þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
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13-2578432
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification Number)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.06-2/3 per share
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Nasdaq Global Market
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(Check one): | Large accelerated filer þ | Accelerated filer o |
Non-accelerated filer o | Smaller reporting company o |
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·
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changes in laws or regulations affecting our operations;
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·
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changes in our business tactics or strategies;
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·
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acquisitions of new or complementary operations;
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·
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sales of any of our existing operations;
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·
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changing market forces or contingencies that necessitate, in our judgment, changes in our plans, strategy or tactics; and
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·
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fluctuations in the investment markets or interest rates, which might materially affect our operations or financial condition.
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
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Item 2.
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Properties
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Item 3.
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Legal Proceedings
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Item 4.
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Reserved.
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Item 5.
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Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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(a)
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Market Information.
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Quarterly Period
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High
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Low
|
||||||
Ended March 31, 2011
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$ | 37.52 | $ | 32.66 | ||||
Ended June 30, 2011
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43.78 | 36.02 | ||||||
Ended September 30, 2011
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46.65 | 35.05 | ||||||
Ended December 31, 2011
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42.32 | 34.75 |
Quarterly Period
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High
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Low
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||||||
Ended March 31, 2010
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$ | 24.97 | $ | 18.27 | ||||
Ended June 30, 2010
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26.80 | 23.38 | ||||||
Ended September 30, 2010
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30.87 | 23.99 | ||||||
Ended December 31, 2010
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33.91 | 29.16 |
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(b)
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Record Holders.
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(c)
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Dividends.
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(d)
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Securities Authorized for Issuance Under Equity Compensation Plans.
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(e)
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Performance Graph.
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Item 6.
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Selected Financial Data
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Year ended December 31,
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2011
(1)(2)
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2010
(1)(2)
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2009
(1)(2)
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2008
(1)(2)
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2007
(1)(2)
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|||||||||||||||
Statement of Operations Data
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||||||||||||||||||||
Net sales
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$ | 291,867 | $ | 255,071 | $ | 219,438 | $ | 232,050 | $ | 176,201 | ||||||||||
Earnings before income tax expense
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56,738 | 50,131 | 40,602 | 28,431 | 24,829 | |||||||||||||||
Income tax expense
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17,973 | 16,854 | 13,817 | 9,381 | 8,711 | |||||||||||||||
Net earnings
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38,765 | 33,277 | 26,785 | 19,050 | 16,118 | |||||||||||||||
Basic net earnings per common share
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$ | 1.36 | $ | 1.19 | $ | .98 | $ | .71 | $ | .61 | ||||||||||
Diluted net earnings per common share
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$ | 1.28 | $ | 1.12 | $ | .93 | $ | .67 | $ | .58 |
At December 31,
|
2011
|
2010
|
2009
|
2008
|
2007
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|||||||||||||||
Balance Sheet Data
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||||||||||||||||||||
Total assets
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$ | 271,717 | $ | 228,624 | $ | 187,813 | $ | 154,474 | $ | 154,424 | ||||||||||
Long-term debt (including current portion)
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1,410 | 4,914 | 6,783 | 9,531 | 24,777 | |||||||||||||||
Other long-term obligations
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2,788 | 2,575 | 1,825 | 1,609 | 1,529 | |||||||||||||||
Total stockholders’ equity
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232,009 | 187,467 | 147,143 | 114,506 | 93,080 | |||||||||||||||
Dividends per common share
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$ | .18 | $ | .15 | $ | .11 | $ | .07 | $ | .07 |
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(1)
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Includes the operating results, cash flows, and assets relating to the Chinook Acquisition from the date of acquisition (March 19, 2007) forward.
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(2)
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Includes the operating results, cash flows, and assets relating to the Akzo Nobel Acquisition from the date of acquisition (May 1, 2007) forward.
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Item 7.
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Management's Discussion and Analysis of Financial Condition and Results of Operations
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Business Segment Net Sales: | ||||||||||||
2011
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2010
|
2009
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||||||||||
Specialty Products
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$ | 47,851 | $ | 42,239 | $ | 36,368 | ||||||
Food, Pharma & Nutrition
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42,525 | 41,994 | 35,407 | |||||||||
Animal Nutrition & Health
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201,491 | 170,838 | 147,663 | |||||||||
Total
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$ | 291,867 | $ | 255,071 | $ | 219,438 |
Payments due by period
|
||||||||||||||||||||
Contractual Obligations
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Total
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Less than
1 year
|
1-3 years
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3-5 years
|
More than 5 years
|
|||||||||||||||
Long-term debt obligations
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$ | 1,410 | $ | 1,387 | $ | 23 | $ | - | $ | - | ||||||||||
Interest payment obligations (1)
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14 | 14 | - | - | - | |||||||||||||||
Operating lease obligations (2)
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1,788 | 756 | 581 | 268 | 183 | |||||||||||||||
Purchase obligations (3)
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10,410 | 10,410 | - | - | - | |||||||||||||||
Total
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$ | 13,622 | $ | 12,567 | $ | 604 | $ | 268 | $ | 183 |
(1)
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Includes interest payments on long-term debt obligations based on interest and foreign currency rates at December 31, 2011. It is assumed that there will be no prepayments of principal on the European Term Loan.
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(2)
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Principally includes obligations associated with future minimum non-cancelable operating lease obligations (including the headquarters office space entered into in 2002).
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(3)
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Principally includes open purchase orders with vendors for inventory not yet received or recorded on our balance sheet.
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Assets
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2011
|
2010
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||||||
Current assets:
|
||||||||
Cash and cash equivalents
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$ | 114,781 | $ | 77,253 | ||||
Accounts receivable, net of allowance for doubtful accounts of $58 and $122 at December 31, 2011 and 2010, respectively
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34,433 | 32,050 | ||||||
Inventories
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18,637 | 15,720 | ||||||
Prepaid expenses
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2,793 | 2,328 | ||||||
Prepaid income taxes
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4,142 | 1,199 | ||||||
Deferred income taxes
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556 | 552 | ||||||
Other current assets
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398 | 550 | ||||||
Total current assets
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175,740 | 129,652 | ||||||
Property, plant and equipment, net
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44,282 | 43,388 | ||||||
Goodwill
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28,515 | 28,515 | ||||||
Intangible assets with finite lives, net
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22,706 | 26,649 | ||||||
Other assets
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474 | 420 | ||||||
Total assets
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$ | 271,717 | $ | 228,624 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Current liabilities:
|
||||||||
Trade accounts payable
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$ | 11,526 | $ | 9,755 | ||||
Accrued expenses
|
8,395 | 9,250 | ||||||
Accrued compensation and other benefits
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4,328 | 4,710 | ||||||
Customer deposits and other deferred revenue
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40 | - | ||||||
Dividends payable
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5,237 | 4,311 | ||||||
Current portion of long-term debt
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1,387 | 1,482 | ||||||
Total current liabilities
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30,913 | 29,508 | ||||||
Long-term debt
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23 | 3,432 | ||||||
Deferred income taxes
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5,984 | 5,642 | ||||||
Other long-term obligations
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2,788 | 2,575 | ||||||
Total liabilities
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39,708 | 41,157 | ||||||
Commitments and contingencies (note 11)
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||||||||
Stockholders' equity:
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||||||||
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding
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- | - | ||||||
Common stock, $.0667 par value. Authorized 60,000,000 shares; 29,165,721 shares issued and outstanding at December 31, 2011 and 28,752,325 shares issued and outstanding at December 31, 2010
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1,944 | 1,917 | ||||||
Additional paid-in capital
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49,933 | 38,557 | ||||||
Retained earnings
|
181,070 | 147,542 | ||||||
Accumulated other comprehensive loss
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(938 | ) | (549 | ) | ||||
Total stockholders' equity
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232,009 | 187,467 | ||||||
Total liabilities and stockholders' equity
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$ | 271,717 | $ | 228,624 |
2011
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2010
|
2009
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||||||||||
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||||||||||
Net sales
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$ | 291,867 | $ | 255,071 | $ | 219,438 | ||||||
Cost of sales
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205,866 | 177,034 | 152,480 | |||||||||
Gross margin
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86,001 | 78,037 | 66,958 | |||||||||
Operating expenses:
|
||||||||||||
Selling expenses
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16,284 | 15,608 | 14,350 | |||||||||
Research and development expenses
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2,890 | 3,190 | 3,298 | |||||||||
General and administrative expenses
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10,602 | 9,469 | 8,651 | |||||||||
29,776 | 28,267 | 26,299 | ||||||||||
Earnings from operations
|
56,225 | 49,770 | 40,659 | |||||||||
Other expenses (income):
|
||||||||||||
Interest income
|
(184 | ) | (289 | ) | (107 | ) | ||||||
Interest expense
|
84 | 90 | 209 | |||||||||
Other, net
|
(413 | ) | (162 | ) | (45 | ) | ||||||
Earnings before income tax expense
|
56,738 | 50,131 | 40,602 | |||||||||
Income tax expense
|
17,973 | 16,854 | 13,817 | |||||||||
Net earnings
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$ | 38,765 | $ | 33,277 | $ | 26,785 | ||||||
Basic net earnings per common share
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$ | 1.36 | $ | 1.19 | $ | 0.98 | ||||||
Diluted net earnings per common share
|
$ | 1.28 | $ | 1.12 | $ | 0.93 |
2011
|
2010
|
2009
|
||||||||||
Net earnings
|
$ | 38,765 | $ | 33,277 | $ | 26,785 | ||||||
Other comprehensive income, net of tax:
|
||||||||||||
Net change in pension asset/liability, net of taxes of $48, $148, and $6 at December 31, 2011, 2010, and 2009, respectively
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86 | (277 | ) | (15 | ) | |||||||
Translation adjustments
|
(475 | ) | (425 | ) | 176 | |||||||
Other comprehensive income (loss)
|
(389 | ) | (702 | ) | 161 | |||||||
Comprehensive income
|
$ | 38,376 | $ | 32,575 | $ | 26,946 |
Accumulated
|
||||||||||||||||||||||||||||||||
Total
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Other
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Additional
|
||||||||||||||||||||||||||||||
Stockholders'
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Retained
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Comprehensive
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Common Stock
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Treasury Stock
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Paid-in
|
|||||||||||||||||||||||||||
Equity
|
Earnings
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Income (Loss)
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Shares
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Amount
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Shares
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Amount
|
Capital
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|||||||||||||||||||||||||
Balance - December 31, 2008
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$ | 114,506 | $ | 94,882 | $ | (8 | ) | 27,374,020 | $ | 1,824 | - | $ | - | $ | 17,808 | |||||||||||||||||
Net earnings
|
26,785 | 26,785 | - | - | - | - | - | - | ||||||||||||||||||||||||
Other comprehensive income (loss)
|
161 | - | 161 | - | - | - | - | - | ||||||||||||||||||||||||
Dividends ($.11 per share)
|
(3,091 | ) | (3,091 | ) | - | - | - | - | - | - | ||||||||||||||||||||||
Shares issued under employee benefit plans and other
|
430 | - | - | 24,413 | 2 | - | - | 428 | ||||||||||||||||||||||||
Shares and options issued under stock plans and an income tax benefit of $2,289
|
8,352 | - | - | 698,846 | 47 | - | - | 8,305 | ||||||||||||||||||||||||
Balance - December 31, 2009
|
147,143 | 118,576 | 153 | 28,097,279 | 1,873 | - | - | 26,541 | ||||||||||||||||||||||||
Net earnings
|
33,277 | 33,277 | - | - | - | - | - | - | ||||||||||||||||||||||||
Other comprehensive income (loss)
|
(702 | ) | - | (702 | ) | - | - | - | - | - | ||||||||||||||||||||||
Dividends ($.15 per share)
|
(4,311 | ) | (4,311 | ) | - | - | - | - | - | - | ||||||||||||||||||||||
Treasury shares purchased
|
(937 | ) | - | - | - | - | (29,143 | ) | (937 | ) | - | |||||||||||||||||||||
Shares issued under employee benefit plans and other
|
431 | - | - | 17,065 | 1 | - | - | 430 | ||||||||||||||||||||||||
Shares and options issued under stock plans and an income tax benefit of $4,230
|
12,566 | - | - | 637,981 | 43 | 29,143 | 937 | 11,586 | ||||||||||||||||||||||||
Balance - December 31, 2010
|
187,467 | 147,542 | (549 | ) | 28,752,325 | 1,917 | - | - | 38,557 | |||||||||||||||||||||||
Net earnings
|
38,765 | 38,765 | - | - | - | - | - | - | ||||||||||||||||||||||||
Other comprehensive income (loss)
|
(389 | ) | - | (389 | ) | - | - | - | - | - | ||||||||||||||||||||||
Dividends ($.18 per share)
|
(5,237 | ) | (5,237 | ) | - | - | - | - | - | - | ||||||||||||||||||||||
Treasury shares purchased
|
(109 | ) | - | - | - | - | (19,545 | ) | (109 | ) | - | |||||||||||||||||||||
Shares issued under employee benefit plans and other
|
475 | - | - | 10,962 | 1 | 1,280 | 51 | 423 | ||||||||||||||||||||||||
Shares and options issued under stock plans and an income tax benefit of $2,894
|
11,037 | - | - | 402,434 | 26 | 18,265 | 58 | 10,953 | ||||||||||||||||||||||||
Balance - December 31, 2011
|
$ | 232,009 | $ | 181,070 | $ | (938 | ) | 29,165,721 | $ | 1,944 | - | $ | - | $ | 49,933 |
2011
|
2010
|
2009
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net earnings
|
$ | 38,765 | $ | 33,277 | $ | 26,785 | ||||||
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
9,291 | 8,559 | 8,130 | |||||||||
Stock compensation expense
|
3,692 | 3,992 | 3,076 | |||||||||
Shares issued under employee benefit plans
|
475 | 431 | 430 | |||||||||
Deferred income tax expense
|
307 | (669 | ) | (1,216 | ) | |||||||
(Recovery of) provision for doubtful accounts
|
(27 | ) | (225 | ) | 305 | |||||||
Foreign currency transaction loss (gain)
|
197 | (25 | ) | 36 | ||||||||
Gain on sale of a product line
|
- | (931 | ) | - | ||||||||
Loss on impairment of assets
|
94 | 311 | - | |||||||||
Other
|
(57 | ) | - | (8 | ) | |||||||
Changes in assets and liabilities
|
||||||||||||
Accounts receivable
|
(2,697 | ) | (2,744 | ) | 862 | |||||||
Inventories
|
(3,009 | ) | (1,863 | ) | 2,656 | |||||||
Prepaid expenses and other current assets
|
(339 | ) | 43 | 1,776 | ||||||||
Accounts payable and accrued expenses
|
739 | 2,645 | 4,037 | |||||||||
Income taxes
|
(2,924 | ) | (4,091 | ) | 1,009 | |||||||
Customer deposits and other deferred revenue
|
40 | - | - | |||||||||
Other
|
355 | 320 | 194 | |||||||||
Net cash provided by operating activities
|
44,902 | 39,030 | 48,072 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Proceeds from sale of a product line
|
- | 1,125 | - | |||||||||
Acquisition of a business
|
- | (4,661 | ) | - | ||||||||
Capital expenditures
|
(6,612 | ) | (7,557 | ) | (3,429 | ) | ||||||
Proceeds from sale of property, plant and equipment
|
28 | - | - | |||||||||
Intangible assets (acquired) disposed
|
(25 | ) | 44 | (215 | ) | |||||||
Net cash used in investing activities
|
(6,609 | ) | (11,049 | ) | (3,644 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from long-term debt
|
- | 97 | - | |||||||||
Principal payments on long-term debt
|
(3,557 | ) | (1,458 | ) | (2,844 | ) | ||||||
Proceeds from short-term obligations
|
- | - | 701 | |||||||||
Repayments of short-term obligations
|
- | - | (2,657 | ) | ||||||||
Proceeds from stock options exercised and restricted shares purchased
|
4,451 | 4,343 | 2,988 | |||||||||
Excess tax benefits from stock compensation
|
2,894 | 4,230 | 2,289 | |||||||||
Dividends paid
|
(4,311 | ) | (3,091 | ) | (2,008 | ) | ||||||
Purchase of treasury stock
|
(109 | ) | (937 | ) | - | |||||||
Net cash (used in) provided by financing activities
|
(632 | ) | 3,184 | (1,531 | ) | |||||||
Effect of exchange rate changes on cash
|
(133 | ) | (344 | ) | 113 | |||||||
Increase in cash and cash equivalents
|
37,528 | 30,821 | 43,010 | |||||||||
Cash and cash equivalents beginning of year
|
77,253 | 46,432 | 3,422 | |||||||||
Cash and cash equivalents end of year
|
$ | 114,781 | $ | 77,253 | $ | 46,432 |
Buildings
|
15-25
years
|
Equipment
|
3-12 years
|
2011
|
2010
|
|||||||
Specialty Products
|
$ | 7,160 | $ | 7,160 | ||||
Food, Pharma and Nutrition
|
8,393 | 8,393 | ||||||
Animal Nutrition and Health
|
12,962 | 12,962 | ||||||
Total
|
$ | 28,515 | $ | 28,515 |
Amortization Period | |
(in years)
|
|
Customer lists
|
10
|
Regulatory re-registration costs
|
10
|
Patents & trade secrets
|
15 - 17
|
Trademarks & trade names
|
17
|
Other
|
5 - 10
|
Increase/(Decrease) for the
Year Ended December 31,
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Cost of sales
|
$ | 582 | $ | 508 | $ | 365 | ||||||
Operating expenses
|
3,110 | 3,484 | 2,711 | |||||||||
Net earnings
|
(2,340 | ) | (2,449 | ) | (1,963 | ) |
Year Ended
|
||||||||||||
Weighted Average Assumptions:
|
December 31, 2011
|
December 31, 2010
|
December 31, 2009
|
|||||||||
Expected Volatility
|
36.3 | % | 39.5 | % | 46.9 | % | ||||||
Expected Term (in years)
|
4.5 | 4.3 | 3.8 | |||||||||
Risk-Free Interest Rate
|
1.4 | % | 1.1 | % | 1.8 | % | ||||||
Dividend Yield
|
0.5 | % | 0.6 | % | 0.5 | % |
2011
|
# of
Shares
(000s)
|
Weighted Average
Exercise Price
|
||||||
Outstanding at beginning of year
|
2,955 | $ | 14.21 | |||||
Granted
|
15 | 40.59 | ||||||
Exercised
|
(405 | ) | 10.98 | |||||
Forfeited
|
(51 | ) | 24.54 | |||||
Outstanding at end of year
|
2,514 | $ | 14.68 | |||||
Exercisable at end of year
|
2,157 | $ | 12.35 |
2010
|
# of
Shares
(000s)
|
Weighted Average
Exercise Price
|
||||||
Outstanding at beginning of year
|
3,286 | $ | 11.28 | |||||
Granted
|
291 | 32.13 | ||||||
Exercised
|
(616 | ) | 7.04 | |||||
Forfeited
|
(6 | ) | 17.83 | |||||
Outstanding at end of year
|
2,955 | $ | 14.21 | |||||
Exercisable at end of year
|
2,053 | $ | 10.53 |
2009
|
# of
Shares
(000s)
|
Weighted Average
Exercise Price
|
||||||
Outstanding at beginning of year
|
3,594 | $ | 9.21 | |||||
Granted
|
339 | 21.38 | ||||||
Exercised
|
(628 | ) | 4.79 | |||||
Forfeited
|
(19 | ) | 14.10 | |||||
Outstanding at end of year
|
3,286 | $ | 11.28 | |||||
Exercisable at end of year
|
2,255 | $ | 8.52 |
|
Year Ended
December 31,
|
|||||||||||
|
2011
|
2010
|
2009
|
|||||||||
Weighted-average fair value of options granted
|
$ | 12.37 | $ | 10.10 | $ | 7.74 | ||||||
Total intrinsic value of stock options exercised ($000s)
|
$ | 11,577 | $ | 12,821 | $ | 7,425 |
Options Outstanding |
Options Exercisable
|
||||||||||||||||||
Range of Exercise
Prices
|
Shares
Outstanding
(000s)
|
Weighted
Average
Remaining
Contractual
Term
|
Weighted
Average
Exercise
Price
|
Number
Exercisable
(000s)
|
Weighted
Average
Exercise
Price
|
||||||||||||||
$ | 4.51 - $17.28 | 1,915 |
4.6 years
|
$ | 10.90 | 1,915 | $ | 10.90 | |||||||||||
21.39 - 32.21 | 584 |
8.4 years
|
26.39 | 242 | 23.81 | ||||||||||||||
33.81 - 45.09 | 15 |
9.4 years
|
40.59 | - | - | ||||||||||||||
2,514 |
5.5 years
|
$ | 14.68 | 2,157 | $ | 12.35 |
Shares (000s)
|
Weighted Average Grant Date Fair
Value
|
|||||||
Non-vested balance as of December 31, 2010
|
363 | $ | 17.66 | |||||
Granted
|
15 | 41.34 | ||||||
Vested
|
(7 | ) | 12.41 | |||||
Forfeited
|
(17 | ) | 19.12 | |||||
Non-vested balance as of December 31, 2011
|
354 | $ | 18.77 |
Shares (000s)
|
Weighted Average Grant Date Fair
Value
|
|||||||
Non-vested balance as of December 31, 2009
|
418 | $ | 14.56 | |||||
Granted
|
51 | 32.26 | ||||||
Vested
|
(106 | ) | 12.47 | |||||
Forfeited
|
- | - | ||||||
Non-vested balance as of December 31, 2010
|
363 | $ | 17.66 |
Shares (000s)
|
Weighted Average Grant Date Fair
Value
|
|||||||
Non-vested balance as of December 31, 2008
|
347 | $ | 13.39 | |||||
Granted
|
71 | 21.34 | ||||||
Vested
|
- | - | ||||||
Forfeited
|
- | - | ||||||
Non-vested balance as of December 31, 2009
|
418 | $ | 14.56 |
2011
|
2010
|
|||||||
Raw materials
|
$ | 7,456 | $ | 7,114 | ||||
Work in progress
|
1,344 | 899 | ||||||
Finished goods
|
9,837 | 7,707 | ||||||
Total inventories
|
$ | 18,637 | $ | 15,720 |
2011
|
2010
|
|||||||
Land
|
$ | 1,971 | $ | 2,002 | ||||
Building
|
15,680 | 15,589 | ||||||
Equipment
|
66,584 | 58,018 | ||||||
Construction in progress
|
2,632 | 5,734 | ||||||
86,867 | 81,343 | |||||||
Less: Accumulated depreciation
|
42,585 | 37,955 | ||||||
Property, plant and equipment, net
|
$ | 44,282 | $ | 43,388 |
Amortization
Period
(In years)
|
2011
Gross
Carrying
Amount
|
2011
Accumulated Amortization
|
2010
Gross
Carrying
Amount
|
2010
Accumulated Amortization
|
||||||||||||||||
Customer lists
|
10 | $ | 37,142 | $ | 17,272 | $ | 37,142 | $ | 13,633 | |||||||||||
Regulatory re-registration costs
|
10 | 1,302 | 220 | 1,302 | 90 | |||||||||||||||
Patents & trade secrets
|
15-17 | 1,571 | 681 | 1,548 | 599 | |||||||||||||||
Trademarks & trade names
|
17 | 907 | 356 | 906 | 303 | |||||||||||||||
Other
|
5-10 | 754 | 441 | 753 | 377 | |||||||||||||||
|
$ | 41,676 | $ | 18,970 | $ | 41,651 | $ | 15,002 |
Payments due by period
|
||||||||||||||||||||||||
Total
|
Year 1
|
Year 2
|
Year 3
|
Year 4
|
Thereafter
|
|||||||||||||||||||
Long-term debt obligations
|
$ | 1,410 | $ | 1,387 | $ | 23 | $ | - | $ | - | $ | - |
2011
|
2010
|
2009
|
||||||||||
Current:
|
||||||||||||
Federal
|
$ | 16,096 | $ | 14,329 | $ | 11,922 | ||||||
Foreign
|
1,441 | 1,287 | 1,700 | |||||||||
State
|
131 | 1,906 | 1,425 | |||||||||
Deferred:
|
||||||||||||
Federal
|
177 | (803 | ) | (1,181 | ) | |||||||
Foreign
|
127 | 183 | 53 | |||||||||
State
|
1 | (48 | ) | (102 | ) | |||||||
Total income tax provision
|
$ | 17,973 | $ | 16,854 | $ | 13,817 |
2011
|
2010
|
2009
|
||||||||||
Income tax at Federal statutory rate
|
$ | 19,858 | $ | 17,546 | $ | 14,211 | ||||||
State income taxes, net of Federal income taxes
|
(207 | ) | 987 | 766 | ||||||||
Other
|
(1,678 | ) | (1,679 | ) | (1,160 | ) | ||||||
Total income tax provision
|
$ | 17,973 | $ | 16,854 | $ | 13,817 |
2011
|
2010
|
|||||||
Deferred tax assets:
|
||||||||
Inventories
|
$ | 396 | $ | 388 | ||||
Restricted stock and stock options
|
4,218 | 3,352 | ||||||
Other
|
773 | 774 | ||||||
Total deferred tax assets
|
5,387 | 4,514 | ||||||
Deferred tax liabilities:
|
||||||||
Customer list and goodwill amortization
|
$ | 2,952 | $ | 3,313 | ||||
Depreciation
|
6,471 | 4,855 | ||||||
Prepaid expense
|
574 | 642 | ||||||
Trade names and trademarks
|
157 | 171 | ||||||
Technology and trade secrets
|
176 | 192 | ||||||
Other
|
485 | 431 | ||||||
Total deferred tax liabilities
|
10,815 | 9,604 | ||||||
Net deferred tax liability
|
$ | 5,428 | $ | 5,090 |
2011
|
2010
|
2009
|
||||||||||
Balance at beginning of period
|
$ | 1,246 | $ | 972 | $ | 813 | ||||||
Increases for tax positions of prior years
|
397 | 97 | 73 | |||||||||
Decreases for tax positions of prior years
|
(168 | ) | (127 | ) | (131 | ) | ||||||
Increases for tax positions related to current year
|
546 | 304 | 217 | |||||||||
Balance at end of period
|
$ | 2,021 | $ | 1,246 | $ | 972 |
2011
|
Earnings
(Numerator)
|
Number of
Shares
(Denominator)
|
Per Share Amount
|
|||||||||
Basic EPS – Net earnings and weighted average common shares outstanding
|
$ | 38,765 | 28,574,623 | $ | 1.36 | |||||||
Effect of dilutive securities – stock options and restricted stock
|
1,669,837 | |||||||||||
Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock
|
$ | 38,765 | 30,244,460 | $ | 1.28 |
2010
|
Earnings
(Numerator)
|
Number of
Shares
(Denominator)
|
Per Share Amount
|
|||||||||
Basic EPS – Net earnings and weighted average common shares outstanding
|
$ | 33,277 | 27,964,348 | $ | 1.19 | |||||||
Effect of dilutive securities – stock options and restricted stock
|
1,656,317 | |||||||||||
Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock
|
$ | 33,277 | 29,620,665 | $ | 1.12 |
2009
|
Earnings
(Numerator)
|
Number of
Shares
(Denominator)
|
Per Share Amount
|
|||||||||
Basic EPS – Net earnings and weighted average common shares outstanding
|
$ | 26,785 | 27,420,091 | $ | .98 | |||||||
Effect of dilutive securities – stock options and restricted stock
|
1,454,303 | |||||||||||
Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock
|
$ | 26,785 | 28,874,394 | $ | .93 |
2011
|
2010
|
|||||||
Benefit obligation at beginning of year
|
$ | 1,296 | $ | 888 | ||||
Service cost with interest to end of year
|
38 | 35 | ||||||
Interest cost
|
41 | 45 | ||||||
Participant contributions
|
9 | 8 | ||||||
Benefits paid
|
(135 | ) | (82 | ) | ||||
Actuarial (gain) or loss
|
(171 | ) | 402 | |||||
Benefit obligation at end of year
|
$ | 1,078 | $ | 1,296 |
2011
|
2010
|
|||||||
Fair value of plan assets at beginning of year
|
$ | - | $ | - | ||||
Employer contributions
|
126 | 74 | ||||||
Participant contributions
|
9 | 8 | ||||||
Benefits paid
|
(135 | ) | (82 | ) | ||||
Fair value of plan assets at end of year
|
$ | - | $ | - |
2011
|
2010
|
|||||||
Accumulated postretirement benefit obligation
|
$ | (1,078 | ) | $ | (1,296 | ) | ||
Fair value of plan assets
|
- | - | ||||||
Funded status
|
(1,078 | ) | (1,296 | ) | ||||
Unrecognized prior service cost
|
N/A | N/A | ||||||
Unrecognized net (gain)/loss
|
N/A | N/A | ||||||
Net amount recognized in consolidated balance sheet (after ASC 715)
(included in other long-term obligations)
|
$ | 1,078 | $ | 1,296 | ||||
Accrued postretirement benefit cost
(included in other long-term obligations)
|
$ | N/A | $ | N/A |
2011
|
2010
|
2009
|
||||||||||
Service cost with interest to end of year
|
$ | 38 | $ | 35 | $ | 33 | ||||||
Interest cost
|
41 | 45 | 43 | |||||||||
Amortization of prior service cost
|
(18 | ) | (18 | ) | (19 | ) | ||||||
Amortization of gain
|
(4 | ) | (3 | ) | (3 | ) | ||||||
Total net periodic benefit cost
|
$ | 57 | $ | 59 | $ | 54 |
Year
|
||||
2012
|
$ | 13 | ||
2013
|
19 | |||
2014
|
15 | |||
2015
|
29 | |||
2016
|
47 | |||
Years 2017-2021
|
565 |
Year
|
||||
2012
|
$ | 756 | ||
2013
|
373 | |||
2014
|
208 | |||
2015
|
161 | |||
2016
|
107 | |||
Thereafter
|
183 | |||
Total minimum lease payments
|
$ | 1,788 |
2011
|
2010
|
2009
|
||||||||||
Specialty Products
|
$ | 47,851 | $ | 42,239 | $ | 36,368 | ||||||
Food, Pharma & Nutrition
|
42,525 | 41,994 | 35,407 | |||||||||
Animal Nutrition & Health
|
201,491 | 170,838 | 147,663 | |||||||||
Total
|
$ | 291,867 | $ | 255,071 | $ | 219,438 |
2011
|
2010
|
2009
|
||||||||||
Specialty Products
|
$ | 18,636 | $ | 15,944 | $ | 14,250 | ||||||
Food, Pharma & Nutrition
|
11,113 | 9,748 | 5,029 | |||||||||
Animal Nutrition & Health
|
26,476 | 24,078 | 21,380 | |||||||||
Interest and other income (expense)
|
513 | 361 | (57 | ) | ||||||||
Total
|
$ | 56,738 | $ | 50,131 | $ | 40,602 |
2011
|
2010
|
2009
|
||||||||||
Specialty Products
|
$ | 1,291 | $ | 1,071 | $ | 826 | ||||||
Food, Pharma & Nutrition
|
1,486 | 1,551 | 1,489 | |||||||||
Animal Nutrition & Health
|
6,514 | 5,937 | 5,815 | |||||||||
Total
|
$ | 9,291 | $ | 8,559 | $ | 8,130 |
2011
|
2010
|
2009
|
||||||||||
Specialty Products
|
$ | 25,618 | $ | 25,113 | $ | 19,235 | ||||||
Food, Pharma & Nutrition
|
17,319 | 17,930 | 19,044 | |||||||||
Animal Nutrition & Health
|
108,410 | 106,667 | 101,896 | |||||||||
Other Unallocated
|
120,370 | 78,914 | 47,638 | |||||||||
Total
|
$ | 271,717 | $ | 228,624 | $ | 187,813 |
2011
|
2010
|
2009
|
||||||||||
Specialty Products
|
$ | 1,034 | $ | 334 | $ | 286 | ||||||
Food, Pharma & Nutrition
|
403 | 1,390 | 639 | |||||||||
Animal Nutrition & Health
|
5,175 | 5,833 | 2,504 | |||||||||
Total
|
$ | 6,612 | $ | 7,557 | $ | 3,429 |
2011
|
2010
|
2009
|
||||||||||
United States
|
$ | 191,204 | $ | 170,949 | $ | 145,226 | ||||||
Foreign Countries
|
100,663 | 84,122 | 74,212 | |||||||||
Total
|
$ | 291,867 | $ | 255,071 | $ | 219,438 |
2011
|
2010
|
2009
|
||||||||||
United States
|
$ | 33,511 | $ | 32,754 | $ | 31,233 | ||||||
Italy
|
10,771 | 10,634 | 10,346 | |||||||||
Total
|
$ | 44,282 | $ | 43,388 | $ | 41,579 |
Cash paid during the year for: | ||||||||||||
2011
|
2010
|
2009
|
||||||||||
Income taxes
|
$ | 17,662 | $ | 17,348 | $ | 12,001 | ||||||
Interest
|
$ | 84 | $ | 111 | $ | 214 |
Cash paid during the year for acquisition of assets: | ||||||||||||
2011
|
2010
|
2009
|
||||||||||
Assets acquired
|
$ | - | $ | 7,313 | $ | - | ||||||
Less: liabilities assumed
|
- | (2,652 | ) | - | ||||||||
Cash paid for acquisitions
|
$ | - | $ | 4,661 | $ | - |
Non-cash financing activities: | ||||||||||||
2011
|
2010
|
2009
|
||||||||||
Dividends payable
|
$ | 5,237 | $ | 4,311 | $ | 3,091 |
2011
|
2010
|
|||||||||||||||||||||||||||||||
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
First Quarter
|
Second Quarter
|
Third Quarter
|
Fourth Quarter
|
|||||||||||||||||||||||||
Net sales
|
$ | 73,008 | $ | 74,687 | $ | 74,439 | $ | 69,733 | $ | 59,903 | $ | 61,458 | $ | 63,910 | $ | 69,800 | ||||||||||||||||
Gross profit
|
20,780 | 21,761 | 22,617 | 20,843 | 17,414 | 19,116 | 20,233 | 21,274 | ||||||||||||||||||||||||
Earnings before
income taxes
|
13,376 | 14,352 | 15,238 | 13,772 | 10,661 | 12,551 | 12,945 | 13,974 | ||||||||||||||||||||||||
Net earnings
|
8,912 | 9,572 | 10,785 | 9,496 | 7,029 | 8,339 | 8,493 | 9,416 | ||||||||||||||||||||||||
Basic net earnings per common share
|
$ | .31 | $ | .34 | $ | .38 | $ | .33 | $ | .25 | $ | .30 | $ | .30 | $ | .33 | ||||||||||||||||
Diluted net earnings per common share
|
$ | .30 | $ | .32 | $ | .36 | $ | .31 | $ | .24 | $ | .28 | $ | .29 | $ | .31 |
Description
|
Balance at Beginning of Year
|
Additions
Charged
(Credited) to Costs
and Expenses
|
Deductions
|
Balance at
End of Year
|
|||||||||||||
Year ended December 31, 2011
|
|||||||||||||||||
Allowance for doubtful accounts
|
$ | 122 | $ | (17 | ) | $ | (47 | ) |
(a)
|
$ | 58 | ||||||
Inventory reserve
|
159 | 64 | (91 | ) |
(a)
|
132 | |||||||||||
Year ended December 31, 2010
|
|||||||||||||||||
Allowance for doubtful accounts
|
$ | 357 | $ | (235 | ) | $ | - | $ | 122 | ||||||||
Inventory reserve
|
799 | 279 | (919 | ) |
(a)
|
159 | |||||||||||
Year ended December 31, 2009
|
|||||||||||||||||
Allowance for doubtful accounts
|
$ | 50 | $ | 313 | $ | (6 | ) |
(a)
|
$ | 357 | |||||||
Inventory reserve
|
94 | 924 | (219 | ) |
(a)
|
799 |
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A.
|
Controls and Procedures
|
Item 9B.
|
Other Information
|
Item 10.
|
Directors, Executive Officers of the Registrant, and Corporate Governance.
|
(a)
|
Directors of the Company.
|
(b)
|
Executive Officers of the Company.
|
(c)
|
Section 16(a) Beneficial Ownership Reporting Compliance.
|
(d)
|
Code of Ethics.
|
(e)
|
Corporate Governance.
|
Item 11.
|
Executive Compensation.
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
|
Item 13.
|
Certain Relationships and Related Transactions and Director Independence.
|
Item 14.
|
Principal Accountant Fees and Services.
|
Item 15.
|
Exhibits and Financial Statement Schedules.
|
1. |
Financial Statements
|
Form 10-K
Page Number
|
Report of Independent Registered Public Accounting Firm
|
25
|
|
Consolidated Balance Sheets as of December 31, 2011 and 2010
|
27
|
|
Consolidated Statements of Earnings for the
years ended December 31, 2011, 2010 and 2009
|
28
|
|
Consolidated Statements of Comprehensive Income
for the years ended December 31, 2011, 2010 and 2009
|
29
|
|
Consolidated Statements of Stockholders' Equity
for the years ended December 31, 2011, 2010 and 2009
|
30
|
|
Consolidated Statements of Cash Flows
for the years ended December 31, 2011, 2010 and 2009
|
31
|
|
Notes to Consolidated Financial Statements
|
32
|
|
2. |
Financial Statement Schedules
|
|
Schedule II – Valuation and Qualifying | ||
Accounts for the years ended December 31, 2011, 2010 and 2009
|
51
|
|
3. |
Exhibits
|
|
2.1
|
Sale and Purchase Agreement dated March 30, 2007, by and between Balchem B.V. and Akzo Nobel Chemicals S.p.A. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated March 30, 2007).
|
|
2.2
|
Asset Purchase Agreement dated March 16, 2007, by and between BCP Ingredients, Inc. and Chinook Global Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
3.1
|
Composite Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K dated March 16, 2006 for the year ended December 31, 2005).
|
|
3.2
|
Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on April 25, 2008).
|
|
3.3
|
Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on April 28, 2011).
|
|
3.4
|
Composite By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated January 2, 2008).
|
|
10.1
|
Tolling Agreement, dated March 16, 2007 between BCP Ingredients, Inc. and Chinook Global Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.2
|
Non-Competition Agreement, dated March 16, 2007 between BCP Ingredients, Inc. and Chinook Global Limited; Chinook Services, LLC; Chinook, LLC; Dean R. Lacy; Ronald Breen, and John N. Kennedy (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.3
|
Loan Agreement dated March 16, 2007 by and between Bank of America, N.A. and Balchem Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.4
|
Promissory Note (Term Loan) dated March 16, 2007 from Balchem Corporation to Bank of America, N.A (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.5
|
Promissory Note (Revolving Line of Credit) dated March 16, 2007 from Balchem Corporation to Bank of America, N.A. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.6
|
Guaranty dated March 16, 2007 from BCP Ingredients, Inc. to Bank of America, N.A. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.7
|
Incentive Stock Option Plan of the Company, as amended, (incorporated by reference to the Company’s Registration Statement on Form S-8, File No. 333-35910, dated October 25, 1996, and to Proxy Statement, dated April 22, 1998, for the Company's 1998 Annual Meeting of Stockholders (the “1998 Proxy Statement”)).*
|
|
10.8
|
Stock Option Plan for Directors of the Company, as amended (incorporated by reference to the Company’s Registration Statement on Form S-8, File No. 333-35912, dated October 25, 1996, and to the 1998 Proxy Statement).
|
|
10.9
|
Balchem Corporation Amended and Restated 1999 Stock Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).*
|
|
10.10
|
Balchem Corporation Second Amended and Restated 1999 Stock Plan, (incorporated by reference to the Company’s Registration Statement on Form S-8, File No. 333-155655, dated November 25, 2008, and to Proxy Statement, dated April 25, 2008, for the Company's 2008 Annual Meeting of Stockholders.*
|
|
10.11
|
Balchem Corporation 401(k)/Profit Sharing Plan, dated January 1, 1998 (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-8, File No. 333-118291, dated August 17, 2004).*
|
|
10.12
|
Employment Agreement, dated as of January 1, 2001, between the Company and Dino A. Rossi (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 (the “2001 10-K”)). *
|
|
10.13
|
Lease dated as of February 8, 2002 between Sunrise Park Realty, Inc. and Balchem Corporation (incorporated by reference to Exhibit 10.7 to the 2001 10-K).
|
|
10.14
|
Form of Restricted Stock Grant Agreement and Stock Option Agreement.
|
|
14.
|
Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K dated March 15, 2004 for the year ended December 31, 2003).
|
|
21.
|
Subsidiaries of Registrant.
|
|
23.1
|
Consent of McGladrey & Pullen, LLP, Independent Registered Public Accounting Firm.
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
|
|
32.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
32.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
Date: February 29, 2012
|
BALCHEM CORPORATION
|
|
By:/s/ Dino A. Rossi
|
||
Dino A. Rossi, Chairman, President, and
|
||
Chief Executive Officer
|
/s/ Dino A. Rossi
|
|
Dino A. Rossi, Chairman, President,
|
|
Chief Executive Officer, and Director (Principal Executive Officer)
|
|
Date: February 29, 2012
|
|
/s/ Francis J. Fitzpatrick
|
|
Francis J. Fitzpatrick, Chief Financial Officer
|
|
and Treasurer (Principal Financial Officer)
|
|
Date: February 29, 2012
|
|
/s/ William A. Backus
|
|
William A. Backus, Chief Accounting Officer
|
|
and Assistant Treasurer (Principal Accounting Officer)
|
|
Date: February 29, 2012
|
|
/s/ Paul D. Coombs
|
|
Paul D. Coombs, Director
|
|
Date: February 29, 2012
|
|
/s/ David B. Fischer
|
|
David B. Fischer, Director
|
|
Date: February 29, 2012
|
|
/s/ Edward L. McMillan
|
|
Edward L. McMillan, Director
|
|
Date: February 29, 2012
|
|
/s/ Perry W. Premdas
|
|
Perry W. Premdas, Director
|
|
Date: February 29, 2012
|
|
/s/ Dr. John Televantos
|
|
Dr. John Televantos, Director
|
|
Date: February 29, 2012
|
|
/s/ Dr. Elaine Wedral
|
|
Dr. Elaine Wedral, Director
|
|
Date: February 29, 2012
|
|
2.1
|
Sale and Purchase Agreement dated March 30, 2007, by and between Balchem B.V. and Akzo Nobel Chemicals S.p.A. (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated March 30, 2007).
|
|
2.2
|
Asset Purchase Agreement dated March 16, 2007, by and between BCP Ingredients, Inc. and Chinook Global Limited (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
3.1
|
Composite Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K dated March 16, 2006 for the year ended December 31, 2005).
|
|
3.2
|
Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on April 25, 2008).
|
|
3.3
|
Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Company’s definitive proxy statement on Schedule 14A filed with the Commission on April 28, 2011)
|
|
3.4
|
Composite By-laws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K dated January 2, 2008).
|
|
10.1
|
Tolling Agreement, dated March 16, 2007 between BCP Ingredients, Inc. and Chinook Global Limited (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.2
|
Non-Competition Agreement, dated March 16, 2007 between BCP Ingredients, Inc. and Chinook Global Limited; Chinook Services, LLC; Chinook, LLC; Dean R. Lacy; Ronald Breen, and John N. Kennedy (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.3
|
Loan Agreement dated March 16, 2007 by and between Bank of America, N.A. and Balchem Corporation (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.4
|
Promissory Note (Term Loan) dated March 16, 2007 from Balchem Corporation to Bank of America, N.A (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.5
|
Promissory Note (Revolving Line of Credit) dated March 16, 2007 from Balchem Corporation to Bank of America, N.A. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.6
|
Guaranty dated March 16, 2007 from BCP Ingredients, Inc. to Bank of America, N.A. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated March 16, 2007).
|
|
10.7
|
Incentive Stock Option Plan of the Company, as amended, (incorporated by reference to the Company’s Registration Statement on Form S-8, File No. 333-35910, dated October 25, 1996, and to Proxy Statement, dated April 22, 1998, for the Company's 1998 Annual Meeting of Stockholders (the “1998 Proxy Statement”)).*
|
|
10.8
|
Stock Option Plan for Directors of the Company, as amended (incorporated by reference to the Company’s Registration Statement on Form S-8, File No. 333-35912, dated October 25, 1996, and to the 1998 Proxy Statement).
|
|
10.9
|
Balchem Corporation Amended and Restated 1999 Stock Plan (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2003).*
|
|
10.10
|
Balchem Corporation Second Amended and Restated 1999 Stock Plan, (incorporated by reference to the Company’s Registration Statement on Form S-8, File No. No. 333-155655, dated November 25, 2008, and to Proxy Statement, dated April 25, 2008, for the Company's 2008 Annual Meeting of Stockholders.*
|
|
10.11
|
Balchem Corporation 401(k)/Profit Sharing Plan, dated January 1, 1998 (incorporated by reference to Exhibit 4 to the Company's Registration Statement on Form S-8, File No. 333-118291, dated August 17, 2004).*
|
|
10.12
|
Employment Agreement, dated as of January 1, 2001, between the Company and Dino A. Rossi (incorporated by reference to Exhibit 10.5 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2001 (the “2001 10-K”)). *
|
|
10.13
|
Lease dated as of February 8, 2002 between Sunrise Park Realty, Inc. and Balchem Corporation (incorporated by reference to Exhibit 10.7 to the 2001 10-K).
|
|
Form of Restricted Stock Grant Agreement and Stock Option Agreement.
|
|
14.
|
Code of Ethics for Senior Financial Officers (incorporated by reference to Exhibit 14 to the Company’s Annual Report on Form 10-K dated March 15, 2004 for the year ended December 31, 2003).
|
|
Subsidiaries of Registrant.
|
|
Consent of McGladrey & Pullen, LLP, Independent Registered Public Accounting Firm.
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
|
|
101.INS
|
XBRL Instance Document
|
|
101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
BALCHEM CORPORATION
|
||||
By:
|
||||
Dino A. Rossi, President & CEO
|
||||
GRANTEE:
|
||||
(Signature)
|
||||
Address:
|
||||
|
4.
|
Death, Disability, or Retirement of Optionee or Change of Control
.
|
|
7.
|
Conditions Precedent To Exercise of Option.
In the event that the exercise of the Option or the issuance and delivery of the shares hereunder shall be subject to, or shall require, any prior exchange listing, prior approval of the stockholders of the Corporation, or other prior condition or act, pursuant to the applicable laws, regulations or policies of any stock exchange, federal or local government or its agencies or representatives, and/or pursuant to the Plan, then the Option shall not be deemed to be exercisable under this Grant until such condition is satisfied. The Corporation shall not be liable in any manner to Optionee or any other party for any failure or delay by the Corporation on its part to fulfill any such condition, and any such failure or delay shall not extend the term of the Option.
|
BALCHEM CORPORATION
|
||
By:
|
||
Dino A. Rossi,
President & CEO
|
||
AGREED AND ACCEPTED:
|
||
OPTIONEE:
|
Subsidiaries of the Registrant
|
Jurisdiction of Organization
|
BCP Ingredients, Inc.
|
Delaware
|
Balchem BV
|
Netherlands
|
Balchem Trading BV
|
Netherlands
|
Balchem Italia Srl
|
Italy
|
Balchem Ltd.
|
Canada
|
Aberco, Inc.
|
Maryland
|
|
1.
|
I have reviewed this annual report on Form 10-K of Balchem Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 29, 2012
|
/s/ Dino A. Rossi
|
Dino A. Rossi, Chairman, President, and
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
1.
|
I have reviewed this annual report on Form 10-K of Balchem Corporation;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: February 29, 2012
|
/s/ Francis J. Fitzpatrick
|
Francis J. Fitzpatrick,
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer)
|
/s/ Dino A. Rossi
|
|
Dino A. Rossi
|
|
Chairman, President, and
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
February 29, 2012
|
/s/ Francis J. Fitzpatrick
|
|
Francis J. Fitzpatrick
|
|
Chief Financial Officer and Treasurer
|
|
(Principal Financial Officer)
|
|
February 29, 2012
|