendment No. 1)


CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of report (Date of earliest event reported): November 30, 2021
 
OneWater Marine Inc.
(Exact name of registrant as specified in its charter)


Delaware
001-39213
83-4330138
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
     

6275 Lanier Islands Parkway
Buford, Georgia
  
30518
(Address of principal executive offices)
  
(Zip Code)

Registrant’s Telephone Number, including Area Code:  (678) 541-6300


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Class A common stock, par value $0.01 per share
ONEW
The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐
 
Introductory Note
 
As previously disclosed, OneWater Marine Inc. (the “Company”) entered into an Equity Purchase Agreement (the “Purchase Agreement”) with THMS Holdings, LLC, a Delaware limited liability company (“Seller”), THMS Inc., a Delaware corporation (“THMS Corp.”), and T-H Marine Supplies, LLC, a Delaware limited liability company (“T-H Marine,” and collectively with THMS Corp, the “Target Companies”), pursuant to which the Company agreed to acquire all the outstanding equity interests of the Target Companies (the “T-H Acquisition”).
 
This Amendment No. 1 to the Current Report on Form 8-K filed by the Company on December 2, 2021 (the “Initial Form 8-K”) amends the Initial Form 8-K to include the financial statements required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b). Except as provided herein, the disclosures made in the Initial Form 8-K remain unchanged.
 
Item 9.01
Financial Statements and Exhibits.
 
(a) Financial Statements of Businesses Acquired.
 
The audited consolidated balance sheet of T-H Marine Supplies, LLC and its subsidiaries as of December 31, 2020, the related consolidated statements of operations, equity and cash flows of T-H Marine Supplies, LLC and its subsidiaries for the year ended December 31, 2020, and the notes related thereto, together with the report thereon of Baker Tilly US, LLP included in the audited consolidated financial statements, are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
 
The unaudited condensed consolidated balance sheet of T-H Marine Supplies, LLC and its subsidiaries as of September 30, 2021, the related condensed consolidated statements of operations, equity and cash flows for the nine-months ended September 30, 2021, and the notes related thereto are filed as Exhibit 99.2 hereto and are incorporated herein by reference.
 
(b) Pro Forma Financial Information.
 
The unaudited pro forma condensed combined statements of operations of OneWater Marine Inc. for the year ended September 30, 2021, the unaudited pro forma condensed combined balance sheet of OneWater Marine Inc. as of September 30, 2021, and the notes related thereto are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
 
(d)
Exhibits.
 
 
Exhibit
Number
  
Description
   
Consent of Baker Tilly US, LLP.
   
Audited Condensed Consolidated Financial Statements of T-H Marine Supplies, LLC and its subsidiaries as of and for the year ended December 31, 2020.
   
Unaudited Condensed Consolidated Financial Statements of T-H Marine Supplies, LLC and its subsidiaries as of and for the nine months ended September 30, 2021.
   
Unaudited Pro Forma Condensed Combined Statements of Operations of OneWater Marine Inc. for the year ended September 30, 2020 and Unaudited Pro Forma Condensed Combined Balance Sheet of OneWater Marine Inc. as of September 30, 2021.
 
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES
 
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 hereunto duly authorized.
 
 
ONEWATER MARINE INC.
   
 
By:
/s/ Jack Ezzell
 
Name:
Jack Ezzell
 
Title:
Chief Financial Officer
Dated: February 18, 2022