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 September 30, 2004
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.)
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 by check mark whether the Registrant is an Accelerated Filer (as
defined in Rule 12b-2 of the Exchange Act)
YES NO X
------ -------
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 September 30, 2004
OCEAN BIO-CHEM AND SUBSIDIARIES
INDEX
Description Page
----
Part I:
Item 1. - Financial Statements:
Consolidated balance sheets as of September 30, 2004
and December 31, 2003 3
Consolidated statements of operations for the three and
nine months ended September 30, 2004 and 2003 4
Consolidated statements of changes in shareholders'
equity for the nine months ended September 30, 2004
and 2003 5
Consolidated statements of cash flows for the nine months
ended September 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 10
Exhibits
2
Part I - Financial Information
Item I. Financial Statements
OCEAN BIO-CHEM, INC.
AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
ASSETS
SEPTEMBER 30, DECEMBER 31,
2004 2003
------------- ------------
(Unaudited)
Current assets:
Cash $ 53,547 $ 42,923
Trade accounts receivable net of allowances for doubtful
accounts of approximately $133,200 and $ 206,000 at
September 30, 2004 and December 31, 2003, respectively 4,876,274 4,333,023
Inventories
6,484,544 5,315,741
Prepaid expenses and other current assets 161,950 193,372
------------ ------------
Total current assets 11,576,315 9,885,059
------------ ------------
Property, plant and equipment, net 7,361,793 7,506,586
------------ ------------
Other assets:
Funds held in escrow for equipment 1,901 126,295
Trademarks, trade names and patents, net
of accumulated amortization 330,439 330,439
Due from affiliated companies, net 381,002 172,925
Deposits and other assets 273,437 281,880
------------ ------------
Total other assets 986,779 911,539
------------ ------------
Total assets $ 19,924,887 $ 18,303,184
============ ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade $ 2,954,277 $ 1,305,484
Note payable - bank 4,975,000 4,550,000
Current portion of long-term debt 485,805 898,964
Income taxes and accrued expenses payable 61,522 261,439
------------ ------------
Total current liabilities 8,476,604 7,015,887
------------ ------------
Deferred income taxes payable 241,610 205,610
------------ ------------
Long term debt, less current portion 5,699,925 5,677,692
------------ ------------
Shareholders' equity:
Common stock - $.01 par value 10,000,000 shares authorized,
5,417,813 and 4,960,843 issued and outstanding at
September 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 ( 224,633) ( 237,323)
Retained earnings 962,652 1,190,076
------------ -------------
5,514,943 5,412,190
Less cost of common stock in treasury, 7,519 shares
at September 30, 2004 and December 31, 2003, respectively ( 8,195) ( 8,195)
------------- -------------
5,506,748 5,403,995
------------- -------------
Total liabilities and shareholders' equity $ 19,924,887 $ 18,303,184
============= =============
3
OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For the three months For the nine months
ended September 30, ended September 30,
2004 2003 2004 2003
---- ---- ---- ----
Gross sales $6,513,764 $7,147,944 $16,713,144 $15,835,996
Allowances 626,276 715,394 1,942,509 1,421,928
---------- ---------- ----------- -----------
Net sales 5,887,488 6,432,550 14,770,635 14,414,068
Cost of goods sold 4,671,283 4,675,359 11,414,361 10,851,142
---------- ---------- ----------- -----------
Gross profit 1,216,205 1,757,191 3,356,274 3,562,926
---------- ---------- ----------- -----------
Cost and expenses:
Advertising and promotion 370,879 313,256 838,309 640,580
Selling and administrative 864,241 754,069 2,586,392 2,361,976
Interest expense 81,285 70,642 222,227 218,333
---------- ---------- ----------- -----------
Total costs and expenses 1,316,405 1,137,967 3,646,928 3,220,889
---------- ---------- ----------- -----------
Income (loss) from operations ( 100,200) 619,224 ( 290,654) 342,037
Interest income 151 7,544 730 10,778
----------- ---------- ------------ -----------
Income (loss) before income taxes ( 100,049) 626,768 ( 289,924) 352,815
Provision (benefit) for income taxes ( 16,000) 120,000 ( 62,500) 120,000
----------- ---------- ------------ -----------
Net income (loss) ( 84,049) 506,768 ( 227,424) 232,815
Other comprehensive income, net of
income taxes:
Foreign currency translation
adjustment 24,711 ( 708) 12,690 49,004
----------- ----------- ------------ ------------
Comprehensive income ($ 59,338) $ 506,060 ($ 214,734) $ 281,819
=========== =========== ============ ===========
Earnings(loss) per common share ($ .02) $ .10 ($ .04) $ .05
=========== =========== ============ ===========
Earnings per share were calculated on the basis of 5,335,816 and 4,866,605
weighted average shares of common stock outstanding for the nine months and
three months ended September 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 STATEMENT OF CHANGES
IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED
SEPTEMBER 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 ( 227,424) ( 227,424)
Common stock
issuances 456,970 4,570 312,917 317,487
Foreign currency
translation
adjustment 12,690 12,690
--------- --------- ---------- --------- ----------- ---------- ----------
September 30,
2004 5,417,813 $ 54,178 $4,722,746 ($224,633) $ 962,652 ($ 8,195) $5,506,748
========= ========= ========== ========== ========== ========== ==========
$5,506,748
==========
January 1,
2003 4,805,843 $48,058 $4,341,629 ($303,575) $ 845,005 ($ 8,195) $4,922,922
Net income 232,815 232,815
Common stock
issuances 155,000 1,550 68,200 69,750
Foreign currency
translation
adjustment 49,004 49,004
--------- --------- ---------- --------- ----------- ---------- -----------
September 30,
2003 4,960,843 $49,608 $4,409,829 ($254,571) $1,077,820 ($ 8,195) $5,176,483
========= ========= ========== ========== ========== ========== ===========
5
OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30,
(UNAUDITED)
2004 2003
---- ----
Cash flows provided by operating activities:
Net income (loss) ($ 227,424) $ 232,815
Adjustments to reconcile net income
to net cash provided by operations:
Depreciation and amortization 545,422 495,420
Changes in assets and liabilities:
(Increase) in accounts receivable ( 543,251) ( 1,183,919)
(Increase) in inventory ( 1,168,803) ( 1,609,951)
(Increase) decrease in prepaid expenses
and other current assets 31,422 ( 87,335)
Increase in accounts payable,
accrued expenses, and other 1,493,319 954,876
------------- -------------
Net cash provided (used) by operating activities 130,685 ( 1,198,094)
------------- -------------
Cash flows from financing activities:
Net increases under line of credit 425,000 500,000
Reduction (increases) in due from affiliates ( 208,077) 298,041
Payments on debts, net ( 390,926) ( 433,907)
Common stock transactions 317,487 69,750
------------- -------------
Net cash provided by operating activities 143,484 433,884
------------- -------------
Cash flows from investing activities:
Purchases of property, plant and equipment, net
of funds held in escrow ( 276,235) ( 138,595)
------------- -------------
Net cash used by investing activities ( 276,235) ( 138,595)
------------- -------------
(Decrease) in cash prior to effect of
foreign currency translation adjustments ( 2,066) ( 902,805)
Effect of foreign currency translation on cash 12,690 49,004
------------- -------------
Net increase (decrease) in cash 10,624 ( 853,801)
Cash at beginning of period 42,923 1,093,826
------------- -------------
Cash at end of period $ 53,547 $ 240,025
============= =============
Supplemental information:
Cash used for payment of interest during period $ 222,227 $ 218,333
============= =============
Cash used for payment of income taxes during period $ 48,000 $ -
============= =============
The Company had no cash equivalents at September 30, 2004 or 2003.
6
OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
The information contained in this Report is unaudited, but reflects all
adjustments which are, in the opinion of 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 nine months ended
September 30, 2003 have been reclassified in order 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 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 CONDITION AND
RESULTS OF OPERATIONS
Liquidity and Capital Resources
The primary sources of our liquidity are cash 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 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
September 30, 2004, the amount outstanding pursuant to the working capital line
of credit was $ 4,975,000.
We have obtained financing under industrial development revenue bonds from
the city of Montgomery, AL during 1997 and 2002. As of September 30, 2004, the
amount outstanding under our industrial development bonds is $5,780,000. The
bonds carry a floating interest rate, which as of September 30, 2004 was
approximately 2%.
Result of Operations for the Three Months Ended September 30, 2004 compared
to the Three Months Ended September 30, 2003:
Gross sales decreased 9% or approximately $634,200 for the three months
ended September 30, 2004 compared to the three months ended September 30, 2003.
Management attributes this decrease primarily to the timing of incoming orders
resulting from the hurricanes that plagued the southeastern United States during
the current quarter. Customer orders anticipated during the current period have
been received during the fourth quarter and it is expected that this shortfall
will be made up before year-end.
7
Cost of goods sold increased to 79.3% of net sales during the three months
ended September 30, 2004 compared to 72.7% of net sales in the three months
ended September 30, 2003. The increase in the cost of goods is attributed to
increasing oil and other raw material costs announced by suppliers during the
current quarter. Our 2004 third quarter sales heavily included anti-freeze
products which have margins that are highly dependent on petroleum costs. In
addition, the sales that otherwise would have been reflected in the third
quarter, but for the impact of hurricanes as noted above, substantially
represent core marine products which yield higher margins and otherwise would
have impacted the current quarter's revenue mix and, accordingly, gross margins.
Selling and administrative expenses increased approximately $110,200 or 15
% in the three months ended September 30, 2004 compared to the same period of
the prior year. Such change was primarily due to increased personnel costs and
other normal recurring increases in operating expenses.
Advertising and promotion increased approximately $ 57,600 or 18% in the
three months ended September 30, 2004 compared to the same period in the prior
year. This resulted primarily from planned increases in primarily co-op and
print media advertising programs.
Interest expense for the three months ended September 30, 2004 amounted to
approximately $81,300 which represents an approximate $10,000 increase compared
to the comparable period in 2003. This resulted from slightly higher interest
rates and increased borrowings.
Our loss from operations was approximately ($100,000) for the three months
ended September 30, 2004 compared to income of approximately $626,800 during the
three months ended September 30, 2003.
Our net loss was approximately ($84,000) in the three months ended
September 30, 2004 compared to net income of approximately $506,800 in the three
months ended September 30, 2003.
Result of Operations for the Nine Months Ended September 30, 2004 compared
to the Nine Months Ended September 30, 2003:
Gross sales increased 6% to approximately $16,713,100 in the nine months
ended September 30, 2004 compared to $15,836,000 for the nine months ended
September 30, 2003. Management attributes this to sales increases realized
during earlier quarters of 2004 based on an early start to the marine boating
season this year.
Cost of goods sold increased to 77.3% of net sales for the nine months
ended September 30, 2004 compared to 75.3% of net sales in the nine months ended
September 30, 2003. This change resulted from various factors, some of which
negatively impacted margins and others which mitigated these factors.
Specifically, petroleum product costs are higher than those experienced in prior
periods and currently represent a higher portion of manufacturing expenses. 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. Please read management's discussion
relating to the three months ended September 30, 2004, above.
Advertising and promotion expenses increased approximately $197,700 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 $224,400 or
10% in the nine months ended September 30, 2004 compared to the nine months
ended September 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 increased approximately $3,900 when
compared to the same nine month period of 2003. This change was primarily due to
the impact of higher interest rates and increased borrowings.
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 September
30, 2004, we have not used derivative instruments or engaged in hedging
activities to minimize market risk.
INTEREST RATE RISK
As or September 30, 2004, we had floating interest rates on our industrial
development revenue bonds and our working capital line of credit facility. As of
September 30, 2004, the interest rate on our $5,780,000 outstanding balance of
industrial revenue bonds was approximately 2% per annum and the interest rate on
our line of credit facility approximated 5% 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.
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 1 - Legal Proceedings: See our Form 10-K for the year ended
December 31, 2003.
Item 2 - Changes in Securities: Not applicable
Item 3 - Defaults Upon Senior Securities: Not applicable
Item 4 - Submission of Matters to Vote of Security Holders: Not applicable
Item 5 - Other Matters: Not applicable
Item 6 - Exhibits and Reports on Form 8-K:
(A) Exhibits: Not applicable
(B) Reports on Form 8-K:
On October 26, 2004, we filed a Form 8-K disclosing that, pursuant to
NASDAQ rules covering controlled corporations (those with a shareholder owning
more than 50% of a company's common stock), we do not have either an independent
compensation committee or nominating committee.
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: November 12, 2004 /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
CERTIFICATION
I, Peter G. Dornau certify that:
1. I have reviewed this quarterly report on Form 10-Q of Ocean Bio-Chem,
Inc. as of and for the periods ended September 30, 2004;
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 quarterly 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 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.
OCEAN BIO-CHEM, INC.
Date: November 12, 2004 /s/ Peter G. Dornau
------------------- ----------------------
Peter D. Dornau
Chairman of the Board and
Chief Executive Officer
Exhibit 31.1
CERTIFICATION
I, Edward Anchel certify that:
1. I have reviewed this quarterly report on Form 10-Q of Ocean Bio-Chem,
Inc. as of and for the periods ended September 30, 2004;
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 quarterly 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 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.
OCEAN BIO-CHEM, INC.
Date: November 12, 2004 /s/ Edward Anchel
------------------------
Edward Anchel
Chief Financial Officer
Exhibit 32
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 September 30, 2004 (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: November 12, 2004
/s/ Peter Dornau
------------------------
Peter G. Dornau
Chairman of the Board
of Directors and
Chief Executive Officer
/s/ Edward Anchel
------------------------
Edward Anchel
Chief Financial Officer