Florida
|
59-1564329
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
|
Common Stock, $0.01 par value
|
The NASDAQ Stock Market
|
Large accelerated filer
¨
|
Accelerated filer
¨
|
Non-accelerated filer
¨
|
Smaller reporting company
x
|
Page
|
||
PART I
|
||
Item 1.
|
1
|
|
Item 1A.
|
4
|
|
Item 1B.
|
5
|
|
Item 2.
|
5
|
|
Item 3.
|
5
|
|
Item 4
|
5
|
|
PART II
|
||
Item 5.
|
5 | |
Item 6.
|
6
|
|
Item 7.
|
6
|
|
Item 7A.
|
10
|
|
Item 8.
|
10
|
|
Item 9.
|
10
|
|
Item 9A.
|
10
|
|
Item 9B.
|
11
|
|
PART III
|
||
Item 10.
|
11
|
|
Item 11.
|
11
|
|
Item 12.
|
11
|
|
Item 13.
|
11
|
|
Item 14.
|
11
|
|
PART IV
|
||
Item 15.
|
12
|
|
14
|
Location
|
Description
|
Full-time Employees
|
||
Fort Lauderdale, Florida
|
Administrative
|
28
|
||
Fort Lauderdale, Florida
|
Manufacturing and distribution
|
7
|
||
Montgomery, Alabama
|
Manufacturing and distribution
|
82
|
||
117
|
1
st
Qtr.
|
2
nd
Qtr.
|
3
rd
Qtr.
|
4
th
Qtr.
|
||||||||||||||
2012
|
High
|
$
|
2.78
|
$
|
2.59
|
$
|
2.59
|
$
|
2.50
|
||||||||
Low
|
$
|
2.01
|
$
|
1.83
|
$
|
1.76
|
$
|
1.81
|
|||||||||
2011
|
High
|
$
|
3.93
|
$
|
3.56
|
$
|
4.40
|
$
|
2.68
|
||||||||
Low
|
$
|
1.80
|
$
|
2.16
|
$
|
1.98
|
$
|
1.68
|
(a)
|
Financial Statements – See the Index to Consolidated Financial Statements on page F-1.
|
(b)
|
Exhibits:
|
Exhibit
|
||
No.
|
||
3.1.1
|
Articles of Incorporation and amendments through May 20, 1994
(incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
*3.1.2
|
Articles of Amendment to the Articles of Incorporation, as filed on June 13, 2012.
|
|
3.2
|
Amended
and
Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 5, 2011).
|
|
†10.1
|
Ocean
B
io-Chem, Inc. Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (file no. 333-174659), filed with the Securities and Exchange Commission on June 2, 2011).
|
|
10.2
|
Credit
Agreement, dated July 6, 2011, among the Company, Kinpak, Inc. and Regions Bank (the “Credit Agreement”)
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
|
|
10.3
|
Equipment
Finance Addendum, dated July 6, 2011, among the Company, Kinpak, Inc. and Regions Equipment Finance Corporation
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
|
|
10.4
|
Promissory
Note, dated July 6, 2011, issued by the Company to Regions Bank in connection with the revolving line of credit under
the
Credit Agreement
(incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 12, 2011)
.
|
|
10.5
|
Promissory Note, dated July 6, 2011, issued by the Company and Kinpak, Inc. to Regions Equipment Finance Corporation in connection with the term loan under the Credit Agreement
(incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 12, 2011).
|
|
†10.6
|
Ocean Bio-Chem, Inc. 2002
Non-Qualified
Stock Option Plan, as amended (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 12, 2011).
|
|
†10.7
|
Ocean Bio-Chem, Inc. 2008 Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 12, 2011).
|
|
†10.8
|
Ocean Bio-Chem, Inc. 2008
Non-Qualified
Stock Option Plan, as amended (incorporated by reference to Exhibit 99.5 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 12, 2011).
|
|
†10.9
|
Ocean Bio-Chem, Inc. Form of Stock Option granted to Peter G. Dornau (incorporated by reference to Exhibit 99.6 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 12, 2011).
|
|
†10.10
|
Ocean bio-Chem, Inc. Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 2, 2011).
|
|
10.11
|
Net Lease dated May 1, 1998 between Star Brite Distributing, Inc. and PEJE, Inc (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).
|
|
10.12
|
Renewal of Lease dated May 1, 2008 between Star Brite Distributing, Inc. and PEJE, Inc. (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
10.13
|
OdorStar Technology, LLC Operating Agreement dated May 4, 2010 (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
*21.
|
List of Subsidiaries
|
Exhibit
|
||
No.
|
||
*31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act.
|
|
*31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act.
|
|
*32.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
|
|
*32.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
|
|
101
|
The following materials from Ocean Bio-Chem Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBLR (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2012 and December 31, 2011; (ii) Consolidated Statements of Operations for the years ended December 31, 2012 and 2011; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012 and 2011; (iv) Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2012 and 2011, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011 and (vi) Notes to Consolidated Financial Statements.
|
|
* Filed herewith.
† Constitutes management contract or compensatory plan or arrangement required to be filed as in exhibit to this report.
|
OCEAN BIO-CHEM, INC.
|
||
Registrant
|
||
Date: April 1, 2013
|
By:
|
/s/ Peter G. Dornau
|
PETER G. DORNAU
|
||
Chairman of the Board, President and
|
||
Chief Executive Officer
|
||
(Principal Executive Officer)
|
Signature
|
Capacity
|
Date
|
||
/s/ Peter G. Dornau
|
Chairman of the Board, President and
|
April 1, 2013
|
||
Peter G. Dornau
|
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
||||
/s/Jeffrey S. Barocas
|
Vice President, Chief Financial Officer
|
April 1, 2013
|
||
Jeffrey S. Barocas
|
(Principal Financial and Accounting Officer)
|
|||
/s/ Gregor M. Dornau
|
Director
|
April 1, 2013
|
||
Gregor M. Dornau
|
||||
/s/ William W. Dudman
|
Director
|
April 1, 2013
|
||
William W. Dudman
|
||||
/s/ James M. Kolisch
|
Director
|
April 1, 2013
|
||
James M. Kolisch
|
||||
/s/ John B. Turner
|
Director
|
April 1, 2013
|
||
John B. Turner
|
||||
/s/ Sonia B. Beard
|
Director
|
April 1, 2013
|
||
Sonia B. Beard
|
||||
/s/ Diana Mazuelos Conard
|
Director
|
April 1, 2013
|
||
Diana Mazuelos Conard
|
Page
|
||||
F-2 | ||||
F-3 | ||||
F-4 | ||||
F-5 | ||||
F-6 | ||||
F-7 | ||||
F-8 - F-17 |
December 31, 2012
|
December 31, 2011
|
|||||||
ASSETS
|
||||||||
Current Assets:
|
||||||||
Cash
|
$
|
1,508,385
|
$
|
585,357
|
||||
Trade accounts receivable less allowances of approximately $73,000 and $75,000, respectively
|
2,931,479
|
2,563,089
|
||||||
Receivables due from affiliated companies
|
556,051
|
495,130
|
||||||
Inventories, net
|
9,256,589
|
9,627,798
|
||||||
Prepaid expenses and other current assets
|
530,305
|
424,168
|
||||||
Deferred tax asset
|
56,221
|
65,797
|
||||||
Total Current Assets
|
14,839,030
|
13,761,339
|
||||||
Property, plant and equipment, net
|
5,327,909
|
5,213,333
|
||||||
Other Assets:
|
||||||||
Trademarks, trade names and patents, net
|
819,194
|
870,642
|
||||||
Other assets
|
24,350
|
33,442
|
||||||
Total Other Assets
|
843,544
|
904,084
|
||||||
Total Assets
|
$
|
21,010,483
|
$
|
19,878,756
|
||||
LIABILITIES AND SHAREHOLDERS' EQUITY
|
||||||||
Current Liabilities:
|
||||||||
Accounts payable – trade
|
$
|
1,431,457
|
$
|
1,162,143
|
||||
Revolving line of credit
|
-
|
850,000
|
||||||
Current portion of long-term debt
|
407,095
|
400,430
|
||||||
Income taxes payable
|
65,944
|
353,608
|
||||||
Accrued expenses payable
|
913,129
|
889,444
|
||||||
Total Current Liabilities
|
2,817,625
|
3,655,625
|
||||||
Deferred tax liability
|
230,478
|
250,191
|
||||||
Long-term debt, less current portion
|
1,532,286
|
1,939,362
|
||||||
Total Liabilities
|
4,580,389
|
5,845,178
|
||||||
Commitments and contingencies
|
||||||||
Shareholders' Equity:
|
||||||||
Common stock - $.01 par value, 12,000,000 shares authorized; 8,749,888 and 8,458,389 shares issued , respectively
|
87,499
|
84,584
|
||||||
Additional paid in capital
|
8,617,081
|
8,163,864
|
||||||
Less cost of common stock in treasury, 351,503 shares
|
(288,013
|
)
|
(288,013
|
)
|
||||
Foreign currency translation adjustment
|
(261,807
|
)
|
(268,084
|
)
|
||||
Retained earnings
|
8,021,136
|
6,058,848
|
||||||
Total Shareholders' Equity of Ocean Bio-Chem, Inc.
|
16,175,896
|
13,751,199
|
||||||
Noncontrolling interest
|
254,198
|
282,379
|
||||||
Total Shareholders' Equity
|
16,430,094
|
14,033,578
|
||||||
Total Liabilities and Shareholders' Equity
|
$
|
21,010,483
|
$
|
19,878,756
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
|
2012
|
2011
|
|||||||
Gross sales
|
$
|
33,061,823
|
$
|
33,648,366
|
||||
Less: discounts, returns, and allowances
|
2,022,929
|
1,967,303
|
||||||
Net sales
|
31,038,894
|
31,681,063
|
||||||
Cost of goods sold
|
20,412,022
|
20,996,824
|
||||||
Gross profit
|
10,626,872
|
10,684,239
|
||||||
Operating Expenses:
|
||||||||
Advertising and promotion
|
2,417,745
|
1,979,800
|
||||||
Selling and administrative
|
5,126,467
|
4,989,846
|
||||||
Total operating expenses
|
7,544,212
|
6,969,646
|
||||||
Operating income
|
3,082,660
|
3,714,593
|
||||||
Other income (expense)
|
||||||||
Interest (expense)
|
(97,964
|
)
|
(150,142
|
)
|
||||
Other income
|
4,489
|
50,499
|
||||||
Income before income taxes
|
2,989,185
|
3,614,950
|
||||||
Provision for income taxes
|
1,055,078
|
1,279,892
|
||||||
Net income
|
1,934,107
|
2,335,058
|
||||||
Loss attributable to noncontrolling interests
|
28,181
|
57,579
|
||||||
Net income attributable to Ocean Bio-Chem, Inc.
|
$
|
1,962,288
|
$
|
2,392,637
|
||||
Income per common share – basic
|
$
|
0.24
|
$
|
0.30
|
||||
Income per common share – diluted
|
$
|
0.23
|
$
|
0.28
|
||||
Weighted average shares – basic
|
8,229,720
|
7,953,329
|
||||||
Weighted average shares – diluted
|
8,556,107
|
8,395,347
|
||||||
The accompanying notes are an integral part of these consolidated financial statements.
|
2012
|
2011
|
|||||||
Net Income
|
$
|
1,934,107
|
$
|
2,335,058
|
||||
Foreign currency translation adjustment
|
6,277
|
3,855
|
||||||
Comprehensive income
|
1,940,384
|
2,338,913
|
||||||
Comprehensive loss attributable to noncontrolling interests
|
28,181
|
57,579
|
||||||
Comprehensive income attributable to Ocean Bio-Chem, Inc.
|
$
|
1,968,565
|
$
|
2,396,492
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Foreign
|
||||||||||||||||||||||||||||||||
Common
|
Additional
|
Currency
|
|
|
Non
|
|
||||||||||||||||||||||||||
Stock
|
Paid In
|
Translation
|
Retained
|
Treasury
|
Controlling
|
|||||||||||||||||||||||||||
Shares
|
Amount
|
Capital
|
Adjustment
|
Earnings | Stock |
Interest
|
Total | |||||||||||||||||||||||||
January 1, 2011
|
8,205,116 | $ | 82,051 | $ | 7,689,183 | $ | (271,939 | ) | $ | 3,666,211 | $ | (288,013 | ) | $ | 303,116 | $ | 11,180,609 | |||||||||||||||
Net Income (loss)
|
2,392,637 | (57,579 | ) | 2,335,058 | ||||||||||||||||||||||||||||
Contribution from noncontrolling partner | 36,842 | 36,842 | ||||||||||||||||||||||||||||||
Options exercised
|
114,273 | 1,143 | 63,982 | 65,125 | ||||||||||||||||||||||||||||
Stock based compensation -
|
||||||||||||||||||||||||||||||||
Grants
|
139,000 | 1,390 | 331,793 | 333,183 | ||||||||||||||||||||||||||||
Stock based compensation - options
|
78,906 | 78,906 | ||||||||||||||||||||||||||||||
Foreign currency
translation adjustment
|
3,855 | 3,855 | ||||||||||||||||||||||||||||||
December 31, 2011
|
8,458,389 | $ | 84,584 | $ | 8,163,864 | $ | (268,084 | ) | $ | 6,058,848 | $ | (288,013 | ) | $ | 282,379 | 14,033,578 | ||||||||||||||||
Net Income (loss)
|
1,962,288 | (28,181 | ) | 1,934,107 | ||||||||||||||||||||||||||||
Options exercised
|
174,499 | 1,745 | 167,751 | 169,496 | ||||||||||||||||||||||||||||
Stock based compensation -
|
||||||||||||||||||||||||||||||||
grants
|
117,000 | 1,170 | 229,905 | 231,075 | ||||||||||||||||||||||||||||
Stock based compensation - options
|
55,561 | 55,561 | ||||||||||||||||||||||||||||||
Foreign currency
|
||||||||||||||||||||||||||||||||
translation adjustment
|
6,277 | 6,277 | ||||||||||||||||||||||||||||||
December 31, 2012
|
8,749,888 | $ | 87,499 | $ | 8,617,081 | $ | (261,807 | ) | $ | 8,021,136 | $ | (288,013 | ) | $ | 254,198 | $ | 16,430,094 | |||||||||||||||
2012
|
2011
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income
|
$
|
1,934,107
|
$
|
2,335,058
|
||||
Adjustment to reconcile net income to net cash provided by operations:
|
||||||||
Depreciation and amortization
|
701,569
|
754,854
|
||||||
Deferred income taxes
|
(10,137
|
)
|
231,040
|
|||||
Stock based compensation
|
276,993
|
395,100
|
||||||
Other operating noncash items
|
15,457
|
(17,989
|
)
|
|||||
Changes in assets and liabilities:
|
||||||||
Trade accounts receivable
|
(366,645
|
)
|
(307,365
|
)
|
||||
Inventories
|
375,918
|
(1,849,295
|
)
|
|||||
Other assets
|
9,092
|
41,594
|
||||||
Prepaid expenses and other current assets
|
(106,137
|
)
|
(134,238
|
)
|
||||
Receivables due from affiliated companies
|
(60,921
|
)
|
(282,394
|
)
|
||||
Accounts payable and other accrued expenses
|
5,335
|
(545,402
|
)
|
|||||
Net cash provided by operating activities
|
2,774,631
|
620,963
|
||||||
Cash flows from investing activities:
|
||||||||
Purchases of property, plant and equipment
|
(770,737
|
)
|
(472,005
|
)
|
||||
Contributions from (to) joint venture from non-controlling partner
|
-
|
36,842
|
||||||
Net cash used in investing activities
|
(770,737
|
)
|
(435,163
|
)
|
||||
Cash flows from financing activities:
|
||||||||
Net borrowings (repayments) under revolving line of credit
|
(850,000
|
)
|
850,000
|
|||||
Repayments of notes payable related party
|
-
|
(471,950
|
)
|
|||||
Proceeds from long-term debt
|
-
|
2,430,000
|
||||||
Payments on long-term debt
|
(400,411
|
)
|
(3,088,320
|
)
|
||||
Proceeds from exercise of stock options
|
169,496
|
65,125
|
||||||
Net cash used in financing activities
|
(1,080,915
|
)
|
(215,145
|
)
|
||||
Effect of exchange rate on cash
|
49
|
(342
|
)
|
|||||
Net increase (decrease) in cash
|
923,028
|
(29,687
|
)
|
|||||
Cash at beginning of period
|
585,357
|
615,044
|
||||||
Cash at end of period
|
$
|
1,508,385
|
$
|
585,357
|
||||
Supplemental disclosure of cash transactions:
|
||||||||
Cash paid for interest during period
|
$
|
100,995
|
$
|
163,716
|
||||
Cash paid for income taxes during period
|
$
|
1,352,879
|
$
|
1,335,141
|
||||
The accompanying notes are an integral part of these consolidated financial statements.
|
Level 1: Observable inputs that reflect unadjusted quoted prices for identical assets or liabilities traded in active markets.
|
Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.
|
Level 3: Inputs that are generally unobservable. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.
|
2012
|
2011
|
|||||||
Raw materials
|
$
|
4,055,812
|
$
|
4,431,651
|
||||
Finished goods
|
5,472,771
|
5,472,850
|
||||||
Inventories, gross
|
9,528,583
|
9,904,501
|
||||||
Inventory reserves
|
(271,994
|
)
|
(276,703
|
)
|
||||
Inventories, net
|
$
|
9,256,589
|
$
|
9,627,798
|
Estimated
|
||||||||||
Useful Life
|
2012
|
2011
|
||||||||
Land
|
$
|
278,325
|
$
|
278,325
|
||||||
Building and Improvements
|
30 years
|
4,489,377
|
4,445,924
|
|||||||
Manufacturing and warehouse equipment
|
6-20 years
|
7,982,669
|
7,632,398
|
|||||||
Office equipment and furniture
|
3-5 years
|
738,584
|
668,046
|
|||||||
Construction in process
|
249,027
|
32,788
|
||||||||
Leasehold improvements
|
10-15 years
|
122,644
|
122,644
|
|||||||
Property, plant and equipment, gross
|
13,860,626
|
13,180,125
|
||||||||
Less accumulated depreciation
|
8,532,717
|
7,966,792
|
||||||||
Property, plant and equipment, net
|
$
|
5,327,909
|
$
|
5,213,333
|
2012
|
2011
|
|||||||
Accrued customer promotions
|
$
|
431,015
|
$
|
485,730
|
||||
Accrued payroll, commissions, and benefits
|
188,645
|
169,103
|
||||||
Other
|
293,469
|
234,611
|
||||||
Total accrued expenses payable
|
$
|
913,129
|
$
|
889,444
|
Current Portion
|
Long-term Portion
|
|||||||||||||||
2012
|
2011
|
2012
|
2011
|
|||||||||||||
Term loan
|
$ |
389,075
|
$ |
375,562
|
$ |
1,512,754
|
$ |
1,901,830
|
||||||||
Capitalized equipment leases
|
18,020
|
24,868
|
19,532
|
37,532
|
||||||||||||
Total long-term debt
|
$
|
407,095
|
$
|
400,430
|
$
|
1,532,286
|
$
|
1,939,362
|
Year ending December 31,
|
||||
2013
|
$
|
407,095
|
||
2014
|
414,525
|
|||
2015
|
425,657
|
|||
2016
|
432,601
|
|||
2017
|
259,503
|
|||
Total
|
$
|
1,939,381
|
2012
|
2011
|
|||||||
Federal – current
|
$
|
1,011,543
|
$
|
1,036,816
|
||||
Federal – deferred
|
9,842
|
|
204,041
|
|||||
State – current
|
33,398
|
12,036
|
||||||
State – deferred
|
295
|
|
26,999
|
|||||
Total provision for income taxes
|
$
|
1,055,078
|
$
|
1,279,892
|
2012
|
2011
|
|||||||
Deferred taxes – current
|
||||||||
Reserves for bad debts, inventories, and other accruals
|
$
|
120,740
|
$
|
123,000
|
||||
Depreciation of property and equipment
|
(64,519)
|
(57,203
|
)
|
|||||
Total deferred tax asset current
|
$
|
56,221
|
$
|
65,797
|
||||
Deferred taxes - non-current
|
||||||||
Depreciation of property and equipment
|
(230,478
|
)
|
(250,191
|
)
|
||||
Total deferred tax liability non-current
|
$
|
(230,478
|
)
|
$
|
(250,191
|
)
|
12 month period ending December 31,
|
||||
2013
|
$
|
103,864
|
||
2014
|
97,985
|
|||
2015
|
99,945
|
|||
2016
|
101,944
|
|||
2017
|
103,983
|
|||
Thereafter
|
34,889
|
|||
Total
|
$
|
542,610
|
December 31, 2012
|
Weighted | ||||||||||||||||||
Plan
|
Date
Granted
|
Options Outstanding
|
Exercisable
Options
|
Exercise
Price |
Expiration
Date
|
Average
Remaining Life
|
|||||||||||||
Non Plan
|
3/25/09
|
115,000
|
115,000
|
$ |
0.55
|
3/24/14
|
1.2
|
||||||||||||
2008 ISO
|
8/25/08
|
141,400
|
107,680
|
0.97
|
8/21/13
|
.7
|
|||||||||||||
2002 NQ
|
6/20/03
|
30,000
|
30,000
|
1.03
|
6/19/13
|
.5
|
|||||||||||||
2002 NQ
|
5/25/04
|
30,000
|
30,000
|
1.46
|
5/24/14
|
1.4
|
|||||||||||||
2002 NQ
|
4/3/06
|
40,000
|
40,000
|
1.08
|
4/2/16
|
3.3
|
|||||||||||||
2002 NQ
|
12/17/07
|
50,000
|
50,000
|
1.32
|
12/16/17
|
5.0
|
|||||||||||||
2008 NQ
|
1/11/09
|
50,000
|
50,000
|
0.69
|
1/10/19
|
6.1
|
|||||||||||||
2008 NQ
|
4/26/10
|
25,000
|
25,000
|
2.07
|
4/25/20
|
7.4
|
|||||||||||||
481,400
|
447,680
|
$ |
0 .98
|
2.4
|
December 31, 2011
|
Weighted
|
||||||||||||||||||
Plan
|
Date
Granted
|
Options
Outstanding
|
Exercisable
Options
|
Exercise
Price |
Expiration
Date
|
Remaining
Life |
|||||||||||||
Non Plan
|
3/25/09
|
115,000
|
115,000
|
$ |
0.55
|
3/24/14
|
2.3
|
||||||||||||
2007 ISO
|
5/17/07
|
136,500
|
106,000
|
1.66
|
5/16/12
|
.4
|
|||||||||||||
2007 ISO
|
10/8/07
|
2,500
|
2,000
|
1.87
|
10/07/12
|
.8
|
|||||||||||||
2007 ISO
|
12/17/07
|
142,600
|
111,300
|
1.32
|
12/16/12
|
1.0
|
|||||||||||||
2008 ISO
|
8/25/08
|
144,100
|
81,500
|
0.97
|
8/21/13
|
1.7
|
|||||||||||||
2002 NQ
|
10/22/02
|
30,000
|
30,000
|
1.26
|
10/21/12
|
.8
|
|||||||||||||
2002 NQ
|
6/20/03
|
30,000
|
30,000
|
1.03
|
6/19/13
|
1.5
|
|||||||||||||
2002 NQ
|
5/25/04
|
30,000
|
30,000
|
1.46
|
5/24/14
|
2.4
|
|||||||||||||
2002 NQ
|
4/3/06
|
40,000
|
40,000
|
1.08
|
4/2/16
|
4.3
|
|||||||||||||
2002 NQ
|
12/17/07
|
50,000
|
50,000
|
1.32
|
12/16/17
|
6.0
|
|||||||||||||
2008 NQ
|
1/11/09
|
50,000
|
50,000
|
0.69
|
1/10/19
|
7.1
|
|||||||||||||
2008 NQ
|
4/26/10
|
25,000
|
25,000
|
2.07
|
4/25/20
|
8.4
|
|||||||||||||
795,700
|
670,800
|
$ |
1.17
|
2.4
|
Plan
|
Options Outstanding
|
|||
Non Plan
|
115,000
|
|||
2008 ISO
|
141,400
|
|||
2002 NQ
|
150,000
|
|||
2008 NQ
|
75,000
|
|||
Totals
|
481,400
|
2012
|
2011
|
|||||||||||||||
Weighted
|
Weighted
|
|||||||||||||||
Average
|
Average
|
|||||||||||||||
Exercise
|
Exercise
|
|||||||||||||||
Shares
|
Price
|
Shares
|
Price
|
|||||||||||||
Options outstanding beginning of the year
|
680,700
|
$ |
1.27
|
854,200
|
$
|
1.24
|
||||||||||
Options exercised
|
(302,800
|
)
|
1.46
|
(158,500
|
)
|
1.05
|
||||||||||
Options forfeited or expired
|
(11,500
|
)
|
1.51
|
(15,000
|
)
|
1.66
|
||||||||||
Options outstanding end of the year
|
366,400
|
1.11
|
680,700
|
1.27
|
||||||||||||
Non plan options
|
115,000
|
0.55
|
115,000
|
0.55
|
||||||||||||
Totals
|
481,400
|
$ |
0.98
|
795,700
|
$
|
1.17
|
|
Year Ended
December 31 ,
|
|||||||
|
2012
|
2011
|
||||||
Earnings per common share –Basic
|
|
|
||||||
Net income attributable to OBCI
|
|
$
|
1,962,288
|
|
|
$
|
2,392,637
|
|
Weighted average number of common shares outstanding
|
|
8,229,720
|
|
|
7,953,329
|
|
||
Earnings per common share – Basic
|
|
$
|
0.24
|
|
|
$
|
0.30
|
|
Earnings per common share – Diluted
|
|
|
||||||
Net income attributable to OBCI
|
|
$
|
1,962,288
|
|
|
$
|
2,392,637
|
|
Weighted average number of common shares outstanding
|
|
8,229,720
|
|
|
7,953,329
|
|
||
Effect of employee stock-based awards
|
|
326,387
|
|
|
442,018
|
|
||
|
|
|||||||
Weighted average number of common shares outstanding - assuming dilution
|
|
8,556,107
|
|
|
8,395,347
|
|
||
|
|
|||||||
Earnings per common share - Diluted
|
|
$
|
0.23
|
|
|
$
|
0.28
|
|
Exhibit
No.
|
||
3.1.1
|
Articles of Incorporation and amendments through May 20, 1994
(incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
*3.1.2
|
Articles of Amendment to the Articles of Incorporation, as filed on June 13, 2012.
|
|
3.2
|
Amended
and
Restated Bylaws (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on December 5, 2011).
|
|
10.1
|
Ocean
B
io-Chem, Inc. Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (file no. 333-174659), filed with the Securities and Exchange Commission on June 2, 2011).
|
|
10.2
|
Credit
Agreement, dated July 6, 2011, among the Company, Kinpak, Inc. and Regions Bank (the “Credit Agreement”)
(incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
|
|
10.3
|
Equipment
Finance Addendum, dated July 6, 2011, among the Company, Kinpak, Inc. and Regions Equipment Finance Corporation
(incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2011).
|
|
10.4
|
Promissory
Note, dated July 6, 2011, issued by the Company to Regions Bank in connection with the revolving line of credit under
the
Credit Agreement
(incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 12, 2011)
.
|
|
10.5
|
Promissory Note, dated July 6, 2011, issued by the Company and Kinpak, Inc. to Regions Equipment Finance Corporation in connection with the term loan under the Credit Agreement
(incorporated by reference to Exhibit 99.4 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 12, 2011).
|
|
10.6
|
Ocean Bio-Chem, Inc. 2002
Non-Qualified
Stock Option Plan, as amended (incorporated by reference to Exhibit 99.2 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 12, 2011).
|
|
10.7
|
Ocean Bio-Chem, Inc. 2008 Incentive Stock Option Plan, as amended (incorporated by reference to Exhibit 99.4 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 12, 2011).
|
|
10.8
|
Ocean Bio-Chem, Inc. 2008
Non-Qualified
Stock Option Plan, as amended (incorporated by reference to Exhibit 99.5 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 12, 2011).
|
|
10.9
|
Ocean Bio-Chem, Inc. Form of Stock Option granted to Peter G. Dornau (incorporated by reference to Exhibit 99.6 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on August 12, 2011).
|
|
10.10
|
Ocean bio-Chem, Inc. Omnibus Equity Compensation Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8, filed with the Securities and Exchange Commission on June 2, 2011).
|
|
10.11
|
Net Lease dated May 1, 1998 between Star Brite Distributing, Inc. and PEJE, Inc (incorporated by reference to Exhibit 10.14 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2004).
|
|
10.12
|
Renewal of Lease dated May 1, 2008 between Star Brite Distributing, Inc. and PEJE, Inc. (incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008).
|
|
10.13
|
OdorStar Technology, LLC Operating Agreement dated May 4, 2010 (incorporated by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2010).
|
|
*21.
|
List of Subsidiaries
|
Exhibit
No.
|
||
*31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act.
|
|
*31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act.
|
|
*32.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
|
|
*32.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Exchange Act and 18 U.S.C. Section 1350.
|
|
101
|
The following materials from Ocean Bio-Chem Inc.’s Annual Report on Form 10-K for the year ended December 31, 2012, formatted in XBLR (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets at December 31, 2012 and December 31, 2011; (ii) Consolidated Statements of Operations for the years ended December 31, 2012 and 2011; (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2012 and 2011; (iv) Consolidated Statements of Changes in Shareholders Equity for the years ended December 31, 2012 and 2011, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011 and (vi) Notes to Consolidated Financial Statements.
|
|
* Filed herewith.
|
OCEAN BIO-CHEM, INC.
|
|||
By:
|
/s/ Peter G. Dornau
|
||
Peter G. Dornau | |||
President and Chief Executive Officer
|
Name
|
Jurisdiction
of Organization
|
Ownership %
|
||
Star brite Distributing, Inc.
|
Florida
|
100
|
||
Star brite Distributing Canada, Inc.
|
Florida
|
100
|
||
D & S Advertising Services, Inc.
|
Florida
|
100
|
||
Star brite StaPut, Inc.
|
Florida
|
100
|
||
Star brite Service Centers, Inc.
|
Florida
|
100
|
||
Star brite Automotive, Inc.
|
Florida
|
100
|
||
Kinpak Inc.
|
Alabama
|
100
|
||
OdorStar Technology, LLC
|
Florida
|
50
|
1.
|
I have reviewed this Annual Report on Form 10-K of Ocean Bio-Chem, Inc.;
|
|
2.
|
Based on my knowledge, this 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 period 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
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
|
|
d)
|
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 the registrant’s board of directors (or persons performing the equivalent functions):
|
|
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: April 1, 2013
|
/s/ Peter G. Dornau | ||
Peter G. Dornau
|
|||
Chairman of the Board, President and
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
1.
|
I have
reviewed
this Annual Report on Form 10-K of Ocean Bio-Chem, Inc.;
|
|
2.
|
Based
on
my knowledge, this 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 period 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
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
|
|
d)
|
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 the registrant’s board of directors (or persons performing the equivalent functions):
|
|
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: April 1, 2013
|
/s/ Jeffrey S. Barocas | ||
Jeffrey S. Barocas | |||
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|
1.
|
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
|
By: | /s/ Peter G. Dornau | |
Peter G. Dornau
|
|||
Chairman of the Board, President and
|
|||
Chief Executive Officer
|
|||
(Principal Executive Officer)
|
|||
Dated: April 1, 2013
|
|
1.
|
The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the "Report") fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
|
By: | /s/ Jeffrey S. Barocas | ||
Jeffrey S. Barocas | |||
Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
|
|||
Dated: April 1, 2013
|