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, 2004
Commission File No. 2-70197
OCEAN BIO-CHEM, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Florida 59-1564329
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(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.
5,417,813 issued and outstanding at June 30, 2004
OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
INDEX
Description Page
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Part I:
Item 1. - Financial Statements:
Consolidated balance sheets as of June
30, 2004 and December 31, 2003 3
Consolidated statements of operations for
the three and six months ended June 30,
2004 and 2003 4
Consolidated statements of changes in
shareholders' equity for the six months
ended June 30, 2004 and 2003 5
Consolidated statements of cash flows
for the six months ended June 30, 2004
and 2003 6
Item 2. - Management's Discussion and Analysis
of Financial Condition and Results of Operations 7-8
Item 3. - Quantitative and Qualitative Disclosures about Market Risk 9
Item 4. - Controls and Procedures 9
Part II:
Item 1. - Legal Proceedings 10
Item 2. - Changes in Securities 10
Item 3. - Defaults upon Senior Securities 10
Item 4. - Submission of Matters to Vote by Security Holders 10
Item 5. - Other Matters 10
Item 6. - Exhibits and Reports on Form 8-K 10
Signatures 11
Exhibits
2
PART I - Financial Information
Item l. Financial Statements
OCEAN BIO-CHEM, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
JUNE 30, DECEMBER 31,
2004 2003
------------ ------------
(Unaudited)
Current assets:
Cash $ 218,441 $ 42,923
Trade accounts receivable net of allowances
for doubtful accounts of approximately $133,100
and $206,000 at June 30, 2004 and December 31,
2003, respectively 4,434,675 4,333,023
Inventories 6,346,546 5,315,741
Prepaid expenses and other current assets 167,906 193,372
------------ ------------
Total current assets 11,167,568 9,885,059
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Property, plant and equipment, net 7,452,723 7,506,586
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Other assets:
Funds held in escrow for equipment 1,900 126,295
Trademarks, trade names and patents, net
of accumulated amortization 330,439 330,439
Due from affiliated companies, net 356,238 172,925
Deposits and other assets 260,932 281,880
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Total other assets 949,509 911,539
------------ ------------
Total assets $ 19,569,800 $ 18,303,184
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 2,028,445 $ 1,305,484
Note payable - bank 5,325,000 4,550,000
Current portion of long-term debt 484,825 898,964
Income taxes and accrued expenses payable 133,662 261,439
------------ ------------
Total current liabilities 7,971,932 7,015,887
------------ ------------
Deferred income taxes payable 223,610 205,610
------------ ------------
Long-term debt, less current portion 5,808,172 5,677,692
------------ ------------
Shareholders' equity:
Common stock - $.01 par value 10,000,000 shares
authorized, 5,417,813 and 4,960,843 shares
issued and outstanding at June 30, 2004 and
December 31, 2003, respectively 54,178 49,608
Additional paid-in capital 4,722,746 4,409,829
Foreign currency translation adjustment (249,344) (237,323)
Retained earnings 1,046,701 1,190,076
------------ ------------
5,574,281 5,412,190
Less cost of common stock in treasury,
7,519 shares at June 30, 2004 and
December 31, 2003, respectively (8,195) (8,195)
------------ ------------
5,566,086 5,403,995
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Total liabilities and shareholders' equity $ 19,569,800 $ 18,303,184
============ ============
3
OCEAN BIO-CHEM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
2004 2003 2004 2003
------------ ------------ ------------ ------------
Gross sales $ 6,295,436 $ 5,462,282 $ 10,199,380 $ 8,688,052
Allowances 849,875 351,531 1,316,233 706,534
------------ ------------ ------------ ------------
Net sales 5,445,561 5,110,751 8,883,147 7,981,518
Cost of goods sold 4,052.441 3,630,147 6,743,078 6,175,783
------------ ------------ ------------ ------------
Gross profit 1,393,120 1,480,604 2,140,069 1,805,735
------------ ------------ ------------ ------------
Costs and expenses:
Advertising and promotion 333,174 189,775 467,430 327,324
Selling and administrative 864,748 805,967 1,722,151 1,607,907
Interest expense 73,639 77,583 140,942 147,691
------------ ------------ ------------ ------------
Total cost and expenses 1,271,561 1,073,325 2,330,523 2,082,922
------------ ------------ ------------ ------------
Income (loss) from operations 121,559 407,279 (190,454) (277,187)
Interest income 107 825 579 3,233
------------ ------------ ------------ ------------
Income (loss) before income taxes 121,666 408,104 (189,875) (273,954)
Provision (benefit) for income taxes 59,500 -- (46,500) --
------------ ------------ ------------ ------------
Net income (loss) 62,164 408,104 (143,375) (273,954)
Other comprehensive income (loss)
net of income taxes:
Foreign currency translation
Adjustment (16,559) 28,205 (12,021) 49,712
------------ ------------ ------------ ------------
Comprehensive income (loss) $ 45,607 $ 436,309 $ (155,396) $ (224,242)
============ ============ ============ ============
Earnings (loss) per
common share $ .01 $ .08 $ (.03) $ (.06)
============ ============ ============ ============
Earnings per share were calculated on the basis of 5,294,818 and 4,823,549
weighted average shares of common stock outstanding for the six months and three
months ended June 30, 2004 and 2003, 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.
4
OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES
IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED
JUNE 30, 2004 AND 2003
(UNAUDITED)
Foreign
Common stock Additional currency Retained Treasury
Shares Amount paid-in capital adjustment earnings stock Total
----------- ----------- ----------- ----------- ----------- ----------- -----------
January 1, 2004 4,960,843 $ 49,608 $ 4,409,829 ($ 237,323) $ 1,190,076 ($ 8,195) $ 5,403,995
Net loss -- -- -- -- (143,375) -- (143,375)
Common stock
issuances 456,970 4,570 312,917 -- -- -- 317,487
Foreign currency
translation
adjustment -- -- -- (12,021) -- -- (12,021)
----------- ----------- ----------- ----------- ----------- ----------- -----------
June 30, 2004 5,417,813 $ 54,178 $ 4,722,746 ($ 249,344) $ 1,046,701 ($ 8,195) $ 5,566,086
=========== =========== =========== =========== =========== =========== ===========
January 1, 2003 4,805,843 $ 48,058 $ 4,341,629 ($ 303,575) $ 845,005 ($ 8,195) $ 4,922,922
Net (loss) -- -- -- -- (273,954) -- (273,954)
Issuances of stock 155,000 1,550 68,200 -- -- -- 69,750
Foreign currency
translation
adjustment -- -- -- -- -- 49,712 49,712
----------- ----------- ----------- ----------- ----------- ----------- -----------
June 30, 2003 4,960,843 $ 49,608 $ 4,409,829 ($ 253,863) $ 571,051 ($ 8,195) $ 4,768,430
=========== =========== =========== =========== =========== =========== ===========
5
OCEAN BIO-CHEM, INC.
AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30,
(Unaudited)
2004 2003
----------- -----------
Cash flow provided by operating activities:
Net income (loss) $ (143,375) $ (273,954)
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation and amortization 357,224 314,924
Changes in assets and liabilities:
Decrease (increase) in accounts receivable (101,652) (527,352)
(Increase) in inventory (1,030,805) (1,392,917)
(Increase) decrease in prepaid expenses
and other current assets 25,465 223,291
(Decrease) in accounts payable,
accrued expenses and other 634,133 176,442
----------- -----------
Net cash provided (used) by operating activities (259,010) (1,479,566)
----------- -----------
Cash flows from financing activities:
Net increases under line of credit 775,000 350,000
Reduction (increases) in due from affiliates (183,313) 305,130
Payments on debts, net (283,659) (301,909)
Common stock transactions 317,487 69,750
----------- -----------
Net cash provided (used) by financing activities 625,515 422,971
----------- -----------
Cash flows from investing activities:
Purchases of property, plant, equipment, net
of funds held in escrow (178,966) (33,654)
----------- -----------
Net cash (used) by investing activities (178,966) (33,654)
----------- -----------
Increase (decrease) in cash prior to effect of
foreign currency translation adjustment 187,539 (1,090,249)
Effect of foreign currency translation adjustment on cash (12,021) 49,712
----------- -----------
Net increase (decrease) in cash 175,518 (1,040,537)
Cash at beginning of period 42,923 1,093,826
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Cash at end of period $ 218,441 $ 53,289
=========== ===========
Supplemental information:
Cash used for payment of interest during period $ 140,942 $ 147,691
=========== ===========
Cash used for payment of income taxes during period $ 32,000 $ --
=========== ===========
The company had no cash equivalents at June 30, 2004 and 2003.
6
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,
2003 have been reclassified to conform with the 2004 presentation.
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 Ocean Bio-Chem, Inc. (the "Company," `we" or "us") to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Factors which may
affect our results include, but are not limited to, the highly competitive
nature of our industry; reliance on certain key customers; consumer demand for
marine, recreational vehicle and automotive products; advertising and
promotional efforts, and other factors. We 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.
Item 2 Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
- -------------------------------
The primary sources of our liquidity is cash from operations, short-term
borrowings under our revolving line of credit with Regions Bank, a commercial
bank, other borrowings.
We renewed our line of credit with Regions Bank in July 2004, in which we
increased our credit line from $ 5 million to $6 million. This line of credit is
secured by a security interest in our accounts receivable and inventory. The
line of credit bears interest the lender's prime rate plus .25% and matures on
May 31, 2005. The maximum amount of credit that can be extended under the
agreement is $6 million. Under this line of credit, we are required to maintain
certain financial ratios as of each fiscal year end. As of June 30, 2004, the
amount outstanding pursuant to the working capital line of credit was
$5,325,000.
We have obtained financing under industrial development revenue bonds from the
city of Montgomery, AL beginning in 1997. As of June 30, 2004, the amount
outstanding under our industrial development bonds is $5,895,000. The interest
rate on the bonds is a floating rate and as of June 30, 2004, the interest rate
was approximately 1.3%
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THE
- ------------------------------------------------------------------------------
THREE MONTHS ENDED JUNE 30, 2003
- --------------------------------
Gross sales increased 15% to approximately $6,295,400 for the three months ended
June 30, 2004 compared to gross sales of approximately $5,462,300 for the three
months ended June 30, 2003. Management attributes this increase primarily to
sales of recently introduced new marine oil products and to the timing of
certain customer orders.
Cost of goods sold increased to 74.42% of net sales during the three months
ended June 30, 2004 compared to 71.03% of net sales in the three months ended
June 30, 2003. The increase in the cost of goods is attributed to increasing oil
and other raw material costs announced during the second quarter and subsequent
to previously promulgated sales price increases to certain of our customers.
Management is currently evaluating the possibility of an another round of sales
price increases to absorb these additional costs, but has deferred an additional
increase in prices until it become clearer that these higher material costs will
stabilize.
Selling and administrative expenses increased approximately $58,800 or 7 % in
the three months ended June 30, 2004 compared to the same period in the prior
year. Such change was primarily due to increased personnel costs and other
normal recurring increases in operating expenses.
7
Advertising and promotion increased approximately $143,400 or 76% in the three
months ended June 30, 2004 compared to the same period in the prior year. This
resulted primarily from increased co-op advertising associated with increased
sales to certain customers and the timing of various advertising programs in
2004.
Interest expense was substantially unchanged in the three months ended June 30,
2004 and 2003 and amounted to approximately $73,600 and $77,600, respectively.
Our income from operations was approximately $121,600 in the three months ended
June 30, 2004 compared to $407,300 during the three months ended June 30, 2003.
Our net income was approximately $62,600 in the three months ended June 30, 2004
compared to $408,100 in the three months ended June 30, 2003.
SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2003
- -----------------------------------------------------------------------------
Gross Sales increased 17% to approximately $10,199,400 in the six months ended
June 30, 2004 compared to $8,686,100 for the six months ended June 30, 2003.
Management attributes this increase to mild weather in the northern states
causing an early start of the boating season and thereby increased sales of
marine products
Cost of goods sold decreased to 75.91% of net sales for the six months ended
June 30, 2004 compared to 77.38% of net sales in the six months ended June 30,
2003. This change resulted from various factors, some of which negatively
impacted margins and others which mitigated these factors. Specifically,
petroleum products have costs which are higher than those experienced in prior
periods and currently represent a higher portion of manufacturing efforts. In
addition, a price increase was passed along on certain products during the first
quarter of 2004, and margins are favorably impacted by spreading fixed elements
of overhead over increased revenues.
Advertising and promotion expenses increased approximately $140,100 or 43% for
the 2004 period when compared to expenses in the same time period in the
previous year. This increase resulted primarily from increased co-op advertising
associated with increased sales to certain customers and the timing of various
advertising programs in 2004.
Selling and administrative expenses increased by approximately $114,200 or 7% in
the six months ended June 30, 2004 compared to the six months ended June 30,
2003. Such change was primarily due to increased personnel costs and other
normal recurring increases in operating expenses.
Interest expense for the 2004 period decreased approximately $6,700 or 4.6% when
compared to the same six month period of 2003. This change was primarily due to
the impact of lower interest rates.
Our loss before income taxes was $189,875 in the six months ended June 30, 2004
compared to a net loss before income taxes of $273,954 in the six months ended
June 30, 2003.
Our benefit for income taxes amounted to $46,500 for the six months ended June
30, 2004 and reflected based on available tax net loss carry-back provisions. We
did not have any benefit for income taxes in the six months ended June 30, 2003.
As a result of the foregoing, our net loss from amounted to approximately
$143,400 for the six months ended June 30, 2004 compared to a net loss of
approximately $274,000 for the six months ended June 30, 2003.
8
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Market risk represents the risk of loss that may impact our financial position,
results of operations or cash flows due to adverse changes in financial and
commodity market prices and interest rates. We are exposed to market risk in the
areas of changes in borrowing rates in the United States and changes in foreign
currency exchange rates Historically and as of June 30, 2004, we have not used
derivative instruments or engaged in hedging activities to minimize market risk.
INTEREST RATE RISK
As or June 30, 2004, we had floating interest rates on our industrial
development revenue bonds and our credit facility. As of June 30, 2004, the
interest rate on our $5,895,000 outstanding balance of industrial revenue bonds
was 1.3% per annum and the interest rate on our credit facility approximated
4.75% which is prime plus .25%. We do not expect any changes in the interest
rate to have a significant impact on our operations during fiscal 2004.
FOREIGN CURRENCY RISK
We sell products in Canada, based on the Canadian dollar. Thereby, we have
exposure to changes in exchange rates. Changes in the Canadian dollar/U.S.
dollar exchange rates may positively or negatively affect our gross margins,
operating income and retained earnings. We do not believe that near-term changes
in the exchange rates, if any, will result in a material effect on our future
earnings, fair values or cash flows, and therefore, we have chosen not to enter
into foreign currency hedging transactions. We cannot assure you that this
approach will be successful, especially in the event of a significant and sudden
change in the value of the Canadian dollar.
CONCENTRATION AND CREDIT RISK
We maintain cash balances at several financial institutions which are insured by
the Federal Deposit Insurance Corporation up to $100,000. At times, the cash
balances may exceed federally insured limits. We have not experienced any losses
in such accounts and we believe the risk related to these deposits is minimal.
At June 30, 2004, approximately 18% of the Company's cash was subject to such
risk.
Item 4. Controls and Procedures
Within 90 days prior to the date of this Quarterly Report on Form 10-Q, we
carried out an evaluation, under the supervision and with the participation of
our principal executive officer and principal financial officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on this evaluation, our principal executive officer and
principal financial officer concluded that our disclosure controls and
procedures are effective in timely alerting them to material information
required to be included in our periodic SEC reports. It should be noted that the
design of any system of controls is based in part upon certain assumptions about
the likelihood of future events, and there can be no assurance that any design
will succeed in achieving its stated goals under all potential future
conditions, regardless of how remote. In addition, we reviewed our internal
controls, and there have been no significant changes in our internal controls or
in other factors that could significantly affect those controls subsequent to
the date of their last evaluation.
9
PART II: OTHER INFORMATION
Item l - Legal Proceedings: See our Form 10-K for the year ended
December 31, 2003.
Item 2 - Changes in Securities: On April 7, 2004, we granted an aggregate of
140,500 shares of our common stock to certain officers, directors and
employees as bonus shares. We issued these shares in reliance upon
Section 4(2) of the Securities Act of 1933, because each person who
received the shares was knowledgeable, sophisticated and had access
to comprehensive information about us. We placed legends on the
certificates stating that the securities were not registered under
the Securities Act and set forth the restrictions on their
transferability and sale.
Item 3 - Defaults Upon Senior Securities: Not applicable
Item 4 - Submission of Matters to Vote of Security Holders:
On June 3, 2004, at our annual meeting of shareholders, seven
directors; Peter G. Dornau, Edward Anchel, Jeffrey Tieger, Laz L.
Schneider, James M. Kolisch, John B. Turner, and Sonia B. Beard were
elected. Shareholders also approved Berkovits, Lago & Co., LLP,
Certified Public Accountants, as independent auditors for the year
ending December 31, 2004. The tabulation of voting for the foregoing
was as follows:
For Against Abstain
--- ------- -------
Peter G. Dornau 3,717,028 668 1,100
Edward Anchel 3,717,028 668 1,100
Jeffrey Tieger 3,717,028 668 1,100
Laz L. Schneider 3,717,028 1,778 1,100
James M. Kolisch 3,717,028 668 1,100
John B. Turner 3,717,028 668 1,100
Sonia B. Beard 3,717,028 1,778 1,100
Berkovits, Lago
& Co.,LLP, CPA's 3,710,526 1,778 7,602
Item 5 - Other Matters: Not applicable
Item 6 - Exhibits:
(A) Exhibits
31.1 Certification of CEO pursuant to Section 302 of
Sarbanes Oxley Act of 2002
31.2 Certification of CFO pursuant to Section 302 of
Sarbanes Oxley Act of 2002
32.1 Certification of CEO and CFO pursuant to USC Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 906
(B) Reports on Form 8-K - Not applicable
10
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.
OCEAN BIO-CHEM, INC.
Date: August 11, 2004 /s/ Peter Dornau
--------------------------
Peter G. Dornau
Chairman of the Board and
Chief Executive Officer
/s/ Edward Anchel
--------------------------
Edward Anchel
Chief Financial Officer
11