8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

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 8, 2022

Brownie’s Marine Group, Inc.

(Exact name of registrant as specified in its charter)

Florida	333-99393	90-0226181
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

3001 NW 25 Avenue, Suite 1, Pompano Beach, FL 33069

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (954) 462-5570

_______________________________________

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐	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 Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
none	not applicable	not applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 checkmark 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. ☐

Item 7.01 Regulation FD.

On November 8, 2022, Brownie’s Marine Group, Inc. issued a press release announcing its financial and operating results for the three months and year to date ended September 30, 2022. A copy of this press release is furnished as Exhibit 99.1 to this report.

Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Brownie’s Marine Group, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

		Incorporated by Reference			Filed or Furnished Herewith
No.	Exhibit Description	Form	Date Filed	Number
99.1	Press Release dated November 8, 2022				Furnished
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.

	Brownie’s Marine Group, Inc.
Date: November 8, 2022	By:	/s/ Christopher Constable
		Christopher Constable, Chief Executive Officer

EX-99.1

Exhibit 99.1

Brownie’s Marine Group Announces 70.2% Increase in Revenues for the YTD-2022 vs. YTD-2021

Pompano Beach, FL – November 8^th, 2022 - Brownie’s Marine Group, Inc. (OTCQB: BWMG), a leading developer, manufacturer and distributor of tankless dive equipment, high-pressure air and industrial compressors and dive retailer in the marine industry, today announced results for the third fiscal quarter ending September 30^st, 2022.

Chris Constable, CEO of Brownie’s Marine Group, Inc. stated, “We are very pleased with the continued growth of the Company through the third quarter, and we’re focused on closing out the balance of the year with a rigorous effort for year over year quarterly growth. Our third quarter focus was to make the most of our typical seasonal peak, supporting our customers with product and sales support to ensure a successful end to the summer season. We look for Q4 to show the normal seasonal adjustment to revenue and we continue to monitor the economic indicators, and the strength of the US dollar to adjust our operating plan, as necessary.”

Mr. Constable continued, “I’ve had some investors comment to me that all of our press releases are starting to sound the same, continued quarterly growth, etc., and I can appreciate that. One of the things that I want to point out is that in Q3-2019 we had revenues of $841 thousand and have grown revenues 330% through Q3-2022. We have been continuously expanding our markets, and carefully acquiring complimentary pieces, and I am very proud of our team for the operational success we have been having.”

Key Fiscal Q3-2022 Highlights vs. Q3-2021

■ Total Net Revenues increased 80.2% to $2.81 million for Q3-2022 vs. $1.56 million in Q3-2021.

■ LW Americas sales increased 193.9% to $350.8 thousand for Q3-2022 vs. $119.4 thousand for Q3-2021.

■ BLU3, Inc. revenue increased 187.2% to $980.2 thousand for Q3-2022 vs. $341.3 thousand for Q3-2021.

■ The Adjusted Net Income increased to $141.9 thousand for Q3-2022 vs. -$126.6 thousand in Q3-2021.

Key Fiscal YTD-2022 Highlights vs. YTD-2021

■ YTD-2022 Revenue increased 70.2% to $7.19 million as compared to $4.22 million for the YTD-2021.

■ LW Americas sales increased 52.9% to $897.9 thousand for YTD-2022 vs. $477.1 thousand for YTD-2021.

■ BLU3, Inc. revenue increased 120.8% to $2.66 million for YTD-2022 vs. $1.20 million for YTD-2021.

■ The Adjusted Net Income increased to $144.9 thousand for YTD-2022 vs. -$161.2 thousand in YTD-2021.

Select Financial Metrics: Three Months and Year to Date Ended Sept 30^th, 2022, Comparisons

(In thousands)	Q3-22			Q3-21			Change			YTD22			YTD21			Change
Total Net Revenues	$	2,808.80		$	1,558.71			80.20	%	$	7,185.02		$	4,222.40			70.16	%
Legacy SSA Products – Brownies Third Lung	$	913.78		$	976.90			-6.46	%	$	2,291.92		$	2,419.90			-5.29	%
High Pressure Gas Systems – LW Americas	$	350.84		$	119.39			193.86	%	$	897.85		$	477.10			88.19	%
Ultra-Portable Tankless Dive Systems – Blu3	$	980.17		$	341.29			187.20	%	$	2,659.03		$	1,204.30			120.79	%
Redundant Air Tank Systems – Submersible Systems	$	471.05		$	121.13			NM		$	1,192.99		$	121.10			NM
Guided Tour/Retail - Live Blue	$	92.96			-			NM		$	143.23			-			NM
Operating Income (loss)	$	(272.60	)	$	(247.61	)		10.09	%	$	(1,025.68	)	$	(1,229.34	)		-16.57	%
Net Income (loss)	$	(284.19	)	$	(89.80	)		216.47	%	$	(1,056.94	)	$	(1,071.47	)		-1.36	%
Adjusted Net Income (loss)	$	141.91		$	(126.64	)		212.05	%	$	144.92			(161,178	)		100.09	%

NM = not measurable/meaningful

Operational Highlights

■ July 2022 – LW Americas added a new distribution partner in Mexico

■ August 2022 – BLU3, Inc Shipped its 5,000^th unit, as well as recorded it 1,000^th shipment of the Nomad system.

Non-GAAP Financial Measures

This press release includes certain financial measures that exclude the impact of certain items and therefore have not been calculated in accordance with U.S. generally accepted accounting principles (“GAAP”). We report adjusted net income (loss) to measure our overall results because we believe it better reflects our net results by excluding the impact of non-cash equity-based compensation. We believe the presentation of adjusted net income (loss) enhances our investors’ overall understanding of the financial performance of our business.

We believe that investors should have access to the same set of tools that we use in analyzing our results. This non-GAAP measure should be considered in addition to results prepared in accordance with GAAP but should not be considered a substitute for or superior to GAAP results.

The following is an unaudited reconciliation of adjusted net income (loss) to net income (loss) for the periods presented (YTD and Q3-2022 vs. YTD and Q3-2021):

	Nine Months and Year to Date Ended September 30,
	2022			2021
Net income (loss)		(1,056,944	)		(1,071,465	)
plus:
Depreciation & Amortization		277,366			119,111
Shares issued for Interest		30,049			-
Stock issued for services		47,501			180,952
Stock-based compensation issued to CEO and employees		11,060			-
Stock-based compensation – options		835,892			779,824
Loan Forgiveness		-			(169,600	)
Adjusted net income (loss)		144,924			(161,178	)

	Three Months Ended September 30,
	2022			2021
Net income (loss)		(284,190	)		(540,679	)
plus:
Depreciation & Amortization		103,943			54,134
Shares issued for Interest		7,001			-
Stock issued for services		-			55,952
Stock-based compensation issued to CEO and employees		-			-
Stock-based compensation – options		315,153			303,949
Loan Forgiveness		-			-
Adjusted net income (loss)		141,907			(126,644	)

About Brownie’s Marine Group

Brownie’s Marine Group, Inc., owns and operates a portfolio of companies with a concentration in the industrial, and recreational diving industry. The Company, together with its subsidiaries, designs, tests, manufactures, and distributes recreational hookah diving, yacht-based scuba air compressors and nitrox generation systems, and scuba and water safety products in the United States and internationally. The Company has five subsidiaries focused on various sub-sectors of our industry, including Brownie’s Third Lung, Inc. in Surface Supplied Air, BLU3, Inc. in Ultra-Portable Tankless Dive Systems, LW Americas in High Pressure Gas Systems and Submersible Systems, Inc. in Redundant Air Tank Systems, and Live Blue, Inc. The Company’s wholly owned subsidiaries do business under their respective trade names on both a wholesale and retail basis from our headquarters and manufacturing facility in Pompano Beach, Florida, and a manufacturing facility in Huntington Beach, California.

For more information, visit: www.BrowniesMarineGroup.com.

Safe Harbor Statement

This press release may contain forward looking statements which are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (the “SEC”) on April 22,2022, and our other periodic and quarterly filings with the SEC.

Source: Brownie’s Marine Group, Inc.

Contact Information: (954) 462-5570

investors@browniesmarinegroup.com

XML

Cover	Nov. 08, 2022
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 08, 2022
Entity File Number	333-99393
Entity Registrant Name	Brownie’s Marine Group, Inc.
Entity Central Index Key	0001166708
Entity Tax Identification Number	90-0226181
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	3001 NW 25 Avenue
Entity Address, Address Line Two	Suite 1
Entity Address, City or Town	Pompano Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33069
City Area Code	(954)
Local Phone Number	462-5570
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false