FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Mark One) Quarterly Report Pursuant to Section 13 or 15(d) of
|X| the Securities Exchange Act of 1934
For The Quarterly Period Ended June 30, 2006
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 (I.R.S. Employer Identification Number)
incorporation or organization)
P.O. Box 600 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 |X| No |_|
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer |_| Accelerated filer |X| Non-accelerated filer |_|
Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
Yes |_| No |X|
As of August 4, 2006 the registrant had 11,629,868 shares of its Common Stock,
$.06 2/3 par value, outstanding.
Part 1 - Financial Information
Item 1. Financial Statements
BALCHEM CORPORATION
Condensed Consolidated Balance Sheets
(In thousands)
(unaudited)
June 30, December 31,
Assets 2006 2005
------ ------------ ------------
Current assets:
Cash and cash equivalents $ 2,580 $ 12,996
Accounts receivable 12,140 11,521
Inventories 9,454 8,540
Prepaid income taxes -- 143
Prepaid expenses and other 1,473 1,790
Deferred income taxes 284 276
------------ ------------
Total current assets 25,931 35,266
Property, plant and equipment, net 25,540 24,400
Goodwill 25,143 13,327
Intangible assets with finite lives, net 7,248 2,148
------------ ------------
Total assets $ 83,862 $ 75,141
============ ============
Liabilities and Stockholders' Equity
------------------------------------
Current liabilities:
Trade accounts payable $ 3,374 $ 2,562
Accrued expenses 914 2,601
Accrued compensation and other benefits 1,145 1,756
Customer deposits and other deferred revenue 534 1,186
Current portion of long-term debt 1,500 --
Dividends payable -- 1,045
Income tax payable 899 --
------------ ------------
Total current liabilities 8,366 9,150
------------ ------------
Deferred income taxes 6,389 4,015
Other long-term obligations 1,065 1,043
------------ ------------
Total liabilities 15,820 14,208
------------ ------------
Stockholders' equity:
Preferred stock, $25 par value. Authorized 2,000,000
shares; none issued and outstanding -- --
Common stock, $.0667 par value. Authorized 25,000,000 shares; 11,649,845 shares issued
and 11,624,264 shares outstanding at June 30, 2006 and 11,640,964 shares issued and
11,576,948 shares outstanding at December 31, 2005 776 776
Additional paid-in capital 8,513 8,008
Retained earnings 59,219 53,306
Treasury stock, at cost: 25,581 and 64,016 shares at June 30, 2006 and December 31, 2005,
respectively (466) (1,157)
------------ ------------
Total stockholders' equity 68,042 60,933
------------ ------------
Total liabilities and stockholders' equity $ 83,862 $ 75,141
============ ============
See accompanying notes to condensed consolidated financial statements
2
BALCHEM CORPORATION
Condensed Consolidated Statements of Earnings
(In thousands, except per share data)
(unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
-------- -------- -------- --------
Net sales $ 25,100 $ 19,484 $ 49,697 $ 38,824
Cost of sales 16,300 12,372 32,675 24,530
-------- -------- -------- --------
Gross profit 8,800 7,112 17,022 14,294
Operating expenses:
Selling expenses 1,941 1,082 3,610 2,311
Research and development expenses 486 560 1,012 1,045
General and administrative expenses 1,503 1,191 3,061 2,628
-------- -------- -------- --------
3,930 2,833 7,683 5,984
-------- -------- -------- --------
Earnings from operations 4,870 4,279 9,339 8,310
Other expenses (income):
Interest (income) (27) (69) (89) (109)
Interest expense 84 2 170 4
-------- -------- -------- --------
Earnings before income tax expense 4,813 4,346 9,258 8,415
Income tax expense 1,758 1,616 3,345 3,117
-------- -------- -------- --------
Net earnings $ 3,055 $ 2,730 $ 5,913 $ 5,298
======== ======== ======== ========
Net earnings per common share - basic $ 0.26 $ 0.24 $ 0.51 $ 0.46
======== ======== ======== ========
Net earnings per common share - diluted $ 0.25 $ 0.23 $ 0.49 $ 0.44
======== ======== ======== ========
See accompanying notes to condensed consolidated financial statements
3
BALCHEM CORPORATION
Condensed Consolidated Statements of Cash Flows
(In thousands)
(unaudited)
Six Months Ended
June 30,
2006 2005
-------- --------
Cash flows from operating activities:
Net earnings $ 5,913 $ 5,298
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 1,699 1,340
Shares issued under employee benefit plans 208 148
Deferred income taxes (2) 110
Stock compensation expense 524 --
Excess tax benefits from stock compensation -- 17
Provision for doubtful accounts 9 (32)
Changes in assets and liabilities net of effects of acquisition:
Accounts receivable (628) (1,325)
Inventories (362) (44)
Prepaid expenses and other current assets 317 525
Income taxes 1,042 162
Customer deposits and other deferred revenue (652) (437)
Accounts payable and accrued expenses (1,486) 552
Other long-term obligations 30 30
-------- --------
Net cash provided by operating activities 6,612 6,344
-------- --------
Cash flows from investing activities:
Capital expenditures (598) (817)
Proceeds from sale of property, plant & equipment -- 4
Cash paid for intangible assets acquired (76) (42)
Acquisition of assets (17,266) (11,411)
-------- --------
Net cash used in investing activities (17,940) (12,266)
-------- --------
Cash flows from financing activities:
Proceeds from long-term borrowings 10,000 --
Short-term obligation -- 10,399
Principal payments on long-term debt (8,500) --
Proceeds from stock options 301 1,243
Excess tax benefits from stock compensation 163 --
Dividends paid (1,045) (685)
Other financing activities (7) (7)
-------- --------
Net cash provided by financing activities 912 10,950
-------- --------
Increase (decrease) in cash and cash equivalents (10,416) 5,028
Cash and cash equivalents beginning of period 12,996 12,734
-------- --------
Cash and cash equivalents end of period $ 2,580 $ 17,762
======== ========
See accompanying notes to condensed consolidated financial statements
4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(All dollar amounts in thousands, except 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, 2005 consolidated financial statements, and should be read in
conjunction with the consolidated financial statements and notes, which appear
in our Annual Report on Form 10-K. References in this report to "the Company"
mean Balchem and/or its subsidiaries, BCP Ingredients, Inc., Balchem Minerals
Corporation and Chelated Minerals Corporation, 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
governing interim financial statements and the instructions to Form 10-Q and
Article 10 of Regulation S-X and therefore do not include some information and
notes necessary to conform to annual reporting requirements. The results of
operations for the six months ended June 30, 2006 are not necessarily indicative
of the operating results expected for the full year or any interim period.
NOTE 2 - CMC ACQUISITION
------------------------
On February 8, 2006, the Company, through its wholly owned subsidiary Balchem
Minerals Corporation ("BMC"), completed an acquisition (the "Acquisition") of
all of the outstanding capital stock of Chelated Minerals Corporation ("CMC"), a
privately held Utah corporation, for a purchase price of $17,350 subject to
adjustment based upon CMC's actual working capital and other adjustments. On
February 6, 2006, the Company and its principal bank entered into a new Loan
Agreement (the "New Loan Agreement") providing for an unsecured term loan of
$10,000 (the "Term Loan"), the proceeds of which were used to fund the
acquisition, in part. The remaining balance of the purchase price of the
Acquisition was funded through Balchem's cash on hand. The Term Loan is payable
in equal monthly installments of principal, together with accrued interest, and
has a maturity date of March 1, 2009. The Term Loan is subject to an interest
rate equal to LIBOR plus 1.00%. At June 30, 2006, this interest rate was 6.11%.
The preliminary allocation of the total purchase price, including acquisition
costs, of CMC's net tangible and intangible assets was based on their estimated
fair values as of February 8, 2006. Adjustments to these estimates will be
included in the allocation of the purchase price of CMC upon settlement of any
working capital or other adjustments. The excess of the purchase price over the
identifiable intangible and net tangible assets was allocated to goodwill. The
preliminary purchase price has been allocated as follows (in thousands):
5
----------------------------------------------------------
Fair Value
Recorded
in Purchase
Accounting
----------------------------------------------------------
Accounts receivable $ 884
Inventory 552
Property, plant and equipment 1,980
Current liabilities (388)
Other long-term liabilities (2,368)
Goodwill 11,767
Financing costs 49
Other intangible assets 5,285
----------------------------------------------------------
Total $ 17,761
----------------------------------------------------------
The CMC acquisition has been accounted for using the purchase method of
accounting and the purchase price of the acquisition has been assigned to the
net assets acquired based on the fair value of such assets and liabilities at
the date of acquisition. The consolidated financial statements include the
results of operations of the acquired product lines from the date of purchase.
Pro Forma Summary of Operations
The following unaudited pro forma information has been prepared as if the CMC
acquisition had occurred on January 1, 2006 and does not include cost savings
expected from the transaction. In addition to including the results of
operations, the pro forma information gives effect primarily to changes in
depreciation and amortization of tangible and intangible assets resulting from
the acquisition.
The pro forma information presented does not purport to be indicative of the
results that actually would have been attained if the CMC acquisition had
occurred at the beginning of the periods presented and is not intended to be a
projection of future results.
-----------------------------------------------------------
Pro-Forma
Three months Ended
June 30,
2006 2005
-----------------------------------------------------------
Net sales $ 25,100 $ 21,027
Net earnings 3,055 2,929
Basic EPS .26 .25
Diluted EPS .25 .24
-----------------------------------------------------------
----------------------------------------------------------
Pro-Forma
Six months Ended
June 30,
2006 2005
----------------------------------------------------------
Net sales $ 50,431 $ 41,966
Net earnings 5,960 5,604
Basic EPS .51 .49
Diluted EPS .49 .47
----------------------------------------------------------
6
NOTE 3 - ACQUISITION OF ASSETS
------------------------------
Effective June 30, 2005, pursuant to an asset purchase agreement of same date
(the "Asset Purchase Agreement"), the Company acquired certain assets of Loders
Croklaan USA, LLC ("Seller") relating to the encapsulation, agglomeration and
granulation business for a purchase price including acquisition costs of $9,885
plus $725 for certain product inventories and $809 for certain accounts
receivable. With the exception of $985, which was paid during the quarter ended
June 30, 2005, all of such payment was made on July 1, 2005 from the Company's
cash reserves.
The Asset Purchase Agreement also provides for the contingent payment by the
Company of additional consideration to Seller based upon the volume of sales
associated with one particular product acquired by the Company during the three
year period following the acquisition. Such contingent consideration will be
recorded as an additional cost of the acquired product lines.
The allocation of the purchase price of the acquisition has been assigned to the
long-term net assets acquired as follows:
-----------------------------------------------------------
Fair Value Recorded
in Purchase
Accounting
-----------------------------------------------------------
Equipment $ 1,436
Customer List 1,350
Patent 140
Goodwill 6,959
-----------------------------------------------------------
Total $ 9,885
-----------------------------------------------------------
The purchase price allocations have been made on the basis of estimates made by
the Company. The financial statement amounts are subject to subsequent revision
to give effect to other pre-acquisition contingencies that may become resolved
during subsequent periods.
The Loders Croklaan acquisition has been accounted for using the purchase method
of accounting and the purchase price of the acquisition has been assigned to the
net assets acquired based on the fair value of such assets and liabilities at
the date of acquisition. The consolidated financial statements include the
results of operations of the acquired product lines from the date of purchase.
Pro Forma Summary of Operations
The following unaudited pro forma information has been prepared as if the Loders
Croklaan acquisition had occurred on January 1, 2005 and does not include cost
savings expected from the transaction. In addition to including the results of
operations, the pro forma information gives effect primarily to changes in
depreciation and amortization of tangible and intangible assets resulting from
the acquisition.
7
The pro forma information presented does not purport to be indicative of the
results that actually would have been attained if the Loders Croklaan
acquisition had occurred at the beginning of the periods presented and is not
intended to be a projection of future results.
--------------------------------------------------
Pro-Forma
Three months Ended
June 30, 2005
--------------------------------------------------
Net sales $ 21,112
Net earnings 2,942
Basic EPS .25
Diluted EPS .24
--------------------------------------------------
--------------------------------------------------
Pro-Forma
Six months Ended
June 30, 2005
--------------------------------------------------
Net sales $ 42,111
Net earnings 5,870
Basic EPS .51
Diluted EPS .49
--------------------------------------------------
NOTE 4 - STOCK INCENTIVE PLAN
-----------------------------
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 123 (revised 2004), "Share Based
Payment," (SFAS 123R). SFAS 123R establishes the accounting for transactions in
which an entity pays for employee services in share-based payment transactions.
SFAS 123R 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 employee share options and similar
instruments is estimated using option-pricing models adjusted for the unique
characteristics of those instruments. That cost is recognized over the period
during which an employee is required to provide service in exchange for the
award. The Company adopted SFAS 123R effective January 1, 2006, using the
modified prospective transition method. Under this method, compensation cost is
recognized for awards granted and for awards modified, repurchased or cancelled
in the period after adoption. Compensation cost is also recognized for the
unvested portion of awards granted prior to adoption. Prior year financial
statements are not restated. The Company's results for the three and six months
ended June 30, 2006 reflected the following change as a result of adopting SFAS
123R:
-----------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, 2006 June 30, 2006
-----------------------------------------------------------------------------
Cost of sales $ 27 $ 54
Operating expenses 235 470
Net earnings (205) (459)
Basic earnings per common share (0.02) (0.04)
Diluted earnings per common share $ (0.02) $ (0.03)
-----------------------------------------------------------------------------
8
Additionally, upon adoption of SFAS 123R, excess tax benefits related to stock
compensation are presented as a cash inflow from financing activities. This
change had the effect of decreasing cash flows from operating activities and
increasing cash flows from financing activities by $67 and $163 for the three
and six months ended June 30, 2006, respectively.
For the six months ended June 30, 2005, the Company accounted for stock based
compensation plans under APB Opinion No. 25 "Accounting for Stock Issued to
Employees." Compensation cost related to stock options issued to employees was
recorded only if the grant-date market price of the underlying stock exceeded
the exercise price. The following table illustrates the effect on net earnings
and earnings per share if a fair value based method had been applied to all
awards:
------------------------------------------------------------------------------------------
Three Months Six Months
Ended Ended
June 30, 2005 June 30, 2005
------------------------------------------------------------------------------------------
Net earnings $ 2,730 5,298
Stock-based employee compensation expense included
in net earnings, net of related tax effects -- --
Stock-based employee compensation expense
determined under fair value based method, net of
related tax effects 177 386
------------------------------------------------------------------------------------------
Pro forma net earnings $ 2,553 4,912
------------------------------------------------------------------------------------------
Basic earnings per common share:
As reported $ 0.24 0.46
Pro forma 0.22 0.43
Diluted earnings per common share:
As reported $ 0.23 0.44
Pro forma 0.21 0.41
------------------------------------------------------------------------------------------
The Company's stock incentive plans allow for the granting of restricted 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 shares to be
issued upon exercise of the outstanding options have been approved, reserved and
are adequate to cover all exercises. As of June 30, 2006, the plans had 725,190
shares available for future awards. Compensation expense for stock options and
restricted stock awards is recognized on a straight-line basis over the vesting
period, generally three years for stock options and seven years for restricted
stock awards. Certain awards provide for accelerated vesting if there is a
change in control or other qualifying events (as defined in the plans).
9
Option activity for the six months ended June 30, 2006 is summarized below:
--------------------------------------------------------------------------------------------
Weighted
Weighted Average
Average Aggregate Remaining
Exercise Intrinsic Contractual
Shares Price Value Term
--------------------------------------------------------------------------------------------
Outstanding as of December 31, 2005 1,435,465 $ 12.57
Granted 10,300 22.59
Exercised (37,893) 7.95
Expired -- --
Forfeited (12,750) 14.05
--------------------------------------------------------------------------------------------
Outstanding as of
June 30, 2006 1,395,122 $ 12.76 $ 13,588 7.0
============================================================================================
Exercisable as of
June 30, 2006 761,302 $ 9.35 $ 10,011 5.6
============================================================================================
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 0.4% and 0.4%; expected volatilities of 26% and
29%; risk-free interest rates of 3.8% and 3.6%; and expected lives of 4.5 and
4.9 for the six months ended June 30, 2006 and 2005, respectively.
For the six month periods ended June 30, 2006 and June 30, 2005, the Company
used a projected expected life for each award granted based on historical
experience of employees' exercise behavior. For the six month periods ended June
30, 2006 and June 30, 2005, expected volatility is based on historical
volatility levels. For the six month periods ended June 30, 2006 and June 30,
2005, dividend yields are based on 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, 2006 and 2005 was as follows:
--------------------------------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
--------------------------------------------------------------------------------------------------------------
Weighted-average fair value of options granted $ 5.38 $ 4.05 $ 5.25 $ 3.71
Total intrinsic value of stock options exercised $ 187 $ 348 $ 524 $ 1,114
--------------------------------------------------------------------------------------------------------------
10
Non-vested restricted stock activity for the six months ended June 30, 2006 is
summarized below:
--------------------------------------------------------------------------------
Weighted
Average Grant
Shares Date Fair Value
--------------------------------------------------------------------------------
Non-vested balance as of December 31, 2005 22,500 $ 19.83
Granted - -
Vested - -
Forfeited - -
Non-vested balance as of June 30, 2006 22,500 $ 19.83
--------------------------------------------------------------------------------
As of June 30, 2006 there was $1,891 of total unrecognized compensation cost
related to non-vested share-based compensation arrangements granted under the
plans; that cost is expected to be recognized over a weighted-average period of
two years.
NOTE 5 - INVENTORIES
--------------------
Inventories at June 30, 2006 and December 31, 2005 consisted of the following:
----------------------------------------------------------------------
June 30, December 31,
2006 2005
----------------------------------------------------------------------
Raw materials $ 4,792 $ 4,809
Finished goods 4,662 3,731
----------------------------------------------------------------------
Total inventories $ 9,454 $ 8,540
----------------------------------------------------------------------
NOTE 6 - PROPERTY, PLANT AND EQUIPMENT
--------------------------------------
Property, plant and equipment at June 30, 2006 and December 31, 2005 are
summarized as follows:
--------------------------------------------------------------------------
June 30, December 31,
2006 2005
--------------------------------------------------------------------------
Land $ 650 $ 290
Building 11,067 10,509
Equipment 32,557 31,196
Construction in Progress 631 332
--------------------------------------------------------------------------
44,905 42,327
Less: Accumulated depreciation 19,365 17,927
--------------------------------------------------------------------------
Net property, plant and equipment $ 25,540 $ 24,400
--------------------------------------------------------------------------
NOTE 7 - INTANGIBLE ASSETS
--------------------------
Goodwill represents the excess of costs over fair value of assets of businesses
acquired. The Company adopted the provisions of SFAS No. 141, Business
Combinations, and SFAS No. 142, Goodwill and Other Intangible Assets, as of
January 1, 2002. These standards require the use of the purchase method of
accounting for a business combination and define an intangible asset. Goodwill
and intangible assets acquired in a purchase business combination and determined
to have an indefinite useful life are not
11
amortized, but are instead tested for impairment at least annually in accordance
with the provisions of SFAS No. 142. SFAS No. 142 also requires that intangible
assets with estimable useful lives be amortized over their respective estimated
useful lives to their estimated residual values, and reviewed for impairment in
accordance with SFAS No. 144, Accounting for Impairment or Disposal of
Long-Lived Assets.
As of December 31, 2005, the Company performed an impairment test of its
goodwill balance. As of such date, the Company's reporting units' fair values
exceeded their carrying amounts, and therefore there was no indication that
goodwill was impaired. Accordingly, the Company was not required to perform any
further impairment tests. The Company will perform its impairment test next on
December 31, 2006.
The Company had goodwill in the amount of $25,143 and $13,327 at June 30, 2006
and December 31, 2005, respectively, subject to the provisions of SFAS Nos. 141
and 142. At June 30, 2006, the balance of goodwill includes the cost in excess
of net assets acquired of both the CMC acquisition, as described in Note 2, of
$11,816 and the acquired assets of the Loders Croklaan USA, LLC encapsulation,
agglomeration and granulation business, described in Note 3, of $6,959.
As of June 30, 2006 and December 31, 2005, the Company had identifiable
intangible assets with finite lives with a gross carrying value of approximately
$7,793 and $2,432, respectively, less accumulated amortization of $545 and $284,
respectively. At June 30, 2006, the gross carrying amount included a customer
list, trade names and trade secrets acquired as part of the CMC acquisition, as
described in Note 2, as well as a customer list and patent acquired as part of
the acquisition of certain assets of the Loders Croklaan USA, LLC encapsulation,
agglomeration and granulation business, described in Note 3.
Identifiable intangible assets with finite lives at June 30, 2006 and December
31, 2005 are summarized as follows:
---------------------------------------------------------------------------------------------------------
Gross Gross
Amortization Carrying Accumulated Carrying Accumulated
Period Amount at Amortization at Amount at Amortization
(in years) 6/30/06 6/30/06 12/31/05 at 12/31/05
---------------------------------------------------------------------------------------------------------
Customer lists 10 $ 4,888 $ 253 $ 1,350 $ 67
Regulatory re-registration
costs 10 36 - 18 -
Patents & trade secrets 15-17 1,540 177 753 141
Trademarks & trade names 17 872 68 210 49
Other 5 457 47 101 27
---------------------------------------------------------------------------------------------------------
$ 7,793 $ 545 $ 2,432 $ 284
---------------------------------------------------------------------------------------------------------
Amortization of identifiable intangible assets was $261 for the first six months
of 2006. Assuming no change in the gross carrying value of identifiable
intangible assets, the estimated amortization expense for the remainder of 2006
is $330, approximately $645 per annum for 2007 through 2009, $636 in 2010 and
$629 in 2011. At June 30, 2006, there were no identifiable intangible assets
with indefinite useful lives as defined by SFAS No. 142. 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, 2006.
12
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:
-----------------------------------------------------------------------------------------------
Net Number of
Earnings Shares Per Share
Three months ended June 30, 2006 (Numerator) (Denominator) Amount
-----------------------------------------------------------------------------------------------
Basic EPS - Net earnings and weighted
average common shares outstanding $ 3,055 11,616,923 $.26
Effect of dilutive securities - stock options 544,446
----------
Diluted EPS - Net earnings and weighted
average common shares outstanding and
effect of stock options $ 3,055 12,161,369 $.25
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Net Number of
Earnings Shares Per Share
Three months ended June 30, 2005 (Numerator) (Denominator) Amount
-----------------------------------------------------------------------------------------------
Basic EPS - Net earnings and weighted
average common shares outstanding $ 2,730 11,564,211 $.24
Effect of dilutive securities - stock options 486,182
----------
Diluted EPS - Net earnings and weighted
average common shares outstanding and
effect of stock options $ 2,730 12,050,393 $.23
-----------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------
Net Number of
Earnings Shares Per Share
Six months ended June 30, 2006 (Numerator) (Denominator) Amount
-----------------------------------------------------------------------------------------------
Basic EPS - Net earnings and weighted
average common shares outstanding $ 5,913 11,606,441 $.51
Effect of dilutive securities - stock options 552,214
----------
Diluted EPS - Net earnings and weighted
average common shares outstanding and
effect of stock options $ 5,913 12,158,655 $.49
-----------------------------------------------------------------------------------------------
13
-------------------------------------------------------------------------------------------
Net Number of
Earnings Shares Per Share
Six months ended June 30, 2005 (Numerator) (Denominator) Amount
-------------------------------------------------------------------------------------------
Basic EPS - Net earnings and weighted
average common shares outstanding $ 5,298 11,527,640 $.46
Effect of dilutive securities - stock options 459,941
----------
Diluted EPS - Net earnings and weighted
average common shares outstanding and
effect of stock options $ 5,298 11,987,581 $.44
-------------------------------------------------------------------------------------------
The Company had stock options covering 327,550 and 37,500 shares at June 30,
2006 and 2005, 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.
NOTE 9 - SEGMENT INFORMATION
----------------------------
The Company's reportable segments are strategic businesses that offer products
and services to different markets. Presently, the Company has three segments:
specialty products, encapsulated / nutritional products and BCP Ingredients, its
unencapsulated feed supplements segment.
Business Segment Net Sales:
--------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
--------------------------------------------------------------------------------------
Specialty Products $ 8,009 $ 7,603 $ 15,960 $ 14,736
Encapsulated/Nutritional Products 10,539 6,787 20,328 14,628
BCP Ingredients 6,552 5,094 13,409 9,460
--------------------------------------------------------------------------------------
Total $ 25,100 $ 19,484 $ 49,697 $ 38,824
--------------------------------------------------------------------------------------
Business Segment Earnings (Loss):
--------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
--------------------------------------------------------------------------------------
Specialty Products $ 2,764 $ 2,926 $ 5,536 $ 5,531
Encapsulated/Nutritional Products 1,013 609 2,052 1,486
BCP Ingredients 1,093 744 1,751 1,293
Interest and other income
(expense) (57) 67 (81) 105
--------------------------------------------------------------------------------------
Earnings before income
taxes $ 4,813 $ 4,346 $ 9,258 $ 8,415
--------------------------------------------------------------------------------------
14
NOTE 10- SUPPLEMENTAL CASH FLOW INFORMATION
-------------------------------------------
Cash paid during the six months ended June 30, 2006 and 2005 for income taxes
and interest is as follows:
------------------------------------------------
Six months ended
June 30,
2006 2005
------------------------------------------------
Income taxes $ 2,142 $ 2,828
Interest $ 170 $ 4
------------------------------------------------
NOTE 11- COMMON STOCK
---------------------
On December 15, 2005, the Board of Directors of the Company approved a
three-for-two split of the Company's common stock to be effected in the form of
a stock dividend to shareholders of record on December 30, 2005. Such
distribution was made on January 20, 2006. Accordingly, the stock split was
recognized by reclassifying the par value of the additional shares resulting
from the split, from additional paid-in capital to common stock. All references
to number of common shares and per share amounts except shares authorized in the
accompanying condensed consolidated financial statements were retroactively
adjusted to reflect the effect of the stock split.
In June 1999, the board of directors authorized the repurchase of shares of the
Company's outstanding common stock over a two-year period commencing July 2,
1999. Under this program, which was subsequently extended, the Company had, as
of December 31, 2004, repurchased a total 514,974 shares at an average cost of
$6.17 per share, none of which remain in treasury. In June 2005, the board of
directors authorized another extension to the stock repurchase program for up to
an additional 600,000 shares, that is, over and above those 514,974 shares
previously repurchased under the program. Under this extension, a total of
66,300 shares have been purchased at an average cost of $18.07, 25,581 of which
remain in treasury at June 30, 2006. During the six months ended June 30, 2006,
no additional shares have been purchased.
NOTE 12 - LONG TERM DEBT AND CREDIT AGREEMENTS
----------------------------------------------
On February 6, 2006, the Company and its principal bank entered into a new Loan
Agreement (the "New Loan Agreement") providing for an unsecured term loan of
$10,000 (the "Term Loan"), the proceeds of which were used to fund the CMC
acquisition (the "Acquisition"), as described in note 2, in part. The remaining
balance of the purchase price of the Acquisition was funded through Balchem's
cash on hand. The Term Loan is payable in equal monthly installments of
principal, together with accrued interest, and has a maturity date of March 1,
2009. The Term Loan is subject to an interest rate equal to LIBOR plus 1.00%. At
June 30, 2006, this interest rate was 6.11%. The Loan Agreement also provides
for an unsecured short-term revolving credit facility of $3,000 (the "New
Revolving Facility"). Borrowings under the New Revolving Facility bear interest
at LIBOR plus 1.00%. No amounts have been drawn on the New Revolving Facility as
of the date hereof. The New Revolving Facility expires in February 2007.
Management believes that such facility will be renewed in the normal course of
business. During the six months ended June 30, 2006, the Company repaid $8,500
of principal under the New Loan Agreement.
15
NOTE 13 - EMPLOYEE BENEFIT PLANS
--------------------------------
The Company sponsors a 401(k) savings and profit sharing plan for eligible
employees. The plan allows participants to make pretax contributions and the
Company matches certain percentages of those pretax contributions with shares of
the Company's common stock. The profit sharing portion of the plan is
discretionary and non-contributory. All amounts contributed to the plan are
deposited into a trust fund administered by independent trustees.
The Company also currently provides postretirement benefits in the form of an
unfunded retirement medical plan under a collective bargaining agreement
covering eligible retired employees of its Verona, Missouri facility.
Net periodic benefit cost for such retirement medical plan for the six months
ended June 30, 2006 and June 30, 2005 was as follows:
------------------------------------------------------------------
2006 2005
------------------------------------------------------------------
Service Cost $ 14 $ 17
Interest Cost 19 26
Expected return on plan assets -- --
Amortization of transition obligation -- --
Amortization of prior service cost (9) (6)
Amortization of (gain) or loss (1) --
------------------------------------------------------------------
Net periodic benefit cost $ 23 $ 37
------------------------------------------------------------------
The plan is unfunded and approved claims are paid from Company funds. Historical
cash payments made under such plan approximated $50 per year.
In December 2003, the Medicare Prescription Drug, Improvement and Modernization
Act of 2003 ("the Act") was signed into law. The Act introduced a plan sponsor
subsidy based on a percentage of a beneficiary's annual prescription drug
benefits, within defined limits, and the opportunity for a retiree to obtain
prescription drug benefits under Medicare. There is no impact of the subsidy on
the postretirement benefit obligation and net periodic cost as Medicare eligible
retirees are not covered under the Company's plan.
NOTE 14 - LICENSE AGREEMENT
---------------------------
On November 7, 2005, the Company entered into a license agreement (the "License
Agreement") with Project Management and Development Co., Ltd. ("PMD"), a
corporation organized under the laws of Great Britain. The License Agreement
gives PMD the right to utilize the Company's proprietary continuous
manufacturing technology for the production of aqueous choline chloride
("Company Technology") in connection with PMD's construction and operation of an
aqueous choline chloride production facility at PMD's Al-JuBail, Saudi Arabia
petrochemical facility, currently scheduled for completion in 2008.
The License Agreement provides PMD with the exclusive right to use Company
Technology in certain countries, as well as the non-exclusive right to market,
sell and use the products derived from Company Technology on a world-wide basis.
The License
16
Agreement further provides that the Company will be PMD's exclusive North
American distributor for said products during the term of the agreement. The
License Agreement terminates either 10 years from the start-up of the PMD's
production facility or December 31, 2020, whichever is earlier.
Pursuant to the License Agreement, PMD will pay the Company a license fee of
$1,400 and fees of $840 for the delivery by the Company of certain preliminary
drawings, specifications, process design documents containing Company
Technology, and additional training. These fees are to be paid in installments
upon achievement of certain performance milestones set forth in the License
Agreement.
The Company will provide certain performance guarantees associated with Company
Technology. In the event that the PMD manufacturing facility, if properly
designed and constructed, fails to attain said performance guarantees,
liquidated damages may be assessed. However, such damages may not exceed 70% of
the license fee.
The Company is using the percentage of completion method to recognize revenue
and expenses related to the License Agreement and the efforts-expended method
for measuring the progress to completion. As of June 30, 2006, the Company has
recognized $711 of income and $520 in expenses since the inception of the
agreement. For the six months ended June 30, 2006, the Company has recognized
$553 of income and $382 in expenses, which are included in net sales and cost of
sales, respectively, in the BCP Ingredients segment.
NOTE 15 - NEW ACCOUNTING PRONOUNCEMENTS
---------------------------------------
In November 2004, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standard No. 151, "Inventory Costs." The new statement
amends Accounting Research Bulletin No. 43, Chapter 4, "Inventory Pricing," to
clarify the accounting for abnormal amounts of idle facility expense, freight,
handling costs, and wasted material. This statement requires that those items be
recognized as current period charges and requires that allocation of fixed
production overheads to the cost of conversion be based on the normal capacity
of the production facilities. This statement is effective for fiscal years
beginning after June 15, 2005. The Company has adopted the provisions of this
statement as of January 1, 2006 and does not expect this statement to have a
material impact on its financial condition or results of operations.
17
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 the
Company's expectation or belief concerning future events that involve risks and
uncertainties. The actions and performance of the Company 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 1 of the Company's
Annual Report on Form 10-K for the year ended December 31, 2005 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
--------
The Company develops, manufactures, distributes and markets specialty
performance ingredients and products for the food, nutritional, pharmaceutical,
animal health and medical device sterilization industries. The Company's
reportable segments are strategic businesses that offer products and services to
different markets. The Company presently has three reportable segments:
specialty products; encapsulated / nutritional products; and BCP Ingredients.
Specialty Products
------------------
Our specialty products segment operates 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. The
Company's 100% ethylene oxide product is distributed by the Company in uniquely
designed, recyclable double-walled stainless steel drums to assure compliance
with safety, quality and environmental standards as outlined by the U.S.
Environmental Protection Agency (the "EPA") and the U.S. Department of
Transportation. The Company's inventory of these specially built drums, along
with the Company's two filling facilities, represent a significant capital
investment. Contract sterilizers, medical device manufacturers, and medical gas
distributors are the Company's principal customers for this product. In
addition, the Company also sells single use canisters with 100% ethylene oxide
for use in medical device sterilization. As a fumigant, ethylene oxide blends
are highly effective in killing bacteria, fungi, and insects in spices and other
seasoning materials.
We sell two other products, propylene oxide and methyl chloride, principally to
customers seeking smaller (as opposed to bulk) quantities whose requirements
include timely delivery and safe handling. Propylene oxide is used for
fumigation in spice treatment, various chemical synthesis applications, to make
paints more durable, and for manufacturing specialty starches and textile
coatings. Methyl chloride is used as a raw material in specialty herbicides,
fertilizers, pharmaceuticals, malt and wine preservers.
18
Encapsulated / Nutritional Products
-----------------------------------
The encapsulated / nutritional products segment provides microencapsulation,
granulation and agglomeration solutions to a variety of applications in food,
pharmaceutical and nutritional ingredients to enhance performance of nutritional
fortification, processing, mixing, packaging applications and shelf-life. Major
product applications are baked goods, refrigerated and frozen dough systems,
processed meats, seasoning blends, confections, nutritional supplements and
animal nutrition. We also market human grade choline nutrient products through
this segment for wellness applications. Choline is recognized to play a key role
in the structural integrity of cell membranes, processing dietary fat,
reproductive development and neural functions, such as memory and muscle
function. Balchem's portfolio of granulated calcium carbonate products are
primarily used in, or in conjunction with, novel over-the-counter and
prescription pharmaceuticals for the treatment of osteoporosis, gastric
disorders and calcium deficiencies in the United States.
In the animal health industry, Balchem markets REASHURE(R) Choline, an
encapsulated choline product that boosts health and milk production in
transition and early lactation cows. Commercial sales are currently derived from
the dairy industry where REASHURE(R) delivers nutrient supplements that survive
the rumen and are biologically available, providing required nutritional levels
during certain weeks preceding and following calving, commonly referred to as
the "transition period" of the animal. Also marketed in animal health is
NITROSHURETM, an encapsulated urea supplement for lactating dairy cows that is
designed to create a slow-release nitrogen source for the rumen, allowing for
greater flexibility in feed rations for dairy nutritionists and producers, and
NIASHURETM, our microencapsulated niacin product for dairy cows. In addition,
CMC manufactures, sells and distributes chelated mineral supplements for use in
animal feed throughout the world. CMC's proprietary chelation technology
provides enhanced nutrient absorption for various species of domestic and
companion animals.
BCP Ingredients
---------------
This segment manufactures and supplies raw choline chloride, an essential
nutrient for animal health, predominantly to the poultry and swine industries.
Choline plays a vital role in the metabolism of fat and the building and
maintaining of cell structures. Choline deficiency can result in, among other
symptoms, reduced growth and perosis in poultry, and fatty liver, kidney
necrosis and general poor health condition in swine. In addition, certain
derivatives of choline chloride are also manufactured and sold into industrial
applications. Choline chloride is manufactured and sold in both an aqueous and
dry form.
The Company sells products for all three segments through its own sales force,
independent distributors, and sales agents.
The following tables summarize consolidated net sales by segment and business
segment earnings for the six months ended June 30, 2006 and June 30, 2005 (in
thousands):
19
Business Segment Net Sales:
-------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
-------------------------------------------------------------------------------------
Specialty Products $ 8,009 $ 7,603 $ 15,960 $ 14,736
Encapsulated/Nutritional Products 10,539 6,787 20,328 14,628
BCP Ingredients 6,552 5,094 13,409 9,460
-------------------------------------------------------------------------------------
Total $ 25,100 $ 19,484 $ 49,697 $ 38,824
-------------------------------------------------------------------------------------
Business Segment Earnings (Loss):
-------------------------------------------------------------------------------------
Three Months Ended Six Months Ended
June 30, June 30,
2006 2005 2006 2005
--------------------------------------------------------------------------------------
Specialty Products $ 2,764 $ 2,926 $ 5,536 $ 5,531
Encapsulated/Nutritional Products 1,013 609 2,052 1,486
BCP Ingredients 1,093 744 1,751 1,293
Interest and other income (expense) (57) 67 (81) 105
-------------------------------------------------------------------------------------
Earnings before income taxes $ 4,813 $ 4,346 $ 9,258 $ 8,415
-------------------------------------------------------------------------------------
Effective January 1, 2006, we adopted the fair value method of accounting for
stock-based compensation under Statement of Financial Accounting Standards No.
123 (revised 2004), Share Based Payments ("SFAS 123R"). SFAS 123R allows public
companies to select from two alternative transition methods when adopting SFAS
123R, the modified prospective application or the modified retrospective
application. We have elected to adopt the provisions of SFAS 123R using the
modified prospective application. Under the modified prospective application,
the provisions of SFAS 123R are applied to new awards and awards modified,
repurchased or cancelled after the effective date. Additionally, compensation
cost for the unvested portion of awards outstanding as of January 1, 2006 shall
be recognized as the requisite service is rendered after January 1, 2006.
Share-based compensation expense of $524 was recognized for the first six months
of 2006 for the unvested portion of awards outstanding as of January 1, 2006. We
estimate that share-based compensation expense for 2006 will be approximately
$1,048.
20
RESULTS OF OPERATIONS
---------------------
Three months ended June 30, 2006 compared to three months ended June 30, 2005
Net Sales
---------
Net sales for the three months ended June 30, 2006 were $25,100 compared with
$19,484 for the three months ended June 30, 2005, an increase of $5,616 or
28.8%. Net sales for the specialty products segment were $8,009 for the three
months ended June 30, 2006 compared with $7,603 for the three months ended June
30, 2005, an increase of $406 or 5.3%. This increase was principally due to an
increase in sales volume along with modest price increases for our ethylene
oxide products for medical device sterilization and increased sales volume of
propylene oxide for starch modification. Net sales for the encapsulated /
nutritional products segment were $10,539 for the three months ended June 30,
2006 compared with $6,787 for the three months ended June 30, 2005, an increase
of $3,752 or 55.3%. This increase was due principally to increased volumes sold
in the domestic food and human choline markets and approximately $2,500
associated with the Company's new pharmaceutical, food, and chelated minerals
business lines resulting from the Loders Croklaan asset and CMC stock
acquisitions, as described in Notes 3 and 2, respectively. Net sales of $6,552
were realized for the three months ended June 30, 2006 for the BCP Ingredients
(unencapsulated feed supplements) segment, as compared with $5,094 for the three
months ended June 30, 2005, an increase of $1,458 or 28.6%. This increase was
due to increased volumes sold in dry and aqueous choline, and choline
derivatives, along with modest price increases in all product lines. In
addition, this increase also included the revenue recognized of $316 relating to
the license agreement described in Note 14.
Gross Margin
------------
Gross margin for the three months ended June 30, 2006 increased to $8,800
compared to $7,112 for the three months ended June 30, 2005, an increase of
$1,688 or 23.7%, due largely to the above-noted increase in sales. Gross margin
percentage for the three months ended June 30, 2006 was 35.1% compared to 36.5%
for the three months ended June 30, 2005. This decrease in gross margin
percentage was primarily a result of product mix and higher raw material and
fuel costs. Gross margin dollars for the specialty products segment increased
slightly as increases in sales volume and modest sales price increases were
partially offset by higher raw material prices. Gross margin dollars in the
encapsulated / nutritional products segment increased 52.0% as margins were
favorably affected by increased volumes sold in the domestic food and human
choline markets as well as sales volumes in the newly acquired product lines, as
described above. Gross margin dollars for BCP Ingredients increased 44.7% and
was favorably affected by increased sales volumes, favorable product mix and
improved productivity.
Operating Expenses
------------------
Operating expenses for the three months ended June 30, 2006 were $3,930 compared
to $2,833 for the three months ended June 30, 2005, an increase of $1,097 or
38.7%. This increase was primarily a result of increased payroll costs for new
hires, expenses relating to the adoption of the provisions of SFAS No. 123R for
stock-based compensation, expenditures in support of the Company's
pharmaceutical initiative, and increased
21
amortization expense resulting from the CMC acquisition, as described in Note 2.
Total operating expenses as a percentage of sales were 15.7% for the three
months ended June 30, 2006 compared to 14.5% for the three months ended June 30,
2005. During the three months ended June 30, 2006 and 2005, the Company spent
$486 and $560, respectively, on research and development programs, substantially
all of which pertained to the Company's encapsulated / nutritional products
segment for both human and animal health.
Earnings From Operations
------------------------
As a result of the foregoing, earnings from operations for the three months
ended June 30, 2006 were $4,870 as compared to $4,279 for the three months ended
June 30, 2005.
Other expenses (income)
-----------------------
Interest income for the three months ended June 30, 2006 totaled $27 as compared
to $69 for the three months ended June 30, 2005. This decrease is attributable
to the decrease in the average total cash balance. Interest expense was $84 for
the three months ended June 30, 2006 compared to $2 for the three months ended
June 30, 2005. This increase is attributable to the increase in average current
and long-term debt resulting from the CMC acquisition in February 2006.
Income Tax Expense
------------------
The Company's effective tax rate for the three months ended June 30, 2006 and
2005 was 36.5% and 37.2%, respectively. This decrease in the effective tax rate
is primarily attributable to a change in allocation relating to state income
taxes.
Net earnings
------------
As a result of the foregoing, net earnings were $3,055 for the three months
ended June 30, 2006 as compared with $2,730 for the three months ended June 30,
2005, an increase of 11.9%.
22
Six months ended June 30, 2006 compared to six months ended June 30, 2005
Net Sales
---------
Net sales for the six months ended June 30, 2006 were $49,697 compared with
$38,824 for the six months ended June 30, 2005, an increase of $10,873 or 28.0%.
Net sales for the specialty products segment were $15,960 for the six months
ended June 30, 2006 compared with $14,736 for the six months ended June 30,
2005, an increase of $1,224 or 8.3%. This increase was principally due to an
increase in sales volume along with modest price increases for our ethylene
oxide products for medical device sterilization and increased sales volume of
propylene oxide for starch modification. Net sales for the encapsulated /
nutritional products segment were $20,328 for the six months ended June 30, 2006
compared with $14,628 for the six months ended June 30, 2005, an increase of
$5,700 or 39.0%. This increase was due principally to increased volumes sold in
the domestic food and human choline markets and approximately $4,400 associated
with the Company's newly acquired pharmaceutical, food, and chelated minerals
business lines resulting from the Loders Croklaan asset and CMC stock
acquisitions, as described in Notes 3 and 2, respectively. Net sales of $13,409
were realized for the six months ended June 30, 2006 for the BCP Ingredients
(unencapsulated feed supplements) segment, as compared with $9,460 for the six
months ended June 30, 2005, an increase of $3,949 or 41.7%. This increase was
due to increased volumes sold in dry and aqueous choline, and choline
derivatives, along with modest price increases in all product lines. In
addition, this increase also included the revenue recognized of $553 relating to
the license agreement described in Note 14.
Gross Margin
------------
Gross margin for the six months ended June 30, 2006 increased to $17,022
compared to $14,294 for the six months ended June 30, 2005, an increase of
$2,728 or 19.1%, due largely to the above-noted increase in sales. Gross margin
percentage for the six months ended June 30, 2006 was 34.3% compared to 36.8%
for the six months ended June 30, 2005. This decrease in gross margin percentage
was primarily a result of product mix and higher raw material and fuel costs.
Gross margin dollars for the specialty products segment increased due to
improved productivity, resulting from increases in sales volume, and modest
increases in average selling price. These increases were partially offset by
higher raw material prices. Gross margin dollars in the encapsulated /
nutritional products segment increased 36.5% as margins were favorably affected
by increased volumes sold in the domestic food and human choline markets as well
as sales volumes in the new product lines, as described above. Gross margin
dollars for BCP Ingredients increased 33.7% and was favorably affected by
increased sales volumes and improved productivity.
Operating Expenses
------------------
Operating expenses for the six months ended June 30, 2006 were $7,683 compared
to $5,984 for the six months ended June 30, 2005, an increase of $1,699 or
28.4%. This increase was primarily a result of increased payroll costs for new
hires, expenses relating to the adoption of the provisions of SFAS No. 123R for
stock-based compensation, expenditures in support of the Company's
pharmaceutical initiative, and increased amortization expense resulting from the
CMC acquisition, as described in Note 2. Total
23
operating expenses as a percentage of sales were 15.5% for the six months ended
June 30, 2006 compared to 15.4% for the six months ended June 30, 2005. During
the six months ended June 30, 2006 and 2005, the Company spent $1,012 and
$1,045, respectively, on research and development programs, substantially all of
which pertained to the Company's encapsulated / nutritional products segment for
both human and animal health.
Earnings From Operations
------------------------
As a result of the foregoing, earnings from operations for the six months ended
June 30, 2006 were $9,339 as compared to $8,310 for the six months ended June
30, 2005.
Other expenses (income)
-----------------------
Interest income for the six months ended June 30, 2006 totaled $89 as compared
to $109 for the six months ended June 30, 2005. This decrease is attributable to
the decrease in the average total cash balance. Interest expense was $170 for
the six months ended June 30, 2006 compared to $4 for the six months ended June
30, 2005. This increase is attributable to the increase in average current and
long-term debt resulting from the CMC acquisition on February 8, 2006.
Income Tax Expense
------------------
The Company's effective tax rate for the six months ended June 30, 2006 and 2005
was 36.1% and 37.0%, respectively. This decrease in the effective tax rate is
primarily attributable to a change in allocation relating to state income taxes.
Net earnings
------------
As a result of the foregoing, net earnings were $5,913 for the six months ended
June 30, 2006 as compared with $5,298 for the six months ended June 30, 2005, an
increase of 11.6%.
24
FINANCIAL CONDITION
-------------------
LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
Contractual Obligations
-----------------------
As part of the June 30, 2005 acquisition of certain assets relating to the
encapsulation, agglomeration and granulation business of Loders Croklaan USA,
LLC, the asset purchase agreement provides for the contingent payment by the
Company of additional consideration based upon the volume of sales associated
with one particular product acquired by the Company during the three year period
following the acquisition. Such contingent consideration will be recorded as an
additional cost of the acquired product lines. No such contingent consideration
has been earned or paid as of June 30, 2006.
The Company's other contractual obligations and commitments principally include
obligations associated with future minimum non-cancelable operating lease
obligations (including for the headquarters office space entered into in 2002).
The Company knows of no current or pending demands on, or commitments for, its
liquid assets that will materially affect its liquidity.
The Company expects its operations to continue generating sufficient cash flow
to fund working capital requirements and necessary capital investments. The
Company is actively pursuing additional acquisition candidates. The Company
could seek additional bank loans or access to financial markets to fund such
acquisitions, its operations, working capital, necessary capital investments or
other cash requirements should it deem it necessary to do so.
Cash
----
Cash and cash equivalents decreased to $2,580 at June 30, 2006 from $12,996 at
December 31, 2005. The $10,416 decrease resulted primarily from net cash used in
investing activities of $17,940, principally for the acquisition of all of the
outstanding capital stock of Chelated Minerals Corporation ("CMC") on February
8, 2006, partially offset by an increase in net cash provided by operating
activities and financing activities of $6,612 and $912, respectively. Working
capital amounted to $17,565 at June 30, 2006 as compared to $26,116 at December
31, 2005, a decrease of $8,551 primarily due to the aforementioned decrease in
cash.
Operating Activities
--------------------
Cash flows from operating activities provided $6,612 for the six months ended
June 30, 2006 compared to $6,344 for the six months ended June 30, 2005. The
increase in cash flows from operating activities was primarily due to increases
in net earnings, depreciation expense and current income taxes. This increase
was partially offset by decreases in accounts payable and accrued expenses, as
well as customer deposits and other deferred revenue, and an increase in
inventories.
25
Investing Activities
--------------------
Capital expenditures were $598 for the six months ended June 30, 2006 compared
to $817 for the six months ended June 30, 2005 and are expected to be
approximately $2,000 for all of calendar year 2006. Cash paid for the
acquisition of all of the outstanding common stock of CMC, including acquisition
costs, net of acquisition accounts receivable collected, was $17,266.
Financing Activities
--------------------
In June 1999, the board of directors authorized the repurchase of shares of the
Company's outstanding common stock over a two-year period commencing July 2,
1999. Under this program, which was subsequently extended, the Company had, as
of December 31, 2004, repurchased a total 514,974 shares at an average cost of
$6.17 per share, none of which remain in treasury. In June 2005, the board of
directors authorized another extension to the stock repurchase program for up to
an additional 600,000 shares, that is, over and above those 514,974 shares
previously repurchased under the program. Under this extension, a total of
66,300 shares have been purchased at an average cost of $18.07, 25,581 of which
remain in treasury at June 30, 2006. During the six months ended June 30, 2006,
no additional shares have been purchased.
On February 6, 2006, the Company and its principal bank entered into a new Loan
Agreement (the "New Loan Agreement") providing for an unsecured term loan of
$10,000 (the "Term Loan"), the proceeds of which were used to fund the CMC
acquisition (the "Acquisition"), as described in note 2, in part. The remaining
balance of the purchase price of the Acquisition was funded through Balchem's
cash on hand. The Term Loan is payable in equal monthly installments of
principal, together with accrued interest, and has a maturity date of March 1,
2009. The Term Loan is subject to an interest rate equal to LIBOR plus 1.00%. At
June 30, 2006, this interest rate was 6.11%. The Loan Agreement also provides
for an unsecured short-term revolving credit facility of $3,000 (the "New
Revolving Facility"). Borrowings under the New Revolving Facility bear interest
at LIBOR plus 1.00%. No amounts have been drawn on the New Revolving Facility as
of the date hereof. The New Revolving Facility expires in February 2007.
Management believes that such facility will be renewed in the normal course of
business.
As of June 30, 2006, the Company made $8,500 in principal payments against this
term loan.
Proceeds from stock options exercised totaled $301 and $1,243 for the six months
ended June 30, 2006 and 2005, respectively. Dividend payments were $1,045 and
$685 for the six months ended June 30, 2006 and 2005, respectively.
Pursuant to the Company's adoption of the provisions of SFAS No. 123R, the
excess tax benefits of stock options exercised of $163 for the six months ended
June 30, 2006 is classified as a financing activity. These excess tax benefits
had previously been classified as an operating activity.
26
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 amount recorded
on the Company's balance sheet as of June 30, 2006 for this obligation is
$1,010, and is included under "Other long-term obligations". The postretirement
plan is not funded. Historical cash payments made under such plan have
approximated $50 per year.
Critical Accounting Policies
----------------------------
Stock Options and Restricted Stock Awards
As discussed above, effective January 1, 2006, we account for stock-based
compensation under SFAS 123R. Prior to January 1, 2006, we applied the intrinsic
value method in measuring stock-based compensation under APB 25. Under SFAS
123R, share-based payment awards result in a cost measured at fair value on the
awards' grant dates, based on the estimated number of awards expected to vest,
and that cost is recognized through earnings over the expected vesting period.
Under APB 25, when the exercise price of the Company's stock options equaled the
market value of the underlying stock on the date of the grant, no compensation
expense was recognized.
During the six months ended June 30, 2006, other than the adoption of SFAS 123R,
there were no changes to the Company's Critical Accounting Policies, as
described in its Report on Form 10-K for the year ended December 31, 2005.
Related Party Transactions
--------------------------
The Company was not engaged in related party transactions during the six months
ended June 30, 2006.
27
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Cash and cash equivalents are invested primarily in money market accounts.
Accordingly, we believe we have limited exposure to market risk for changes in
interest rates. 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. Foreign sales are
generally billed in U.S. dollars. As of June 30, 2006, the Company's only
borrowings were under a bank term loan, which bears interest at LIBOR plus
1.00%. A 100 basis point increase in interest rates, applied to the Company's
borrowings at June 30, 2006, would result in an increase in annual interest
expense and a corresponding reduction in cash flow of approximately $15. The
Company believes that its business operations are not exposed in any material
respect to market risk relating to foreign currency exchange risk or commodity
price risk.
28
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Pursuant to the requirements of the Sarbanes-Oxley Act of 2002, the
Company's management, under the supervision and with the participation of
the Company's Chief Executive Officer and Chief Financial Officer, has
evaluated, as of the end of the period covered by this Quarterly Report on
Form 10-Q, the effectiveness of the Company's disclosure controls and
procedures (including its internal controls and procedures), except for
the disclosure controls and procedures of Chelated Minerals Corporation,
which were excluded from management's evaluation. We completed the
acquisition of this business on February 8, 2006, and are currently
conducting an assessment of the business' disclosure controls and
procedures.
Based upon management's evaluation, the Chief Executive Officer and the
Chief Financial Officer have concluded that, as of the end of such period,
the Company's disclosure controls and procedures were effective in
identifying the information required to be disclosed in the Company's
periodic reports filed with the Securities and Exchange Commission
("SEC"), including this Quarterly Report on Form 10-Q, and ensuring that
such information is recorded, processed, summarized and reported within
the time periods specified in the SEC's rules and forms.
(b) Changes in Internal Controls
During the most recent fiscal quarter, 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.
29
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders.
On June 23, 2006, the Company held its annual meeting of stockholders, at which
the following two Class II directors were elected to serve until the annual
meeting of stockholders in 2009 and until the election and qualification of
their respective successors:
Director For Votes Withheld
--------- ----------------- -------------
Edward L. McMillan 10,340,578 451,712
----------------- -------------
Kenneth P. Mitchell 10,340,528 451,762
----------------- -------------
The terms of our other directors, Hoyt Ammidon, Jr., Dino A. Rossi, Dr. John Y.
Televantos and Dr. Elaine R. Wedral continued after the annual meeting.
Item 6. Exhibits
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.
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/ Dino A. Rossi
---------------------
Dino A. Rossi, President and
Chief Executive Officer
Date: August 8, 2006
30
Exhibit Index
Exhibit No. Description
----------- -----------
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.
31