10-Q 1 form10q-0305.txt FORM 10Q 03-31-05 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [x] QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2005 or [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No. 2-70197 OCEAN BIO-CHEM, INC. ------------------------------------------------------ (Exact name of Registrant as specified in its charter) Florida 59-1564329 ------------------------------- ------------------ (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4041 SW 47 Avenue, Fort Lauderdale, Florida 33314-4023 954-587-6280 ------------------------------------------------------------------ (Address and telephone number, including area code of Registrant's Principal Executive Offices) Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Common stock, par value $.01 per share Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Sections 12, 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 by check mark whether the Registrant is an accelerated filer (as defined by Rule 12b-2 of the Securities Exchange Act of 1934) YES [ ] NO [x] $.01 par value common stock, 10,000,000 shares authorized, 5,689,816 shares issued and outstanding at May 10, 2005 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES INDEX Description Page ----------- ---- Part I - Financial Information: Item 1. - Financial Statements: Consolidated balance sheets as of March 31, 2005 and December 31, 2004 3 Consolidated statements of operations for the three months ended March 31, 2005 and 2004 4 Consolidated statements of changes in shareholders' equity for the three months ended March 31, 2005 and 2004 5 Consolidated statements of cash flows for the three months ended March 31, 2005 and 2004 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 8-9 Item 4 - Controls and Procedures 9 Part II - Other Information: Item 1. - Legal Proceedings 9 Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds 9 Item 3. - Defaults upon Senior Securities 10 Item 4. - Submission of Matters to a Vote by Security Holders 10 Item 5. - Other Matters 10 Item 6. - Exhibits 10 Signatures 10 Certifications 2 PART I - Financial Information Item l. Financial Statements: OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS ASSETS ------
MARCH 31, DECEMBER 31, 2005 2004 ------------ ------------ (UNAUDITED) Current assets: Cash $ 103,574 $ 988,106 Trade accounts receivable net of allowance for doubtful accounts of approximately $125,100 and $201,000 at March 31, 2005 and December 31, 2004 respectively 2,735,160 4,652,144 Inventories 6,635,825 5,218,431 Prepaid expenses 209,939 214,492 ------------ ------------ Total current assets 9,684,498 11,073,173 ------------ ------------ Property, plant and equipment, net 7,487,152 7,337,600 ------------ ------------ Other assets: Trademarks, trade names and patents, net of accumulated amortization 330,439 330,439 Funds held in escrow for equipment 1,859 1,853 Due from affiliated companies, net 611,592 408,476 Deposits and other assets 254,012 246,803 ------------ ------------ Total other assets 1,197,902 987,571 ------------ ------------ Total assets $18,369,552 $19,398,344 ============ ============ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Current liabilities: Accounts payable - trade $ 2,352,617 $ 2,251,287 Note payable - bank 4,250,000 4,500,000 Current portion of long term debt 481,161 483,112 Income taxes payable - current - 44,600 Accrued expenses payable 241,582 390,600 ------------ ------------ Total Current Liabilities 7,325,360 7,015,887 ------------ ------------ Deferred income taxes payable 260,000 260,000 ------------ ------------ Long term debt, less current portion 5,460,430 5,580,250 ------------ ------------ Shareholders' equity: Common stock - $.01 par value, 10,000,000 shares authorized; 5,567,816 and 5,417,813 shares issued and outstanding at March 31, 2005 and December 31, 2004 respectively 55,678 54,178 Additional paid-in capital 4,721,246 4,472,746 Foreign currency translation adjustment ( 198,381) ( 204,864) Retained earnings 753,414 1,324,630 ------------ ------------ 5,447,957 5,896,690 Less cost of common stock in treasury, 7,519 shares at March 31, 2005 and December 31, 2004 ( 8,195) ( 8,195) ------------ ------------ 5,323,762 5,888,495 ------------ ------------ Total liabilities and shareholders' equity $18,369,552 $19,398,344 ============ ============
3 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)
2005 2004 ------------ ----------- Gross sales $ 3,477,511 $ 3,903,944 Allowances 381,733 466,358 ------------ ------------ Net sales 3,095,778 3,437,586 Cost of goods sold 2,740,504 2,690,637 ------------ ------------ Gross profit 355,274 746,949 ------------ ------------ Costs and expenses: Advertising and promotion 106,405 134,256 Selling and administrative 1,010,970 857,403 Interest expense 103,934 67,303 ------------ ------------ Total costs and expenses 1,221,309 1,058,962 ------------ ------------ Operating (loss) ( 866,035) ( 312,013) Interest income 819 472 =----------- ------------ (Loss) before income taxes ( 865,216) ( 311,541) (Benefit) attributable to income taxes ( 294,000) ( 106,000) ------------ ------------ Net (loss) ( 571,216) ( 205,541) Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 6,483 4,538 ------------ ------------ Comprehensive (loss) ($ 564,733) ($ 201,003) ============ ============ (Loss) per common share ($ .10) ($ .04) ============ ============
(Loss) per share was calculated on the basis of 5,467,814 and 5,171,823 weighted average shares of common stock outstanding for the quarters ended March 31, 2005 and 2004, respectively. The Company has adopted Statement of Financial Accounting Standards No. 130 that requires items of comprehensive income to be stated as part of the basic financial statements. The only item of comprehensive income that the Registrant has is its foreign currency translation adjustment. 4 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)
Foreign Common stock Additional currency Retained Treasury Shares Amount paid-in capital adjustment earnings stock Total --------- ------- --------------- ---------- ----------- -------- ----------- January 1, 2005 5,417,813 $54,178 $4,722,746 ($204,864) $1,324,630 ($8,195) $5,888,495 Net (loss) ( 571,216) ( 571,216) Common stock issuance 150,003 1,500 ( 1,500) - Foreign currency translation adjustment 6,483 6,483 --------- ------- ---------- ---------- ----------- -------- ----------- March 31, 2005 5,567,816 $55,678 $4,721,246 ($198,381) $ 753,414 ($8,195) $5,323,762 ========= ======= ========== ========== =========== ======== ========== January 1, 2004 4,960,843 $49,608 $4,409,829 ($237,323) $1,190,076 ($8,195) $5,403,995 Net (loss) ( 205,541) ( 205,541) Common stock issuance 316,470 3,165 226,509 229,674 Foreign currency translation adjustment 4,538 4,538 --------- ------- ----------- ---------- ----------- -------- ---------- 4,538 March 31, 2004 5,277,313 $52,773 $4,636,338 ($232,785) $ 984,535 ($8,195) $5,432,666 ========= ======= ========== ========== =========== ======== ==========
5 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2005 AND 2004 (UNAUDITED)
2005 2004 ------------ ------------ Cash flow provided (used) by operating activities: Net (loss) ($ 571,216) ($ 205,541) Adjustments to reconcile net income to net cash provided (used) by operations: Depreciation and amortization 184,720 178,025 Changes in assets and liabilities: Decrease in accounts receivable 1,916,984 687,312 (Increase) in inventories ( 1,417,394) (1,056,278) Decrease in prepaid expenses 4,553 42,871 (Increase) decrease in accounts payable, accrued expenses and other ( 99,495) 531,402 ------------ ----------- Net cash provided by operating activities 18,152 177,791 ------------ ----------- Cash provided (used) by financing activities: Net increase (decrease) under line of credit ( 250,000) 50,000 Issuance of common stock - 229,674 Net (increase) in advances to affiliates ( 203,116) ( 229,618) Net (reduction) in long term borrowings ( 121,772) ( 152,023) ------------ ----------- Net cash (used) by financing activities ( 574,888) ( 101,967) ------------ ----------- Cash provided (used) by investing activities: Purchase property, plant, equipment, net ( 334,279) ( 60,305) ------------ ----------- Net cash used by investing activities ( 334,279) ( 60,305) ------------ ----------- Increase (decrease) in cash prior to effect of foreign currency translation on cash ( 891,015) 15,519 Effect of foreign currency translation on cash 6,483 4,538 ------------ ----------- Increase (decrease) in cash ( 884,532) 20,057 Cash at beginning of period 988,106 42,923 ------------ ----------- Cash at end of period $ 103,574 $ 62,980 ============ =========== Supplemental Information: Cash used for interest during period $ 83,656 $ 67,303 ============ =========== Cash used for income taxes during period $ 52,000 $ - ============ =========== The company had no cash equivalents at March 31, 2005 and 2004.
6 OCEAN BIO-CHEM, INC. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 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 quarter ended March 31, 2004 have been reclassified to conform to the 2005 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 Litigations 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. Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations Liquidity and Capital Resources: The primary sources of our liquidity are cash generated from operations, short-term borrowings under our revolving line of credit with Regions Bank, a commercial bank, and other borrowings. We renewed our line of credit with Regions Bank in July 2004, at which time we increased our credit line from $5 million to $6 million. This line of credit is collateralized by a security interest in our accounts receivable and inventory. The line of credit bears interest at the 30 day LIBOR rate plus 275 basis points (the effective interest rate at March 31, 2005 was 5.44%). It matures on May 31, 2005 and discussions are currently being held for its renewal. 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 March 31, 2005, the amount outstanding pursuant to the working capital line of credit was $ 4,250,000. On April 12, 2005 we entered into a financing obligation with our commercial bank, Regions Bank whereby they advanced us $500,000 to finance equipment acquisitions at our Kinpak facility. Such obligation is due in monthly installments of principal aggregating $8,333 plus interest at prevailing rates (the initial interest rate on this obligation is 5.4% per annum) through maturity on April 15, 2010. We have obtained financing under industrial development revenue bonds from the city of Montgomery, AL during 1997 and 2002. As of March 31, 2005, the amount outstanding under our industrial development bonds is $5,550,000. The bonds carry a floating interest rate, which as of March 31, 2005 was approximately 3.2%. As of March 31, 2005, we do not have any material commitments for capital expenditures, nor do we not have any other present commitment that is likely to result in our liquidity increasing or decreasing in any material way. In addition, except for our need for additional capital to finance inventory purchases, we know of no trend, additional demand, event or uncertainty that will result in, or that is reasonably likely to result in, our liquidity increasing or decreasing in any material way. 7 First Quarter Trend: Resulting principally from the recurring seasonality of retail consumer purchases of the Company's products, promotions offered to our wholesale customer during the fourth quarter and the unpredictability weather during the first quarter, the Company historically experiences operating losses during the quarters ending March 31. The following tabulation reflects our operating results for net sales and net income (loss) for our first quarters during the past five years: Quarter ended March 31, Net sales Net income (loss) ------------- ---------- ----------------- 2005 $3,095,778 ($ 571,216) 2004 3,437,586 ( 205,541) 2003 2,870,767 ( 682,058) 2002 3,917,975 56,943 2001 3,233,206 ( 309,474) 9The results for such interim periods are not necessarily indicative of results to be expected for the full year. Results of Operations: Net sales decreased approximately 10% to $3,477,511 for the quarter ended March 31, 2005 compared to $3,903,944 for the same quarter of the preceding year. Such decrease was primarily attributed to our largest customer adopting a policy of reducing their inventory levels coupled with the unusually cold weather in various regions of our country and the consequential delay in the start of the 2005 recreational boating season. Cost of goods sold amounted to $3,095,778 or 88.5% of net sales compared to $3,437,586 or 78.3% of net sales for the quarters ended March 31, 2005 and 2004, respectively. These results were adversely impacted by the unstable raw materials and commodities markets and attendant increases in petroleum related and other direct materials utilized in the manufacturing of our products as well as the results of spreading the fixed element of our manufacturing overhead over the reduced sales levels experienced during the current quarter. In an attempt to offset the foregoing, during May 2005, we announced a substantially "across the board" sales price increase to our customers in the 8% - 10% range effective June 1, 2005. The impact of this strategy will not be realized until the later quarters of 2005. Selling and administrative expenses increased approximately $153,600 or 18% when comparing the quarters ended March 31, 2005 and 2004. Such increase was primarily attributed to higher personnel costs associated with adding two key positions; Vice President - Operations and National Sales Manager - Automotive; both positions were not present during the quarter ended March 31, 2004. In addition, normal inflationary pressures attributable to both operating expenses and other personnel accounts for the balance of the quarterly difference. Advertising and promotion decreased approximately $27,800 or approximately 20% comparing the three months ended March 31, 2005 and 2004. Certain advertising programs are being geared toward later quarters of the year. Interest expense increased by approximately $36,600 comparing the quarter ended March 31, 2005 to the corresponding quarter in 2004. This principally resulted from increasing interest rates. Our loss before income taxes for the quarter ended March 31, 2005 amounted to $865,216 compared to $312,013 for the comparable quarter in 2004. Such losses produced Income Tax benefits aggregating $294,000 and $106,000 during the quarters ended March 31, 2005 and 2004, respectively. Accordingly, our net loss for the first quarter of 2005 amounted to $571,216 compared to $205,541 in the first quarter of 2004. 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 March 31, 2005, we have not used derivative instruments or engaged in hedging activities to minimize market risk. 8 Interest rate risk As or March 31, 2005, we had floating interest rates on our industrial development revenue bonds and our working capital line of credit facility. As of March 31, 2005 the interest rate on our $5,550,000 outstanding balance of industrial revenue bonds was approximately 3.2% per annum and the interest rate on our line of credit facility was based on the 30 day LIBOR rate plus 275 basis points (the effective interest rate at March 31, 2005 was 5.44%). We do not expect any changes in interest rates to have a material impact on our operations during the year ending December 31, 2005. 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, our 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. Item 4. Controls and Procedures We carried out an evaluation required by the Securities Exchange Act of 1934 ("Exchange Act"), under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rule 13a-15(e) of the 1934 Exchange Act, as of the end of the period covered by this report. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective in providing reasonable assurance that material information required to be included in our periodic SEC reports is made known to them in a timely manner. Management does not expect that our disclosure controls and procedures will prevent or detect all error and fraud. Any control system, no matter how well designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected. During the most recent fiscal quarter, there has not occurred any change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. PART II - OTHER INFORMATION Item 1. - Legal Proceedings: We are not a party to any material litigation presently pending nor, to the best knowledge of the Company, have any such proceedings been threatened. Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds: On February 21, 2005, we issued 150,003 shares of our common stock to Nico P. Pronk pursuant to the cashless exercise of a Warrant dated January 29, 2002. The Warrant was exercisable for a total of 150,003 shares of the Company's common stock at an exercise price of $1.2727 per share. In connection with the cashless exercise, Mr. Pronk tendered shares of the Company's common stock issuable pursuant to the Warrant as consideration to pay the exercise price. The issuance of the shares was exempt from registration under the Securities Act of 1933 in reliance on Section 4(2) promulgated thereunder as a transaction not involving any public offering. 9 Item 3. - Defaults Upon Senior Securities: Not applicable Item 4. - Submission of Matters to a Vote of Security Holders: Not applicable Item 5. - Other Matters: Not applicable Item 6. - Exhibits: 31.1 Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley 31.2 Certification of Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley 32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on behalf by the Undersigned there unto duly authorized. OCEAN BIO-CHEM, INC. Date: May 16, 2005 /s/ Peter G. Dornau ------------------------- ---------------------------------------- Peter G. Dornau Chairman of the Board of Directors and Chief Executive Officer /s/ Edward Anchel ---------------------------------------- Edward Anchel Chief Financial Officer 10 Exhibit 31.1 CERTIFICATION I, Peter G. Dornau certify that: 1. I have reviewed this Form 10-Q of Ocean Bio-Chem, Inc. as of and for the periods ended March 31, 2005; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) for the Registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures , as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Dated: May 16, 2005 /s/ Peter G. Dornau ------------------- ---------------------------------------- Peter G. Dornau Chairman of the Board and Chief Executive Officer Exhibit 31.2 CERTIFICATION I, Edward Anchel certify that: 1. I have reviewed this Form 10-Q of Ocean Bio-Chem, Inc. as of and for the periods ended March 31, 2005; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the periods covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a - 15(e) and 15d - 15(e)) for the Registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures , as of the end of the period covered by this report based on such evaluation; and c) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. Date: May 16, 2005 /s/ Edward Anchel ----------------- ---------------------------------------- Edward Anchel Chief Financial Officer Exhibit 32.1 CERTIFICATION Pursuant to 18U.S.C.Section 1350, the undersigned officers of Ocean Bio-Chem, Inc. (the "Company"), hereby certify that the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2005 (the "Report") fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company. Dated: May 16, 2005 /s/ Peter G. Dornau ---------------------------------------- Peter G. Dornau Chairman of the Board of Directors and Chief Executive Officer /s/ Edward Anchel ---------------------------------------- Edward Anchel Chief Financial Officer