OCEAN BIO CHEM INC
10-Q, 1996-05-15
SPECIALTY CLEANING, POLISHING AND SANITATION PREPARATIONS
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                    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 March 31, 1996  

                       Commission File No. 2-70197

                          OCEAN BIO-CHEM, INC.              
          (Exact name of registrant as specified in its charter)


        Florida                                59-1564329        
(State of other jurisdiction of              (I.R.S. Employer 
 incorporation or organization)              Identification No.)   
          

Registrant's telephone number, including area code - 305-587-6280

 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 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.
      3,512,964 issued and outstanding at March 31, 1996.


<PAGE>





                        PART I - Financial Information

 Item l.  Financial Statement

                              OCEAN BIO-CHEM, INC.
                                AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<S>                                               <C>              <C>

                                                  MARCH 31,        DEC. 31,
                                                   1996             1995     
                                                                           
Current Assets:
 Cash                                             $   88,968       $  997,309 
 Trade accounts receivable net of allowance                          
    for doubtful accounts of $43,429 at March 31,
    1996 and $48,000 at December 31, 1995.         2,054,328        2,006,418 
 Due from Officers                                   151,120          154,420
 Inventories                                       2,451,060        2,038,750 
 Prepaid Expenses                                    105,315          111,455
      Total Current Assets                         4,850,791        5,308,352

Property, Plant and Equipment, Net                 2,191,622          321,475 

Other Assets:
 Trademarks, trade names and patents, net            460,998          466,746 
 Due from Affiliated Companies, Net                  642,770          632,379 
 Deposits and other assets                            25,080           18,818 
    Total Other Assets                             1,128,848        1,117,943 
       Total Assets                               $8,171,261       $6,747,770 

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities:
 Accounts payable - trade                         $  967,404       $  485,105 
 Notes payable - bank                              1,820,000        1,990,000 
 Current portion of long term debt                   220,000            7,592 
 Other Accrued Liabilities                            89,362           89,068 
       Total Current Liabilities                   3,096,766        2,571,765 

Long term debt, less current portion                 770,000             -    

Shareholders' Equity:
Common Stock - $.01 par value, 10,000,000
Shares authorized, 3,512,964 shares issued 
     and outstanding                                  35,130         35,130  
   Additional paid-in capital                      2,650,754       2,650,754 
   Foreign Currency Translation Adjustment      (     44,852)   (     78,525)
   Retained Earnings                               1,663,463       1,568,646 
      Total Shareholders' Equity                   4,304,495       4,176,005 
        Total Liabilities & Shareholders' Equity  $8,171,261      $6,747,770 
</TABLE>
<PAGE>

                             OCEAN BIO-CHEM, INC.
                               AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME
                       FOR THREE MONTHS ENDED MARCH 31
                                       

                                            1996             1995    
<TABLE>
<S>                                       <C>             <C>

Gross Sales                               $2,487,611      $2,474,411 

Allowances                                   132,969         151,151 

Net Sales                                  2,354,642       2,323,260 

Cost of goods sold                         1,494,105       1,269,275 

Gross Profit                                 860,537       1,053,985 

Cost and expenses:                                     
    Advertising and promotion                 81,270         105,205 
    Selling and administrative               606,256         546,790 
    Interest expense                          41,370          25,929 

       Total Cost and Expenses               728,896         677,924 

Operating Income                             131,641         376,061 

Interest Income                                3,176           3,895 

Income before provision for income taxes     134,817         379,956 

Provision for Income taxes                    40,000         140,000 

Net Income                               $    94,817     $   239,956 

Net earnings per common and common
  equivalent share, diluted              $       .03     $       .07 

</TABLE>

Earnings per share were calculated on the basis of 3,645,925 and 3,563,151 
shares of common stock and common stock equivalent outstanding for the quarters
ended March 31, 1996 and 1995, respectively.  Common stock equivalents consist 
of options to purchase common stock.  The 1995 earnings per share have been 
adjusted to reflect the 1995 stock dividend.

<PAGE>

                            OCEAN BIO-CHEM, INC.
                               AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THREE MONTHS ENDED MARCH 31
                                       

                                                  1996           1995     
<TABLE>
<S>                                          <C>              <C>
Cash flow used by operating activities:

  Net Income                                 $     94,817     $   239,955 

Adjustments to reconcile net income
  to net cash provided by operations:
Depreciation and amortization                      29,326          21,664 
Change in assets and liabilities:
  (Increase) decrease in accounts receivable (     47,910)        234,832 
  Increase in inventory                      (    412,310)   (    148,374)
  (Increase) decrease in prepaid expenses           3,178    (     71,518)
  Increase in accounts payable and
   accrued expenses:                              482,594         418,060 
 
  Net cash provided by operating activities:      149,695         694,619 

Cash used by financing activities:
  Net payments under line of credit          (    170,000)   (    850,000)
  Advances to affiliates                     (     10,391)   (     42,095)
   Short term borrowings, net                     212,408    (      7,132)
 Long term borrowings, net                        770,000            -
  
Net cash provided (used)
 by financing activities:                         802,017    (    899,227)

Cash used by investing activities:
  Purchase property, plant, equipment        (  1,893,726)   (      4,324)

 Net cash used by investing activities:      (  1,893,726)   (      4,324)

Decrease in cash prior to effect of
   exchange rate on cash                     (    942,014)   (    208,932)
Effect of exchange rate on cash                    33,673    (      1,686)

Decrease in cash                            (     908,341)   (    210,618)
Cash at beginning of period                       997,309         571,411 

Cash at end of period                        $     88,968     $   360,793 

Supplemental Information
  Cash used for interest during period       $     34,758    $     25,061 
  Cash used for income taxes during period   $       -       $     73,651 

</TABLE>

The company had no cash equivalents at March 31, 1996 and 1995.<PAGE>

<PAGE>
                             OCEAN BIO-CHEM, INC.
                               AND SUBSIDIARIES
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS


l.  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, 1995 have been
reclassified to conform to the 1996 presentation.


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

Liquidity and Capital Resources

The primary sources of the Registrant's liquidity are cash flow from operations
and short-term borrowing from a commercial bank.  The Registrant has available a
$2,900,000 line of credit of which $900,000 has been allocated to purchase the 
of assets of Kinpak, Inc., a Georgia corporation, which were acquired on 
February 27, 1996 (the "Acquisition").  In addition to the allocated amount, 
the Registrant assumed $990,000 of industrial revenue bonds in connection with 
the acquisition. The line of credit is subject to renewal in April 1997.

The Registrant is involved in making sales in the Canadian market and 
accordingly must deal with fluctuations of the Canadian currency.  The 
Registrant does not engage in currency hedging and deals with such risk as a 
pricing issue.

Results of Operations:

Gross Sales increased approximately $13,000 for the quarter ended March 31, 1996
when compared to the same quarter of the preceding year.  

Cost of Goods Sold increased as a percentage of gross sales when comparing the 
quarter ended March 31, 1996 with the comparable quarter in 1995.  The 
percentages were 60% and 51.3% for the quarters ended 1996 and 1995, 
respectively.  This was primarily due to a shift in the product sales mix to 
lower sales of higher margin products. 

Selling and Administrative expenses increased approximately $59,000 when 
comparing the quarter ended March 31, 1996 with March 31, 1995.  This was 
primarily due to higher legal fees incurred.

Advertising and Promotion decreased approximately $24,000 comparing the three 
months ended March 31, 1996 with the same period in 1995.  This is due to timing
differences.

Interest Expense increased when comparing the March 31, 1996 quarter to the 
corresponding quarter in 1995 by approximately $15,000  due to higher loan 
balances outstanding on the line of credit and interest on the industrial
revenue bonds assumed in connection with the acquisition.








PART II - Other Information

Item l - Legal Proceedings:  Not applicable.

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)  Registrant filed an 8K on March 12, 1996 relating to Item 2 and 
              Item 7


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned thereunto duly authorized.


                                           OCEAN BIO-CHEM, INC.


Date:  March 15, 1996                          By:                           
                                               /S/ Peter G. Dornau
                                               Chairman of the Board and
                                               Chief Executive Officer



                                               By:                         
                                               /S/ Peter G. Dornau 
                                                Chief Financial Officer














<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the March
31, 1996 10-Q of Ocean Bio-Chem, Inc. and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                          88,968
<SECURITIES>                                         0
<RECEIVABLES>                                2,097,757
<ALLOWANCES>                                    43,429
<INVENTORY>                                  2,451,060
<CURRENT-ASSETS>                             4,850,791
<PP&E>                                       2,191,622
<DEPRECIATION>                                 329,206
<TOTAL-ASSETS>                               8,171,261
<CURRENT-LIABILITIES>                        3,096,766
<BONDS>                                              0
                                0
                                          0
<COMMON>                                        35,130
<OTHER-SE>                                   4,269,365
<TOTAL-LIABILITY-AND-EQUITY>                 8,171,261
<SALES>                                      2,487,611
<TOTAL-REVENUES>                             2,490,787
<CGS>                                        1,494,105
<TOTAL-COSTS>                                  687,526
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              41,370
<INCOME-PRETAX>                                134,817
<INCOME-TAX>                                    40,000
<INCOME-CONTINUING>                             94,817
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    94,817
<EPS-PRIMARY>                                      .03
<EPS-DILUTED>                                      .03
        


</TABLE>


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