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