8-K
Brownie's Marine Group, Inc (BWMG)
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
Dateof Report (Date of earliest event reported) August 16, 2021
| Brownie’s Marine Group, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Florida | 333-99393 | 90-0226181 |
| --- | --- | --- |
| (State or other jurisdiction of<br><br> <br>incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
3001 NW 25 Avenue, Suite 1, Pompano Beach, FL33069
(Addressof principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (954) ### 462-5570
(Formername 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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> applicable | not<br> 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. ☐
Item7.01 Regulation FD.
On August 16, 2021, Brownie’s Marine Group, Inc. issued a press release announcing its financial and operating results for the second quarter and the six months ended June 30, 2021. 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.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Incorporated by Reference | Filed or<br><br> <br>Furnished<br><br> <br>Herewith | ||||
|---|---|---|---|---|---|
| No. | Exhibit Description | Form | Date Filed | Number | |
| 99.1 | Press Release dated August 16, 2021 | Furnished |
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<br> Marine Group, Inc. | ||
|---|---|---|
| Date:<br> August 16, 2021 | By: | /s/ Christopher Constable |
| Christopher<br> Constable, Chief Executive Officer |
Exhibit99.1
Brownie’sMarine Group Announces 29.7% Increase in Revenues for Q2-2021 vs. Q2-2020
PompanoBeach, FL August 16, 2021 (Globe Newswire) - Brownie’s Marine Group, Inc. (OTCQB: BWMG), a leading developer, manufacturer and distributor of tankless dive equipment and high-pressure air and industrial compressors in the marine industry, today announced results for the fiscal second quarter and six months ending June 30^th^, 2021.
Chris Constable, CEO of Brownie’s Marine Group, Inc. stated, “Brownie’s Marine Group continues to grow our core platform businesses every quarter. We are working towards consistent profitability at the adjusted net income level and to the net income level over the next 4 quarters. Second quarter total net revenue increased 29.7% YoY and 36.2% for the six months as it compares to the same period in the prior year. I am very proud of the effort our team has put forth thus far in 2021 and we remain excited about our growth prospects for the second half of this year, especially with the launch of our new product, Nomad, by BLU3.”
2^nd^Fiscal Quarter Highlights
| ● | Pre-launch<br> of BLU3, Inc.’s Nomad, an ultra-portable dive system that will take divers to 30 feet. |
|---|---|
| ● | Total<br> net revenue increased 29.7% to $1.71 million vs. $1.32 million last year; |
| ● | Core<br> business net revenue, excluding the one-time sale of the BLU3 ventilator program to the U.S. Military for $457,800 during<br> Q2, 2020, increased 98.6% to $1.71 million versus $0.862 million last year; |
| ● | Adjusted<br> Net Income was $167,570 vs. a loss of $85,800 last year; |
| ● | Brownies<br> Third Lung revenue increased 55.97% to $977,000 versus $626,400 last year; |
| ● | LW<br> Americas revenue increased 176.06% to $207,600 versus $75,200 last year; |
| ● | BLU3<br> revenue (net of the BLU3Vent ventilator sale) increased 228.00%<br> to $528,400 versus $161,100 last year. |
| ● | At<br> the close of the first quarter, cash and cash equivalents totaled $161,700, and the Company had a working capital surplus of $798,100. |
SelectFinancial Metrics: Fiscal 2^nd^ Quarter Ended June 30th, 2021, Comparisons
| (in thousands) | Q2-21 | Q2-20 | Less:<br> Blu3Vent Project | Q2-20<br> (net of Vent project) | %<br> Change | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Total Net Revenues | $ | 1,712.50 | **** | $ | 1,320.50 | **** | $ | (457.80 | ) | $ | 862.70 | **** | **** | 98.55 | % |
| Legacy SSA Products – Brownies Third Lung | $ | 977.00 | $ | 626.40 | - | $ | 626.40 | 55.97 | % | ||||||
| High Pressure Gas Systems – LW Americas | $ | 207.60 | $ | 75.20 | - | $ | 75.20 | 176.06 | % | ||||||
| Ultra-Portable Tankless Dive Systems – BLU3 | $ | 528.40 | $ | 618.90 | $ | (457.80 | ) | $ | 161.10 | 228.00 | % | ||||
| Operating Income (loss) | $ | (257.50 | ) | $ | (407.70 | ) | $ | (101.70 | ) | $ | (509.40 | ) | 56.96 | % | |
| Net Income (loss) | $ | (89.80 | ) | $ | (414.00 | ) | $ | (101.70 | ) | $ | (515.70 | ) | 84.50 | % | |
| Adjusted Net Income (loss) | $ | 167.57 | **** | $ | 260.90 | **** | $ | (346.70 | ) | $ | (85.80 | ) | **** | 284.99 | % |
| NM = not measurable/meaningful |
Chris Constable, CEO of Brownie’s Marine Group, added, “We remain committed to the strategic mindset towards acquisitions and believe our initiations on this front will come to life soon. Both myself and our Chairman, Robert Carmichael, have several innovative companies in the pipeline that we believe could be a strategic fit for us going forward. We hope to have news to communicate with our shareholders very soon on this matter.”
Robert M. Carmichael, President and Chairman of the Board added, “In addition to our overall strong operating performance, we are also thrilled with the initial pre-sale campaign results of the Nomad, by BLU3. The Nomad is our next-generation portable, battery powered dive system that will take divers down to 30 ft., for 45-60 minutes on one charge. The Nomad will change the industry landscape for those who want to explore the next atmosphere. Blake and his team are prepared to meet their third quarter, 2021 launch deadline, and through the pre-sale to both consumers and dealers have pre-booked the initial production runs through October. Nomad has been designed to ease the manufacturing process and will allow BLU3 to scale production to meet the demand of an industry that needs a game changing product like Nomad.”
Non-GAAPFinancial 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:
| Three Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2021 | 2020 | |||||
| Net income (loss) | $ | (89,805 | ) | $ | (414,042 | ) |
| plus: | ||||||
| Stock issued for services | - | $ | 222,500 | |||
| Stock-based compensation incentive bonus shares issued to CEO and employees | - | $ | 233,968 | |||
| Stock-based compensation – options | $ | 257,370 | $ | 218,505 | ||
| Adjusted net income (loss) | $ | 167,565 | $ | 260,931 |
AboutBrownie’s Marine Group
Brownie’s Marine Group, Inc., is the parent company to a family of innovative brands with a unique 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 three subsidiaries: Trebor Industries, Inc., founded in 1981, dba as “Brownie’s Third Lung”; BLU3, Inc.; and Brownie’s High-Pressure Services, Inc., dba LW Americas. The Company is headquartered in Pompano Beach, Florida.
For more information, visit: www.BrowniesMarineGroup.com.
SafeHarbor 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, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, and our other periodic and quarterly filings with the SEC.
Source: Brownie’s Marine Group, Inc.
Contact Information: (954)-462-5570
investors@browniesmarinegroup.com
Investor Relations: Hayden IR
Contact: Brett Maas (646) 536-7331
brett@haydenir.com