UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 20182019

 

or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _____ to _____

 

Commission File Number: 0-11102

 

OCEAN BIO-CHEM, INC.

(Exact name of registrant as specified in its charter)

 

Florida 59-1564329

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

4041 SW 47 Avenue, Fort Lauderdale, Florida 33314
(Address of principal executive offices) (Zip Code)

 

954-587-6280

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act.

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueOBC1The NASDAQ Stock Market

 

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 ☒  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   Accelerated filer ☐ 
Non-accelerated filer  ☐ (Do not check if a smaller reporting company)☒  Smaller reporting company☒ 
   Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐  No ☒

 

At August 13, 2018, 9,258,5802019, 9,370,119 shares of the registrant’s Common Stock were outstanding.

 

 

 

 

 

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

TABLE OF CONTENTS

 

  Page
PART IFinancial Information:1
   
Item 1.Financial Statements1
   
 Condensed consolidated balance sheets at June 30, 20182019 (unaudited) and December 31, 201720181
   
 Condensed consolidated statements of operations (unaudited) for the three and six months ended June 30, 20182019 and 201720182
   
 Condensed consolidated statements of comprehensive income (unaudited) for the three and six months ended June 30, 20182019 and 201720183
Condensed consolidated statements of shareholders’ equity (unaudited) for the three and six months ended June 30, 2019 and 20184-5
   
 Condensed consolidated statements of cash flows (unaudited) for the six months ended June 30, 20182019 and 2017201846
   
 Notes to condensed consolidated financial statements5-137-15
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations14-1816-20
   
Item 3.Quantitative and Qualitative Disclosures about Market Risk1921
   
Item 4.Controls and Procedures1921
   
PART IIOther Information: 
   
Item 1A.Risk Factors1922
   
Item 6.Exhibits2022
   
 Signatures2123

  

i

 

 

PART 1 - FINANCIAL INFORMATION

 

Item 1.Financial Statements

 

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 June 30,
2018
  December 31,
2017
  June 30,
2019
  December 31, 2018 
 (Unaudited)    (UNAUDITED)    
ASSETS          
Current Assets:          
Cash $922,985  $2,418,484  $1,111,427  $1,401,047 
Trade accounts receivable less allowances of approximately $152,000 and $79,000, respectively  9,071,740   4,963,895 
Trade accounts receivable less allowances of approximately $156,000 and $171,000, respectively  8,554,453   5,658,686 
Receivables due from affiliated companies  887,681   1,584,365   939,751   1,045,990 
Restricted cash  2,765,346   2,747,360   2,175,963   2,332,877 
Inventories, net  10,133,830   9,074,426   11,682,975   12,085,813 
Prepaid expenses and other current assets  1,118,583   1,013,213   820,280   1,010,641 
Total Current Assets  24,900,165   21,801,743   25,284,849   23,535,054 
                
Property, plant and equipment, net  9,730,198   9,291,667   9,587,836   9,649,237 
Operating lease – right to use  392,695   --- 
Intangible assets, net  862,268   897,408   1,923,253   2,050,212 
Total Assets $35,492,631  $31,990,818  $37,188,633  $35,234,503 
                
LIABILITIES AND SHAREHOLDERS’ EQUITY                
Current Liabilities:                
Current portion of long-term debt, net $242,344  $240,017  $435,115  $425,663 
Revolving line of credit  1,100,000   ---   400,000   --- 
Current portion of operating lease liability  81,759   --- 
Accounts payable - trade  2,545,561   1,807,120   1,480,557   1,472,230 
Accrued expenses payable  1,369,855   812,062   1,146,733   1,108,905 
Total Current Liabilities  5,257,760   2,859,199   3,544,164   3,006,798 
                
Deferred tax liability  280,813   153,895   304,408   280,349 
Operating lease liability, less current portion  310,936   --- 
Long-term debt, less current portion and debt issuance costs  3,958,645   4,081,793   4,309,401   4,514,105 
Total Liabilities  9,497,218   7,094,887   8,468,909   7,801,252 
                
Commitments and contingencies (Note 9)        
COMMITMENTS AND CONTINGENCIES        
Shareholders’ Equity:                
Common stock - $.01 par value, 12,000,000 shares authorized; 9,258,580 and 9,254,580 shares issued and outstanding  92,586   92,546 
Common stock - $.01 par value, 12,000,000 shares authorized; 9,370,119 shares and 9,338,191 shares issued, respectively  93,701   93,382 
Additional paid in capital  9,945,464   9,931,634   10,262,567   10,235,827 
Accumulated other comprehensive loss  (291,895)  (288,051)  (293,724)  (295,734)
Retained earnings  16,249,258   15,159,802   18,657,180   17,399,776 
Total Shareholders’ Equity  25,995,413   24,895,931   28,719,724   27,433,251 
                
Total Liabilities and Shareholders’ Equity $35,492,631  $31,990,818  $37,188,633  $35,234,503 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

1

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

 

 Three Months Ended Six Months Ended  Three Months Ended Six Months Ended 
 June 30,  June 30,  June 30,  June 30, 
 2018  2017  2018  2017  2019  2018  2019  2018 
                  
Net sales $11,398,539  $9,622,442  $19,782,752  $17,842,996  $10,944,697  $11,398,539  $20,025,814  $19,782,752 
                                
Cost of goods sold  6,744,504   5,565,852   12,150,621   10,809,695   6,427,584   6,744,504   12,087,722   12,150,621 
                                
Gross profit  4,654,035   4,056,590   7,632,131   7,033,301   4,517,113   4,654,035   7,938,092   7,632,131 
                                
Operating Expenses:                                
Advertising and promotion  893,744   672,335   1,645,144   1,362,687   975,361   893,744   1,741,671   1,645,144 
Selling and administrative  2,289,070   1,983,838   3,843,847   3,527,861   2,212,216   2,289,070   3,912,609   3,843,847 
Total operating expenses  3,182,814   2,656,173   5,488,991   4,890,548   3,187,577   3,182,814   5,654,280   5,488,991 
                                
Operating income  1,471,221   1,400,417   2,143,140   2,142,753   1,329,536   1,471,221   2,283,812   2,143,140 
                                
Other expense                                
Interest, net (expense)  (33,670)  (942)  (26,284)  (2,890)  (35,410)  (33,670)  (65,237)  (26,284)
                                
Income before income taxes  1,437,551   1,399,475   2,116,856   2,139,863   1,294,126   1,437,551   2,218,575   2,116,856 
                                
Provision for income taxes  (316,200)  (446,963)  (472,125)  (683,427)  (284,558)  (316,200)  (493,837)  (472,125)
                                
Net income $1,121,351  $952,512  $1,644,731  $1,456,436  $1,009,568  $1,121,351  $1,724,738  $1,644,731 
                                
Earnings per common share – basic and diluted $0.12  $0.10  $0.18  $0.16  $0.11  $0.12  $0.18  $0.18 
                                
Dividends declared per common share $0.00  $0.06  $0.06  $0.06  $0.00  $0.00  $0.05  $0.06 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

2


OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 Three Months Ended Six Months Ended  Three Months Ended Six Months Ended 
 June 30,  June 30,  June 30,  June 30, 
 2018  2017  2018  2017  2019  2018  2019  2018 
                  
Net Income $1,121,351  $952,512  $1,644,731  $1,456,436 
Net income $1,009,568  $1,121,351  $1,724,738  $1,644,731 
Foreign currency translation adjustment  (378)  759   (3,844)  (800)  513   (378)  2,010   (3,844)
                                
Comprehensive income $1,120,973  $953,271  $1,640,887  $1,455,636  $1,010,081  $1,120,973  $1,726,748  $1,640,887 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

THREE MONTHS ENDED JUNE 30, 2019 AND 2018

(UNAUDITED)

 

3
     Additional  Accumulated Other       
  Common Stock  Paid In  Comprehensive  Retained    
  Shares  Amount  Capital  Loss  Earnings  Total 
                   
March 31, 2019  9,366,119  $93,661  $10,249,347  $(294,237) $17,647,612  $27,696,383 
                         
Net income  -   -   -   -   1,009,568   1,009,568 
                         
Stock based compensation  4,000   40   13,220   -   -   13,260 
                         
Foreign currency translation adjustment  -   -   -   513   -   513 
                         
June 30, 2019  9,370,119  $93,701  $10,262,567  $(293,724) $18,657,180  $28,719,724 

 

OCEAN BIO-CHEM, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

  Six Months Ended 
  June 30, 
  2018  2017 
Cash flows from operating activities:      
       
Net income $1,644,731  $1,456,436 
Adjustments to reconcile net income to net cash (used in) provided by operating activities:        
         
Depreciation and amortization  522,513   487,442 
Deferred income taxes  126,918   30,019 
Stock based compensation  13,870   17,360 
Provision for bad debts  74,872   26,801 
Other operating non-cash items  246   4,612 
         
Changes in assets and liabilities:        
         
Trade accounts receivable  (4,182,717)  (1,336,219)
Receivables due from affiliated companies  696,684   (120,743)
Inventories  (1,063,096)  (1,614,440)
Prepaid expenses and other current assets  (105,370)  281,382 
Accounts payable – trade  738,441   717,835 
Income taxes payable  ---   25,108 
Accrued expenses payable  557,793   142,422 
Net cash (used in) provided by operating activities  (975,115)  118,015 
         
Cash flows from investing activities:        
Purchases of property, plant and equipment  (916,096)  (2,533,577)
Net cash used in investing activities  (916,096)  (2,533,577)
         
Cash flows from financing activities:        
Payments on long-term debt  (130,629)  (231,505)
Borrowings on revolving line of credit  1,100,000   --- 
Dividends paid to common shareholders  (555,275)  (549,255)
Net cash provided by (used in) financing activities  414,096   (780,760)
         
Effect of exchange rate on cash  (398)  (6,053)
         
Net decrease in cash and restricted cash  (1,477,513)  (3,202,375)
         
Cash and restricted cash at beginning of period  5,165,844   4,070,445 
Cash and restricted cash at end of period $3,688,331  $868,070 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest during period $35,987  $3,546 
Cash paid for income taxes during period $364,000  $628,300 
         
Cash $922,985  $868,070 
Restricted cash  2,765,346   --- 
Total cash and restricted cash $3,688,331  $868,070 
     Additional  Accumulated Other       
  Common Stock  Paid In  Comprehensive  Retained    
  Shares  Amount  Capital  Loss  Earnings  Total 
                   
March 31, 2018  9,254,580  $92,546  $9,931,634  $(291,517) $15,127,907  $24,860,570 
                         
Net income  -   -   -   -   1,121,351   1,121,351 
                         
Stock based compensation  4,000   40   13,830   -   -   13,870 
                         
Foreign currency translation adjustment  -   -   -   (378)  -   (378)
                         
June 30, 2018  9,258,580  $92,586  $9,945,464  $(291,895) $16,249,258  $25,995,413 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

SIX MONTHS ENDED JUNE 30, 2019 AND 2018

(UNAUDITED)

     Additional  Accumulated Other       
  Common Stock  Paid In  Comprehensive  Retained    
  Shares  Amount  Capital  Loss  Earnings  Total 
                   
December 31, 2018  9,338,191  $93,382  $10,235,827  $(295,734) $17,399,776  $27,433,251 
                         
Net income  -   -   -   -   1,724,738   1,724,738 
                         
Dividends, common stock  -   -   -   -   (468,306)  (468,306)
                         
Options exercised  27,928   279   13,520   -   -   13,799 
Stock based compensation  4,000   40   13,220   -   -   13,260 
                         
Cumulative effect adjustment on adoption of ASU 2016-02 Leases (Topic 842)  -   -   -   -   972   972 
                         
Foreign currency translation adjustment  -   -   -   2,010   -   2,010 
                         
June 30, 2019  9,370,119  $93,701  $10,262,567  $(293,724) $18,657,180  $28,719,724 

     Additional  Accumulated Other       
  Common Stock  Paid In  Comprehensive  Retained    
  Shares  Amount  Capital  Loss  Earnings  Total 
                   
December 31, 2017  9,254,580  $92,546  $9,931,634  $(288,051) $15,159,802  $24,895,931 
                         
Net income  -   -   -   -   1,644,731   1,644,731 
                         
Dividends, common stock  -   -   -   -   (555,275)  (555,275)
                         
Stock based compensation  4.000   40   13,830   -   -   13,870 
                         
Foreign currency translation adjustment  -   -   -   (3,844)  -   (3,844)
                         
June 30, 2018  9,258,580  $92,586  $9,945,464  $(291,895) $16,249,258  $25,995,413 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  Six Months Ended 
  June 30, 
  2019  2018 
Cash flows from operating activities:      
       
Net income $1,724,738  $1,644,731 
Adjustments to reconcile net income to net cash provided by (used in) provided by operating activities:        
         
Depreciation and amortization  646,105   522,513 
Deferred income taxes  24,059   126,918 
Stock based compensation  13,260   13,870 
Provision for bad debts  942   74,872 
Other operating non-cash items  1,151   246 
         
Changes in assets and liabilities:        
         
Trade accounts receivable  (2,896,709)  (4,182,717)
Receivables due from affiliated companies  106,239   696,684 
Inventories  402,838   (1,063,096)
Prepaid expenses and other current assets  190,361   (105,370)
Accounts payable – trade  8,327   738,441 
Accrued expenses payable  37,828   557,793 
Net cash provided by (used in) provided by operating activities  259,139   (975,115)
         
Cash flows from investing activities:        
Purchases of property, plant and equipment  (429,264)  (916,096)
Net cash used in investing activities  (429,264)  (916,096)
         
Cash flows from financing activities:        
Payments on long-term debt  (222,761)  (130,629)
Borrowings on revolving line of credit  1,000,000   1,100,000 
Repayments on revolving line of credit  (600,000)  - 
Dividends paid to common shareholders  (468,306)  (555,275)
Proceeds from exercise of stock options  13,799   - 

Net cash (used in) provided by financing activities

  (277,268)  414,096 
         
Effect of exchange rate on cash and restricted cash  859   (398)
         
Net decrease in cash and restricted cash  (446,534)  (1,477,513)
         
Cash and restricted cash at beginning of period  3,733,924   5,165,844 
Cash and restricted cash at end of period $3,287,390  $3,688,331 
         
Supplemental disclosure of cash flow information:        
Cash paid for interest during period $80,594  $35,987 
Cash paid for income taxes during period $411,009  $364,000 
Operating lease right to use asset exchanged for operating lease liability $432,466  $- 
Finance lease right to use assets exchanged for finance lease liabilities $44,979  $- 
Cash paid under operating lease $47,400  $47,400 
         
Cash $1,111,427  $922,985 
Restricted cash  2,175,963 �� 2,765,346 
Total cash and restricted cash $3,287,390  $3,688,331 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.


OCEAN BIO-CHEM, INC. AND SUBSIDIARIES

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 intercompany 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 Securities and Exchange Commission 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 and six months ended June 30, 20182019 are not necessarily indicative of the results to be expected for the year ending December 31, 2018.2019.

 

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, 2017.2018.

 

Use of estimates

 

The preparation of condensed consolidated financial statements in conformity with GAAP 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 May 2014,February 2016, the Financial Accounting Standards Board (“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 Company adopted the new guidance effective January 1, 2018, using the full retrospective method, under which the Company applies the new guidance to each comparative period presented. Under the new guidance, the Company’s performance obligation to its customers under agreements currently in force is satisfied when the goods are shipped or picked up by the customer and title of the goods is transferred (generally upon such shipment or pick up); with regard to a customer for which the Company’s inventory is held at the customer’s warehouses, the Company’s performance obligation is deemed satisfied when the Company is notified of sales by the customer. While the timing of the Company’s revenue recognition did not change, certain allowances provided by the Company to customers, primarily for cooperative advertising, are now considered a reduction of net sales instead of an advertising and promotion expense. This reclassification did not affect net income.

5

In November 2016, the FASB issued ASU 2016-18, which requires that a statement of cash flows explain the change during the reporting period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. The new guidance also requires disclosure of such amounts in the statements of cash flows or in the financial statement footnotes if restricted cash and restricted cash equivalents are presented in separate line items in the balance sheet. The Company adopted this guidance effective January 1, 2018. In accordance with the new guidance, the Company includes additional disclosures regarding its cash and restricted cash amounts in its statement of cash flows for each comparative period presented.

Accounting Guidance Not Yet Adopted by the Company

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” Under this new guidance, lessees (including lessees under leases classified as finance leases, which are to be classified based on criteria similar to that applicable to capital leases under currentthe previous guidance, and leases classified as operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Under currentprevious guidance, operating leases arewere not recognized 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 beCompany adopted usingASU 2016-02 on January 1, 2019 utilizing a modified retrospective transition approach for leases existingmethod, under which the Company recorded an immaterial cumulative adjustment to retained earnings rather than retrospectively adjusting prior periods. As a result, the Company’s balance sheet presentation at or entered into after,June 30, 2019 is not comparable to the beginningpresentation at December 31, 2018.  The adoption of the earliest comparative period presentedASU 2016-02 resulted in the financial statements;recognition of approximately $432,000 as an operating lease right to use asset and a corresponding operating lease liability, and the guidance provides certain practical expedients. The Company is currently evaluating this guidancereclassification of office equipment with a net book value of approximately $27,000 to determine its impact on the Company’s financial statements.a finance lease – right to use asset within property, plant and equipment.

 

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles-Goodwill and Other,” which simplifies the quantitative test for goodwill impairment. Under current guidance, if a reporting unit’s carrying value exceeds its fair value, the entity must determine the implied value of goodwill. This determination is made by deducting the fair value of a reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole as if the reporting unit had just been acquired. UnderAs permitted under the new guidance, a determinationthe Company has made an accounting policy election not to apply the recognition provisions of the implied valuenew guidance to short term leases (leases with a lease term of goodwill12 months or less that do not include an option to purchase the underlying asset that the lessee is reasonably certain to exercise); instead, the Company will no longer be required;recognize the lease payments for short term leases on a goodwill impairment will be equal tostraight-line basis over the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance is effective for fiscal years beginning after December 15, 2019. Early adoption is permitted.lease term. The Company is currently evaluatingdid not have any short term leases at June 30, 2019.

Accounting Guidance Not Yet Adopted by the impact the adoption of this new standard will have on the Company’s financial statements.Company

 

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments – Credit Losses,” which replaces the “incurred loss” model under current GAAP with a forward-looking “expected loss” model, principally in connection with financial assets subject to credit losses. Under current GAAP, an entity reflects credit losses on financial assets measured on an amortized cost basis only when it is probable that losses have been incurred, generally considering only past events and current conditions in making these determinations. The guidance under ASU 2016-13 prospectively replaces this approach with a forward-looking methodology that reflects the expected credit losses over the lives of financial assets, beginning when such assets are first acquired. Under the expected loss model, expected credit losses will be measured based not only on past events and current conditions, but also on reasonable and supportable forecasts that affect the collectability of financial assets.forecasts. The guidance also expands disclosure requirements. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted as of January 1, 2019. The Company is currently evaluating the impact the adoption of this new standard will have on the Company’s financial statements. 

statements.

6

3.INVENTORIES

 

The Company’s inventories at June 30, 20182019 and December 31, 20172018 consisted of the following:

 

 June 30,
2018
  December 31,
2017
  

June 30,

2019

 

December 31,

2018

 
Raw materials $4,546,710  $3,994,624  $4,223,671  $4,320,131 
Finished goods  5,865,107   5,354,097   7,743,413   8,049,791 
Inventories, gross  10,411,817   9,348,721   11,967,084   12,369,922 
                
Inventory reserves  (277,987)  (274,295)  (284,109)  (284,109)
                
Inventories, net $10,133,830  $9,074,426  $11,682,975  $12,085,813 

 

The inventory reserves shown in the table above reflect slow moving and obsolete inventory.

 

The Company operates a vendor managed inventory program with one of its customers to improve the promotion of the Company’s products. Under the program, Company inventory is held at the customer’s warehouses. The Company manages the inventory levels at thethis customer’s warehouses and recognizes revenue as the products are sold by the customer. The inventories managed at the customer’s warehouses, which are included in inventories, net, amounted to approximately $484,000$430,000 and $494,000$495,000 at June 30, 20182019 and December 31, 2017,2018, respectively.

 

4.PROPERTY, PLANT & EQUIPMENT

 

The Company’s property, plant and equipment at June 30, 20182019 and December 31, 20172018 consisted of the following:

 

 Estimated
Useful Life
 June 30,
2018
  December 31,
2017
  

Estimated

Useful Life

 June 30,
2019
  

December 31,

2018

 
              
Land   $278,325  $278,325    $278,325  $278,325 
Building and Improvements 30 years  9,315,217   4,673,409  30 years  9,565,791   9,548,922 
Manufacturing and warehouse equipment 6-20 years  10,257,069   9,616,086  6-20 years  11,085,125   10,736,161 
Office equipment and furniture 3-5 years  1,770,757   1,367,244  3-5 years  1,804,159   1,838,360 
Leasehold improvements 10-15 years  571,483   567,898  10-15 years  577,068   577,068 
Finance leases – right to use 5 years  45,951   - 
Vehicles 3 years  10,020   10,020  3 years  10,020   10,020 
Construction in process    428,891   5,197,780     87,871   80,682 
Property, plant and equipment, gross    22,631,762   21,710,762     23,454,310   23,069,538 
                    
Less accumulated depreciation    (12,901,564)  (12,419,095)    (13,866,474)  (13,420,301)
                    
Property, plant and equipment, net   $9,730,198  $9,291,667    $9,587,836  $9,649,237 

 

ConstructionThe Company is engaged in progress at June 30, 2018 and December 31, 2017 includes $350,202 and $5,087,897, respectively, relating toa project involving the expansion of the manufacturing, warehouse and distribution facilities of the Company’s wholly-owned subsidiary, KINPAK Inc. (“Kinpak”), in Montgomery, Alabama. Depreciation expense totaled $261,055 (of which $219,516 is included inAlabama, as well as the purchase and installation of associated machinery and equipment (the “Expansion Project”). As of June 30, 2019, the remaining work on the Expansion Project involves the purchase and installation of additional equipment. At June 30, 2019, the Company’s expenditures on the Expansion Project aggregated approximately $6.1 million. The total cost of goods soldthe Expansion Project is estimated to be approximately $6.7 million. Construction in progress at June 30, 2019 and $41,539December 31, 2018 includes $43,201 and $46,996, respectively, relating to the expansion of Kinpak’s manufacturing, warehouse and distribution facilities.


5.LEASES

The Company has one operating lease and two finance leases.

Under the operating lease, 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 base rent since the Company entered into a previous lease agreement in 1998. Additionally, the leasing entity is included in sellingentitled to reimbursement of all taxes, assessments, and administrative expenses) and $223,275 (of which $174,022 is included in costany other expenses that arise from ownership. Each of goods sold and $49,253 is included in selling and administrative expenses)the parties to the lease has agreed to review the terms of the lease every three years at the request of the other party.  Operating lease expense for the three months ended June 30, 2018 and 2017, respectively. Depreciation2019 was approximately $25,000, compared to rent expense totaled $482,469 (of which $397,171 is included in cost of goods sold and $85,298 is included in selling and administrative expenses) and $452,301 (of which $353,370 is included in cost of goods sold and $98,931 is included in selling and administrative expenses)approximately $25,000 for the three months ended June 30, 2018. Operating lease expense for the six months ended June 30, 20182019 was approximately $50,000, compared to rent expense of approximately $49,000 for the six months ended June 30, 2019. At June 30, 2019, the Company has a right to use asset and 2017, respectively.a corresponding liability of $392,695 related to the operating lease. Set forth below is a schedule of future minimum rent payments under the operating lease.

Twelve month period ending June 30,
2020 $94,800 
2021  94,800 
2022  94,800 
2023  94,800 
2024  47,400 
Total future minimum lease payments  426,600 
Less imputed interest  (33,905)
Total operating lease liability $392,695 

The Company’s two finance leases relate to office equipment. See Note 4 for information regarding the carrying value of the Company’s finance lease right to use assets and Note 8 for information regarding the finance lease payment schedule.

 

Expenses incurred with respect to the Company’s leases during the three and six months ended June 30, 2019 are set forth below.

  Three
Months
Ended
June 30,
2019
  Six Months Ended
June 30,
2019
 
Operating lease expense $25,000  $50,000 
Finance lease amortization  6,345   11,345 
Finance lease interest  300   505 
Total lease expense $31,645  $61,850 

The remaining lease term with respect to the operating lease, weighted average remaining lease term with respect to the finance leases and discount rate with respect to the operating lease and finance leases at June 30, 2019 are set forth below:

 7June 30,
2019
 
Remaining lease term – operating lease4.50 years
Weighted average remaining lease term – finance  leases2.66 years
Discount rate – operating lease3.7%
Weighted average discount rate – finance leases2.7%

 


5.6.INTANGIBLE ASSETS

 

The Company’s intangible assets at June 30, 20182019 and December 31, 20172018 consisted of the following:

 

June 30, 2018 2019

 

Intangible Asset Cost Accumulated
Amortization
 Net 
Intangible Assets Cost  Accumulated
Amortization
  Net 
Patents $622,733  $413,804  $208,929  $622,733  $466,140  $156,593 
Trade names and trademarks  1,131,125   549,561   581,564   1,649,880   574,418   1,075,462 
Customer list  525,663   100,752   424,911 
Product formulas  262,832   50,377   212,455 
Royalty rights  160,000   88,225   71,775   160,000   106,168   53,832 
Total intangible assets $1,913,858  $1,051,590  $862,268  $3,221,108  $1,297,855  $1,923,253 

 

December 31, 20172018 

 

Intangible Asset Cost  Accumulated
Amortization
  Net 
Patents $622,733  $387,636  $235,097 
Trade names and trademarks  1,131,125   549,561   581,564 
Royalty rights  160,000   79,253   80,747 
Total intangible assets $1,913,858  $1,016,450  $897,408 

At June 30, 2018 and December 31, 2017, the trade names and trademarks are considered indefinite-lived. The patents (the most significant of which (the “ClO2 Patents”) relate to a device for producing chlorine dioxide (ClO2) that is incorporated into the Company’s disinfectant, sanitizer and deodorizer products) had a carrying value, net of amortization, of $208,929 at June 30, 2018 (of which $205,791 is attributable to the ClO2 Patents). The ClO2 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 ClO2 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.

Intangible Assets Cost  Accumulated
Amortization
  Net 
Patents $622,733  $439,972  $182,761 
Trade names and trademarks  1,649,880   561,449   1,088,431 
Customer list  525,663   48,186   477,477 
Product formulas  262,832   24,093   238,739 
Royalty rights  160,000   97,196   62,804 
Total intangible assets $3,221,108  $1,170,896  $2,050,212 

 

Amortization expense related to intangible assets was $63,479 and $17,570 ($13,084 attributable to the patents and $4,486 attributable to the royalty rights) for each of the three months ended June 30, 2019 and 2018, respectively, and 2017,$126,959 and $35,140 ($26,168 attributable to the patents and $8,972 attributable to the royalty rights) for each of the six months ended June 30, 2019 and 2018, and 2017.respectively.

8

 

6.7.REVOLVING LINE OF CREDIT

 

On August 31, 2017,2018, 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) $6,000,000 or (ii) a borrowing base equal to 85% of Eligible Accounts (as defined in the Business Loan Agreement) 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 one month LIBOR rate plus 1.5%1.35% per annum, computed on a 365/360 basis. Eligible Accounts do not include, among other things, accounts receivable from affiliated entities.

 


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, 2018,2021, at which time all outstanding principal and interest will be due and payable. The Company’s obligations under the revolving line of credit are principally secured by among other things, the Company’s accounts receivable and inventory.inventory. The Business Loan Agreement includes financial covenants requiring that the Company maintain a minimum fixed charge coverage ratio (generally, the ratio of (A) EBITDA for the most recently completed four fiscal quarters minus the sum of the Company’s distributions to its shareholders, taxes paid and unfunded capital expenditures during such period to (B) prior year current maturities of Company long term debt as of the end of the most recent fiscal quarter plus scheduled interest expense incurred over the most recently completed four fiscal quarters) of 1.20 to 1, tested quarterly, and a maximum “debt to cap” ratio (generally, funded debt divided by the sum of net worth and funded debt) of 0.75 to 1, as of the end of each fiscal quarter. For purposes of computing the fixed charge coverage ratio, “EBITDA” generally is defined as net income before taxes and depreciation expense plus amortization expense, plus interest expense, plus non-recurring and/or non-cash losses and expenses, minus non-recurring and/or non-cash gains and income; “unfunded capital expenditures” generally is defined as capital expenditures made from Company funds other than funds borrowed through term debt incurred to finance such capital expenditures; and “long term debt” generally is defined as “debt instruments with a maturity principal due date of one year or more in length,” including, among other listed contractual debt instruments, “revolving lines of credit” and “capital leases obligations.obligations, and “prior year current maturities of long term debt” generally is defined as the principal portions of long-term debt maturing within one year as listed at the last quarter end of the prior completed four fiscal quarters. At June 30, 2018,2019, the Company was in compliance with these financial covenants. 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 June 30, 20182019 and December 31, 2017,2018, the Company had $1,100,000$400,000 and $0no borrowings, respectively, under the revolving line of credit provided by the Business Loan Agreement.

 

The Business Loan Agreement terminates on August 31, 2018. The Company is engaged in negotiations with its principal lending bank regarding its revolving credit facility, and expects to enter into an agreement with the bank for a renewal or replacement of its existing facility. However, the Company cannot assure that its negotiations will be successful.

7.8.LONG TERM DEBT

 

Industrial Development Bond Financing

 

On September 26, 2017, Kinpak indirectly obtained a $4,500,000 loan from Regions Capital Advantage, Inc. (the “Lender”). The proceeds of the loan are being used principally to pay or reimburse costs of constructing an approximately 85,000 square foot additionrelating to Kinpak’s manufacturing, warehouse and distribution facilities in Montgomery, Alabama, and costs of purchasing and installing associated machinery and equipment (the “Project”).the Expansion Project.

 

The loan was funded by the Lender’s purchase of a $4,500,000 industrial development bond (the “Bond”) issued by The Industrial Development Board of the City of Montgomery, Alabama (the “IDB”). The Bond is a limited obligation of the IDB and is payable solely out of revenues and receipts derived from the leasing or sale of Kinpak’s facilities. In this regard, Kinpak is obligated to fund the IDB’s payment obligations by providing rental payments under a lease between the IDB and Kinpak (the “Lease”), under which Kinpak leases its facilities from the IDB. UnderKinpak inherited the lease structure when it first acquired its facilities from its predecessor-in-interest in 1996. The Lease provides that prior to the maturity date of the Bond, Kinpak may repurchase the facilities for $1,000 if the Bond has been redeemed or fully paid.

 

The Bond bears interest at the rate of 3.07% per annum, calculated on the basis of a 360-day year and the actual number of days elapsed (subject to increase to 6.07% per annum upon the occurrence of an event of default), and is payable in 118 monthly installments of $31,324 beginning on November 1, 2017 and ending on August 1, 2027, with a final principal and interest payment to be made on September 1, 2027 in the amount of $1,799,201. The Bond provides that the interest rate will be subject to adjustment if it is determined by the United States Treasury Department, the Internal Revenue Service, or a similar government entity that the interest on the Bond is includable in the gross income of the Lender for federal income tax purposes.

 

9

Under the Lease, Kinpak is required to make rental payments for the account of the IDB to the Lender in such amounts and at such times as are necessary to enable the payment of all principal and interest due on the Bond and other charges, if any, payable in respect of the Bond. The Lease also provides that Kinpak may redeem the Bond, in whole or in part, by prepaying its rental payment obligations in an amount sufficient to effect the redemption. In addition, the Lease contains provisions relating to the Expansion Project, including limitations on utilization of Bond proceeds, deposit of unused proceeds into a custodial account (as described below) and investment of monies held in the custodial account.

 

Payment of amounts due and payable under the Bond and other related agreements are guaranteed by the Company and its other consolidated subsidiaries. In connection with the guarantee agreement under which the Company provided its guarantee, the Company is subject to certain covenants, including financial covenants requiring that effectively are substantially the same asCompany maintain (i) a minimum fixed charge ratio (generally, the financial covenants includedratio of (A) EBITDA minus the sum of Company’s distributions to its shareholders, taxes paid and unfunded capital expenditures to (B) current maturities of Company long-term debt plus interest expense) of 1.2 to 1, tested quarterly, and (ii) a ratio of funded debt (as defined in the Business Loan Agreement describedguaranty agreement) divided by the sum of net worth and funded debt of 0.75 to 1, tested quarterly. For purposes of computing the fixed charge coverage ratio, “EBITDA” generally is defined as net income before taxes and depreciation expense plus amortization expense, plus interest expense, plus non-recurring and/or non-cash losses and expenses, minus non-recurring and/or non-cash gains and income; “unfunded capital expenditures” generally is defined as capital expenditures made from Company funds other than funds borrowed through term debt incurred to finance such capital expenditures. At June 30, 2019, the Company was in Note 6.compliance with these financial covenants.


Through June 30, 2018,2019, of the $4,500,000 proceeds of the Bond sale, approximately $1,704,000$2,343,000 has been applied to reimburse Kinpak for Expansion Project expenditures and approximately $54,000 was paid directly to other parties for certain transaction costs. The remaining amount is held in a custodial account and may be drawn by Kinpak from time to time to fund additional expenditures related to the Expansion Project. Because the Lease contains limitations on the manner in which Kinpak may utilize funds held in the custodial account, such funds are classified as restricted cash on the Company’s balance sheets.

 

The Company incurred debt issuancefinancing costs of $196,095 in connection with the financing. These costs are shown as a reduction of the debt balance and are being amortized in accordanceover the life of the Bond.

Other Long Term Obligations

In connection with the effectiveCompany’s agreement to purchase assets of Snappy Marine, Inc. (“Snappy Marine”) on July 13, 2018, the Company provided to Snappy Marine a promissory note in the amount of $1,000,000, including interest method.

Capital Lease Obligations(of the $1,000,000 amount of the promissory note, $930,528 was recorded as principal, and the remaining $69,472, representing an imputed interest rate of 2.87% per annum, is being recorded as interest expense over the term of the note). The note is payable in equal installments of $16,667 over a 60 month period that commenced on August 1, 2018, with a final payment due and payable on July 1, 2023. If the note is prepaid in full, the entire outstanding balance of the note (including all unpaid amounts allocated to interest over the remaining term of the note) must be paid.

 

At June 30, 20182019 and December 31, 2017,2018, the Company was obligated under capital lease agreements covering equipment utilized in the Company’s operations.  The capitalequipment leases, aggregating approximately $39,000$38,000 and $50,000$31,000 at June 30, 20182019 and December 31, 2017,2018, respectively, mature on July 1, 2020have maturities through 2024 and carry an interest rate ofrates ranging from 2%. to 4% per annum. The equipment leases are classified as finance leases. During the six months ended June 30, 2019 and 2018, the Company paid approximately $11,850 ($11,345 principal and $505 interest) and $11,667 ($11,179 principal and $488 interest), respectively, under the lease agreements.

 

The following table provides information regarding the Company’s long-term debt at June 30, 20182019 and December 31, 2017:2018:

 

 Current Portion Long Term Portion  Current Portion Long Term Portion 
 June 30,
2018
 December 31,
2017
 June 30,
2018
 December 31,
2017
  June 30,
2019
 December 31,
2018
 June 30,
2019
 December 31,
2018
 
Obligations related to industrial development bond financing $244,150  $240,395  $4,099,036  $4,222,241  $251,521  $247,985  $3,847,516  $3,974,256 
Capitalized equipment leases  17,810   19,238   21,437   31,188 
Note payable related to Snappy Marine asset acquisition  180,267   177,701   589,495   680,274 
Equipment leases  22,943   19,593   14,603   11,596 
Total principal of long term debt  261,960   259,633   4,120,473   4,253,429   454,731   445,279   4,451,614   4,666,126 
Debt issuance costs  (19,616)  (19,616)  (161,828)  (171,636)  (19,616)  (19,616)  (142,213)  (152,021)
Total long term debt $242,344  $240,017  $3,958,645  $4,081,793  $435,115  $425,663  $4,309,401  $4,514,105 

 

Required principal payments under the Company’s long term obligations are set forth below:

 

Twelve month period ending June 30,      
2019 $261,960 
2020  271,294  $454,731 
2021  261,464   450,257 
2022  268,003   462,310 
2023  276,465   476,446 
2024  304,303 
Thereafter  3,043,247   2,758,298 
Total $4,382,433  $4,906,345 

 

10

8.9.RELATED PARTY TRANSACTIONS

 

During the three and six months ended June 30, 20182019 and 2017,2018, the Company sold products to companies affiliated with Peter G. Dornau, who is the Company’s Chairman, President and Chief Executive Officer. The affiliated companies distribute the productsresell, outside of the United States and Canada.Canada, products they purchase from the Company. The Company also provides administrative services to these companies.companies and pays certain business related expenditures for the affiliated companies, for which the Company is reimbursed. Sales to the affiliated companies aggregated approximately $502,000 and $369,000 and $539,000 duringfor the three months ended June 30, 20182019 and 2017,2018, respectively, and approximately $1,189,000$1,254,000 and $1,286,000$1,189,000 for the six months ended June 30, 20182019 and 2017,2018, respectively. Fees for administrative services aggregated approximately $251,000$215,000 and $260,000 (including$227,000 for the three months ended June 30, 2019 and 2018, respectively, and approximately $24,000$370,000 and $28,000, respectively,$376,000 for the six months ended June 30, 2019 and 2018, respectively. Amounts billed to the affiliated companies to reimburse the Company for business related expenditures that it made on behalf of the affiliated companies)companies aggregated approximately $25,000 and $24,000 during the three months ended June 30, 2019 and 2018, respectively, and 2017, respectively.  Fees for administrative services aggregated approximately $429,000 for each of$57,000 and $53,000 during the six month periodsmonths ended June 30, 2019 and 2018, and 2017 (including approximately $53,000 and $49,000, respectively, to reimburse the Company for business related expenditures that it made on behalf of the affiliated companies).respectively.  The Company had accounts receivable from the affiliated companies in connection with the product sales, and administrative services and business related expenditures aggregating approximately $888,000$940,000 and $1,584,000$1,046,000 at June 30, 20182019 and December 31, 2017,2018, 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 $10,500an aggregate of $14,000 ($10,500 for research and development services and $3,500 for each ofcharter boat services that the three month periods ended June 30, 2018Company used to provide sales incentives for external sales representatives) and 2017,$37,500 ($10,500 for research and development services, $6,000 for charter boat services that the Company used to provide sales incentives for external sales representatives, and $21,000 for such services during eachthe production of the six month periods ended June 30, 2018 and 2017. The research and development expenses are included in the statements of operationstelevision commercials) for the three and six months ended June 30, 2018 and 2017 as a selling and administrative expense. In addition, during the three months ended June 30, 2019 and 2018, respectively, and 2017, the Company paid this entity $6,000$41,000 ($21,000 for research and $0, respectively,development services and $20,000 for providing charter boat services that the Company used to provide sales incentives for marketingexternal sales representatives) and entertainment$52,500 ($21,000 for research and development services, $10,500 for charter boat services that the Company used to provide sales incentives for external sales representatives, and $21,000 for the production of Company customers, and $10,500 and $45,000television commercials) for such services during the six months ended June 30, 2019 and 2018, respectively . Expenditures for the research and 2017. Thedevelopment services are included in the consolidated statements of operations within selling and administrative expenses. Expenditures for the charter boat services are included in the consolidated statements of operations for the three and six months ended June 30, 2018 and 2017 as anwithin advertising and promotion expense. Duringexpenses. The expenditures made in the three and six months ended June 30, 2018 the Company also paid this entity $21,000period for the production of television commercials which will be expensedwere included in the consolidated statements of operations within advertising and promotion expenses over a twelve month period ending on March 31, 2019.

 

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 95 for a description of the lease terms.

 

A director of the Company is Regional Executive Vice President of an insurance broker through which the Company sources most of its insurance needs.  During the three months ended June 30, 20182019 and 2017,2018, the Company paid an aggregate of approximately $261,000$275,000 and $244,000,$261,000, respectively, and during in the six months ended June 30, 20182019 and 2017,2018, the Company paid an aggregate of approximately $449,000$500,000 and $439,000,$449,000, respectively in insurance premiums on policies obtained through 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 $25,000 for each of the three months ended June 30, 2018 and 2017 and was approximately $49,000 for each of the six months ended June 30, 2018 and 2017.

The Company also leased 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 Company paid monthly rent of $4,375 under the lease, which commenced on August 1, 2016 and expired on July 31, 2018. The Company has relocated the brush fabrication and assembly operations from the leased warehouse to Kinpak’s facilities, which are being expanded in connection with the Project. See Note 7 above.

11


 

10.

EARNINGS PER SHARE

 

Basic earnings 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 issuances 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
June 30,
  Six Months Ended
June 30,
  Three Months Ended
June 30,
 Six Months Ended
June 30,
 
 2018  2017  2018  2017  2019 2018 2019 2018 
Earnings per common share – Basic                  
                  
Net income $1,121,351  $952,512  $1,644,731  $1,456,436  $1,009,568  $1,121,351  $1,724,738  $1,644,731 
                                
Weighted average number of common shares outstanding  9,256,206   9,154,768   9,255,398   9,150,874   9,367,350   9,256,206   9,365,370   9,255,398 
                                
Earnings per common share – Basic $0.12  $0.10  $0.18  $0.16  $0.11  $0.12  $0.18  $0.18 
                                
Earnings per common share – Diluted                                
                                
Net income $1,121,351  $952,512  $1,644,731  $1,456,436  $1,009,568  $1,121,351  $1,724,738  $1,644,731 
                                
Weighted average number of common shares outstanding  9,256,206   9,154,768   9,255,398   9,150,874   9,367,350   9,256,206   9,365,370   9,255,398 
                                
Dilutive effect of employee stock-based awards  40,483   66,807   41,638   69,097 
Dilutive effect of outstanding stock options  7,157   40,483   9,069   41,638 
                                
Weighted average number of common shares outstanding - Diluted  9,296,689   9,221,575   9,297,036   9,219,971   9,374,507   9,296,689   9,374,439   9,297,036 
                                
Earnings per common share – Diluted $0.12  $0.10  $0.18  $0.16  $0.11  $0.12  $0.18  $0.18 

 

The Company had no stock options outstanding during each of the three and six month periods ended June 30, 20182019 and 2017,2018, respectively, that were antidilutive and therefore not included in the diluted earnings per common share calculation.

12

11.SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

 

Stock compensation expense during the three and six months ended June 30, 2019 and 2018 was $13,260 and 2017 was $13,870, and $17,360, respectively, all of which relates to the shares of Company common stock issued to the Company’s non-employee directors as part of their compensation for service on the Board of Directors. There isAt June 30, 2019, there was no unrecognized compensation expense related to stock options.

 

The following table provides information regarding outstanding stock options, all of which wereIn 2010, the Company granted, under the Company’sits 2008 Non-Qualified Stock Option Plan.Plan, stock options to purchase 20,000 shares of its common stock at an exercise price per share of $2.07 that remained outstanding at June 30, 2019. The stock options expire on April 25, 2020.

Date

Granted

 

Shares

Underlying

Options Outstanding

  

Shares

Underlying Exercisable

Options

  

Exercise

Price

  

Expiration

Date

 

Weighted

Average

Remaining
Term

 
1/11/09  40,000   40,000  $0.69  1/10/19  0.5 
4/26/10  20,000   20,000  $2.07  4/25/20  1.8 
                   
   60,000   60,000  $1.15     1.0 

  

12.CASH DIVIDENDS

 

On March 22, 2019, the Company’s Board of Directors declared a special cash dividend of $0.05 per common share payable on April 19, 2019 to all shareholders of record on April 5, 2019.  There were 9,366,119 shares of common stock outstanding on April 5, 2019; therefore, dividends aggregating $468,306 were paid on April 19, 2019.

On March 19, 2018, the Company’s Board of Directors declared a special cash dividend of $0.06 per common share payable on April 16, 2018 to all shareholders of record on April 2, 2018.  There were 9,254,580 shares of common stock outstanding on April 2, 2018; therefore, dividends aggregating $555,275 were paid on April 16, 2018.

 

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.  There were 9,154,243 shares of common stock outstanding on April 27, 2018; therefore, dividends aggregating $549,255 were paid on May 11, 2017.

13.MAJOR CUSTOMERSCUSTOMER CONCENTRATION

 

During the three months ended June 30, 2019 and 2018, and 2017, the Company’s three largest customers in terms ofCompany had net sales accounted forto each of three customers that constituted in excess of 10% of its net sales. Net sales to these three customers respectively represented approximately 51.0% (20.4%, 17.5%, and 13.1%) and 50.5% (26.0%, 14.3%, 10.2%) and 43.6% (20.8%, 12.2%, 10.6%), respectively, of the Company’s net sales, respectively, for the three months ending June 30, 2019 and during2018. During the six months ended June 30, 20182019 and 20172018 these customers accounted forrespectively represented approximately 47.5% (22.8%, 13.2%, and 11.5%) and 43.6% (24.3%, 10.8%, and 8.5%) and 42.2% (25.3%, 8.0%, 8.9%), respectively, of the Company’s net sales.

At June 30, 2018 and December 31, 2017,2019, three customers constituted in excess of 10% of the Company’s gross trade accounts receivable due fromand at December 31, 2018 two customers constituted in excess of 10% of the Company’s three largestgross trade accounts receivable. The gross trade accounts receivable balances for these customers constituted 67.7% (32.6%represented approximately 70.4% (28.1%, 22.1%24.7%, 13.0%) and 36.9% (14.0%, 11.5%, 11.4%17.6%) of the Company’s outstandinggross trade accounts receivable. In February 2018, the Company changed payment terms for its largest customer fromreceivable at June 30, days to 90 days.

14.SUBSEQUENT EVENT

Pursuant to an asset acquisition agreement dated July 13, 2018, the Company acquired assets of Snappy Marine, Inc., a Florida corporation that marketed and distributed Snappy Teak – NU®, a cleaning product for teak decks on boats (“Snappy Marine”). The acquired assets consist of, among other things, Snappy Marine’s trademarks, tradenames and other intellectual property used in its business, including trademarks with respect to “Snappy Marine®” and “Snappy Teak – NU®,” specified marketing, sales and distribution contracts. In addition, the Company acquired limited quantities of product inventory and raw materials. The purchase price for the assets set forth in the asset purchase agreement is $1,358,882. The Company paid $345,882 to Snappy Marine at the closing2019. One of the transactionthree customers and deposited an additional $13,000 in escrow; the escrow amount may be used by the Company to procure registrations with respect to certain intellectual property rights. Any unused escrow amounts generally will be provided to Snappy Marine. In addition, the Company provided to Snappy Marine a promissory note in the amount of $1,000,000, including interest (of the $1,000,000 amountanother customer accounted for 41.0% (25.2% and 15.8%) of the note, $930,528 is recorded as principal, and the remaining $69,472, representing an imputed interest rate of 2.87% per annum, will be charged to interest expense over the term of the note). The note is payable in equal installments of $16,667 over a 60 month period commencing on August 1, 2018, with a final payment due and payable on July 1, 2023. If the note is prepaid in full, the entire outstanding balance of the note (including all unpaid amounts allocated to interest over the remaining term of the note) must be paid. Under circumstances set forth in the asset purchase agreement, the Company may be obligated to pay certain customer refunds, price adjustments and warranty claims asserted through JanuaryCompany’s gross trade accounts receivable at December 31, 2019 with regard to teak products sold by Snappy Marine.  The Company may offset such payments against amounts payable under the promissory note, subject to an aggregate maximum offset of $25,000.

2018.

13

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-looking Statements:

 

Certain statements contained in this Quarterly Report on Form 10-Q, including without limitation,estimated costs of an expansion ofproject with respect to facilities operated by our wholly-owned subsidiary, KinpakKINPAK Inc. (“Kinpak”), anticipated demand for antifreeze products in the third and fourth quarters of 2018, our ability to provide required capital to support inventory levels, the effect of price increases in raw materials that are petroleum or chemical based or commodity chemicals on our margins, our ability to renew or replace our revolving line of credit facility, and the sufficiency of funds provided through operations and existing sources of financing to satisfy our cash requirements constitute forward-looking statements. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “believe,” “may,” “will,” “expect,” “anticipate,” “intend,” or “could,” including the negative or other variations thereof or comparable terminology, are intended to identify forward-looking statements. These statements involveare subject to known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. Factors that may affect these results include, but are not limited to, the highly competitive nature of our industry; reliance on certain key customers; changes in consumer demand for marine, recreational vehicle and automotive products; expenditures on, and the effectiveness of our advertising and promotional efforts; unanticipated difficulties in negotiations relating to a renewal or replacement of our revolving credit agreement;adverse weather conditions; unanticipated litigation developments; exposure to market risks relating to changes in interest rates, foreign currency exchange rates and prices for raw materials that are petroleum or chemical based, and other factors addressed in Part I, Item 1A (“Risk Factors”) in our annual report on Form 10-K for the year ended December 31, 2017.2018.

 

Overview:

 

We are engaged in the manufacture, marketing and distribution of a broad line of appearance, performance, and maintenance products for the marine, automotive, power sports, recreational vehicle and outdoor power equipment markets, under the Star brite® and other trademarks within the United States and Canada. In addition, we produce private label formulations of many of our products for various customers and provide custom blending and packaging services for these and other products.  We also manufacture, market and distribute a line of products including disinfectants, sanitizerschlorine dioxide-based deodorizing, disinfectant and deodorizers.sanitizing products. We sell our products through national retailers and to national and regional distributors. In addition, we sell products to two companies affiliated with Peter G. Dornau, our Chairman, President and Chief Executive Officer; these companies distribute the products outside of the United States and Canada.

 

We are nearing completion ofhave been engaged in a project involving the expansion of Kinpak’s manufacturing, warehouse and distribution facilities in Montgomery, Alabama.Alabama, as well as the purchase and installation of associated machinery and equipment (the “Expansion Project”). The remaining work on the Expansion Project involves the purchase and installation of additional equipment. We are conducting operations in the expanded facilities. At June 30, 2018,2019, we have spent an aggregate of approximately $5.8$6.1 million, and the total cost of the project is estimated to be approximately $6.7 million.

 

PursuantWe have enhanced our manufacturing efficiencies at Kinpak, with an additional new high speed filling line which allowed us to an asset acquisition agreement datedreduce man power accordingly. This improvement became effective in late July 13, 2018, we acquired assets of Snappy Marine, Inc., a Florida corporation (“Snappy Marine”) that has marketed and distributed Snappy Teak – NU®, a cleaning product for teak decks on boats. The assets include, among other things, specified intellectual property, marketing, sales and distribution contracts, and limited quantities of inventory and raw materials. See Note 14 to the condensed consolidated financial statements included in this report for additional information. For a number of years prior to the transaction, we manufactured and blended components of Snappy Teak – NU® Snappy Marine.2019.

 

Critical accounting estimates:

 

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Critical Accounting Estimates” in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 20172018 for information regarding our critical accounting estimates.

 


Results of Operations:

 

Three Months Ended June 30, 20182019 Compared to the Three Months Ended June 30, 20172018

 

The following table provides a summary of our financial results for the three months ended June 30, 20182019 and 2017:2018:

 

  For The Three Months Ended
June 30,
 
        Percent  Percentage of Net Sales 
  2018  2017  Change  2018  2017 
Net sales $11,398,539  $9,622,442   18.5%  100.0%  100.0%
Cost of goods sold  6,744,504   5,565,852   21.2%  59.2%  57.8%
Gross profit  4,654,035   4,056,590   14.7%  40.8%  42.2%
Advertising and promotion  893,744   672,335   32.9%  7.8%  7.0%
Selling and administrative  2,289,070   1,983,838   15.4%  20.1%  20.6%
Operating income  1,471,221   1,400,417   5.1%  12.9%  14.6%
Interest, net (expense)  (33,670)  (942)  N/A   0.3%  0.0%
Provision for income taxes  (316,200)  (446,963)  (29.3)%  2.8%  4.6%
Net income $1,121,351  $952,512   17.7%  9.8%  9.9%

14

  For The Three Months Ended
June 30,
 
        Percent  Percentage of Net Sales 
  2019  2018  Change  2019  2018 
Net sales $10,944,697  $11,398,539   (4.0)%  100.0%  100.0%
Cost of goods sold  6,427,584   6,744,504   (4.7)%  58.7%  59.2%
Gross profit  4,517,113   4,654,035   (2.9)%  41.3%  40.8%
Advertising and promotion  975,361   893,744   9.1%  8.9%  7.8%
Selling and administrative  2,212,216   2,289,070   (3.4)%  20.2%  20.1%
Operating income  1,329,536   1,471,221   (9.6)%  12.1%  12.9%
Interest, net (expense)  (35,410)  (33,670)  5.2%  0.3%  0.3%
Provision for income taxes  (284,558)  (316,200)  (10.0)%  2.6%  2.8%
Net income $1,009,568  $1,121,351   (10.0)%  9.2%  9.8%

 

Net sales for the three months ended June 30, 2018 increased2019 decreased by approximately $1,776,000,$454,000, or 18.5%4.0%, as compared to the three months ended June 30, 2017. The increase2018. We believe the decrease in net sales is principally a resultreflects adverse weather conditions in some regions of increased sales of Star brite® branded marine products and increased private label sales to large national retailers.the United States, which curtailed boating activity in those regions.

 

Cost of goods soldincreased decreased by approximately $1,179,000,$317,000, or 21.2%4.7%, during the three months ended June 30, 2018,2019, as compared to the three months ended June 30, 2017.2018.  The increasedecrease in cost of goods sold is primarily a result of higherlower sales volume. To a lesser extent, the increase reflects greater overtime compensation paid to employees in order to accommodate the higher level of sales, as well as other increased manufacturing costs.

 

Gross profit increaseddecreased by approximately $597,000$137,000 for the three months ended June 30, 2018,2019, as compared to the same period in 2017.three months ended June 30, 2019. Gross profit increaseddecreased due to our higherlower sales volumes.volume, partially offset by a more favorable sales mix. As a percentage of net sales, gross profit was approximately 40.8%41.3% and 42.2%40.8% for the three month periods ended June 30, 2019 and 2018, and 2017, respectively. The decrease in gross profit as a percentage of net sales is principally due to our sales mix which included a greater proportion of lower margin private label sales, and to volume discounts we provided to a large customer based on the volume of the customer’s purchases of Star brite® branded products during the second quarter of 2018. The decrease in gross profit as a percentage of net sales also reflected the factors addressed in the discussion of cost of goods sold above.

 

Advertising and promotion expensesincreased by approximately $221,000,$82,000, or 32.9%9.1%, during the three months ended June 30, 2018,2019, as compared to the same period in 2017.three months ended June 30, 2018.    The increase in advertising and promotional expenses is principallyprimarily a result of increased internet magazine,advertising and television advertising, as well as greaterincreased cooperative advertising with certain customers.key customers, partially offset by lower magazine advertising expenses. As a percentage of net sales, advertising and promotion expenses increased to 8.9% for the three months ended June 30, 2019, from 7.8% for the three months ended June 30, 2018, from 7.0% for the same period in 2017.2018.  

 

Selling and administrative expenses increaseddecreased by approximately $305,000,$77,000, or 15.4%3.4%, during the three months ending June 30, 2018,2019, as compared to the same period in 2017.three months ended June 30, 2018. The increasedecrease in selling and administrative expenses is principally a result of higher employee compensation, higherlower sales commissions due to increaseddecreased sales and a decreased proportion of sales to accounts for which we utilize external sales representatives, as well as lower employee compensation and a decrease in our provision for bad debts, partially offset by an increase in noncash expenses, principally reflecting an increase in deferred taxamortization expense and in depreciation and amortization expense.related to intangible assets acquired from Snappy Marine, Inc. (“Snappy Marine”) on July 13, 2018. As a percentage of net sales, selling and administrative expenses decreasedincreased to 20.2% for the three months ended June 30, 2019, from 20.1% for the three months ended June 30, 2018, from 20.6% for the same period in 20172018. 

 

Interest, net (expense)Interest expense for the three months ended June 30, 20182019 increased by approximately $33,000,$2,000 or 5.2%, as compared to the three months ended June 30, 2017. The increase principally results from interest incurred with respect to our obligations under the industrial development bond financing related to the expansion of Kinpak’s manufacturing, warehouse and distribution facilities.2018.

 

Provision for income taxes Our income tax provision for the three months ended June 30, 2019 was approximately $284,000, or 22.0% of our pretax income. For the three months ended June 30, 2018 the provision was approximately $316,000, or 22.0% of our pretax income, compared to approximately $447,000, or 31.9% of pretax income, for the same period in 2017. The lower 2018 tax rate reflects the reduction of our U.S. corporate income tax rate from 34% to 21% under the Tax Cuts and Jobs Act.income.  


Six Months Ended June 30, 20182019 Compared to the Six Months Ended June 30, 20172018

 

The following table provides a summary of our financial results for the six months ended June 30, 20182019 and 2017:2018:

 

 For The Six Months Ended
June 30,
  For The Six Months Ended
June 30,
 
     Percent Percentage of Net Sales       Percent  Percentage of Net Sales 
 2018 2017 Change 2018 2017  2019  2018  Change  2019  2018 
Net sales $19,782,752  $17,842,996   10.9%  100.0%  100.0% $20,025,814  $19,782,752   1.2%  100.0%  100.0%
Cost of goods sold  12,150,621   10,809,695   12.4%  61.4%  60.6%  12,087,722   12,150,621   (0.5)%  60.4%  61.4%
Gross profit  7,632,131   7,033,301   8.5%  38.6%  39.4%  7,938,092   7,632,131   4.0%  39.6%  38.6%
Advertising and promotion  1,645,144   1,362,687   20.7%  8.3%  7.6%  1,741,671   1,645,144   5.9%  8.7%  8.3%
Selling and administrative  3,843,847   3,527,861   9.0%  19.4%  19.8%  3,912,609   3,843,847   1.8%  19.5%  19.4%
Operating income  

2,143,140

   2,142,753   0.0%  10.8%  12.0%  2,283,812   2,143,140   6.6%  11.4%  10.8%
Interest, net (expense)  (26,284)  (2,890)  809.5%  0.1%  0.0%  (65,237)  (26,284)  148.2%  0.3%  0.1%
Provision for income taxes  (472,125)  (683,427)  (30.9)%  2.4%  3.8%  (493,837)  (472,125)  4.6%  2.5%  2.4%
Net income $1,644,731  $1,456,436   12.9%  8.3%  8.2% $1,724,738  $1,644,731   4.9%  8.6%  8.3%

 

Net salesfor the six months ended June 30, 20182019 increased by approximately $1,940,000,$243,062, or 10.9%1.2%, as compared to the six months ended June 30, 2017.2018. The increase primarily reflects higher sales of Star brite® branded products and increased private label sales to large national retailers.retailers, partially offset by decreased sales of the Company’s lower margin products.

 

15

Cost of goods sold increaseddecreased by approximately $1,341,000,$63,000, or 12.4%0.5%, during the six months ended June 30, 20182019 as compared to the same period in 2017.  The increase in cost of goods sold is principally a result of highersix months ended June 30, 2018, reflecting the more favorable sales volume and, to a lesser extent, increased manufacturing costs.mix described above.

 

Gross profit increased by approximately $599,000,$306,000, or 8.5%4.0%, during the six months ended June 30, 20182019 as compared to the same period in 2017.six months ended June 30, 2018. Gross profit increased due to higher sales volume.volume and a more favorable product mix. As a percentage of net sales, gross profit was approximately 38.6%39.6% and 39.4%38.6% for the six month periods ended June 30, 2019 and 2018, respectively. 

Advertising and 2017, respectively. The change in gross profit percentagepromotion expenses increased by approximately $97,000, or 5.9%, during the six months ended June 30, 20182019, as compared to the six months ended June 30, 2017 is primarily a result of our sales mix, which included an increased proportion of private label sales.

Advertising and promotion expenses increased by approximately $282,000, or 20.7%, during the six months ended June 30, 2018, as compared to the same period in 2017.2018. The increase is principally a result of increased internet magazine,advertising, marketing expenses, and television advertising, as well as greater cooperative advertising with certain customers.key customers, partially offset by lower magazine advertising expenses. As a percentage of net sales, advertising and promotion expenses increased to approximately 8.7% for the six months ended June 30, 2019, from 8.3% for the six months ended June 30, 2018, from 7.6% for the same period in 2017.2018.

 

Selling and administrative expenses increased by approximately $316,000,$69,000, or 9.0%1.8%, during the six months ended June 30, 2018,2019, as compared to the same period in 2017.six months ended June 30, 2018. The increase in selling and administrative expenses is principally a result of higherincreased employee compensation due to increased headcountpayroll and higher salaries, higher sales commissions as a result of increased sales,benefits, professional services for information technology and an increase in noncash expenses, principally reflecting an increaseamortization expense related to intangible assets we acquired from Snappy Marine, Inc. (“Snappy Marine”) on July 13, 2018, partially offset by a decrease in deferred tax expense and in depreciation and amortization expense.the Company’s provision for bad debts. As a percentage of net sales, selling and administrative expenses decreasedincreased to 19.5% for the six months ended June 30, 2019, from 19.4% for the six months ended June 30, 2018, from 19.8% for the same period in 2017.2018. 

 

Interest, net (expense) –Interest expense for the six months ended June 30, 20182019 increased by approximately $23,000,$39,000, as compared to the six months ended June 30, 2017.2018. The increase principally results from interest incurred with respect to our obligations under the industrial development bond financing relating to the Expansion Project. Because construction was ongoing during the three months ended March 31, 2018, interest related to the expansion of Kinpak’s manufacturing, warehouse and distribution facilities.industrial development bond financing was capitalized rather than charged to interest expense.

 

Provision for income taxes – Our income tax provision for the six months ended June 30, 20182019 was approximately $472,000,$494,000, or 22.3% of our pretax income, compared to approximately $683,000,$472,000, or 31.9%22.3% of pretax income, for the same period in 2017. The lower 2018 tax rate reflects the reduction of our U.S. corporate income tax rate from 34% to 21% under the Tax Cuts and Jobs Act.six months ended June 30, 2018.

 

16


Liquidity and capital resources:

 

Our cash balance was approximately $923,000$1,111,000 at June 30, 2018 compared to2019 and approximately $2,418,000$1,401,000 at December 31, 2017.2018. In addition, we had restricted cash of approximately $2,765,000 and $2,747,000$2,176,000 at June 30, 20182019 and $2,333,000 at December 31, 2017, respectively.2018. The restricted cash constitutes amounts held in a custodial account that are to be used from time to time to fund additional capital expenditures in connection with the expansion of Kinpak’s manufacturing, warehouse and distribution facilities.Expansion Project. See Note 78 to the condensed consolidated financial statements included in this report for additional information.

 

The following table summarizes our cash flows for the six months ended June 30, 20182019 and 2017:2018:

 

  

Six Months Ended

June 30,

 
  2018  2017 
Net cash (used in) provided by operating activities $(975,115) $118,015 
Net cash used in investing activities  (916,096)  (2.533,577)
Net cash provided by (used in) financing activities  414,096   (780,760)
Effect of exchange rate fluctuations on cash  (398)  (6,053)
Net decrease in cash and restricted cash $(1,477,513) $(3,202,375)
  

Six Months Ended

June 30,

 
  2019  2018 
Net cash  provided by (used in) operating activities $259,139  $(975,115)
Net cash used in investing activities  (429,264)  (916,096)
Net cash (used in) provided by financing activities  (277,268)  414,096 
Effect of exchange rate fluctuations on cash  859   (398)
Net decrease  in cash and restricted cash $(446,534) $(1,477,513)

 

Net cash usedprovided by operating activities for the six months ended June 30, 20182019 was approximately $975,000, as compared to$259,000, and net cash provided byused in operating activities ofwas approximately $118,000$975,000 for the six months ended June 30, 2017.2018. The change is due principally to a result of thelower increase in our trade accounts receivable during the 2018 period,six months ended June 30, 2019 as compared to the six months ended June 30, 2018. In addition, during the six months ended June 30, 2019 inventories decreased while inventories increased during the six months ended June 30, 2018. The changes to trade accounts receivable and inventories were partially offset by an increase in net income plus noncash expenses andother changes in other components of working capital.

 

Net trade accounts receivable at June 30, 20182019 aggregated approximately $9,072,000,$8,554,000, an increase of approximately $4,108,000$2,895,000, or 82.8%51.2%, as compared to approximately $4,964,000$5,659,000 in net trade accounts receivable outstanding at December 31, 2017.2018.  The increase is principally a resultreflects the timing of sales during the second quarter of 2018 and a changepayments in accordance with applicable payment terms to our largest customer from 30 days to 90 days, which became effective in February 2018. See Note 13 to the condensed consolidated financial statements included in this report for additional information regarding our largest customers.terms. Receivables due from affiliated companies aggregated approximately $888,000$940,000 at June 30, 2018,2019, a decrease of approximately $696,000,$106,000, or 43.9%10.1%, from receivables due from affiliated companies of approximately $1,584,000$1,046,000 at December 31, 2017. The2018.

Inventories, net were approximately $11,683,000 and $12,086,000 at June 30, 2019 and December 31, 2018, respectively, representing a decrease reflects payments to us by the affiliated companiesin inventories, net of approximately $403,000, or 3.3%, during the six months ended June 30, 2018.

Inventories, net were approximately $10,134,000 and $9,074,000 at June 30, 2018 and December 31, 2017, respectively, representing an increase of approximately $1,060,000 or 11.7% during the six months ended June 30, 2017. The 2018 increase in inventories reflects anticipated demand for antifreeze products in the third and fourth quarters of 2018.2019.

 

Net cash used in investing activities for the six months ended June 30, 20182019 decreased by approximately $1,617,000$487,000 or 63.8%53.1%, as compared to the six months ended June 30, 2017. Expenditures in both periods are primarily attributable to2018. The decrease reflects a lower amount of expenditures on the expenditures related toExpansion Project, as most of the expansion of Kinpak’s manufacturing, warehouse and distribution facilities in Montgomery, Alabama.work on the project is completed. See “Overview” above for additional information.

 

Net cash provided byused in financing activities for the six months ended June 30, 20182019 was approximately $414,000, as compared to$277,000, while net cash used inprovided by financing activities of approximately $781,000 during the six months ended June 30, 2017.2018 was approximately $414,000. The principal reason for the change is that net borrowings on the credit line were $700,000 lower for the six months June 30, 2019 as compared to the six months ended June 30, 2018. The increase in cash provided by financing activities reflects $1,100,000 of borrowings under our revolving line of creditused during the six months ended June 30, 2019 as compared to the six months ended June 30, 2018 period; there were no such borrowings inis also a result of higher debt payments, partially offset by a lower dividend payment and proceeds from the 2017 period. In both periods, we paid dividends and made payments on long term debt.exercise of stock options.

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See Notes 67 and 78 to the condensed consolidated financial statements included in this report for information concerning our principal credit facilities, consisting of Kinpak’s obligations relating to an industrial development bond financing, the payment of which we have guaranteed, and a revolving line of credit. At June 30, 20182019 and December 31, 2017,2018, we had outstanding balances of approximately $4,343,000$4,099,000 and $4,463,000,$4,222,000, respectively, under Kinpak’s obligations relating to the industrial development bond financing, and borrowings of $1,100,000$400,000 and $0, respectively,no borrowings under our revolving credit facility,. respectively.

The loan agreement pertaining to our revolving credit facility, as amended, has a stated term that expires on August 31, 2021, although, as was the case with earlier revolving lines of credit provided to us in recent years, amounts outstanding are payable on demand. Nevertheless, the loan agreement pertaining to our revolving line of credit, as amended, contains various covenants, including financial covenants requiring a minimum fixed charge coverage ratio (generally, the ratio of (A) EBITDA (as definedthat are described in the agreement) for the four most recently completed fiscal quarters minus the sum of Company’s distributions to its shareholders, taxes paid and unfunded capital expenditures during such period to (B) current maturities of Company long-term debt (as defined in the agreement) as of the end of the most recent fiscal quarter plus scheduled interest expense incurred over the most recently completed four fiscal quarters) of 1.20 to 1, tested quarterly, and a maximum “debt to cap” ratio (generally, funded debt divided by the sum of net worth and funded debt) of 0.75 to 1 as of the end of each fiscal quarter. The agreement relatingNote 7 to the revolving line of credit generally defines “long term debt”  as  “debt instruments with a maturity principal due date of one year or morecondensed consolidated financial statements included in length,” including, among other listed contractual debt instruments, “revolving lines of credit” and “capital leases obligations.”this report.  At June 30, 2018, the Company was2019, we were in compliance with these financial covenants.covenants. The revolving credit facility is subject to several events of default, including a decline of the majority shareholder’s ownership below 50% of our outstanding shares.


Our guarantee of Kinpak’s obligations related to the industrial development bond financing effectively isare subject to substantiallyvarious covenants, including financial covenants that are described in Note 8 to the samecondensed consolidated financial statements included in this report. As of June 30, 2019, we were in compliance with these financial covenants.

 

In addition toconnection with our acquisition of assets of Snappy Marine, we issued a promissory note in the industrial development bond financingamount of $1,000,000, including interest (of the $1,000,000 amount of the promissory note, $930,528 was recorded as principal, and the revolving lineremaining $69,472, representing an imputed interest rate of credit,2.87% per annum, is being recorded as interest expense over the term of the note). As of June 30, 2019, we havehad an outstanding balance of $816,666 under the promissory note (including $769,762 recorded as principal and $46,904 to be recorded as interest expense over the remaining term of the note). We also obtained financing through capital leases for office equipment, totaling approximately $39,000$38,000 and $50,000$31,000 at June 30, 20182019 and December 31, 2017,2018, respectively.

The loan agreement pertaining to our revolving line of credit terminates on August 31, 2018. We are engaged in negotiations with our principal lending bank regarding our revolving credit facility, and expect to enter into an agreement with the bank for a renewal or replacement of the existing facility. However, we cannot assure that the negotiations will be successful.

 

Some of our assets and liabilities are denominated in Canadian dollars and are subject to currency exchange rate fluctuations. We do not engage in currency hedging and address currency risk as a pricing issue. For the six months ended June 30, 2018,2019, we recorded $3,844$2,010 in foreign currency translation adjustments (decreasing(increasing shareholders’ equity by $3,844)$2,010).

 

During the past few years, we have introduced a number of new products.  At times, new product introductions have required us to increase our overall inventory and have resulted in lower inventory turnover rates.  The effects of reduced inventory turnover have not been material to our overall operations.  We believe that all required capital to maintain such increases will continue to be provided by operations and if necessary, our current revolving line of credit or a renewal or replacement of the facility. However, as noted above, we cannot assure that we will be able to secure such a renewal or replacement of our revolving line of credit, which expires on August 31, 2018.

 

Many of the raw materials that we use in the manufacturing process are petroleum or chemical based and commodity chemicals that are subject to fluctuating prices. The nature of our business does not enable us to pass through the price increases to our national retailer customers and to our distributors as promptly as we experience increases in raw material costs. This may, at times, adversely affect our margins.

 

We believe that funds provided through operations and our revolving line of credit will be sufficient to satisfy our cash requirements over at least the next twelve months.

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Item 3.Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable

 

Item 4.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures:

 

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) at the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures as of the end of the period covered by this report are effective to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Exchange Act are (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) accumulated and communicated to the Company’s management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding the disclosure.

 

Change in Internal Controls over Financial Reporting:

 

No change in internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the Company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 


PART II - OTHER INFORMATION

 

Item 1A.Risk Factors

 

In addition to the information set forth in this report, you should carefully consider the factors discussed in Part I, Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017,2018, which could materially affect the Company’s business, financial condition or future results.

 

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Item 6.Exhibits

 

Exhibit No. Description
   
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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2018,2019, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of June 30, 20182019 and December 31, 2017,2018, (ii) Condensed Consolidated Statements of Operations for the three and six months ended June 30, 20182019 and 2017,2018, (iii) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 30, 20182019 and 2017;2018; (iv) Condensed Consolidated Statements of Shareholders’ Equity for the three and six months ended June 30, 2019 and 2018; (v) Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2019 and 2018 and 2017 and (v)(vi) Notes to Condensed Consolidated Financial Statements.

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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 Undersignedundersigned thereunto duly authorized.

 

 OCEAN BIO-CHEM, INC.
  
Dated: August 14, 20182019/s/ Peter G. Dornau
 Peter G. Dornau
 Chairman of the Board, President and
 Chief Executive Officer
  
Dated: August 14, 20182019/s/ Jeffrey S. Barocas
 Jeffrey S. Barocas
 Vice President and
 Chief Financial Officer

  

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