-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hol+UYT4BDq7wuMYfkrnDoiMmHv3SIbUCj7Yv2favTSYtHicgyEnS9gh571TFP64 NWcTz0UBrPgfTCDb7BoHpA== 0000350737-02-000043.txt : 20020813 0000350737-02-000043.hdr.sgml : 20020813 20020813132005 ACCESSION NUMBER: 0000350737-02-000043 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20020630 FILED AS OF DATE: 20020813 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCEAN BIO CHEM INC CENTRAL INDEX KEY: 0000350737 STANDARD INDUSTRIAL CLASSIFICATION: SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS [2842] IRS NUMBER: 591564329 STATE OF INCORPORATION: FL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-11102 FILM NUMBER: 02728871 BUSINESS ADDRESS: STREET 1: 4041 SW 47TH AVE CITY: FORT LAUDERDALE STATE: FL ZIP: 33314 BUSINESS PHONE: 9545876280 MAIL ADDRESS: STREET 1: 4041 SW 47TH AVE CITY: FT LAUDERDALE STATE: FL ZIP: 33028 FORMER COMPANY: FORMER CONFORMED NAME: STAR BRITE CORP DATE OF NAME CHANGE: 19841204 10-Q 1 form10q-0602.txt 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) ------------------------------------------------------------------------------- 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 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 PART I - Financial Information Item l. Financial Statements OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS
JUNE 30, DECEMBER 31, 2002 2001 ----------- ------------ (Unaudited) 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 ------------ ------------- Property, plant and equipment, net 5,810,705 6,002,445 ------------ ------------- 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 ------------ ------------- 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 ------------ ------------- Total current liabilities 6,138,604 6,438,808 ------------ ------------- Deferred income taxes payable 226,030 111,200 ------------ ------------- Long-term debt, less current portion 3,486,301 3,718,876 ------------ ------------- 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 ------------ ------------- Total liabilities and shareholders' equity $14,869,943 $ 15,030,206 ============ =============
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, 2002 2001 2002 2001 ----------- ---------- ----------- ---------- 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.
4 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001 (UNAUDITED)
Additional Foreign Common stock paid-in currency Retained Treasury Shares Amount capital adjustment earnings stock Total --------- ------- ---------- ---------- ---------- -------- ----------- 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 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, (Unaudited)
2002 2001 ---------- ---------- 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 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 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 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:
For Against Abstain --------- ---------- ----------- 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 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
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