U. S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[x] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30,
2002 Commission File No. 2-70197
OCEAN BIO-CHEM, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
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Florida 59-1564329
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Registrant's telephone number, including area code - (954) 587-6280
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
YES [ X ] NO [ ]
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
$.01 Par Value Common Stock, 10,000,000 shares authorized.
4,368,889 shares issued and outstanding at June 30, 2002
<page>
OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
INDEX
Description Page
----------- ----
Part I:
Item 1. - Financial Statements:
Consolidated balance sheets as of June
30, 2002 and December 31, 2001 3
Consolidated statements of operations for
the three and six months ended June 30,
2002 and 2001 4
Consolidated statements of changes in
shareholders' equity for the six months
ended June 30, 2002 and 2001 5
Consolidated statements of cash flows
for the six months ended June 30, 2002
and 2001 6
Item 2 - Management's Discussion and Analysis
of Financial Condition and Results of Operations 7-8
Part II:
Item 1. - Legal Proceedings 9
Item 2. - Changes in Securities 9
Item 3. - Defaults upon Senior Securities 9
Item 4. - Submission of Matters to Vote by Security Holders 9
Item 5. - Other Matters 9
Item 6. - Exhibits and Reports on Form 8-K 9
Signatures 10
2
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PART I - Financial Information
Item l. Financial Statements
OCEAN BIO-CHEM, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
<table>
<caption>
JUNE 30, DECEMBER 31,
2002 2001
----------- ------------
(Unaudited)
<s>
Current assets:
Cash $ 110,426 $ 82,000
Trade accounts receivable net of allowances for
doubtful accounts of approximately $ 152,500
at June 30, 2002 and December 31, 2001,
respectively 2,429,374 3,286,848
Inventories 5,166,844 4,296,183
Prepaid expenses and other current assets 149,769 145,354
------------ -------------
Total current assets 7,856,413 7,810,385
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Property, plant and equipment, net 5,810,705 6,002,445
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Other assets:
Funds held in escrow for equipment 9,147 9,084
Trademarks, trade names and patents, net 330,439 330,439
Deposits and other assets 337,844 314,122
Due from affiliated companies, net 525,395 563,731
------------ -------------
Total other assets 1,202,825 1,217,376
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Total assets $14,869,943 $15,030,206
============ =============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 1,878,066 $ 2,163,245
Note payable - bank 3,704,135 3,665,860
Current portion of long-term debt 478,935 470,994
Accrued expenses payable 77,468 138,709
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Total current liabilities 6,138,604 6,438,808
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Deferred income taxes payable 226,030 111,200
------------ -------------
Long-term debt, less current portion 3,486,301 3,718,876
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Shareholders' equity:
Common stock - $.01 par value 10,000,000 shares
authorized, 4,368,889 and 4,239,889 shares
issued and outstanding at June 30, 2002 and
December 31, 2001, respectively 43,689 42,399
Additional paid-in capital 3,821,654 3,755,219
Foreign currency translation adjustment ( 268,785) ( 262,933)
Retained earnings 1,430,645 1,234,832
------------ -------------
5,027,203 4,769,517
Less cost of common stock in treasury,
5,789 shares at June 30, 2002 and
December 31, 2001, respectively ( 8,195) ( 8,195)
------------ -------------
5,019,008 4,761,322
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Total liabilities and shareholders' equity $14,869,943 $ 15,030,206
============ =============
</table>
3
<page>
OCEAN BIO-CHEM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
<table>
<caption>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2002 2001 2002 2001
----------- ---------- ----------- ----------
<s>
Gross sales $ 4,674,323 $5,033,602 $ 8,929,309 $8,578,349
Allowances 409,393 420,293 746,403 731,834
----------- ---------- ----------- ----------
Net sales 4,264,930 4,613,309 8,182,906 7,846,515
Cost of goods sold 3,061,118 3,298,286 5,980,076 5,847,920
----------- ---------- ----------- ----------
Gross profit 1,203,812 1,315,023 2,202,830 1,998,595
----------- ---------- ----------- ----------
Costs and expenses:
Advertising and promotion 227,370 152,990 380,765 292,812
Selling and administrative 655,515 672,581 1,342,155 1,382,258
Interest expense 79,188 140,010 170,161 285,010
----------- ---------- ----------- ----------
Total cost and expenses 962,073 965,581 1,893,081 1,960,080
----------- ---------- ----------- ----------
Income from operations 241,739 349,442 309,749 38,515
Interest income 31 285 64 1,738
----------- ---------- ----------- ----------
Income before income taxes 241,770 349,727 309,813 40,253
Provision for income taxes 102,900 12,000 114,000 12,000
----------- ---------- ----------- ----------
Net income 138,870 337,727 195,813 28,253
Other comprehensive income, net of
income taxes:
Foreign currency translation
adjustment 7,570 6,030 ( 5,852) ( 17,726)
----------- ---------- ------------ -----------
Comprehensive income $ 146,440 $ 343,757 189,961 $ 10,527
=========== ========== ============ ===========
Earnings per
common share $ .03 $ .09 $ .05 $ .01
=========== ========== ============ ===========
Earnings per share were calculated on the basis of 4,296,870 and 4,114,037
weighted average shares of common stock outstanding for the six months and three
months ended June 30, 2002 and 2001, respectively.
The Company has adopted Statement of Financial Accounting Standards No. 130
which requires items of comprehensive income to be stated as part of the basic
financial statements. The only items of comprehensive income of the registrant
which are reflected in the accompanying financial statements are foreign
currency translation adjustments.
</table>
4
<page>
OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED
JUNE 30, 2002 AND 2001
(UNAUDITED)
<table>
<caption>
Additional Foreign
Common stock paid-in currency Retained Treasury
Shares Amount capital adjustment earnings stock Total
--------- ------- ---------- ---------- ---------- -------- -----------
<s>
January 1,
2002 4,239,889 $42,399 $3,755,219 ($ 262,933) $1,234,832 ($ 8,195) $4,761,322
Net income 195,813 195,813
Issuances of stock 129,000 1,290 66,435 67,725
Foreign currency
translation
adjustment ( 5,852) ( 5,852)
--------- ------- ---------- ----------- ---------- --------- -----------
June 30,
2002 4,368,889 $43,689 $3,821,654 ($ 268,785) $1,430,645 ($ 8,195) $5,019,008
========= ======= ========== =========== ========== ========= ===========
January 1,
2001 4,105,889 $41,060 $3,720,377 ($ 209,398) $1,128,448 ($ 8,195) $4,672,292
Net income 28,253 28,253
Issuances of stock 94,000 939 24,442 25,381
Foreign currency
translation
adjustment ( 17,726) ( 17,726)
--------- ------- ---------- ----------- ---------- --------- -----------
June 30,
2001 4,199,889 $41,999 $3,744,819 ($ 227,124) $1,156,701 ($ 8,195) $4,708.200
========= ======= ========== =========== ========== ========= ===========
5
<page>
OCEAN BIO-CHEM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(Unaudited)
<table>
<caption>
2002 2001
---------- ----------
<s>
Cash flow provided by operating activities:
Net income $ 195,812 $ 28,253
Adjustments to reconcile net income to net
cash provided by operations:
Depreciation and amortization 297,662 215,145
Changes in assets and liabilities:
Decrease in accounts receivable 857,474 321,249
(Increase) in inventory ( 870,661) ( 155,137)
(Increase) decrease in prepaid expenses
and other current assets ( 4,415) 72,257
(Decrease) in accounts payable,
accrued expenses and other ( 255,373) ( 67,208)
----------- -----------
Net cash provided by operating activities 220,499 414,559
----------- -----------
Cash flows from financing activities:
Net increases (reductions) under line of credit 38,275 ( 127,611)
Reduction in advances from affiliates 38,336 199,303
Borrowings (payments) on debts, net ( 224,634) 163,939
Common stock transactions 67,725 25,381
----------- -----------
Net cash provided by financing activities ( 80,299) 261,012
----------- -----------
Cash flows from investing activities:
Purchases of property, plant, equipment, net
of funds held in escrow ( 105,922) ( 616,632)
----------- -----------
Net cash (used) by investing activities ( 105,922) ( 616,632)
----------- -----------
Increase in cash prior to effect of
foreign currency translation adjustment 34,278 58,939
Effect of foreign currency translation adjustment
on cash ( 5,852) ( 17,726)
----------- -----------
Net increase in cash 28,426 41,213
Cash at beginning of period 82,000 123,515
----------- -----------
Cash at end of period $ 110,426 $ 164,728
=========== ===========
Supplemental information:
Cash used for payment of interest during period $ 170,098 $ 285,010
=========== ===========
Cash used for payment of income taxes during
period $ -0- $ -0-
=========== ===========
The company had no cash equivalents at June 30, 2002 and 2001.
6
<page>
OCEAN BIO-CHEM, INC.
AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. The information contained in this report is unaudited, but reflects all
adjustments which are, in the opinion of the management, necessary for a fair
statement of results of the interim periods, consisting only of normal recurring
accruals. The results for such interim periods are not necessarily indicative of
results to be expected for the full year.
Certain financial statement items for the three and six months ended June
30, 2001 have been reclassified to conform with the 2002 presentation.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Liquidity and Capital Resources
The primary sources of the Registrant's liquidity are its operations,
short-term borrowings from a commercial bank pursuant to a revolving line of
credit arrangement, and other borrowings. Such revolving line of credit was
replaced on July 22, 2002 with a new facility. The total borrowings under the
new line are secured by trade receivables and inventories, and can aggregate a
maximum amount of $5,000,000. The line matures on May 31, 2003. Under the terms
of the line, the Registrant is required to maintain a minimum current ratio of
1.5:1, a maximum debt to tangible net worth of ratio of 2.5:1 and a minimum debt
service coverage factor of 1.25 times. As of June 30, 2002, the amount
outstanding pursuant to the working capital line of credit was $3,704,135
(approximately $2,732,000 as of July 22, 2002).
On July 22, 2002, the Registrant closed on a $3,500,000 Industrial Revenue
Bond ("IRB") issued through the City of Montgomery, Alabama. Such financing will
be utilized to fund the completion of a 70,000 square foot manufacturing
addition to the Kinpak plant, an approximate $1 million of new equipment
additions, and $1 million of reimbursement to the Company for assets previously
acquired through internal financing. The $1 million reimbursement was utilized
to partially reduce the outstanding indebtedness under the Company's revolving
line of credit. The new IRB will be amortized over fifteen years with interest
at fluctuating rates dependent on current market yields for tax-exempt
financings. The current rate of interest is approximately 1.75% annually.
On March 25, 1999, The Registrant borrowed $400,000 from an entity owned by
certain officers of the Company. The obligation requires monthly payments of
principal and interest at prevailing rates through maturity during April, 2004,
when a final balloon payment is due.
The Registrant is involved in making sales in the Canadian market and,
accordingly, is subject to fluctuations of the Canadian currency. The Registrant
does not engage in currency hedging and deals with such risk as a pricing issue.
Results of Operations For The Three Month Period April 1- June 30:
Gross sales decreased approximately 7% or $359,000 for the quarter ended
June 30, 2002 when compared to the same quarter of the preceding year.
Management attributes this decrease, in part, to the timing of customer orders
comparing the 2002 and 2001 periods. First quarter sales for 2002 were 21% or
$685,000 ahead of 2001's first quarter.
7
<page>
Cost of goods sold increased as a percentage of net sales when comparing
the quarter ended June 30, 2002 with the comparable quarter in 2001. The
percentages were 71.8% and 71.5% for the quarters ended 2002 and 2001,
respectively. This change was primarily due to higher raw chemical costs,
anticipated lower margins on the automotive fluids as compared to the marine
product line and higher manufacturing overhead at the Company's Alabama plant.
Selling and administrative expenses decreased approximately $17,100 or 2.6%
comparing the quarters ended June 30, 2002 and June 30, 2001. Such decrease was
primarily due to decreased professional fees offset by increased personnel and
other costs associated with the new automotive line of products.
Advertising and promotion increased approximately $74,400 or 49% comparing
the three months ended June 30, 2002 and 2001. This was primarily due to timing
of advertising in 2002.
Interest expense decreased approximately $61,000 during the current
quarter. This change was primarily due to the impact of decreasing interest
rates.
Results of Operations For the Six Month Period January 1 - June 30:
Gross Sales increased 4.1% or approximately $351,000 when comparing the six
month periods of 2002 and 2001. Management attributes this primarily to
increased sales of new automotive fluids and marine oil products and a sales
price increase implemented late in the first quarter of 2002.
Cost of goods sold decreased as a percentage of net sales when comparing
the six months ended June 30, 2002 with the comparable period in 2001. The
percentages were 73.1% and 74.5% for the six month periods ended 2002 and 2001,
respectively. This change was primarily due to product mix and the above
mentioned sales price increase passed on to customers.
Advertising and promotion expenses increased approximately $88,000 when
comparing the six months ended June 30, 2002 to the six months ended June 30,
2001. This was primarily due to a planned increase in the advertising budget.
Selling and administrative expenses increased for the six months ended June
30, 2002 by approximately $40,000 or 3% when compared to the six months ended
June 30, 2001. Such increase was primarily due to decreased professional fees
offset by increased personnel and other costs associated with the new automotive
line of products.
Interest expense decreased during the six month period in 2002 by
approximately $114,900 when compared to the six month period of 2001. This
change was primarily due to the impact of decreasing interest rates.
8
<page>
Forward-looking Statements:
Certain statements contained herein, including without limitation
expectations as to future sales and operating results, constitute
forward-looking statements pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. For this purpose, any statements
contained in this report that are not statements of historical fact may be
deemed forward-looking statements. Without limiting the generality of the
foregoing, words such as "may", "will", "expect", "anticipate", "intend",
"could" or the negative other variations thereof or comparable terminology are
intended to identify forward-looking statements. These statements involve known
and unknown risks, uncertainties and other factors which may cause actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Factors which may affect the Company's results
include, but are not limited to, the highly competitive nature of the Company's
industry; reliance on certain key customers; consumer demand for marine
recreational vehicle and automotive products; advertising and promotional
efforts, and other factors. The Company will not undertake and specifically
declines any obligation to update or correct any forward-looking statements to
reflect events or circumstances after the date of such statements or to reflect
the occurrence of anticipated or unanticipated events.
PART II: OTHER INFORMATION
Item l - Legal Proceedings: See Registrant's Form 10-K for the year ended
December 31, 2001
Item 2 - Changes in Securities: On April 1, 2002, 129,000 shares of the
Registrant's common stock were issued pursuant to a employee
bonus program.
Item 3 - Defaults Upon Senior Securities: Not applicable
Item 4 - Submission of Matters to Vote of Security Holders: On June 25,
2002, at the Registrant's annual meeting of shareholders, six directors; Peter
Dornau, Jeffrey Tieger, Edward Anchel, Laz Schneider, James Kolisch and John B.
Turner were elected. Shareholders also approved Berkovits, Lago & Co., LLP,
Certified Public Accountants, as independent auditors for the year ending
December 31, 2002. The tabulation of voting for the foregoing was as follows:
<table>
<caption>
For Against Abstain
--------- ---------- -----------
<s>
Peter Dornau 3,046,562 606 120
Edward Anchel 3,046,562 606 120
Jeffrey Tieger 3,046,562 606 120
Laz Schneider 3,046,562 606 120
James Kolisch 3,046,562 606 120
John B. Turner 3,046,562 606 120
Berkovits, Lago
& Co.,LLP, CPA's 3,047,288 0 0
Item 5 - Other Matters: Not applicable
Item 6 - Exhibits: Not applicable
(A) Exhibits - Not applicable
(B) Reports on Form 8-K - Not applicable
9
<page>
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 thereunto duly authorized.
The financial statements contained in this Form 10-Q fully comply with the
requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934
(15 U.S.C. 78m or 78o(d) and the information contained in this Form 10-Q fairly
presents, in all material respects, the financial condition and results of
operations of the Issuer.
OCEAN BIO-CHEM, INC.
Date: August 12, 2002 /s/ Peter Dornau
Peter G. Dornau
Chairman of the Board and
Chief Executive Officer
/s/ Edward Anchel
Edward Anchel
Chief Financial Officer
10