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) March 30, 2023

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 March 30, 2023, Brownie’s Marine Group, Inc. issued a press release announcing its financial and operating results for the fiscal year ended December 31, 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
No.	Exhibit Description	Form	Date Filed	Number	Furnished Herewith
99.1	Press Release dated March 30, 2023				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: March 30, 2023	By:	/s/ Christopher Constable
		Christopher Constable, Chief Executive Officer

EX-99.1

Exhibit 99.1

Brownie’s Marine Group Announces 37.7% Increase in Revenues for Fiscal Year End 2022

Pompano Beach, FL March 30, 2023 (Globe Newswire) - Brownie’s Marine Group, Inc. (OTCQB: BWMG), a leading developer, manufacturer and distributor of tankless dive equipment, redundant high pressure air rescue tanks and high-pressure air and industrial compressors in the marine industry, today announced results for the fiscal year ended December 31, 2022.

Chris Constable, CEO of Brownie’s Marine Group, Inc. stated, “While we are happy to grow in excess of 37% for 2022, we were challenged with the BLU3 recall as well as talk of a recession, each affecting our ability to meet or exceed our growth of over 50% for 2021. With Compounded Annual Growth over the last three years of 42.3%, we are proud of our sales path. We believe that the Company has made it through the tough part of the recall and is beginning to see revenue climb back as well as recall related expenses have begun to taper off. The BLU3 team did an excellent job in assessing the issue, solving the issue, and putting a plan in place to ensure that anyone who returns their unit for repair will receive an improved system that will provide enjoyment for years to come. The larger economic issues will work themselves out, we have to do our best to ensure we continue to innovate and provide quality product that will continue to drive consumer demand.” He continued “ we have some exciting new products on the horizon, and one of our business units, Submersible Systems, Inc. has introduced an improved HEED3 model to the marketplace, which has been very well received in both the corporate and government customer segments. We are excited for what 2023 will bring.”

Fiscal Year 2022 Highlights

■ Total revenue increased 37.7% to $8.58 million for FY-2022 vs. $6.23 million in FY-2021;

■ Submersible Systems contributed their first full year of revenue of $1,592 thousand for FY-2022.

■ LW Americas revenue increased 81.5% to $1,118 thousand for FY-2022 vs. $616.0 thousand in FY-2021;

■ BLU3, Inc. revenue increased 36.2% to $3.1 million for FY-2022 vs. $2.2 million in FY-2021;

■ Live Blue, Inc. contributed $212.9 thousand to revenue for seven months of activity within the Company;

Select Financial Metrics: Quarter ended, and Twelve Months ended December 31^st, 2022, Comparisons.

(In thousands)	Q4-22			Q4-21			Change			FYE22			FYE21			Change
Total Net Revenues	$	1,392.38		$	2,005.00			-30.55	%	$	8,577.40		$	6,227.40			37.74	%
Legacy SSA Products – Brownies Third Lung	$	309.68		$	477.30			-35.12	%	$	2,601.60		$	2,897.20			-10.20	%
High Pressure Gas Systems – LW America’s	$	220.25		$	138.90			58.57	%	$	1,118.10		$	616.00			81.51	%
Ultra-Portable Tankless Dive Systems – Blu3	$	393.17		$	1,037.10			-62.09	%	$	3,052.20		$	2,241.40			36.17	%
Redundant Air Tank Systems – Submersible Systems	$	399.61		$	351.70			13.62	%	$	1,592.60		$	472.80			236.84	%
Guided Tour/Retail - Live Blue	$	69.67			-			NM		$	212.90			-			NM
Operating Income (loss)	$	(824.72	)	$	(623.36	)		32.30	%	$	(1,850.40	)	$	(1,852.70	)		-0.12	%
Net Income (loss)	$	(835.95	)	$	(517.03	)		61.68	%	$	(1,892.90	)	$	(1,588.50	)		19.16	%
Adjusted Net Income (loss)	$	(593.04	)	$	(145.38	)		307.92	%	$	(448.11	)	$	(306.58	)		46.16	%
NM = not measurable/meaningful

Operational Highlights

■ January 2022 – BWMG incorporates its fifth subsidiary, Live Blue, Inc., to enter dive retail and tourist guided tour business model utilizing the BLU3 products.

■ May 2022 – BWMG completed the asset acquisition of Gold Coast Scuba, LLC in Lauderdale-By-The-Sea, Florida into its subsidiary, Live Blue, Inc. to be the incubator for its Live Blue expansion concept.

■ August 2022 – BWMG subsidiary Submersible Systems, Inc. introduces its updated HEED 3 rescue air system to the marketplace. This product is geared toward Miliary and corporate users and has been well received in those markets.

Robert M. Carmichael, President and Chairman of the Board added, “We continue to pursue our goals to be a key player in the growth of the marketplace for recreational water exploration and conservation. Our entry into retail and dive tourism in Lauderdale-by-the-Sea, Florida is the first step in building a comprehensive, repeatable model to expand access to diving and in turn conservation across the globe. We will do this by offering an executable business plan for dive professionals and entrepreneurs to promote the Live Blue Lifestyle. Our products are key to bringing more people to the water in a comfortable, fun way allowing users to choose their level of progression and become explorers at their own pace.”

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:

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, a manufacturing facility in Huntington Beach, California and a retail facility in Lauderdale-by-the-sea, Florida.

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, 2022, as filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023, 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	Mar. 30, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 30, 2023
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