The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
NOTES
TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1.
|
SUMMARY
OF ACCOUNTING POLICIES
|
Interim
reporting
The
accompanying unaudited condensed consolidated financial statements include the accounts of Ocean Bio-Chem, Inc. and its wholly-owned
subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation. Certain prior period
data have been reclassified to conform to the current period presentation. Unless the context indicates otherwise,
the term “Company” refers to Ocean Bio-Chem, Inc. and its subsidiaries.
The
unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting
principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation
S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial
statements.
The
financial information furnished herein reflects all adjustments, consisting of normal recurring items that, in the opinion of
management, are necessary for a fair presentation of the Company’s financial position, results of operations and cash flows
for the interim periods. The results of operations for the three months ended March 31, 2017 are not necessarily indicative
of the results to be expected for the year ending December 31, 2017.
The
information included in this Form 10-Q should be read in conjunction with the Company’s Annual Report on Form 10-K for the
year ended December 31, 2016.
Use
of estimates
The
preparation of condensed consolidated financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
2.
|
RECENT
ACCOUNTING PRONOUNCEMENTS
|
Accounting
Guidance Adopted by the Company
In
November 2015, the Financial Accounting Standards Board FASB issued ASU 2015-17, “Income Taxes (Topic 740): Balance Sheet
Classification of Deferred Taxes.” The guidance under ASU 2015-17 is designed to simplify the presentation of deferred tax
assets and liabilities within the balance sheet by requiring generally that all deferred tax assets and liabilities be classified
as non-current. Under previously applicable guidance, an entity was required to separate deferred tax liabilities and assets into
a current amount and a noncurrent amount. The guidance is effective for years beginning after December 15, 2016 with early adoption
permitted, and can be applied prospectively or retrospectively. The Company adopted this guidance in the quarter ended September
30, 2016, retrospectively to January 1, 2016.
In July 2015, the FASB issued ASU
No. 2015-11, “
Inventory” (Topic 330)
to simplify the measurement of inventory subsequent to its initial measurement
and to more closely align the measurement of inventory under GAAP with the measurement of inventory under International Financial
Reporting Standards. The guidance in ASU 2015-11 (which applies to inventory that is measured using the first-in, first-out (FIFO)
or average cost method, but not to inventory measured using the last-in, first-out (LIFO) or the retail inventory method), requires
subsequent measurement of inventory to be at the lower of cost and net realizable value (rather than the lower of cost or market,
as under current guidance). Net realizable value is the estimated selling prices in the ordinary course of business, less
reasonably predictable costs of completion, disposal, and transportation. The amendments are effective for fiscal years
beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. The amendments should
be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The
Company adopted this guidance effective January 1, 2017. The adaption of this standard did not have an impact on our financial
statements.
Accounting
Guidance Not Yet Adopted by the Company
In May 2014, the FASB issued Accounting
Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09, which
has been modified on several occasions, provides new guidance designed to enhance the comparability of revenue recognition practices
across entities, industries, jurisdictions and capital markets. The core principle of the new guidance is that an entity recognizes
revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which
the entity expects to be entitled in exchange for those goods and services. The new guidance also requires disclosures about the
nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The new guidance is effective
for annual periods beginning after December 15, 2017 and interim periods within those years; early application is permitted for
annual periods beginning after December 15, 2016. We do not expect this new standard to have a material impact on the amount and
timing of our revenue recognition.
In
February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” The principal change under this new accounting guidance
is that lessees under leases classified as operating leases generally will recognize a right-of-use asset and a lease liability
on the balance sheet. Current lease accounting standards do not require lessees to recognize assets and liabilities arising under
operating leases on the balance sheet. The guidance is effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective
transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented
in the financial statements; the guidance provides certain practical expedients. The Company is currently evaluating this guidance
to determine its impact on the Company’s financial statements.
The following table provides information regarding
the composition of the Company’s inventories at March 31, 2017 and December 31, 2016:
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
Raw materials
|
|
$
|
4,275,061
|
|
|
$
|
3,633,641
|
|
Finished goods
|
|
|
6,163,901
|
|
|
|
5,235,207
|
|
Inventories, gross
|
|
|
10,438,962
|
|
|
|
8,868,848
|
|
|
|
|
|
|
|
|
|
|
Inventory reserves
|
|
|
(273,136
|
)
|
|
|
(268,159
|
)
|
|
|
|
|
|
|
|
|
|
Inventories, net
|
|
$
|
10,165,826
|
|
|
$
|
8,600,689
|
|
The
inventory reserves shown in the table above reflect slow moving and obsolete inventory.
The
Company manages an inventory program for one of its customers to improve the promotion of the Company's products. The
Company manages the inventory levels at the customer’s warehouses and recognizes revenue as the products are sold by the
customer. The inventories managed at the customer’s warehouses amounted to approximately $538,000 and $551,000
at March 31, 2017 and December 31, 2016, respectively, and are included in inventories, net on the condensed consolidated balance
sheets.
4.
|
PROPERTY,
PLANT & EQUIPMENT
|
The following table provides information regarding
the composition of the Company’s property, plant and equipment at March 31, 2017 and December 31, 2016:
|
|
Estimated
Useful Life
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
Land
|
|
|
|
$
|
278,325
|
|
|
$
|
278,325
|
|
Building and improvements
|
|
30 years
|
|
|
4,652,669
|
|
|
|
4,652,669
|
|
Manufacturing and warehouse equipment
|
|
6-20 years
|
|
|
9,518,675
|
|
|
|
9,239,876
|
|
Office equipment and furniture
|
|
3-5 years
|
|
|
1,369,820
|
|
|
|
1,344,732
|
|
Construction in process
|
|
|
|
|
988,082
|
|
|
|
387,417
|
|
Leasehold improvements
|
|
10-15 years
|
|
|
558,666
|
|
|
|
558,666
|
|
Vehicles
|
|
3 years
|
|
|
10,020
|
|
|
|
10,020
|
|
Property, plant and equipment, gross
|
|
|
|
|
17,376,257
|
|
|
|
16,471,705
|
|
|
|
|
|
|
|
|
|
|
|
|
Less accumulated depreciation
|
|
|
|
|
(11,804,758
|
)
|
|
|
(11,575,732
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
|
$
|
5,571,499
|
|
|
$
|
4,895,973
|
|
Approximately $967,000 of construction in progress
relates to a project to expand the manufacturing, warehouse and distribution facilities of the Company’s wholly-owned subsidiary,
Kinpak, Inc. (“Kinpak”), in Montgomery, Alabama.
The
Company’s intangible assets at March 31, 2017 and December 31, 2016 consisted of the following:
March 31, 2017
Intangible Asset
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
Patents
|
|
$
|
622,733
|
|
|
$
|
348,384
|
|
|
$
|
274,349
|
|
Trade names and trademarks
|
|
|
1,131,125
|
|
|
|
549,561
|
|
|
|
581,564
|
|
Royalty rights
|
|
|
160,000
|
|
|
|
65,795
|
|
|
|
94,205
|
|
Total intangible assets
|
|
$
|
1,913,858
|
|
|
$
|
963,740
|
|
|
$
|
950,118
|
|
December 31, 2016
Intangible Asset
|
|
Cost
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
Patents
|
|
$
|
622,733
|
|
|
$
|
335,300
|
|
|
$
|
287,433
|
|
Trade names and trademarks
|
|
|
1,131,125
|
|
|
|
549,561
|
|
|
|
581,564
|
|
Royalty rights
|
|
|
160,000
|
|
|
|
61,309
|
|
|
|
98,691
|
|
Total intangible assets
|
|
$
|
1,913,858
|
|
|
$
|
946,170
|
|
|
$
|
967,688
|
|
At
March 31, 2017 and December 31, 2016, the trade names and trademarks are considered indefinite-lived (the Star brite® trade
name and trademark initially was deemed to have an estimated useful life of 40 years until, pursuant to Statement of Financial
Accounting Standards No. 142 (currently codified in ASC Topic 350, “Intangibles-Goodwill and Other”), the Company
determined that, effective January 1, 2002, the assets had indefinite lives). The patents (the most significant of which
(the “ClO
2
Patents”) relate to a device for producing chlorine dioxide (ClO
2
) that is incorporated
into the Company’s disinfectant, sanitizer and deodorizing products
)
had a carrying value, net of amortization, of
$274,349 at March 31, 2017 (of which $270,101 is attributable to the ClO
2
Patents). The ClO
2
Patents expire
in 2022 and the other patents expire in 2021. The royalty rights (which the Company purchased from an unaffiliated entity
that previously owned the ClO
2
Patents and retained the royalty rights after selling the patents) expire in December
2021 and are amortized on a straight line basis over their remaining useful lives.
Amortization
expense related to intangible assets was $17,570 ($13,084 attributable to the patents and $4,486 attributable to the royalty rights)
for each of the three months ended March 31, 2017 and 2016.
6.
|
REVOLVING
LINE OF CREDIT
|
On November 17, 2016, the Company
and Regions Bank entered into a Business Loan Agreement (the “Business Loan Agreement”), under which the Company was
provided a revolving line of credit. Under the Business Loan Agreement, the Company may borrow up to the lesser of (i) $4 million
or (ii) a borrowing base equal to 85% of Eligible Accounts (as defined in the Business Loan Agreement: generally, accounts receivable
from unaffiliated entities containing selling terms and conditions acceptable to Regions Bank, subject to specified exceptions)
plus 50% of Eligible Inventory (as defined in the Business Loan Agreement). Interest on amounts borrowed under the revolving line
of credit is payable monthly at the 30 day LIBOR rate plus 1.50% per annum, computed on a 365/360 basis. The interest rate will
be increased an additional 2.0% if an event of default occurs.
Outstanding amounts under the revolving
line of credit are payable on demand. If no demand is made, the Company may repay and reborrow funds from time to time until expiration
of the revolving line of credit on August 31, 2017, at which time all outstanding principal and interest will be due and payable.
The Company’s obligations under the revolving line of credit are secured by, among other things, the Company’s accounts
receivable and inventory and, as a result of cross-collateralization of the Company’s obligations under the term loan described
in Note 7 and the revolving line of credit, real property and equipment at Kinpak’s Montgomery, Alabama facility. The Business
Loan Agreement includes financial covenants requiring that the Company maintain a minimum debt service coverage ratio (generally,
EBITDAR (net operating profit plus depreciation, amortization and rent/lease expense) divided by the sum of current maturities
of long-term debt, interest and rent /lease expense) of 1.75 to 1.00, calculated on a trailing twelve month basis, and a maximum
debt to capitalization ratio (generally, funded debt divided by the sum of total net worth and funded debt) of 0.75 to 1.00, calculated
quarterly. For the three months ended March 31, 2017, our debt service coverage ratio was approximately 20.66 to 1.00 and at March
31, 2017, our debt to capitalization ratio was approximately 0.01 to 1.00. The revolving line of credit is subject to several
events of default, including a decline in the majority shareholder’s ownership below 50% of all outstanding shares. At March
31, 2017 and December 31, 2016, the Company had no borrowings under the revolving line of credit.
On
July 6, 2011, in connection with a credit agreement among the Company, Kinpak, Regions Bank and Regions Equipment Finance Corporation
(“REFCO”), an Equipment Finance Addendum to the credit agreement (the “Addendum”) was entered into by
the Company, Kinpak and REFCO. Under the Addendum, REFCO provided to the Company a $2,430,000 term loan with a fixed interest
rate of 3.54% per annum. Principal and interest on the term loan are payable in equal monthly installments of $37,511
through July 6, 2017, the date the term loan matures. In the event the Company’s debt service coverage ratio
falls to or below 2.00 to 1.00, interest on the term loan will increase to 4.55% per annum. The proceeds of the term loan were
used to pay Kinpak’s remaining obligations under a lease agreement relating to industrial revenue bonds used to fund the
expansion of Kinpak’s facilities and acquisition of related equipment. At March 31, 2017, approximately $149,000
was outstanding under the term loan.
At
March 31, 2017 and December 31, 2016, the Company was obligated under capital lease agreements covering equipment utilized in
the Company’s operations. The capital leases, aggregating approximately $63,000 and $69,000 at March 31, 2017
and December 31, 2016, respectively, mature on July 1, 2020 and carry an interest rate of 2%.
The
following table provides information regarding the Company’s long term debt at March 31, 2017 and December 31, 2016:
|
|
Current Portion
|
|
|
Long Term Portion
|
|
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
|
March 31,
2017
|
|
|
December 31,
2016
|
|
Term loan
|
|
$
|
148,942
|
|
|
$
|
259,503
|
|
|
$
|
---
|
|
|
$
|
---
|
|
Capitalized equipment leases
|
|
|
17,407
|
|
|
|
18,889
|
|
|
|
45,650
|
|
|
|
50,426
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total long term debt
|
|
$
|
166,349
|
|
|
$
|
278,392
|
|
|
$
|
45,650
|
|
|
$
|
50,426
|
|
Required
principal payments under the Company’s long term obligations are set forth below:
12 month period ending March 31,
|
|
|
|
2018
|
|
$
|
166,349
|
|
2019
|
|
|
19,327
|
|
2020
|
|
|
19,682
|
|
2021
|
|
|
6,641
|
|
Total
|
|
$
|
211,999
|
|
8.
|
RELATED
PARTY TRANSACTIONS
|
During the three months ended March
31, 2017 and 2016, the Company sold products to companies affiliated with Peter G. Dornau, the Company’s Chairman, President
and Chief Executive Officer. The affiliated companies distribute the products outside of the United States and Canada. The Company
also provides administrative services to these companies. Sales to the affiliated companies aggregated approximately $747,000 and
$546,000 during the three months ended March 31, 2017 and 2016, respectively. Administrative fees aggregated approximately
$148,000 and $123,000 during the three months ended March 31, 2017 and 2016, respectively. The Company had accounts receivable
from the affiliated companies in connection with the product sales and administrative services aggregating approximately $1,816,000
and $1,190,000 at March 31, 2017 and December 31, 2016, respectively.
An entity that is owned by the Company’s
Chairman, President and Chief Executive Officer provides several services to the Company. Under this arrangement, the
Company paid the entity $10,500 for research and development services for each of the three month periods ended March 31, 2017
and 2016. The research and development expenses are included in our statements of operations for the three months ended March 31,
2017 and 2016 as a selling and administrative expense. In addition, during the three months ended March 31, 2017, the Company paid
this entity $45,000 for providing charter boat services for entertainment of Company customers. The charter boat services are included
in our statement of operations for the three months ended March 31, 2017 as an advertising and promotion expense.
The Company leases office and warehouse
facilities in Fort Lauderdale, Florida from an entity controlled by its Chairman, President and Chief Executive Officer. See
Note 9 for a description of the lease terms.
A director of the Company is Regional
Executive Vice President of an insurance broker from which the Company sources most of its insurance needs. During
the three months ended March 31, 2017 and 2016, the Company paid an aggregate of approximately $195,000 and $60,000, respectively
in insurance premiums on policies obtained through this insurance broker. The increase in 2017 is primarily attributable to health
insurance, which was not previously sourced from the insurance broker.
9.
|
COMMITMENTS AND CONTINGENCIES
|
The Company leases its executive
offices and warehouse facilities in Fort Lauderdale, Florida from an entity controlled by Peter G. Dornau, the Company’s
Chairman, President and Chief Executive Officer. The lease, as extended, expires on December 31, 2023. The lease requires an annual
minimum base rent of $94,800 and provides for a maximum annual 2% increase in subsequent years, although the entity has not raised
the minimum rent since the Company entered into a previous lease agreement in 1998. Additionally, the leasing entity is entitled
to reimbursement of all taxes, assessments, and any other expenses that arise from ownership. Each of the parties to the lease
has agreed to review the terms of the lease every three years at the request of the other party. Rent expense under
the lease was approximately $24,000 for each of the three months ended March 31, 2017 and 2016.
The Company also leases a 15,000
square foot warehouse in Montgomery, AL near its Kinpak manufacturing facility for the purpose of fabricating and assembling brushes
used for cleaning boats, automobiles, and recreational vehicles. The lease commenced on August 1, 2016 and expires on July 31,
2018. Monthly rent of $4,375 is payable under the lease.
10.
|
EARNINGS
(LOSS) PER SHARE
|
Basic
earnings (loss) per share are calculated by dividing net income by the weighted average number of shares outstanding during the
reporting period. Diluted earnings per share reflect additional dilution from potential common stock issuable upon
the exercise of outstanding stock options. The following table sets forth the computation of basic and diluted earnings
per common share, as well as a reconciliation of the weighted average number of common shares outstanding to the weighted average
number of shares outstanding on a diluted basis.
|
|
Three Months Ended
March 31,
|
|
|
|
2017
|
|
|
2016
|
|
Earnings (loss) per common share –Basic and Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
503,924
|
|
|
$
|
(540,802
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
9,146,937
|
|
|
|
8,985,858
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share – Basic
|
|
$
|
0.06
|
|
|
$
|
(0.06
|
)
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share – Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
503,924
|
|
|
$
|
(540,802
|
)
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding
|
|
|
9,146,937
|
|
|
|
8,985,858
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of employee stock-based awards
|
|
|
71,333
|
|
|
|
---
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding - assuming dilution
|
|
|
9,218,270
|
|
|
|
8,985,858
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per common share - Diluted
|
|
$
|
0.05
|
|
|
$
|
(0.06
|
)
|
The
Company had no stock options outstanding at March 31, 2017 that were anti-dilutive and therefore not included in the diluted earnings
per share calculation. For the three months ended March 31, 2016, 57,509 shares underlying outstanding stock awards were not included
in the computation of loss per common share – diluted because their effect would have been antidilutive.
11.
|
SECURITIES
AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
|
No stock compensation expense
was recognized during the three months ended March 31, 2017 and 2016, and at March 31, 2017, there was no unrecognized compensation
expense related to stock
options.
No stock awards were issued during
the three months ended March 31, 2017 and 2016.
The following table provides information
regarding outstanding stock options under the Company’s stock option plans at March 31, 2017. As used in the table below,
“2002 NQ” refers to the Company’s 2002 Non-Qualified Stock Option Plan and “2008 NQ” refers to the
Company’s 2008 Non-Qualified Stock Option Plan.
Plan
|
|
|
Date
Granted
|
|
Shares
Underlying
Options Outstanding
|
|
|
Shares
Underlying Exercisable
Options
|
|
|
Exercise
Price
|
|
|
Expiration
Date
|
|
Weighted
Average
Remaining Term
|
|
|
2002NQ
|
|
|
12/17/07
|
|
|
40,000
|
|
|
|
40,000
|
|
|
$
|
1.32
|
|
|
12/16/17
|
|
|
0.7
|
|
|
2008NQ
|
|
|
1/11/09
|
|
|
40,000
|
|
|
|
40,000
|
|
|
$
|
0.69
|
|
|
1/10/19
|
|
|
1.8
|
|
|
2008NQ
|
|
|
4/26/10
|
|
|
20,000
|
|
|
|
20,000
|
|
|
$
|
2.07
|
|
|
4/25/20
|
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
|
|
|
100,000
|
|
|
$
|
1.22
|
|
|
|
|
|
1.6
|
|
On April 13, 2017, the Company’s
Board of Directors declared a special cash dividend of $0.06 per common share payable on May 11, 2017 to all shareholders
of record on April 27, 2017. On April 27, 2017, there were 9,154,243 shares of common stock outstanding; therefore,
dividends aggregating $549,255 were paid on May 11, 2017.
On March 25, 2016, the Company’s
Board of Directors declared a special cash dividend of $0.06 per common share payable on April 26, 2016 to all shareholders
of record on April 12, 2016. On April 12, 2016, there were 9,008,855 shares of common stock outstanding; therefore,
dividends aggregating $540,531 were paid on April 26, 2016.