FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

(Mark One)
 
☒
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For The Quarterly Period Ended June 30, 2015
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 1-13648
 
BALCHEM CORPORATION
(Exact name of registrant as specified in its charter)
Maryland
 
13-2578432
(State or other jurisdiction of incorporation or organization)
 
 (I.R.S. Employer Identification Number)

52 Sunrise Park Road, New Hampton, New York
10958
(Address of principal executive offices)
(Zip Code)

 
845-326-5600
 
Registrant’s telephone number, including area code:
 
Indicate by a 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 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 (§232.405 of this chapter) 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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☑
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐


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

As of July 31, 2015 the registrant had 31,470,457 shares of its Common Stock, $.06 2/3 par value, outstanding.
 
Part I. Financial Information
Item 1.  Financial Statements

BALCHEM CORPORATION
Condensed Consolidated Balance Sheets
(Dollars in thousands, except per share data)

Assets
 
June 30, 2015
(unaudited)
   
December 31,
2014
 
Current assets:
       
Cash and cash equivalents
 
$
72,243
   
$
50,287
 
Accounts receivable, net of allowance for doubtful accounts of $186 and $288 at June 30, 2015 and December 31, 2014
   
63,498
     
71,982
 
Inventories
   
47,882
     
49,623
 
Prepaid expenses
   
3,246
     
4,545
 
Prepaid income taxes
   
1,899
     
-
 
Deferred income taxes
   
1,413
     
1,390
 
Other current assets
   
3,296
     
3,475
 
Total current assets
   
193,477
     
181,302
 
                 
Property, plant and equipment, net
   
139,749
     
131,588
 
                 
Goodwill
   
383,906
     
383,906
 
Intangible assets with finite lives, net
   
147,752
     
160,394
 
Other assets
   
4,096
     
4,341
 
Total assets
 
$
868,980
   
$
861,531
 
                 
                 
Liabilities and Stockholders' Equity
               
Current liabilities:
               
Trade accounts payable
 
$
19,091
   
$
24,352
 
Accrued expenses
   
14,863
     
15,614
 
Accrued compensation and other benefits
   
5,066
     
9,137
 
Dividends payable
   
-
     
9,251
 
Income taxes payable
   
-
     
2,168
 
Current portion of long-term debt
   
35,000
     
35,000
 
Total current liabilities
   
74,020
     
95,522
 
                 
Long-term debt
   
280,000
     
297,500
 
Deferred income taxes
   
70,669
     
70,661
 
Other long-term obligations
   
6,073
     
5,950
 
Total liabilities
   
430,762
     
469,633
 
                 
Commitments and contingencies (note 14)
               
                 
Stockholders' equity:
               
   Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding
   
-
     
-
 
Common stock, $.0667 par value. Authorized 60,000,000 shares; 31,449,857 shares issued and outstanding at June 30, 2015 and 30,845,586 shares issued and outstanding at December 31, 2014
   
2,096
     
2,058
 
Additional paid-in capital
   
115,619
     
97,289
 
Retained earnings
   
325,290
     
295,202
 
Accumulated other comprehensive loss
   
(4,787
)
   
(2,651
)
Total stockholders' equity
   
438,218
     
391,898
 
                 
Total liabilities and stockholders' equity
 
$
868,980
   
$
861,531
 
 
See accompanying notes to condensed consolidated financial statements.
 
2
BALCHEM CORPORATION
Condensed Consolidated Statements of Earnings
(Dollars in thousands, except per share data)
(unaudited)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                 
Net sales
 
$
134,773
   
$
132,230
   
$
279,635
   
$
218,225
 
                                 
Cost of sales
   
92,906
     
99,895
     
194,638
     
162,675
 
                                 
Gross margin
   
41,867
     
32,335
     
84,997
     
55,550
 
                                 
Operating expenses:
                               
Selling expenses
   
11,367
     
8,552
     
23,153
     
12,741
 
Research and development expenses
   
1,492
     
1,119
     
2,940
     
1,892
 
General and administrative expenses
   
5,234
     
6,155
     
10,092
     
11,053
 
     
18,093
     
15,826
     
36,185
     
25,686
 
                                 
Earnings from operations
   
23,774
     
16,509
     
48,812
     
29,864
 
                                 
Other expenses (income):
                               
Interest income
   
(3
)
   
(13
)
   
(5
)
   
(59
)
Interest expense
   
1,594
     
1,315
     
3,475
     
1,316
 
Other, net
   
16
     
(84
)
   
90
     
(56
)
                                 
Earnings before income tax expense
   
22,167
     
15,291
     
45,252
     
28,663
 
                                 
Income tax expense
   
7,251
     
5,559
     
15,164
     
10,037
 
                                 
Net earnings
 
$
14,916
   
$
9,732
   
$
30,088
   
$
18,626
 
                                 
Net earnings per common share - basic
 
$
0.48
   
$
0.32
   
$
0.97
   
$
0.62
 
                                 
Net earnings per common share - diluted
 
$
0.47
   
$
0.31
   
$
0.95
   
$
0.60
 
 
See accompanying notes to condensed consolidated financial statements.
 
3
BALCHEM CORPORATION
Condensed Consolidated Statements of Comprehensive Income
(Dollars in thousands)
(unaudited)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
                 
Net earnings
 
$
14,916
   
$
9,732
   
$
30,088
   
$
18,626
 
                                 
Other comprehensive income (loss), net of tax:
                               
                                 
Net foreign currency translation adjustment
   
550
     
(176
)
   
(2,130
)
   
(194
)
                                 
Net change in postretirement benefit plan, net of taxes of $2 and $1 for the three months ended June 30, 2015 and 2014, and $3 and $2 for the six months ended June 30, 2015 and 2014.
   
(3
)
   
(2
)
   
(6
)
   
(4
)
                                 
Other comprehensive income (loss)
   
547
     
(178
)
   
(2,136
)
   
(198
)
                                 
Comprehensive income
 
$
15,463
   
$
9,554
   
$
27,952
   
$
18,428
 
 
See accompanying notes to condensed consolidated financial statements.
 
4
BALCHEM CORPORATION
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(unaudited)

   
Six Months Ended
June 30,
 
   
2015
   
2014
 
         
         
Cash flows from operating activities:
       
Net earnings
 
$
30,088
   
$
18,626
 
                 
Adjustments to reconcile net earnings to net cash provided by operating activities:
               
Depreciation and amortization
   
19,891
     
9,864
 
Stock compensation expense
   
2,684
     
2,348
 
Deferred income taxes
   
55
     
75
 
Provision for doubtful accounts
   
(106
)
   
68
 
Foreign currency transaction loss
   
60
     
7
 
Loss on disposal of assets
   
106
     
-
 
Changes in assets and liabilities
               
Accounts receivable
   
7,962
     
(9,397
)
Inventories
   
1,378
     
(256
)
Prepaid expenses and other current assets
   
1,396
     
215
 
Accounts payable and accrued expenses
   
(9,786
)
   
3,262
 
Income taxes
   
(4,046
)
   
2,552
 
Customer deposits and other deferred revenue
   
-
     
(35
)
Other
   
184
     
274
 
Net cash provided by operating activities
   
49,866
     
27,603
 
                 
Cash flows from investing activities:
               
Capital expenditures
   
(15,299
)
   
(3,504
)
Cash paid for acquisition, net of cash acquired
   
-
     
(491,057
)
Intangible assets acquired
   
(617
)
   
(41
)
Net cash used in investing activities
   
(15,916
)
   
(494,602
)
                 
Cash flows from financing activities:
               
Proceeds from long-term debt
   
-
     
350,000
 
Principal payments on long-term debt
   
(17,500
)
   
-
 
Proceeds from revolving loan
   
-
     
50,000
 
Principal payment on acquired debt
   
-
     
(75,550
)
Cash paid for financing costs
   
-
     
(2,543
)
Repayments of short-term obligations
   
-
     
(89
)
Proceeds from stock options exercised
   
9,920
     
2,881
 
Excess tax benefits from stock compensation
   
5,785
     
1,472
 
Dividends paid
   
(9,251
)
   
(7,856
)
Purchase of treasury stock
   
(21
)
   
(267
)
Net cash (used in) provided by financing activities
   
(11,067
)
   
318,048
 
                 
Effect of exchange rate changes on cash
   
(927
)
   
(82
)
                 
Increase (decrease) in cash and cash equivalents
   
21,956
     
(149,033
)
                 
Cash and cash equivalents beginning of period
   
50,287
     
208,747
 
Cash and cash equivalents end of period
 
$
72,243
   
$
59,714
 

Supplemental Cash Flow Information - see Note 11
 
See accompanying notes to condensed consolidated financial statements.
 
5
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(All dollar amounts in thousands, except share and per share data)

NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The condensed consolidated financial statements presented herein have been prepared by the Company in accordance with the accounting policies described in its December 31, 2014 consolidated financial statements, and should be read in conjunction with the consolidated financial statements and notes, which appear in the Annual Report on Form 10-K for the year ended December 31, 2014. References in this report to the “Company” mean either Balchem Corporation or Balchem Corporation and its subsidiaries, including  BCP Ingredients, Inc., Aberco, Inc., Balchem BV, Balchem Italia Srl, Performance Chemicals & Ingredients Company, SensoryEffects Powder Systems, Inc., SensoryEffects Cereal Systems, Inc., SensoryEffects Flavor Company, SensoryEffects International Sales, Inc., and SEPS Reading LLC, on a consolidated basis, as the context requires.

In the opinion of management, the unaudited condensed consolidated financial statements furnished in this Form 10-Q include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) governing interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934 and therefore do not include some information and notes necessary to conform to annual reporting requirements. Certain prior year amounts have been reclassified to conform to current year presentation. The results of operations for the three and six months ended June 30, 2015 are not necessarily indicative of the operating results expected for the full year or any interim period.

Retrospective Revision of Certain Prior Period Information
 
During the first quarter of fiscal year 2015, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed, and as a result, the Company changed its communication to external investors. Therefore, beginning in fiscal year 2015, we are reporting our financial performance based on our new segments described in Note 10 – Segment Information. We have retrospectively revised certain prior period amounts to conform to the way we internally manage and monitor segment performance during the current fiscal year. This change impacted Note 6 – Intangible Assets and Note 10 – Segment Information, with no impact on consolidated net income or cash flows.

During the first quarter of fiscal year 2015, the Company completed its review of the acquired tax balances associated with the SensoryEffects acquisition.  As a result, the following December 31, 2014 balances were retrospectively revised as follows: goodwill and deferred income taxes were increased by $260. The revision is measured as of the acquisition date and considers adjustments that would have been recognized had the deferred taxes been recorded as of the acquisition date. There was no impact on consolidated net income or cash flows. See Note 2.
 
6
NOTE 2—ACQUISITION OF PERFORMANCE CHEMICALS & INGREDIENTS COMPANY

On May 7, 2014, the Company acquired 100 percent (the “Acquisition”) of the outstanding common shares of Performance Chemicals & Ingredients Company (d/b/a SensoryEffects), a privately held supplier of customized food and ingredient systems, headquartered in St. Louis, Missouri. The Company made payments of approximately $569 million on the acquisition date, amounting to approximately $494 million to the former shareholders, including adjustments for working capital acquired, and approximately $75 million to SensoryEffects’ lenders to pay off all SensoryEffects bank debt. SensoryEffects is a leader in powder, solid and liquid flavor systems, creamer and specialty emulsified powders, cereal-based products and other functional ingredient food and beverage delivery systems. The Acquisition of SensoryEffects accelerates the Company’s growth into the health and wellness markets. SensoryEffects was merged with the Company’s Food, Pharma & Nutrition segment, strengthening its market leadership position, and the segment was renamed SensoryEffects.

The goodwill of $355,391 arising from the Acquisition consists largely of expected synergies, including the combined entities experience and technical problem solving capabilities, and acquired workforce. The goodwill is assigned to the SensoryEffects segment and approximately $20,466 is tax deductible for income tax purposes.

The following table summarizes the estimated fair values of the assets acquired and liabilities assumed.

       
Cash and cash equivalents
 
$
2,635
 
Accounts receivable
   
25,674
 
Inventories
   
32,000
 
Property, plant and equipment
   
75,850
 
Customer relationships
   
130,300
 
Trade names
   
31,100
 
Developed technology
   
3,200
 
Other assets
   
3,955
 
Indemnification asset
   
1,650
 
Trade accounts payable
   
(10,427
)
Accrued expenses
   
(6,326
)
Bank debt
(75,550
)
Deferred income taxes
   
(75,760
)
Goodwill
   
355,391
 
Amount paid to shareholders
493,692
SensoryEffects bank debt paid on purchase date
   
75,550
 
Total amount paid on acquisition date
 
$
569,242
 

Customer relationships are amortized over a 10-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade names and developed technology are amortized over 10 years and 5 years, respectively, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
 
7
The Company is indemnified for tax liabilities prior to the Acquisition date. The indemnification asset balance increased by $54 from January 1, 2015 to June 30, 2015 to $1,976.

The following unaudited pro forma information has been prepared as if the Acquisition had occurred on January 1, 2013.

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
                 
   
Net Sales
   
Net Earnings
   
Net Sales
   
Net Earnings
 
2015 SensoryEffects actual results included in the Company’s consolidated income statement
 
$
54,018
   
$
2,787
   
$
108,558
   
$
5,693
 
                                 
2015 Supplemental pro forma combined financial information
 
$
134,773
   
$
14,916
   
$
279,635
   
$
30,088
 
                                 
Basic earnings per share
         
$
0.48
           
$
0.97
 
Diluted earnings per share
         
$
0.47
           
$
0.95
 
                                 
2014 SensoryEffects actual results included in the Company’s consolidated income statement from May 7, 2014 through June 30, 2014
 
$
36,395
   
$
(457
)
 
$
36,395
   
$
(457
)
                                 
2014 Supplemental pro forma combined financial information
 
$
157,635
   
$
14,726
   
$
302,242
   
$
26,483
 
                                 
Basic earnings per share
         
$
0.49
           
$
0.88
 
Diluted earnings per share
         
$
0.47
           
$
0.85
 

2014 supplemental pro forma earnings for the three months ended June 30, 2014 exclude $14,944 of acquisition-related costs incurred and $4,735 of non-recurring expenses related to the fair value adjustment to acquisition-date inventory. 2014 supplemental pro forma earnings for the six months ended June 30, 2014 exclude $16,212 of acquisition-related costs incurred and $4,735 of non-recurring expenses related to the fair value adjustment to acquisition-date inventory. The pro forma information presented does not purport to be indicative of the results that actually would have been attained if the SensoryEffects acquisition had occurred at the beginning of the periods presented and is not intended to be a projection of future results.
 
8
NOTE 3 – STOCKHOLDERS’ EQUITY

STOCK-BASED COMPENSATION

The Company records stock-based compensation in accordance with the provisions of ASC 718, “Compensation-Stock Compensation.” The Company’s results for the three and six months ended June 30, 2015 and 2014 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

 
Increase/(Decrease) for the
Three Months Ended June 30,
 
 
2015
 
2014
 
Cost of sales
 
$
214
   
$
163
 
Operating expenses
   
1,298
     
1,196
 
Net earnings
   
(982
)
   
(847
)

 
Increase/(Decrease) for the
Six Months Ended June 30,
 
 
2015
 
2014
 
Cost of sales
 
$
426
   
$
311
 
Operating expenses
   
2,260
     
2,036
 
Net earnings
   
(1,743
)
   
(1,499
)

As required by ASC 718, the Company has made an estimate of expected forfeitures based on its historical experience and is recognizing compensation cost only for those stock-based compensation awards expected to vest.

The Company’s stock incentive plans allow for the granting of stock awards and options to purchase common stock. Both incentive stock options and nonqualified stock options can be awarded under the plans. No option will be exercisable for longer than ten years after the date of grant. The Company has approved and reserved a number of shares to be issued upon exercise of the outstanding options that is adequate to cover all exercises. As of June 30, 2015, the plans had 3,772,007 shares available for future awards. Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three years for stock options, four years for employee restricted stock awards, three years for employee performance share awards, and four years for non-employee director restricted stock awards. Certain awards provide for accelerated vesting if there is a change in control (as defined in the plans) or other qualifying events.
 
Option activity for the six months ended June 30, 2015 and 2014 is summarized below :
 
9
 
 
For the six months ended June 30, 2015
 
Shares (000s)
   
Weighted Average Exercise
 Price
   
Aggregate
Intrinsic
Value
   
Weighted Average Remaining Contractual Term
 
Outstanding as of December 31, 2014
   
1,470
   
$
27.35
   
$
57,742
     
Granted
   
207
     
58.34
             
Exercised
   
(519
)
   
19.12
             
Forfeited
   
(12
)
   
50.46
             
Outstanding as of June 30, 2015
   
1,146
   
$
36.45
   
$
22,660
     
6.6
 
Exercisable as of June 30, 2015
   
718
   
$
26.77
   
$
20,785
     
5.2
 
 
 
 
For the six months ended June 30, 2014
 
Shares (000s)
   
Weighted Average Exercise
Price
   
Aggregate Intrinsic Value
   
Weighted Average Remaining Contractual Term
 
Outstanding as of December 31, 2013
   
1,893
   
$
20.94
   
$
71,465
     
Granted
   
268
     
53.80
             
Exercised
   
(249
)
   
11.56
             
Forfeited
   
(126
)
   
56.03
             
Outstanding as of June 30, 2014
   
1,786
   
$
24.71
   
$
51,517
     
5.3
 
Exercisable as of June 30, 2014
   
1,425
   
$
20.40
   
$
47,250
     
4.4
 

ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The fair value of each option grant is estimated on the date of the grant using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yields of 0.6% and 0.5%; expected volatilities of 33% and 34%; risk-free interest rates of 1.7% and 1.8%; and expected lives of 5.5 and 5.6 years, in each case for the six months ended June 30, 2015 and 2014, respectively.

The Company used a projected expected life for each award granted based on historical experience of employees’ exercise behavior. Expected volatility is based on the Company’s historical volatility levels. Dividend yields are based on the Company’s historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.
 
Other information pertaining to option activity during the three and six months ended June 30, 2015 and 2014 was as follows:
 
10
 
Three Months
Ended
June 30,
   
Six Months
Ended
June 30,
 
 
2015
 
2014
   
2015
   
2014
 
Weighted-average fair value of options granted
 
$
17.07
   
$
19.68
   
$
18.35
   
$
17.53
 
Total intrinsic value of stock options exercised ($000s)
 
$
12,244
   
$
5,526
   
$
20,284
   
$
10,944
 

Non-vested restricted stock activity for the six months ended June 30, 2015 and 2014 is summarized below:

 
 
Six months ended June 30, 2015
 
Shares (000s)
   
Weighted
Average Grant
Date Fair
 Value
 
Non-vested balance as of December 31, 2014
   
134
   
$
38.13
 
Granted
   
76
     
55.77
 
Vested
   
(11
)
   
16.69
 
Forfeited
   
-
     
-
 
Non-vested balance as of June 30, 2015
   
199
   
$
46.11
 
 
 
 
Six months ended June 30, 2014
 
Shares (000s)
   
Weighted
Average Grant
Date Fair
Value
 
Non-vested balance as of December 31, 2013
   
172
   
$
33.69
 
Granted
   
25
     
51.03
 
Vested
   
(24
)
   
37.61
 
Forfeited
   
(6
)
   
45.32
 
Non-vested balance as of June 30, 2014
   
167
   
$
35.27
 

Non-vested performance share activity for the six months ended June 30, 2015 and 2014 is summarized below:

 
 
Six months ended June 30, 2015
 
Shares (000s)
   
Weighted
Average Grant
Date Fair
Value
 
Non-vested balance as of December 31, 2014
   
-
   
$
-
 
Granted
   
29
     
58.77
 
Vested
   
-
     
-
 
Forfeited
   
9
     
58.77
 
Non-vested balance as of June 30, 2015
   
20
   
$
58.77
 
 
 
 
Six months ended June 30, 2014
 
Shares (000s)
   
Weighted
Average Grant
Date Fair
Value
 
Non-vested balance as of December 31, 2013
   
-
   
$
-
 
Granted
   
-
     
-
 
Vested
   
-
     
-
 
Forfeited
   
-
     
-
 
Non-vested balance as of June 30, 2014
   
-
   
$
-
 
 
11
The performance share (“PS”) awards provide the recipients the right to receive a certain number of shares of the Company’s common stock in the future, subject to an (1) EBITDA performance  hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, and (2) relative total shareholder return (TSR) where vesting is dependent upon the Company’s TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents established at January 1, 2015. Expense is measured based on the fair value at the date of grant utilizing a Black-Scholes methodology to produce a Monte-Carlo simulation model which allows for the incorporation of the performance hurdles that must be met before the PS vests.  The assumptions used in the fair value determination were: risk free interest rate: 1.00%; dividend yield: 0.5%; volatility: 34% and initial TSR -6.9%. Expense is based on the estimated number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved.  The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The PS will cliff vest 100% at the end of the third year following the grant in accordance with the performance metrics set forth.

As of June 30, 2015 and 2014, there was $12,146 and $7,158, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. As of June 30, 2015, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2 years. The Company estimates that share-based compensation expense for the year ended December 31, 2015 will be approximately $5,700.

REPURCHASE OF COMMON STOCK

The Company has an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 2,105,601 shares have been purchased, none of which remained in treasury at June 30, 2015. During the six months ended June 30, 2015, a total of 370 shares have been purchased at an average cost of $56.85 per share. The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it advisable to do so based on its assessment of corporate cash flow, market conditions and other factors.
 
NOTE 4 – INVENTORIES

Inventories at June 30, 2015 and December 31, 2014 consisted of the following:

   
June 30,
2015
   
December 31, 2014
 
Raw materials
 
$
17,510
   
$
19,822
 
Work in progress
   
2,289
     
1,989
 
Finished goods
   
28,083
     
27,812
 
Total inventories
 
$
47,882
   
$
49,623
 
 
12
NOTE 5 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at June 30, 2015 and December 31, 2014 are summarized as follows:
 
   
June 30,
2015
   
December 31, 2014
 
Land
 
$
3,022
   
$
3,130
 
Building
   
30,819
     
31,030
 
Equipment
   
148,987
     
150,170
 
Construction in progress
   
23,125
     
10,969
 
     
205,953
     
195,299
 
Less: accumulated depreciation
   
66,204
     
63,711
 
Property, plant and equipment, net
 
$
139,749
   
$
131,588
 

NOTE 6 – INTANGIBLE ASSETS

The Company had goodwill in the amount of $383,906 as of June 30, 2015 and December 31, 2014 subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.”

As discussed in Note 10 – Segment Information, during the first quarter of fiscal year 2015, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed, and as a result, the Company changed its communication to external investors. We allocated goodwill to our new reporting units using a relative fair value approach.

   
June 30,
2015
   
December 31,
2014
 
SensoryEffects
 
$
363,784
   
$
383,784
 
Animal Nutrition and Health
   
11,734
     
11,734
 
Specialty Products
   
7,160
     
7,160
 
Industrial Products
   
1,228
     
1,228
 
Total
 
$
383,906
   
$
383,906
 

Identifiable intangible assets with finite lives at June 30, 2015 and December 31, 2014 are summarized as follows:

   
Amortization
Period
(in years)
   
Gross
Carrying
Amount at 6/30/15
   
Accumulated
Amortization
at 6/30/15
   
Gross
Carrying
Amount at 12/31/14
   
Accumulated
Amortization
at 12/31/14
 
Customer relationships & lists
   
10
   
$
167,442
   
$
52,408
   
$
167,442
   
$
41,238
 
Trademarks & trade names
   
17
     
32,014
     
4,123
     
32,014
     
2,540
 
Developed technology
   
5
     
3,200
     
737
     
3,200
     
420
 
Regulatory registration costs
   
5-10
     
2,232
     
757
     
1,704
     
667
 
Patents & trade secrets
   
15-17
     
1,719
     
978
     
1,665
     
933
 
Other
   
5-10
     
760
     
612
     
754
     
587
 
           
$
207,367
   
$
59,615
   
$
206,779
   
$
46,385
 
 
13
Amortization of identifiable intangible assets was approximately $13,200 for the six months ended June 30, 2015. Assuming no change in the gross carrying value of identifiable intangible assets, the estimated amortization expense for the remainder of 2015 is $13,270, approximately $24,350 for 2016, $20,400 for 2017, $18,140 for 2018, $16,320 for 2019 and $14,590 for 2020. At June 30, 2015, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350. Identifiable intangible assets are reflected in “Intangible assets with finite lives, net” in the Company’s condensed consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization during the six months ended June 30, 2015.

NOTE 7 – LONG-TERM DEBT

On May 7, 2014, the Company and a bank syndicate entered into a loan agreement providing for a senior secured term loan of $350,000 and revolving loan of $100,000 (collectively referred to as the “loans”). The term loan and $50,000 of the revolving loan were used to fund the Performance Chemicals & Ingredients Company acquisition (see Note 2) and for general corporate purposes. At June 30, 2015, the Company had a total of $315,000 of debt outstanding. The term loan is payable in quarterly installments of $8,750 commencing on September 30, 2014, with the outstanding principal due on the maturity date. The Company may draw on the revolving loan at its discretion and the revolving loan does not have installments and all outstanding amounts are due on the maturity date. The loans may be voluntarily prepaid in whole or in part without premium or penalty and have a maturity date of May 7, 2019. The loans are subject to an interest rate equal to LIBOR or a fluctuating rate as defined by the loan agreement, at the Company’s discretion; plus an applicable rate. The applicable rate is based upon the Company’s consolidated leverage ratio, as defined in the loan agreement, and the interest rate was 1.69% at June 30, 2015. The Company has $100,000 of undrawn revolving loan at June 30, 2015 that is subject to a commitment fee; which is based on the Company’s consolidated leverage ratio as defined in the loan agreement. The loan agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated fixed charge coverage ratio to exceed a certain minimum ratio. At June 30, 2015, the Company was in compliance with these covenants.  Indebtedness under the Company’s loan agreements are secured by assets of the company.

The following table summarizes the future minimum debt payments:

   
2015
   
2016
   
2017
   
2018
   
2019
 
Current portion of long-term debt
 
$
17,500
   
$
17,500
     
-
     
-
     
-
 
Long-term debt
   
-
     
17,500
   
$
35,000
   
$
35,000
   
$
192,500
 
Total
 
$
17,500
   
$
35,000
   
$
35,000
   
$
35,000
   
$
192,500
 

Costs associated with the issuance of debt instruments are capitalized and amortized over the terms of the respective financing arrangements using the effective interest method. If debt is retired early, the related unamortized costs are expensed in the period the debt is retired. Capitalized costs net of accumulated amortization total $1,830 at June 30, 2015 and are included in other assets on the accompanying balance sheet. Amortization expense pertaining to these costs totaled $153 and $103 for the three months ended June 30, 2015 and 2014 and $310 and $103 for the six months ended June 30, 2015 and 2014, and is
 
14
included in interest expense in the accompanying condensed consolidated statements of earnings.

NOTE 8 – NET EARNINGS PER SHARE

The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share:
 
 
 
Three months ended June 30, 2015
 
Net
Earnings
(Numerator)
   
Number of Shares
(Denominator)
   
Per Share Amount
 
Basic EPS – Net earnings and weighted average common shares outstanding
 
$
14,916
     
31,111,155
   
$
.48
 
                         
Effect of dilutive securities – stock options and restricted stock
           
521,119
         
                         
Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock
 
$
14,916
     
31,632,274
   
$
.47
 

 
 
Three months ended June 30, 2014
 
Net
 Earnings
(Numerator)
   
Number of Shares
(Denominator)
   
Per Share Amount
 
Basic EPS – Net earnings and weighted average common shares outstanding
 
$
9,732
     
30,280,366
   
$
.32
 
                         
Effect of dilutive securities – stock options and restricted stock
           
869,413
         
                         
Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock
 
$
9,732
     
31,149,779
   
$
.31
 

 
 
Six months ended June 30, 2015
 
Net
Earnings
(Numerator)
   
Number of Shares
(Denominator)
   
Per Share Amount
 
Basic EPS – Net earnings and weighted average common shares outstanding
 
$
30,088
     
30,976,681
   
$
.97
 
                         
Effect of dilutive securities – stock options and restricted stock
           
547,925
         
                         
Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock
 
$
30,088
     
31,524,606
   
$
.95
 
 
15
 
 
Six months ended June 30, 2014
 
Net
 Earnings
(Numerator)
   
Number of Shares
(Denominator)
   
Per Share Amount
 
Basic EPS – Net earnings and weighted average common shares outstanding
 
$
18,626
     
30,213,536
   
$
.62
 
                         
Effect of dilutive securities – stock options and restricted stock
           
898,153
         
                         
Diluted EPS – Net earnings and weighted average common shares outstanding and effect of stock options and restricted stock
 
$
18,626
     
31,111,689
   
$
.60
 

The Company had stock options covering 259,872 and 154,476 shares at June 30, 2015 and 2014, respectively, that could potentially dilute basic earnings per share in future periods that were not included in diluted earnings per share because their effect on the period presented was anti-dilutive.

The Company has some share-based payment awards that have forfeitable dividend rights. These awards are restricted shares and performance shares and they participate on a one-for-one basis with holders of common stock. These awards have an immaterial impact as participating securities with regard to the calculation using the two-class method for determining earnings per share.

NOTE 9 – INCOME TAXES

The Company accounts for uncertainty in income taxes in accordance with ASC 740-10, “Accounting for Uncertainty in Income Taxes.”  ASC 740-10 clarifies whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. All of the unrecognized tax benefits, if recognized in future periods, would impact the Company’s effective tax rate. The Company files income tax returns in the U.S. and in various states and foreign countries. As of June 30, 2015, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2010. During the six months ended June 30, 2015 and 2014, the increase in the amount of unrecognized tax benefits was primarily related to the aforementioned Acquisition (See Note 2) of Performance Chemicals & Ingredients Company (d/b/a SensoryEffects). The Acquisition resulted in an assumed liability for unrecognized tax benefits based on an estimated fair value of $1,976. The Company is indemnified for this liability, and as such, has recognized a corresponding indemnification asset of $1,976. As of June 30, 2015 and December 31, 2014, the Company had approximately $5,470 and $5,200, respectively, of unrecognized tax benefits, which are included in other long-term obligations on the Company’s consolidated balance sheets. The Company includes interest expense or income as well as potential penalties on unrecognized tax positions as a component of income tax expense in the consolidated statements of earnings. The total amount of accrued interest and penalties related to uncertain tax positions at June 30, 2015 and December 31, 2014 was approximately $1,890 and $1,643, respectively, and is included in other long-term obligations.
 
16
NOTE 10 – SEGMENT INFORMATION

During the first quarter of fiscal year 2015, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed, and as a result, the Company changed its communication to external investors. Therefore, beginning in fiscal year 2015, we are reporting our financial performance based on our new segments; Specialty Products, SensoryEffects, Animal Nutrition & Health, and Industrial Products. We have retrospectively revised certain prior period amounts to conform to the way we internally manage and monitor segment performance during the current fiscal year. Our reportable segments are described below.

SensoryEffects

Our SensoryEffects segment supplies ingredients in the food and beverage industry; providing customized solutions in powder, solid and liquid flavor delivery systems, spray dried emulsified powder systems, and cereal systems.  Our products include creamer systems, dairy replacers, powdered fats, nutritional beverage bases, beverages, juice & dairy bases, chocolate systems, ice cream bases & variegates, ready-to-eat cereals, grain based snacks, and cereal based ingredients. Additionally, we provide microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf-life. Major product applications are baked goods, refrigerated and frozen dough systems, processed meats, seasoning blends, confections, and nutritional supplements. We also produce and market human grade choline nutrient products through this segment for wellness applications. Choline is recognized to play a key role in the development and structural integrity of brain cell membranes in infants, processing dietary fat, reproductive development and neural functions, such as memory and muscle function.

Animal Nutrition & Health

Our Animal Nutrition & Health (“ANH”) segment provides nutritional products derived from our microencapsulation and chelation technologies in addition to basic choline chloride. For ruminant animals, our microencapsulated products boost health and milk production, delivering nutrient supplements that are biologically available, providing required nutritional levels. Our proprietary chelation technology provides enhanced nutrient absorption for various species of production and companion animals and is marketed for use in animal feed throughout the world. ANH also manufactures and supplies choline chloride, an essential nutrient for monogastric animal health, predominantly to the poultry, pet and swine industries. Choline, which is manufactured and sold in both dry and aqueous forms, plays a vital role in the metabolism of fat. Choline deficiency can result in reduced growth and perosis in poultry; fatty liver, kidney necrosis and general poor health condition in swine.
 
Sales of specialty products for the animal nutrition and health industry are highly dependent on dairy industry economics as well as the ability of the Company to leverage the results of university and field research on the animal health benefits of the Company’s products. Management believes that success in the commodity-oriented basic choline chloride marketplace is highly dependent on the Company’s ability to maintain its strong reputation for excellent product quality and customer service. The Company continues to increase
 
17
production efficiencies in order to maintain its competitive-cost position to effectively compete in a competitive global marketplace.

Specialty Products

Our Specialty Products segment operates commercially as ARC Specialty Products.

Ethylene oxide, at the 100% level, is sold as a sterilant gas, primarily for use in the health care industry. It is used to sterilize a wide range of medical devices because of its versatility and effectiveness in treating hard or soft surfaces, composites, metals, tubing and different types of plastics without negatively impacting the performance of the device being sterilized. Our 100% ethylene oxide product is distributed in uniquely designed, recyclable, double-walled, stainless steel drums to assure compliance with safety, quality and environmental standards as outlined by the EPA and the DOT. Our inventory of these specially built drums, along with our two filling facilities, represents a significant capital investment. Contract sterilizers and medical device manufacturers are principal customers for this product. We also sell single use canisters with 100% ethylene oxide for use in sterilizing re-usable devices typically processed in autoclave units in hospitals. As a fumigant, ethylene oxide blends are highly effective in killing bacteria, fungi, and insects in spices and other seasoning materials.

Propylene oxide is marketed and sold as a fumigant to aid in the control of insects and microbiological spoilage; and to reduce bacterial and mold contamination in certain shell and processed nut meats, processed spices, cacao beans, cocoa powder, raisins, figs and prunes. We distribute our propylene oxide product primarily in recyclable, single-walled, carbon steel cylinders according to standards outlined by the EPA and the DOT. Our inventory of these cylinders also represents a significant capital investment. Propylene oxide is also sold to customers seeking smaller (as opposed to bulk) quantities and whose requirements include utilization in various chemical synthesis applications, such as increasing paint durability and manufacturing specialty starches and textile coatings.

Industrial Products

Certain derivatives of choline chloride are manufactured and sold into industrial applications predominately as a component for hydraulic fracturing of shale natural gas wells. Our products offer an attractive, effective and more environmentally responsible alternative than other clay stabilizers. Industrial grade Choline Bicarbonate is completely chloride free and our Choline Chloride reduces the amount of chlorides released into the environment up to 75% when compared to potassium chloride. The Industrial Products segment also includes the manufacture and sale of methylamines. Methylamines are a primary building block for the manufacture of choline products and are produced at our Italian operation and sold for a wide range of industrial applications in Europe.
 
18
Business Segment Assets:
   
June 30,
2015
   
December 31, 2014
 
SensoryEffects
 
$
642,691
   
$
656,130
 
Animal Nutrition & Health
   
99,743
     
90,650
 
Specialty Products
   
25,853
     
24,913
 
Industrial Products
20,217
32,330
Other Unallocated
   
80,476
     
57,508
 
Total
 
$
868,980
   
$
861,531
 

Depreciation/Amortization:
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
SensoryEffects
 
$
7,533
   
$
4,798
   
$
15,172
   
$
5,097
 
Animal Nutrition & Health
1,582
1,852
3,128
3,373
Specialty Products
   
300
     
353
     
641
     
713
 
Industrial Products
   
297
     
128
     
640
     
579
 
Total
 
$
9,712
   
$
7,131
   
$
19,581
   
$
9,762
 

Capital Expenditures:
   
Six Months Ended
June 30,
 
   
2015
   
2014
 
SensoryEffects
 
$
5,702
   
$
886
 
Animal Nutriton & Health
   
8,290
     
1,803
 
Specialty Products
   
489
     
441
 
Industrial Products
818
374
Total
 
$
15,299
   
$
3,504
 

Business Segment Net Sales:
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
SensoryEffects
 
$
67,230
   
$
49,199
   
$
134,987
   
$
61,349
 
Animal Nutrition & Health
   
41,642
     
43,221
     
84,348
     
84,074
 
Specialty Products
   
13,805
     
13,642
     
27,384
     
26,434
 
Industrial Products
12,096
26,168
32,916
46,368
Total
 
$
134,773
   
$
132,230
   
$
279,635
   
$
218,225
 
 
19
Business Segment Earnings Before Income Taxes:
   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
SensoryEffects
 
$
9,087
   
$
2,874
   
$
16,793
   
$
5,475
 
Animal Nutrition & Health
   
7,468
     
5,510
     
15,978
     
9,669
 
Specialty Products
   
6,093
     
5,463
     
11,794
     
10,269
 
Industrial Products
1,126
4,165
4,247
7,299
Transaction and integration costs
   
-
     
(1,503
)
   
-
     
(2,848
)
Interest and other income (expense)
   
(1,607
)
   
(1,218
)
   
(3,560
)
   
(1,201
)
Total
 
$
22,167
   
$
15,291
   
$
45,252
   
$
28,663
 

Transaction and integration costs were primarily related to the definitive agreement to acquire Performance Chemicals & Ingredients Company (d/b/a SensoryEffects; see Note 2).

The following table summarizes domestic (U.S.) and foreign sales for the three and six months ended June 30, 2015 and 2014:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
Domestic
 
$
103,003
   
$
98,191
   
$
224,779
   
$
154,335
 
Foreign
   
31,770
     
34,039
     
54,856
     
63,890
 
Total
 
$
134,773
   
$
132,230
   
$
279,635
   
$
218,225
 

NOTE 11 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the six months ended June 30, 2015 and 2014 for income taxes and interest is as follows:

   
Six Months Ended
June 30,
 
   
2015
   
2014
 
Income taxes
 
$
12,002
   
$
5,933
 
Interest
 
$
3,163
   
$
1,177
 
 
20
NOTE 12 – ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

The changes in accumulated other comprehensive income (loss) were as follows:

   
Three Months Ended
June 30,
 
   
2015
   
2014
 
Net foreign currency translation adjustment
 
$
550
   
$
(176
)
Net change in postretirement benefit plan (see Note 13 for further information)
               
Amortization of prior service credit
   
(5
)
   
(5
)
Amortization of loss
   
-
     
2
 
Total before tax
   
(5
)
   
(3
)
Tax
   
2
     
1
 
Net of tax
   
(3
)
   
(2
)
                 
Total other comprehensive income (loss)
 
$
547
   
$
(178
)

   
Six Months Ended
June 30,
 
   
2015
   
2014
 
Net foreign currency translation adjustment
 
$
(2,130
)
 
$
(194
)
Net change in postretirement benefit plan (see Note 13 for further information)
               
Amortization of prior service credit
   
(9
)
   
(9
)
Amortization of loss
   
-
     
3
 
Total before tax
   
(9
)
   
(6
)
Tax
   
3
     
2
 
Net of tax
   
(6
)
   
(4
)
                 
Total other comprehensive loss
 
$
(2,136
)
 
$
(198
)

Accumulated other comprehensive loss at June 30, 2015 consisted of the following:

   
Foreign currency
translation
adjustment
   
Postretirement benefit plan
   
Total
 
Balance December 31, 2014
 
$
(2,702
)
 
$
51
   
$
(2,651
)
Other comprehensive loss
   
(2,130
)
   
(6
)
   
(2,136
)
Balance June 30, 2015
 
$
(4,832
)
 
$
45
   
$
(4,787
)
 
NOTE 13 – EMPLOYEE BENEFIT PLAN

The Company currently provides postretirement benefits in the form of a retirement medical plan under a collective bargaining agreement covering eligible retired employees of its Verona, Missouri facility.
 
21
Net periodic benefit costs for such retirement medical plan were as follows:

   
Six Months Ended
June 30,
 
   
2015
   
2014
 
Service cost
 
$
27
   
$
28
 
Interest cost
   
18
     
24
 
Amortization of prior service credit
   
(9
)
   
(9
)
Amortization of loss
   
-
     
3
 
Net periodic benefit cost
 
$
36
   
$
46
 

The amount recorded for this obligation on the Company’s balance sheet as of June 30, 2015 and December 31, 2014 is $1,156 and $1,111, respectively, and is included in other long-term obligations. The plan is unfunded and approved claims are paid from Company funds. Historical cash payments made under such plan have typically been less than $100 per year.

NOTE 14 – COMMITMENTS AND CONTINGENCIES

In 2015, the Company entered into a six year, nine month lease in St. Louis, Missouri for approximately 9,100 square feet of office space. The office space serves as SensoryEffects’ selling and general offices.

In 2012, the Company entered into a six year lease extension for approximately 20,000 square feet of office space in New Hampton, New York. The office space serves as the Company’s general offices and as a laboratory facility. In 2013, SensoryEffects entered into a three year lease for approximately 40,000 square feet of warehouse space in St. Louis, Missouri. The Company leases most of its vehicles and office equipment under non-cancelable operating leases, which primarily expire at various times through 2029.

Rent expense charged to operations under such lease agreements for the six months ended June 30, 2015 and 2014 aggregated approximately $1,271 and $622, respectively. Aggregate future minimum rental payments required under all non-cancelable operating leases at June 30, 2015 are as follows:
 
Year
     
July 1, 2015 to December 31, 2015
 
$
1,196
 
2016
   
1,894
 
2017
   
1,650
 
2018
   
1,387
 
2019
   
1,003
 
2020
700
Thereafter
   
2,909
 
Total minimum lease payments
 
$
10,739
 
 
In 1982, the Company discovered and thereafter removed a number of buried drums containing unidentified waste material from the Company’s site in Slate Hill, New York. The Company thereafter entered into a Consent Decree to evaluate the drum site with the
 
22
New York Department of Environmental Conservation (“NYDEC”) and performed a Remedial Investigation/Feasibility Study that was approved by NYDEC in February 1994. Based on NYDEC requirements, the Company cleaned the area and removed soil from the drum burial site, which was completed in 1996. The Company continues to be involved in discussions with NYDEC to evaluate test results and determine what, if any, additional actions will be required on the part of the Company to close out the remediation of this site. Additional actions, if any, would likely require the Company to continue monitoring the site. The cost of such monitoring has been less than $5 per year for the period 2004 to date.

The Company’s Verona, Missouri facility, while held by a prior owner, was designated by the EPA as a Superfund site and placed on the National Priorities List in 1983, because of dioxin contamination on portions of the site. Remediation conducted by the prior owner under the oversight of the EPA and the Missouri Department of Natural Resources (“MDNR”) included removal of dioxin contaminated soil and equipment, capping of areas of residual contamination in four relatively small areas of the site separate from the manufacturing facilities, and the installation of wells to monitor groundwater and surface water contamination by organic chemicals. No ground water or surface water treatment was required. The Company believes that remediation of the site is complete. In 1998, the EPA certified the work on the contaminated soils to be complete. In February 2000, after the conclusion of two years of monitoring groundwater and surface water, the former owner submitted a draft third party risk assessment report to the EPA and MDNR recommending no further action. The prior owner is awaiting the response of the EPA and MDNR to the draft risk assessment.

While the Company must maintain the integrity of the capped areas in the remediation areas on the site, the prior owner is responsible for completion of any further Superfund remedy. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site and one of the sellers, in turn, has the benefit of certain contractual indemnification by the prior owner that is implementing the above-described Superfund remedy.

From time to time, the Company is a party to various litigation, claims and assessments. Management believes that the ultimate outcome of such matters will not have a material effect on the Company’s consolidated financial position, results of operations, or liquidity.
 
NOTE 15 – FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at June 30, 2015 and December 31, 2014 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio.   The Company’s financial instruments also include cash
 
23
equivalents, accounts receivable, accounts payable and accrued liabilities, which are carried at cost which approximates fair value due to the short-term maturity of these instruments. Cash and cash equivalents at June 30, 2015 and December 31, 2014 includes $772 in money market funds. The money market funds are valued using level one inputs, as defined by ASC 820, “Fair Value Measurement.”
 
24
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (All dollar amounts in thousands)

This Report contains forward-looking statements, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our expectation or belief concerning future events that involve risks and uncertainties. Our actions and performance could differ materially from what is contemplated by the forward-looking statements contained in this Report. Factors that might cause differences from the forward-looking statements include those referred to or identified in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2014 and other factors that may be identified elsewhere in this Report. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements.

Overview

We develop, manufacture, distribute and market specialty performance ingredients and products for the food, nutritional, pharmaceutical, animal health, industrial and medical device sterilization industries.

During the first quarter of fiscal year 2015, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed, and as a result, the Company changed its communication to external investors. Therefore, beginning in fiscal year 2015, we are reporting our financial performance based on our new segments; Specialty Products, SensoryEffects, Animal Nutrition & Health, and Industrial Products. We have retrospectively revised certain prior period amounts to conform to the way we internally manage and monitor segment performance during the current fiscal year. Our reportable segments are described below.

Acquisition of Performance Chemicals & Ingredients Company (d/b/a SensoryEffects) and Long-term Debt

On May 7, 2014, the Company acquired 100 percent (the “Acquisition) of the outstanding common shares of Performance Chemicals & Ingredients Company (d/b/a SensoryEffects) a privately held supplier of customized food and ingredient systems, headquartered in St. Louis, Missouri. The Company made payments of approximately $569 million on the purchase date, amounting to $494 million to the former shareholders, including adjustments for working capital acquired and $75 million to SensoryEffects’ lenders to pay off all SensoryEffects bank debt. SensoryEffects is a leader in powder, solid and liquid flavor systems, creamer and specialty emulsified powders, cereal-based products and other functional ingredient food and beverage delivery systems.  The Acquisition of SensoryEffects accelerates the Company’s growth into health and wellness markets. SensoryEffects was merged with the Company’s Food, Pharma & Nutrition segment, strengthening its market leadership position, and the segment was renamed SensoryEffects.

On May 7, 2014, the Company and a bank syndicate entered into a loan agreement providing for a senior secured term loan of $350,000 and revolving loan of $100,000 (collectively referred to as the “loans”).  The term loan and $50,000 of the revolving loan were used to fund the Acquisition of SensoryEffects and for general corporate purposes. The Company has made debt payments of $85,000 related to these loans and has $100,000 available under the revolving loan.
 
25
SensoryEffects

Our SensoryEffects segment supplies ingredients in the food and beverage industry; providing customized solutions in powder, solid and liquid flavor delivery systems, spray dried emulsified powder systems, and cereal systems.  Our products include creamer systems, dairy replacers, powdered fats, nutritional beverage bases, beverages, juice & dairy bases, chocolate systems, ice cream bases & variegates, ready-to-eat cereals, grain based snacks, and cereal based ingredients. Additionally, we provide microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf-life. Major product applications are baked goods, refrigerated and frozen dough systems, processed meats, seasoning blends, confections, and nutritional supplements. We also produce and market human grade choline nutrient products through this segment for wellness applications. Choline is recognized to play a key role in the development and structural integrity of brain cell membranes in infants, processing dietary fat, reproductive development and neural functions, such as memory and muscle function.

Animal Nutrition & Health

Our Animal Nutrition & Health (“ANH”) segment provides nutritional products derived from our microencapsulation and chelation technologies in addition to basic choline chloride. For ruminant animals, our microencapsulated products boost health and milk production, delivering nutrient supplements that are biologically available, providing required nutritional levels. Our proprietary chelation technology provides enhanced nutrient absorption for various species of production and companion animals and is marketed for use in animal feed throughout the world. ANH also manufactures and supplies choline chloride, an essential nutrient for monogastric animal health, predominantly to the poultry, pet and swine industries. Choline, which is manufactured and sold in both dry and aqueous forms, plays a vital role in the metabolism of fat. Choline deficiency can result in reduced growth and perosis in poultry; fatty liver, kidney necrosis and general poor health condition in swine.

Sales of specialty products for the animal nutrition and health industry are highly dependent on dairy industry economics as well as the ability of the Company to leverage the results of university and field research on the animal health benefits of the Company’s products. Management believes that success in the commodity-oriented basic choline chloride marketplace is highly dependent on the Company’s ability to maintain its strong reputation for excellent product quality and customer service. The Company continues to increase production efficiencies in order to maintain its competitive-cost position to effectively compete in a competitive global marketplace.

Specialty Products

Our Specialty Products segment operates commercially as ARC Specialty Products.

Ethylene oxide, at the 100% level, is sold as a sterilant gas, primarily for use in the health care industry. It is used to sterilize a wide range of medical devices because of its versatility and effectiveness in treating hard or soft surfaces, composites, metals, tubing and different types of plastics without negatively impacting the performance of the device being
 
26
sterilized. Our 100% ethylene oxide product is distributed in uniquely designed, recyclable, double-walled, stainless steel drums to assure compliance with safety, quality and environmental standards as outlined by the EPA and the DOT. Our inventory of these specially built drums, along with our two filling facilities, represents a significant capital investment. Contract sterilizers and medical device manufacturers are principal customers for this product. We also sell single use canisters with 100% ethylene oxide for use in sterilizing re-usable devices typically processed in autoclave units in hospitals. As a fumigant, ethylene oxide blends are highly effective in killing bacteria, fungi, and insects in spices and other seasoning materials.

Propylene oxide is marketed and sold as a fumigant to aid in the control of insects and microbiological spoilage; and to reduce bacterial and mold contamination in certain shell and processed nut meats, processed spices, cacao beans, cocoa powder, raisins, figs and prunes. We distribute our propylene oxide product primarily in recyclable, single-walled, carbon steel cylinders according to standards outlined by the EPA and the DOT. Our inventory of these cylinders also represents a significant capital investment. Propylene oxide is also sold to customers seeking smaller (as opposed to bulk) quantities and whose requirements include utilization in various chemical synthesis applications, such as increasing paint durability and manufacturing specialty starches and textile coatings.

Industrial Products

Certain derivatives of choline chloride are manufactured and sold into industrial applications predominately as a component for hydraulic fracturing of shale natural gas wells. Our products offer an attractive, effective and more environmentally responsible alternative than other clay stabilizers. Industrial grade Choline Bicarbonate is completely chloride free and our Choline Chloride reduces the amount of chlorides released into the environment up to 75% when compared to Potassium Chloride. The Industrial Products segment also includes the manufacture and sale of methylamines. Methylamines are a primary building block for the manufacture of choline products and are produced at our Italian operation and sold for a wide range of industrial applications in Europe.

The Company sells products for all four segments through its own sales force, independent distributors, and sales agents.

The following tables summarize consolidated business segment net sales and earnings from operations for the three months ended June 30, 2015 and 2014:

Business Segment Net Sales:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
SensoryEffects
 
$
67,230
   
$
49,199
   
$
134,987
   
$
61,349
 
Animal Nutrition & Health
   
41,642
     
43,221
     
84,348
     
84,074
 
Specialty Products
13,805
13,642
27,384
26,434
Industrial Products
   
12,096
     
26,168
     
32,916
     
46,368
 
Total
 
$
134,773
   
$
132,230
   
$
279,635
   
$
218,225
 

27
Business Segment Earnings From Operations:

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2015
   
2014
   
2015
   
2014
 
SensoryEffects
 
$
9,087
   
$
2,874
   
$
16,793
   
$
5,475
 
Animal Nutrition & Health
   
7,468
     
5,510
     
15,978
     
9,669
 
Specialty Products
   
6,093
     
5,463
     
11,794
     
10,269
 
Industrial Products
1,126
4,165
4,247
7,299
Transaction and integration costs
   
-
     
(1,503
)
   
-
     
(2,848
)
Total
 
$
23,774
   
$
16,509
   
$
48,812
   
$
29,864
 

RESULTS OF OPERATIONS

Three months ended June 30, 2015 compared to three months ended June 30, 2014.

Net Sales

Net sales for the three months ended June 30, 2015 were $134,773, as compared with $132,230 for the three months ended June 30, 2014, an increase of $2,543 or 1.9%.  Net sales for the SensoryEffects segment (formerly Food, Pharma & Nutrition) were $67,230 for the three months ended June 30, 2015, compared with $49,199 for the three months ended June 30, 2014, an increase of $18,031 or 36.7%.  Net sales from the recently acquired SensoryEffects business contributed $17,623 to the overall increase.  The acquired Powder & Flavor Systems, and Cereal Systems product lines comprised $12,879 and $3,399 of the increase, respectively.  Also contributing to the higher sales was a $349 or 4.9% increase in encapsulated ingredients used for baking and food preservation; primarily due to greater volume.  Net sales for the Animal Nutrition & Health segment were $41,642 for the three months ended June 30, 2015, as compared with $43,221 for the three months ended June 30, 2014, a decrease of $1,579 or 3.7%.  Sales of products targeted for ruminant animal feed markets increased by $1,583 or 13.6% from the prior year comparable period.  The improvement was primarily due to higher sales volumes of Aminoshure and Reashure products as well as higher overall average ruminant selling prices.  Global feed grade choline product sales declined by $2,999 or 10.2% primarily due to the weakened Euro.  Net sales for the Industrial Products segment were $12,096 for the three months ended June 30, 2015 as compared to $26,168 for the three months ended June 30, 2014, a decrease of $14,072 or 53.8%.  The decrease is principally due to volume decreases experienced in various choline and choline derivatives used in shale fracking applications, consistent with the end market activity decline.  Net sales for the Specialty Products segment were $13,805 for the three months ended June 30, 2015, as compared with $13,642 for the three months ended June 30, 2014, an increase of $163 or 1.2%, primarily due to product mix.

Gross Margin

For the three months ended June 30, 2015, gross margin increased to $41,867 compared to $32,335 for the three months ended June 30, 2014.  Gross margin as a percentage of sales for the three months ended March 31, 2015 increased to 31.1% from 24.5% in the prior
 
28
year comparative period.  Gross margins for the SensoryEffects segment increased 9.3% for the three months ended June 30, 2015 as compared to the three months ended June 30, 2014, primarily due to the valuation of acquired inventory to fair value, which increased cost of sales by $4,735 during the three months ended June 30, 2014.  Gross margin percentage increased for Animal Nutrition & Health by 5.4% primarily due to a more favorable product mix, raw material cost decreases and efficiencies resulting from higher volumes of products targeted for the ruminant animal feed market.  Industrial Products gross margins declined by 4.2% from the prior year comparative period, primarily due to lower volume, higher supply chain costs and lower average selling prices.  Gross margin percentage for the Specialty Products segment increased by 3.2% compared to the three month period ended June 30, 2015 due to product mix as well as raw material cost decreases.

Operating Expenses

Operating expenses for the three months ended June 30, 2015 were $18,093 or 13.4% of net sales as compared to $15,826 or 12.0% of net sales for the three months ended June 30, 2014.  The increase was primarily due to increased expenses associated with the acquired SensoryEffects businesses, including higher intangible asset amortization of $1,999; partially offset by a reduction of outside professional services expenses.  The Company incurred outside and professional services expenses of $1,478 in the three months ended June 30, 2014 primarily related to the Acquisition.

Earnings from Operations

Principally as a result of the above-noted details, earnings from operations for the three months ended June 30, 2015 were $23,774 as compared to $16,509 for the three months ended June 30, 2014, an increase of $7,265 or 44.0%.  Earnings from operations as a percentage of sales (“operating margin”) for the three months ended June 30, 2015 were 17.6%, increasing from 12.5% for the three months ended June 30, 2014, primarily due to the aforementioned impact of the valuation of the acquired inventory, transaction and integration expenses, favorable product mix and lower raw material costs;  partially offset by volume decreases experienced in the Industrial Products segment for various choline and choline derivatives used in shale fracking applications, and increased amortization expense associated with acquired intangible assets, as well as higher supply chain costs.  Excluding the impact of the valuation of acquired inventory to fair value, amortization expenses and transaction expenses, the earnings from operations were $29,390 or 21.8% of sales for the three months ended June 30, 2015 and $26,298 or 19.9% of sales for the three months ended June 30, 2014.  Earnings from the SensoryEffects segment were $9,087, an increase of $6,213 or 216.2% primarily due to increased sales from the Acquisition and the impact of the valuation of acquired inventory; partially offset by increased amortization expense.  Animal Nutrition and Health segment earnings from operations were $7,468, an increase of $1,958 or 35.5%, primarily the result of a more favorable product mix, raw material cost decreases and efficiencies resulting from higher volumes. Earnings from operations from the Industrial Products segment of $1,126 for the quarter ended June 30, 2015 declined $3,038 compared to the quarter ended June 30, 2014; primarily due to volume decreases. Earnings from operations from the Specialty Products segment were $6,093, an increase of $630 or 11.5%, primarily the result of improved gross margins.
 
29
Other Expenses (Income)

Interest expense for the three months ended June 30, 2015 and June 30, 2014 was $1,594 and $1,315, respectively, and is primarily related to the loans entered into on May 7, 2014 to finance the Acquisition of SensoryEffects.  Other expense was $13 for the three months ended June 30, 2015, and other income was $97 for the three months ended June 30, 2014.

Income Tax Expense

The Company’s effective tax rate for the three months ended June 30, 2015 and 2014 was 32.7% and 36.4%, respectively.  The decrease in the effective tax rate is primarily attributable to a change in the apportionment relating to state income taxes, and a change in the income proportion towards jurisdictions with lower tax rates.

Net Earnings

Principally as a result of the above-noted details, net earnings for the three months ended June 30, 2015 were $14,916 as compared with $9,732 for the three months ended June 30, 2014, an increase of $5,184 or 53.3%.

Six months ended June 30, 2015 compared to six months ended June 30, 2014.

Net Sales

Net sales for the six months ended June 30, 2015, were $279,635, as compared with $218,225 for the six months ended June 30, 2014, an increase of $61,410 or 28.1%. Net sales for the SensoryEffects segment (formerly Food, Pharma & Nutrition) were $134,987 for the six months ended June 30, 2015, as compared with $61,349 for the six months ended June 30, 2014, an increase of $73,638 or 120.0%.  Net sales from the recently acquired SensoryEffects business contributed $72,163 to the overall increase.  The acquired Powder & Flavor Systems, and Cereal Systems product lines comprised $58,714 and $9,964 of the increase, respectively.  Also contributing to the higher sales was a $1,903 or 14.6% increase in encapsulated ingredients used for baking and food preservation, due to increases in volume. Net sales for the Animal Nutrition & Health segment were $84,348 for the six months ended June 30, 2015, as compared with $84,074 for the six months ended June 30, 2014, an increase of $274 or 0.3%. Sales of product lines targeted for ruminant animal feed markets increased by $5,479 or 25.1% from the prior year comparable period, primarily due to higher sales volumes of Aminoshure and Reashure products as well as higher overall average ruminant selling prices.  Global feed grade choline product sales decreased $5,168 or 8.9% primarily due to the weakened Euro as well as decreased volumes sourced from our Italian operations. Net sales for the Industrial Products segment were $32,916 for the six months ended June 30, 2015 as compared to $46,368 for the six months ended June 30, 2014, a decrease of $13,452 or 29.0%.  The decrease is principally due to volume decreases experienced in the second quarter of 2015 for various choline and choline derivatives used in shale fracking applications, in correlation with the North America decline of fracking industry.  Net sales for the Specialty Products segment were $27,384 for the six months ended June 30, 2015, as compared with $26,434 for the six months ended June 30, 2014, an increase of $950 or 3.6% as volumes of ethylene oxide products used for medical device sterilization and propylene oxide increased modestly.
 
30
Gross Margin

For the six months ended June 30, 2015, gross margin increased to $84,997 compared to $55,550 for the six months ended June 30, 2014.  Gross margin as a percentage of sales for the six months ended June 30, 2015 increased to 30.4% from 25.5% in the prior year comparative period.  Gross margin for the SensoryEffects segment increased 5.5% for the six months ended June 30, 2015 as compared to the six months ended June 30, 2014, primarily due to the valuation of acquired inventory to fair value, which increased cost of sales by $4,735 in 2014.  The acquired product lines carry a lower gross margin and partially offset the increased gross margin percentage.  Gross margin percentage increased for the Animal Nutrition & Health segment by 7.4% primarily due to a favorable product mix and decreases in certain petrochemical raw material costs.  Industrial products gross margins declined by 1.9% from the prior year comparative period primarily due to reduced volumes contributing to unfavorable manufacturing variances and increased supply chain costs.  These increased costs were partially offset by favorable petrochemical raw material costs.    Gross margin for the Specialty Products segment increased by 1.9% due to reduced raw material costs.

Operating Expenses

Operating expenses for the six months ended June 30, 2015 were $36,185 or 12.9% of net sales as compared to $25,686 or 11.8% of net sales for the six months ended June 30, 2014.  The increase was primarily due to increased expenses associated with the acquired SensoryEffects businesses, including higher intangible asset amortization of $7,450; partially offset by a reduction of outside professional services expenses.  The Company incurred outside and professional services expenses of $2,823 in six months ended June 30, 2014.  Excluding the impact of amortization expenses and professional fees, operating expenses were 9.0% and 8.9% of net sales for the six months ended 2015 and 2014; respectively.

Earnings From Operations

Principally as a result of the above-noted details, earnings from operations for the six months ended June 30, 2015 were $48,812 as compared to $29,864 for the six months ended June 30, 2014, an increase of $18,948 or 63.5%.  Earnings from operations as percentage of sales (“operating margin”) for the six months ended June 30, 2015 were 17.5%, increasing from 13.7% for the six months ended June 30, 2014, primarily due to the aforementioned impact of the valuation of the acquired inventory, transaction and integration expenses, favorable product mix and lower raw material costs.  Greater amortization expense and higher supply chain costs partially offset the improvement in earnings from operations.  Excluding the impact of the valuation of the acquired inventory, amortization expense, and transaction and integration expenses, the earnings from operations were $60,038 or 21.5% of sales for the six months ended June 30, 2015 as compared to $40,998 or 18.8% for the six months ended June 30, 2014.  Earnings from the SensoryEffects segments were $16,793, an increase of $11,318 or 206.7%, primarily due to increased sales from the Acquisition, the impact of the valuation of acquired inventory; partially offset by increased amortization expense. Animal Nutrition & Health segment earnings from operations were $15,978, an increase of 65.3%, primarily due to a more
 
31
favorable product mix and decreases in certain petrochemical raw material costs.  Earnings from operations from the Industrial Products segment of $4,247 for the six months ended June 30, 2015 declined $3,051 compared to the six months ended June 30, 2014; primarily due to volume decreases. Earnings from operations from the Specialty segment were $11,794, an increase of $1,525 or 14.9%, primarily from greater net sales and lower raw material costs.

Other Expenses (Income)

Interest expense for the six months ended June 30, 2015 and 2014 was $3,475 and $1,316, and is primarily related to the loans entered into on May 7, 2014 to finance the Acquisition of SensoryEffects.  Other expense was $85 for the six months ended June 30, 2015, and other income was $115 for the six months ended June 30, 2014.

Income Tax Expense

The Company’s effective tax rate for the six months ended June 30, 2015 and 2014 was 33.5% and 35.0% respectively. The decrease in the effective tax rate is primarily attributable to a change in the apportionment relating to state income taxes, and a change in the income proportion towards jurisdictions with lower tax rates.

Net Earnings

Principally as a result of the above-noted details, net earnings for the six months ended June 30, 2015 were $30,088, as compared with $18,626 for the six months ended June 30, 2014, an increase of $11,462 or 61.5%.
 
FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
(All amounts in thousands, except share and per share data)

During the six months ended June 30, 2015, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in our Annual Report on Form 10-K for the year ended December 31, 2014.  The Company expects its operations to continue generating sufficient cash flow to fund working capital requirements, capital investments and service future debt payments.  The Company continues to pursue additional acquisition candidates.  The Company could seek additional bank loans or access to financial markets to fund such acquisitions, its operations, working capital, capital investments, or other cash requirements as deemed necessary.

Cash

Cash and cash equivalents increased to $72,243 at June 30, 2015 from $50,287 at December 31, 2014 primarily resulting from the activity detailed below.  At June 30, 2015, the Company had $10,666 of cash and cash equivalents held by our foreign subsidiaries.  It is our intention to permanently reinvest these funds in our foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions; therefore, we do not currently expect to repatriate these funds
 
32
in order to fund our U.S. operations or obligations. However, if these funds are needed for our U.S. operations, we could be required to pay additional U.S. taxes to repatriate these funds.  Working capital was $119,457 at June 30, 2015 as compared to $85,780 at December 31, 2014, an increase of $33,677.

Operating Activities

Cash flows from operating activities provided $49,866 for the six months ended June 30, 2015 as compared to $27,603 for the six months ended June 30, 2014.  The increase in cash flows from operating activities was primarily due to higher net earnings and amortization and depreciation expense adjustments.

Investing Activities

The Company continues to invest in projects across all production facilities and capital expenditures were $15,299 for the six months ended June 30, 2015. Capital expenditures of approximately $5,660 were related to expanding the Company’s Animal, Nutrition & Health capacity in our manufacturing facility located in Verona, Missouri. In addition, the Company spent approximately $1,660 towards its agglomeration initiative.  As previously noted, on May 7, 2014 the Company acquired SensoryEffects for a purchase price of approximately $569,000; amounting to approximately $494,000 to the former shareholders, including adjustments for working capital acquired, and approximately $75,000 to SensoryEfects’ lenders to pay off all SensoryEffects bank debt.

Financing Activities

The Company made debt payments of $17,500 during 2015 related to the senior secured term loan and has $100,000 available under a revolving loan agreement.

The Company has an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 2,105,601 shares have been purchased, none of which remained in treasury at June 30, 2015.   The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it advisable to do so based on its assessment of corporate cash flow, market conditions and other factors.

Proceeds from stock options exercised were $9,920 and $2,881 for the six months ended June 30, 2015 and 2014, respectively.  Dividend payments were $9,251 and $7,856 for the six months ended June 30, 2015 and 2014, respectively.

Other Matters Impacting Liquidity

The Company currently provides postretirement benefits in the form of a retirement medical plan under a collective bargaining agreement covering eligible retired employees of its Verona, Missouri facility.  The liability recorded in other long-term liabilities on the consolidated balance sheet as of June 30, 2015 is $1,156 and the plan is not funded.  Historical cash payments made under the plan have typically been less than $100 per year.

Critical Accounting Policies
 
33
During the first quarter of fiscal year 2015, information that our chief operating decision maker regularly reviews for purposes of allocating resources and assessing performance changed, and as a result, the Company changed its communication to external investors. Therefore, beginning in fiscal year 2015, we are reporting our financial performance based on our new segments; Specialty Products, SensoryEffects, Animal Nutrition & Health, and Industrial Products. We have retrospectively revised certain prior period amounts to conform to the way we internally manage and monitor segment performance during the current fiscal year.

Other than segment information, there were no changes to the Company’s Critical Accounting Policies, as described in its December 31, 2014 Annual Report on Form 10-K, during the six months ended June 30, 2015.

Related Party Transactions

The Company was not engaged in related party transactions during the six months ended June 30, 2015.
 
34
Item 3. Quantitative and Qualitative Disclosures About Market Risk

Cash and cash equivalents are held primarily in certificates of deposit and money market investment funds. The Company has no derivative financial instruments or derivative commodity instruments, nor does the Company have any financial instruments entered into for trading or hedging purposes. As of June 30, 2015, the Company’s borrowings were under a bank term loan and revolving loan bearing interest at LIBOR or a fluctuating rate as defined by the loan agreement, at the Company’s discretion, plus an applicable rate. The applicable rate is based upon the Company’s consolidated leverage ratio, as defined in the loan agreement. A 100 basis point increase or decrease in interest rates, applied to the Company’s borrowings at June 30, 2015, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $3,150. The Company is exposed to market risks for changes in foreign currency rates and has exposure to commodity price risks, including prices of our primary raw materials. Our objective is to seek a reduction in the potential negative earnings impact of changes in foreign exchange rates and raw material pricing arising in our business activities. The Company manages these financial exposures, where possible, through pricing and operational means. Our practices may change as economic conditions change.
 
35
Item 4. Controls and Procedures

(a)    Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as of the end of the period covered by this report on Form 10-Q. This evaluation was carried out under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, management concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is accumulated and communicated to management (including the chief executive officer and chief financial officer) to allow timely decisions regarding required disclosure and that our disclosure controls and procedures are effective to give reasonable assurance that the information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

 (b)    Changes in Internal Controls
 
During the most recent fiscal quarter, except with respect to the Performance Chemicals & Ingredients Company (d/b/a SensoryEffects) acquisition described below, there has been no significant change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

On May 7, 2014, we completed the acquisition of the Performance Chemicals & Ingredients Company (d/b/a SensoryEffects) business. See Note 2 of the Notes to the  Condensed Consolidated Financial Statements for additional information.  We have integrated SensoryEffects into our internal control over financial reporting process and will include the business in our assessment of internal control over financial reporting as of December 31, 2015.
 
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Part II. Other Information

Item 1A. Risk Factors

There have been no material changes in the Risk Factors identified in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Item 4. Reserved.

Item 6. Exhibits

Exhibit 10.1 Employment Agreement with Chief Executive Officer.

Exhibit 31.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(a).

Exhibit 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a).

Exhibit 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.

Exhibit 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
 
37
SIGNATURES

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

 
BALCHEM CORPORATION
   
 
By: /s/ Theodore L. Harris
 
Theodore L. Harris, President and
 
Chief Executive Officer

 
By: /s/ William A. Backus
 
William A. Backus, Chief Financial Officer and Treasurer
 
Date: August 5, 2015
 
38
Exhibit Index

Exhibit No.
Description
   
Employment Agreement with Chief Executive Officer.
   
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
 
 
39
Exhibit 10.1

EMPLOYMENT AGREEMENT

Agreement, entered into this April 22, 2015, between BALCHEM CORPORATION, a Maryland corporation (“Company”) and THEODORE L. HARRIS (“Employee”).

In consideration of the agreements contained below, the parties agree as follows:

2.              Company shall employ Employee as its President and Chief Executive Officer for a term (the “Term”) commencing on April 28, 2015 (“Effective Date”) and terminating December 31, 2016, provided that the Term shall be deemed automatically extended for successive one (1) year periods (each an “Extension Period”) ending on each successive anniversary of December 31, 2016, unless either party hereto gives written notice to the other not less than sixty (60) days prior to the end of such initial term or the then current Extension Period that the Term is to terminate effective as of the end of such initial term or of such then current Extension Period, as the case may be, in all events subject to earlier termination in accordance with the provisions of this Agreement.
 
3.              Throughout the Term, The Board of Directors of Company (the “Board”) shall, consistent with its fiduciary duty, cause Employee to be nominated (and recommended by the Board) for election as a director of Company.
 
4.              During the Term:
 
Employee shall devote all of his working time, attention and effort to the performance of his duties for Company.  Notwithstanding the foregoing, Employee shall be entitled to be on the board of another entity, subject to approval of the Board.
 
Employee shall relocate to Company Headquarters area within seventeen (17) months of the Effective Date.
 
5.              During the Term, Employee shall receive a base salary at the rate of $600,000 per annum, which salary may be increased, at a minimum annually, but not decreased during the Term, as determined by the Board of Directors of the Company (the “Board”) or the Compensation Committee of the Board.
 
6.              (a)                         In addition to Employee’s annual salary above, the Employee will receive as “sign-on” incentive compensation: (1) 10,000 options to purchase Company Common Stock; (2) 10,000 shares of Restricted Company Stock; and (3) a cash bonus of $100,000 payable on the Effective Date.  The Stock Options shall vest per year 20%, 40%, 40%, over a three year period from the Effective Date. The Restricted Shares shall be subject to certain restrictions on sale and transfer until vested, and will vest and become transferable fifty percent (50%) per year for two (2) years following the Effective Date. Stock Options and the Restricted Shares are subject to the terms and conditions of the Company’s current Stock Option Agreement and Restricted Stock Grant Agreement, as well as the Company’s Second Amended and Restated 1999 Stock Plan.
 
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(b)                       In addition to Employee’s annual salary above, the Employee will receive forty four thousand (44,000) shares of Restricted Company Stock (Equity Replacement Grant) which will vest fifty percent (50%) at the end of each of the first two (2) years following the Effective Date.
 
7.               In addition to Employee’s annual salary as aforesaid, Employee, as a key member of the Company’s Executive Team, will participate in the Company’s Incentive Compensation Program (ICP) commencing in the 2015 calendar year. Incentive goals, based on mutually agreed upon objectives, will be designed annually, allowing Employee to earn up to, and in certain circumstances of performance, above 100% of his annual salary as an additional cash bonus, subject to the schedule of achievement of goals set forth in the ICP and based upon the authorization of the Board or authorized committee thereof. The terms and conditions of the Company’s ICP will be provided to Employee. Any such participation in the ICP will be on a pro rata basis for calendar year 2015.
 
In addition to the ICP, starting in 2015, Employee will be a participant in the Company’s Long Term Compensation Program (LTCP), which provides for incentive compensation in the form of Company equity, as defined in the LTCP, and based upon the authorization of the Board or authorized committee thereof, up to 150% of Employee’s annual salary, and in certain circumstances of performance exceeding such amount. The LTCP will be provided annually to Employee.
 
8.              Employee shall be entitled to five weeks paid vacation per calendar year (pro-rated for 2015) or such greater amount as may be provided under Company’s then prevailing vacation policy as in effect from time to time. All vacation shall be scheduled so as not to interfere with Company’s operations.
 
9.              a)   Employee shall be entitled during the Term to all of the corporate fringe benefits from time to time afforded by Company generally to its executives, including family health insurance coverage, a leased vehicle (generally consistent with that provided to executive officers in the Company’s industry, regarding model, year and reimbursement for related expenses) or a vehicle allowance, and financial planning services. During the Term, the Company shall reimburse Employee for reasonable out-of-pocket expenses incurred by Employee in connection with the performance of his duties and responsibilities hereunder, in accordance with Company policy, upon presentment of a valid receipt or other acceptable documentation.  The Company shall pay Employee’s legal fees incurred in connection with the negotiation of this Agreement in an amount up to $5,000.
 
b)   In addition, the Company shall pay Employee’s relocation expenses per the Company Relocation Policy.
 
10.           In the event Employee’s employment with Company shall terminate for any reason, then, in addition to any entitlements under Section 10 or Section 11 hereof, if then applicable thereto, Employee shall be entitled to receive any unpaid (earned at the date of such termination) salary, vacation and/or ICP bonus, which Employee shall have earned in respect of any specific objectives completed during the fiscal year of Company.
 
11.           In the event (x) Company shall terminate the employment of Employee under this Agreement for any reason other than (i) “Cause” (as herein defined),
 
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(ii) Employee’s death, or (iii) by reason of notice from Employee that Employee intends to terminate his employment with Company, whether such termination by Company is pursuant to a notice given under Section 1 above, or whether such termination shall otherwise occur upon the expiration of, or at any time during, the Term, or (y) Executive shall terminate his employment with Company within twelve (12) months after Executive shall have been demoted by Company from his position as President and Chief Executive Officer of Company or shall otherwise have suffered by reason of Company’s intentional actions regarding the terms and nature of his employment such a fundamental change in his employment with Company as to effectively amount to a “constructive termination” of his employment with Company (but shall not in fact have been discharged from such employment), including a reduction of Employee’s base annual salary, or a diminution in Employee’s duties or responsibilities (collectively, “Good Reason”):
 
Company shall pay to Employee, and Employee shall be entitled to receive as his sole and exclusive remedy and compensation by reason of or arising out of such termination, in addition to the amounts specified in Section 9 hereof, an amount (the “Severance Amount”) equal to 200% of Employee’s then current annual salary at the time of such termination. The Severance Amount shall be due and payable to Employee in twelve (12) equal monthly installments commencing with the first month after the month of such termination.  In addition, unvested portions of the Equity Replacement Grant shares, under Section 5(b), shall vest in full.
 
Prior to the Company making and the Employee receiving any payment required under paragraph 10 a), 11 a) or 11 b) of this Agreement, Employee will execute a full and complete release of the Company, said release to be prepared by the Company.
 
12.            In the event a Change of Control Event (as herein defined) shall occur during the Term, then, if Company (or any other successor thereto for which Employee shall thereupon become employed) shall terminate Employee’s employment with Company (or such successor) for any reason, other than (i) for Cause, (ii) Employee’s death, or (iii) by reason of notice from Employee of Employee’s intention to terminate his employment with Company (or such successor), in each case prior to the second anniversary of such Change of Control Event, then Company shall pay to Employee, in lieu of the Severance Amount provided for in Section 10(a) hereof, but in addition to the amounts specified in Section 9 hereof (and in any event subject to Section 11(d) hereof), an amount (the “Involuntary Change of Control Amount”), equal to 200% of the sum of (x) Employee’s then current annual salary, plus (y) the annual bonus earned by Employee in respect of the fiscal year of Company immediately prior to the fiscal year in which such Change of Control Event occurs. Such Involuntary Change of Control Amount shall be due and payable to Employee in one lump sum within ninety (90) days after termination.  In addition, the unvested portions of the “sign-on” stock options and restricted shares under Section 5(a), shall vest in full. Stock options shall be exercisable for 60 days thereafter and the restricted shares shall be fully transferable. Furthermore, Equity Replacement Grant shares, under Section 5(b) shall also vest in full.
 
In the event a Change of Control event shall occur, then, if Employee elects to terminate his employment with Company (or the successor thereto for which Employee shall thereupon become employed) prior to the second anniversary of such Change of Control Event, then Company shall pay to Employee (and in any event
 
3
subject to Section 11(d) hereof), an amount (the “Voluntary Change of Control Amount”) equal to 100% of Employee’s then current annual salary. The Voluntary Change of Control Amount shall be due and payable in twelve (12) equal monthly installments commencing the month immediately after the month in which the Change of Control Event occurs.
 
For purposes of this Agreement:
 
“Change of Control Event” means the occurrence of any of the following events during the Term:
 
(i)                   any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is or becomes (including by merger, consolidation or otherwise) the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 promulgated under the Exchange Act, directly or indirectly, of 50% or more of the voting power of the total outstanding Voting Stock of Company;
 
(ii)                  the sale or other disposition (other than by way of merger or consolidation) of all or substantially all of the capital stock or assets of Company to any Person or group (as defined in Rule 13d-5 promulgated under the Exchange Act) as an entirety or substantially as an entirety in one transaction or a series of related transactions, unless the ultimate “beneficial owners” of the Voting Stock of such Person immediately after giving effect to such transaction own, directly or indirectly, more than 80% of the total voting power of the total outstanding Voting Stock of Company immediately prior to such transaction.
 
(1)              “Person” means any individual, corporation, partnership, joint venture, limited liability company, trust, or other entity.
(2)              “Voting Stock” of a person means capital stock of or equity interests in such Person of the class or classes pursuant to which the holders thereof have the general voting power under ordinary circumstances to elect at least a majority of the board of directors, managers, general partner(s) or trustees of such Person (irrespective of whether or not at the time stock or equity interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency).
 
Notwithstanding anything in this Agreement to the contrary, in the event that any amount which otherwise would be payable under or pursuant to this Agreement, together with all other amounts payable and benefits provided to Employee under or pursuant to this Agreement and/or under any other plan(s), agreements and/or arrangement(s) arising out of Employee’s employment relationship with Company and/or any direct or indirect subsidiary of Company (including without limitation any such amounts payable by any affiliate of Company or any acquirer of any of the stock or assets of Company or any affiliate of such acquirer) (i) would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (“Code”), and (ii) but for this Section 11(d), would be subject to the excise tax imposed by Section 4999 of the Code, then Employee’s severance and other benefits hereunder shall be either:
 
(i)                    delivered in full, or
 
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(ii)                  delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.  Unless Company and Employee otherwise agree in writing, any determination required under this Section 11(d) will be made in writing by independent public accountants as Company and Employee agree (the “Accountants”), whose determination will be conclusive and binding upon Employee and Company for all purposes.  For purposes of making the calculations required by this Section 10(d), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.  Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision.  Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision.  Any reduction in payments and/or benefits required by this Section 11(d) shall occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Employee.  In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Employee’s equity awards.  If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.
 
13.           For purposes of this Section 12, in the event of a termination of Employee’s employment for any reason, the Term shall be deemed to end on the effective date of such termination.
 
 During the Term (as determined pursuant to Section 12(a) above), and for two (2) years thereafter, Employee shall not:
 
(i)                    directly or indirectly own, manage, operate, join, control, or participate in the ownership, management, operation, or control of, or make any financial investment in, or become employed by, or be connected in any manner with, or render (whether or not for compensation) any consulting, advisory or other services to or for the benefit of, any Person, or otherwise engage in any business or activity, which directly or indirectly competes with any business conducted by Company and/or any of its subsidiaries; provided, however, that it shall not be a violation of this Agreement for Employee to have beneficial ownership of less than 1% of the outstanding amount of any class of securities listed on a national securities exchange or quoted on an inter-dealer quotation system;
 
(ii)                   directly or indirectly solicit, in competition with Company and/or any of its subsidiaries, any Person who is a client or customer of any business conducted by Company and/or any of its subsidiaries; or
 
(iii)                 directly or indirectly induce or attempt to induce any employee of Company and/or any of its subsidiaries to terminate his or her employment for any purpose, including, without limitation, in order to enter into employment with any
 
5
Person which competes with any business conducted by Company and/or any of its subsidiaries.
 
Notwithstanding the foregoing, it is understood and agreed that in the event any entity shall acquire control of Company or shall become a successor to Company, the provisions of this Section 12(b) shall not apply to any business or activity conducted by such entity or any of its subsidiaries which is not substantially similar to any of the business(es) or activities conducted by any of Company and its subsidiaries.  In addition, the provisions of this Section 12(b) shall not apply in the event that Company terminates Employee’s employment without Cause (including Company’s failure to renew the Term for any additional Extension Period pursuant to Section 1 above) or Employee terminates his employment for Good Reason.

14.           Employee acknowledges that in the course of his employment with Company, he will have acquired information concerning Company and/or its subsidiaries which is not publicly available, including non-public financial information and trade secrets (“Proprietary Information”). At all times during his employment and after his employment terminates, except as required for Employee to discharge his duties hereunder, Employee will keep such Proprietary Information confidential and will not make use of such Proprietary Information on his own behalf, or on behalf of any Person, without the express prior written consent from Company (which may be withheld for any reason), unless such information shall have become public knowledge other than by being divulged or made accessible by him in breach of this provision or any obligation or fiduciary duty to Company or any of its subsidiaries; provided that such confidentially obligation shall not prohibit disclosure of information required pursuant to governmental or judicial process or procedure.
 
15.           Employee acknowledges that as President and Chief Executive Officer of Company he has been placed in a position of confidence and trust with the clients and employees of Company, and that, in connection with such services to Company, he has had and will have access to confidential information vital to the business of Company and/or one or more of its subsidiaries. Employee further acknowledges that, in view of the nature of the business in which Company and/or its subsidiaries is engaged, the covenants in Sections 12 and 13 hereof are reasonable and necessary in order to protect the legitimate interests of Company and that violation of any thereof would result in irreparable injury to Company. Accordingly, Employee consents and agrees that, if he violates or threatens to violate any of such provisions, Company shall be entitled to obtain from any court of competent jurisdiction, without the posting of any bond or other security, preliminary and permanent injunctive relief, as well as damages and an equitable accounting of all earnings, profits and other benefits arising from such violation, which rights shall be cumulative and in addition to any other rights or remedies in law or equity to which Company may be entitled.
 
16.           Employee acknowledges that: (i) the enforcement of any of the provisions of any of Sections 12, 13 and 14 hereof (the “Restrictive Covenants”) against Employee would not impose any undue burden upon Employee; and (ii) none of the Restrictive Covenants is unreasonable as to duration or scope. If, notwithstanding the foregoing, any provision hereof would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason (including, without limitation, any provision which may be held unenforceable because of the scope, duration or area of its applicability), unless
 
6
narrowed by construction, such provision shall, as to such jurisdiction, be construed as if such invalid, prohibited or unenforceable provision had been more narrowly drawn so as not to be invalid, prohibited or unenforceable (and the court making any such determination as to any provision shall have the power to modify such scope, duration or area of all of them, and such provision shall then be applicable in such modified form in such jurisdiction only). If, notwithstanding the foregoing, any provision hereof would be held to be invalid, prohibited or unenforceable in any jurisdiction for any reason, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability, without invalidating the remaining provisions of this Agreement, or affecting the validity or enforceability of such provision in any other jurisdiction.
 
17.          Company shall be entitled to terminate the employment of Employee under this Agreement for Cause at any time during the Term or Extension Periods. “Cause” as used herein shall mean the following:
 
(1) Habitual absence or lateness;
 
(2) Gross insubordination or material violation of published material Company policies;
 
(3) Failure to observe the provisions of Section 3 of this Agreement concerning the devotion of full time to Company’s business;
 
(4) Failure to comply with any of the provisions of Section 13 or 14 hereof; or
 
(5) Any action which constitutes a violation of any applicable criminal statute ; or
 
(6) Any action which violates Employee’s fiduciary duties to the Company.
 
Company shall also be entitled to terminate the employment of Employee under this Agreement for any reason other than for Cause, in which case the provisions of Section 9, and of Section 10 or Section 11, hereof shall, to the extent provided therein, be applicable.
 
In the event of a Change of Control Event, Employee shall be entitled to terminate his employment with Company prior to the second anniversary of such Change of Control Event and in such event the provisions of Section 9 and of Section 11 hereof shall, to the extent provided therein, apply.
 
Upon any termination pursuant to this Section 16 of Employee’s employment with Company, the Term shall be deemed to end concurrently with the effectiveness of such termination.
 
Employee shall have no duty to mitigate hereunder.
 
18.           Employee may not assign or transfer this Agreement or any of his rights, duties or obligations hereunder. Company may assign this Agreement to any Person
 
7
acquiring all or substantially all of Company’s assets (by merger, sale of assets or otherwise) so long as such Person assumes Company’s obligations hereunder.  If Employee shall die, all amounts that otherwise would have been payable to Employee (including under Sections 9, 10 or 11) shall be paid to his estate.
 
19.           This Agreement and the Confidentiality and Non-Competition Agreements between Company and Employee set forth the entire understanding of the parties, and supersede any and all prior agreements, oral or written, relating to Employee’s employment by Company or the termination thereof. This Agreement may not be modified except by a writing, signed by Employee and by a duly authorized officer or director of Company. This Agreement shall be binding upon and shall inure to the benefit of Employee’s heirs and personal representatives, and the successors and assigns of Company.
 
20.           This Agreement may be executed in more than one counterpart which, when taken together, shall constitute one complete, executed Agreement.
 
21.           This Agreement shall be governed by and construed in accordance with the laws of the State of New York.
 
22.            Anything in this Agreement to the contrary notwithstanding:
 
It is intended that any amounts payable under this Agreement will either be exempt from or comply with Section 409A of the Code (“Section 409A”) and all regulations, guidance and other interpretive authority issued thereunder so as not to subject Employee to payment of any additional tax, penalty or interest imposed under Section 409A, and this Agreement will be interpreted on a basis consistent with such intent.
 
To the extent necessary to comply with the provisions of Section 409A of the Code and the guidance issued thereunder, reimbursements to the Executive in connection with his employment shall be made not later than the end of the calendar year following the year in which the reimbursable expense is incurred and shall otherwise be made in a manner that complies with the requirements of Treasury Regulation Section 1.409A−3(i)(l)(iv).  Anything in this Agreement to the contrary notwithstanding, any tax gross-up payment (within the meaning of Treas. Reg. Section 1.409A-3(i)(1)(v)) provided for in this Agreement shall be made to Employee no later than the end of Employee’s taxable year next following Employee’s taxable year in which Employee remits the related taxes.
 
If Employee is a “specified employee” within the meaning of Treasury Regulation Section 1.409A -1(i) as of the date of Employee’s separation from service (within the meaning of Treas. Reg. Section 1.409A-1(h)), then any payment or benefit pursuant to this Agreement on account of Employee’s separation from service, to the extent such payment constitutes non-qualified deferred compensation subject to Section 409A and required to be delayed pursuant to Section 409A(a)(2)(B)(i) of the Code (after taking into account any exclusions applicable to such payment under Section 409A), shall not be made until the first business day after (i) the expiration of six (6) months from the date of Employee’s separation from service, or (ii) if earlier, the date of Employee’s death (the “Delay Period”), and all such unpaid amounts promptly paid in a lump sum thereafter.  For purposes of this Agreement, the Executive’s employment with the Company will not
 
8
be treated as terminated unless and until such termination of employment constitutes a “separation from service” with Company under Treas. Reg. Section 1.409A-1(h)).  To the extent any amount payable to Employee is subject to Employee’s entering into a release of claims with Company and any such amount is a deferral of compensation under Section 409A and which amount could be payable in either of two taxable years for Employee, and the timing of such payment is not subject to terms and conditions under another plan, program or agreement of Company that otherwise satisfies Section 409A, such payments shall be made or commence, as applicable, on January 15 (or any later date within seven (7) days after the release becomes irrevocable) of such later taxable year and shall include all payments that otherwise would have been made before such date.
 
23.              The Company agrees to indemnify Employee to the fullest extent provided or allowed by applicable law from and against any and all claims, liabilities and expenses, including reasonable attorneys’ fees and costs, relating to or arising out of (i) any claim that Employee is subject to any restrictive covenant, or (ii) acts of Employee in performance of his duties and responsibilities hereunder by or for the benefit of the Company.  Any claim described in (i) above shall not be deemed to constitute Cause hereunder.  The indemnity obligations set forth herein shall survive the termination or expiration of this Agreement.

Executed as of the day and year first above written.

  BALCHEM CORPORATION
     
 
By:
/s/ Dino A. Rossi
   
Dino A. Rossi
   
Chairman, President & CEO

 
By:
/s/ Theodore L. Harris
     
   
 Theodore L. Harris

Disclaimer: Nothing in this offer is intended to be, nor should it be, construed as a guarantee that employment or any benefit will be continued for any period of time. Employment is “at-will;” meaning that you have the right to terminate your employment at any time, with or without cause or notice, and the Company has the same right. Employment is contingent upon a negative intoxicant screen, completion of a job related physical examination, satisfactory findings of any subsequent background or reference investigation and upon execution of the Balchem Corporation Confidentiality and Non-Competition Agreement.
 
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 Exhibit 31.1
 
CERTIFICATIONS
I, Theodore L. Harris, certify that:
1. I have reviewed this quarterly report on Form 10-Q 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: August 5, 2015
/s/ Theodore L. Harris
 
Theodore L. Harris,
 
President and Chief Executive Officer
 
(Principal Executive Officer)
 
 
Exhibit 31.2
 
CERTIFICATIONS
I, William A. Backus, certify that:
1. I have reviewed this quarterly report on Form 10-Q 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: August 5, 2015
  /s/ William A. Backus
 
William A. Backus,
 
Chief Financial Officer and Treasurer
 
(Principal Financial Officer)
 

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Balchem Corporation (the “Company”) on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Theodore L. Harris, Chairman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Theodore L. Harris
Theodore L. Harris
President and Chief Executive Officer
(Principal Executive Officer)
August 5, 2015
 
 
Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Balchem Corporation (the "Company") on Form 10-Q for the period ended June 30, 2015 as filed with the Securities and Exchange Com mission on the date hereof (the "Report"), I, William A. Backus, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William A. Backus
William A. Backus
Chief Financial Officer and Treasurer
(Principal Financial Officer)
August 5, 2015