UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
fiscal year ended: December 31, 2009
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For
transition period from __________ to ___________
Commission
file number 1-13648
A. Full
title of the plan and the address of the plan, if different from that of the
issuer named below:
Balchem
Corporation 401(k)/Profit Sharing Plan
B. Name
of the issuer of the securities held pursuant to the plan and the address of its
principal executive office:
Balchem
Corporation
52
Sunrise Park Road
New
Hampton, NY 10958
REQUIRED
INFORMATION
Financial
Statements:
4. In
lieu of requirements of Items 1-3, audited financial statements and schedules
prepared in accordance with the requirements of ERISA for the plan's fiscal year
ended December 31, 2009 are presented herein.
Exhibits:
Exhibit
No. 23 - Consent of MCGLADREY & PULLEN, LLP, Independent Registered Public
Accounting Firm
EXHIBIT
INDEX
Exhibit No.
|
Exhibit Description
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|
|
23
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Consent
of MCGLADREY & PULLEN, LLP
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees (or
other persons who administer the employee benefit plan) have duly caused this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
Date:
June 29, 2010
|
BALCHEM
CORPORATION
|
|
401(k)/Profit
Sharing Plan
|
|
|
|
|
By:
|
Balchem
Corporation,
|
|
|
Plan
Administrator
|
|
|
|
|
By:
|
/s/
Dino A. Rossi
|
|
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Dino
A. Rossi, President,
|
|
|
Chief
Executive Officer
|
|
|
|
|
By:
|
/s/
Francis J. Fitzpatrick
|
|
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Francis
J. Fitzpatrick,
|
|
|
Chief
Financial Officer
|
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Financial
Statements
and
Supplemental Schedules
December
31, 2009 and 2008
(With
Report of Independent Registered Public Accounting Firm)
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Table
of Contents
|
|
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
1
|
|
|
Statements
of Net Assets Available for Benefits
|
2
|
|
|
Statement
of Changes in Net Assets Available for Benefits
|
3
|
|
|
Notes
to Financial Statements
|
4
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|
|
Supplemental
Information
|
|
|
|
Schedule
H, Part IV, Line 4(a) – Schedule of Delinquent Participant
Contributions
|
15
|
|
|
Schedule
H, Part IV, Line 4(i) – Schedule of Assets (Held at End of
Year)
|
16
|
Report
of Independent Registered Public Accounting Firm
Plan
Administrator
Balchem
Corporation 401(k)/Profit Sharing Plan
We have
audited the accompanying statements of net assets available for benefits of
Balchem Corporation 401(k)/Profit Sharing Plan (the Plan) as of
December 31, 2009 and 2008, and the related statement of changes in net
assets available for benefits for the year ended December 31,
2009. These financial statements are the responsibility of the Plan’s
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We
conducted our audits in accordance with the auditing standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the net assets available for benefits of Balchem Corporation
401(k)/Profit Sharing Plan as of December 31, 2009 and 2008, and the
changes in net assets available for benefits for the year ended December 31,
2009, in conformity with U.S. generally accepted accounting
principles.
Our
audits were made for the purpose of forming an opinion on the basic financial
statements taken as a whole. The supplemental schedules of assets
(held at end of year) and delinquent participant contributions as of December
31, 2009, are presented for the purpose of additional analysis and are not a
required part of the basic financial statements, but is supplementary
information required by the United States Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These supplemental schedules are the
responsibility of the Plan's management. The supplemental schedules
have been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/ McGladrey
& Pullen, LLP
New York,
NY
June 29,
2010
BALCHEM
CORPORATION
|
|
401(k)/PROFIT
SHARING PLAN
|
|
Statements
of Net Assets Available for Benefits
|
|
December
31, 2009 and 2008
|
|
|
|
2009
|
|
|
2008
|
|
Assets:
|
|
|
|
|
|
|
Investments
at fair value (Note 3)
|
|
$
|
24,374,324
|
|
|
$
|
18,204,319
|
|
Receivables:
|
|
|
|
|
|
|
|
|
Employer
contribution
|
|
|
538,203
|
|
|
|
516,291
|
|
Participant
contributions
|
|
|
1,590
|
|
|
|
—
|
|
Net
assets available for benefits
|
|
$
|
24,914,117
|
|
|
$
|
18,720,610
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See
Notes to Financial Statements.
|
|
|
|
|
|
|
|
|
BALCHEM
CORPORATION
|
|
401(k)/PROFIT
SHARING PLAN
|
|
Statement
of Changes in Net Assets Available for Benefits
|
|
Year
ended December 31, 2009
|
|
|
|
2009
|
|
Additions
to net assets attributed to:
|
|
|
|
Investment
income:
|
|
|
|
Interest
|
|
$
|
148,476
|
|
Dividends
|
|
|
39,150
|
|
Net
appreciation in fair value of investments (Note 3)
|
|
|
4,614,997
|
|
|
|
|
4,802,623
|
|
Contributions:
|
|
|
|
|
Participant
|
|
|
1,396,245
|
|
Employer
|
|
|
942,768
|
|
|
|
|
2,339,013
|
|
Total
additions
|
|
|
7,141,636
|
|
Deductions
from net assets attributed to:
|
|
|
|
|
Benefits
paid to participants
|
|
|
(928,874
|
)
|
Fees
|
|
|
(6,116
|
)
|
Other,
net
|
|
|
(13,139
|
)
|
Total
deductions
|
|
|
(948,129
|
)
|
Net
increase in net assets available for benefits
|
|
|
6,193,507
|
|
Net
assets available for benefits at beginning of year
|
|
|
18,720,610
|
|
Net
assets available for benefits at end of year
|
|
$
|
24,914,117
|
|
|
|
|
|
|
See Notes
to Financial Statements.
|
|
|
|
|
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
Note
1 – Description of the Plan
The
following description of the Balchem Corporation 401(k)/Profit Sharing Plan (the
“Plan”) provides only general information. Participants should refer to the Plan
agreement for a more complete description of the Plan’s provisions.
General
The Plan
is principally a participant directed, defined contribution plan covering all
active employees of Balchem Corporation (the “Company”) who have 60 days of
service, as defined, and are 18 years of age or older, except those who are
currently covered by a collective bargaining agreement. The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974
(“ERISA”).
The
Company pays administrative and record keeping fees for the Plan. Plan
participants are required to pay fees for participant loans and certain
brokerage fees for transactions pertaining to investments in Balchem Corporation
Common Stock.
Contributions
Each
year, participants may contribute up to 75% of pretax annual compensation, as
defined in the Plan. Such amounts may be limited by the maximum amounts allowed
under Internal Revenue Service regulations. Participants may also contribute
amounts representing distributions from other qualified defined benefit or
defined contribution plans. Participants direct the investment of their
contributions into various investment options offered by the
Plan. The employer matching contributions equal 35% of each
participant’s elected contribution, up to a maximum of 75% of eligible
compensation, and the Company may make discretionary profit-sharing
contributions at the option of the Company’s Board of Directors. Matching
contributions are made in Balchem Corporation Common Stock on a monthly basis
based upon the closing price of the stock on the last trading day of each month
and are subject to the vesting schedule described below. Included in employer’s
contribution receivable as of December 31, 2009 and 2008 were discretionary
Company profit sharing contributions made in February 2010 and February 2009 for
the 2009 and 2008 plan years totaling $517,521, and $497,246,
respectively.
Participant
Accounts
Each
participant’s account is credited with the participant’s contribution and
allocations of the Company’s matching contributions and plan earnings or losses.
Allocations are based on participant account balances, as defined. The benefit
to which a participant is entitled is the benefit that can be provided from the
participant’s vested account.
Vesting
Participants
are 100% vested in their contributions (including rollovers) and discretionary
Company profit sharing contributions, plus actual earnings or losses thereon.
Vesting in the Company matching contribution portion of their accounts plus
actual earnings or losses thereon is based on years of continuous service, as
defined. A participant becomes 100% vested after two years of service, except
for employees hired as part of certain acquisitions, whose prior credited
service is used in determining the vested portion of such matching
contributions.
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
Investment
Options
Upon
enrollment in the Plan, participants may direct employee contributions to the
various investment options administered by Prudential Retirement Insurance and
Annuity Company (“PRIAC”) and a maximum of 10% of a participant’s contribution
to Balchem Corporation Common Stock Fund. Employer matching
contributions are made in Company stock and are directed to the Balchem
Corporation Common Stock Fund. Discretionary contributions are made
from the Company’s cash reserves.
Participant
Loans
Participants
may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to
the lesser of $50,000 or 50% of their vested account balances. Loan terms extend
up to five years or between five and ten years for the purchase of a primary
residence. The loans are secured by the balance in the participants’ accounts
and bear interest at a fixed rate based on the prime rate plus 2% at the time of
loan origination and range from 5.25% to 10.25% at December 31, 2009. Principal
and interest is paid ratably through payroll deductions.
Payment
of Benefits
On
termination of service, a participant may receive a lump sum amount equal to the
vested value of his or her account, or upon death, disability or retirement, the
participant may elect to receive annual installments over a period not to exceed
the participant’s lifetime, or the joint lifetime of the participant and the
participant’s spouse, or an annuity contract.
Income
(Loss) Allocations
Investment
income (loss) for an accounting period shall be allocated to participants’
accounts in proportion to the total of their respective account balances at the
beginning of such accounting period plus any contributions or loan repayments
credited to the account during the period.
Forfeited Accounts
Forfeited
balances of terminated participants’ non-vested accounts must first be used to
pay plan expenses and then, at the discretion of management, allocated
subsequent to the plan year end to all active participant accounts employed at
the Plan year-end. Forfeited non-vested accounts at December 31, 2009 and 2008,
totaled $27,013 and $24,342, respectively.
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
Note
2 – Summary of Accounting Policies
The
financial statements of the Plan are presented on the accrual basis of
accounting.
Risks
and Uncertainties
The
assets of the Plan at December 31, 2009 and 2008 are primarily financial
instruments which are monetary in nature. Accordingly, interest rates and market
fluctuations have a more significant impact on the Plan’s performance than the
effects of general levels of inflation. Interest rates do not necessarily move
in the same direction or in the same magnitude as the prices of goods and
services as measured by the consumer price index.
The
investments are subject to risk conditions of the individual investments’
objectives, the stock market, interest rates, economic conditions, world affairs
and, in the case of the Balchem Corporation Common Stock Fund, the results of
operations and other risks specific to Balchem Corporation.
Investment
Contracts
Fully
benefit-responsive investment contracts held by a defined-contribution plan are
required to be reported at fair value. However, contract value is the
relevant measure attribute for that portion of the net assets available for
benefits of a defined-contribution plan attributable to fully benefit-responsive
investment contracts because contract value is the amount participants would
receive if they were to initiate permitted transactions under the terms of the
plan. The Plan invests in investment contracts through the Guaranteed
Income Fund. The Statements of Net Assets Available for
Benefits presents the fair value of the Plan’s investments as the contract value
for the fully benefit-responsive investment contracts, as the contract value
approximates fair value. The Statement of Changes in Net Assets
Available for Benefits is prepared on a contract value basis for the fully
benefit-responsive investment contract.
The
Guaranteed Income Fund is recorded at contract value, which approximates fair
value. Contract value represents contributions and reinvested income,
less any withdrawals plus accrued interest, because these investments have fully
benefit-responsive features. For example, participants may ordinarily
direct the withdrawal or transfer of all or a portion of their investment at
contract value. There are no reserves against contract values for
credit risk of contract issues or otherwise. The average yield was
approximately 2.65% for 2009 and 3.40% for 2008. The crediting
interest rate for these guaranteed funds is reset semiannually by the issuer but
cannot be less than zero and was 2.65% and 3.40% at December 31, 2009 and 2008,
respectively.
Investment
Valuation and Income Recognition
The
Plan’s investments are stated at fair value. Fair value is the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date. Pooled Separate Accounts (PSA’s) fair value is determined by a
per unit value for the number of units held by the Plan at year end, much like a
mutual fund, whose value is the result of the accumulated values of the
underlying investments, and are valued based upon their ending net unit value
(“NUV”). This is based on information reported by the trustee using
the audited financial statements of the PSA’s at year end. The
Guaranteed Income Fund is stated at contract value, which approximates fair
value. Common stocks are valued based upon quoted market
prices. Registered Investment Companies are valued based upon their
ending net asset value (“NAV”). Participant loans are valued at their
outstanding balances, which approximate fair value.
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
Purchases
and sales of securities are recorded on a trade date basis. Interest income is
recorded on the accrual basis. Dividends are recorded on the ex dividend
date.
Payment
of Benefits
Benefits
are recorded when paid.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the plan
administrator to make estimates and assumptions that could affect the reported
amounts of net assets at the date of the financial statements and the reported
amounts of changes in net assets available for benefits during the reporting
period. Actual results could differ from those estimates.
Subsequent
Events
We
monitor significant events occurring after the balance sheet date and prior to
the issuance of the financial statements to determine the impacts, if any, of
events on the financial statements to be issued. All subsequent
events of which we are aware were evaluated through the filing date of this Form
11-K.
Recent
Accounting Pronouncements
The
Company adopted the Financial Accounting Standards Board (“FASB”) guidance
related to the FASB Accounting Standards Codification (“ASC”) and the Hierarchy
of Generally Accepted Accounting Principles (“GAAP”). This guidance
identifies the sources of accounting principles and the framework for selecting
the principles used in the preparation of financial statements of
nongovernmental entities that are prepared in conformity with GAAP in the United
States of America. It replaces prior guidance related to the
hierarchy of GAAP and established the ASC as the source of authoritative
accounting principles by the FASB. Rules and interpretive releases
from the Securities and Exchange Commission (“SEC”) under authority of federal
securities laws are also sources of authoritative GAAP for all SEC
registrants. The adoption of this guidance did not have any impact on
the Plan’s financial statements.
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
In April
2009, the FASB issued additional guidance for determining fair value when the
volume and level of activity for the asset or liability have significantly
decreased and identifying transactions that are not considered
orderly. The additional guidance was effective for interim and annual
reporting periods ending after June 15, 2009. The adoption of this
provision had no material impact to the Plan’s financial
statements.
In May
2009, the FASB issued guidance addressing accounting for and disclosure
requirements of events or transactions that occur after the balance sheet date,
but before the financial statements are issued. The Plan adopted the
guidance as of December 31, 2009, as it was effective for interim and annual
periods ending after June 15, 2009. In February 2010, the FASB issued
accounting guidance that, among other things, requires management to evaluate
subsequent events through the date the financial statements are issued with the
SEC and no longer requires that an SEC filer disclose the date through which
subsequent events have been reviewed. The Company adopted the
amendments upon issuance with no material impact to the Plan’s financial
statements.
In
September 2009, the FASB issued new guidance for the fair value measurement of
investments in certain entities that calculate NAV per share. The new guidance
permits, as a practical expedient, a reporting entity to measure the fair value
of an investment on the basis of the NAV per share of the investment if the NAV
is calculated in a manner consistent with the measurement principles for
Investment Companies. This guidance requires disclosure by major category of
investment about the attributes of investments, such as the nature of the
restrictions on the investor’s ability to redeem its investments at the
measurement date, any unfunded commitments, and the investment strategies of the
investees. The adoption of this guidance did not have material effect on the
Plan’s financial statements.
In
January 2010, the FASB released accounting guidance that requires new fair value
measurement classification disclosure and clarifies existing
disclosures. The guidance requires disclosures about transfers into
and out of Levels 1 and 2 of the fair value hierarchy, and separate disclosure
about purchases, sales, issuances and settlements relating to Level 3
measurements. It also clarifies the existing fair value disclosures
regarding valuation techniques, inputs used in those valuation models and at
what level of detail fair value disclosures should be provided. The
guidance is effective for interim and annual reporting periods beginning after
December 15, 2009, except for the disaggregation of the Level 3 activity, which
is effective for interim and annual periods beginning after December 15,
2010. The guidance is not expected to materially impact the Plan’s
current fair value disclosures.
Note
3 – Fair Value Measurements
Fair
Value Measurements
As of
January 1, 2008, the Plan adopted ASC 820, “Fair Value Measurements and
Disclosures” for its investments. ASC 820 establishes a
three-tier fair value hierarchy, which prioritizes the input used in measuring
fair value as follows:
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
Level
1
|
Inputs
to the valuation methodology are unadjusted quoted prices for identical
assets or liabilities in active markets that the Plan has the ability to
access.
|
Level
2
|
Inputs
to the valuation methodology include:
Quoted
prices for similar assets or liabilities in active markets;
Quoted
prices for identical or similar assets or liabilities in inactive
markets;
Inputs
other than quoted prices that are observable for the asset or
liability;
Inputs
that are derived principally from or corroborated by observable market
data by correlation or other means.
If
the asset or liability has a specified (contractual) term, the Level 2
input must be observable for substantially the full term of the asset or
liability.
|
Level
3
|
Inputs
to the valuation methodology are unobservable and significant to the fair
value measurement.
|
Market
data or assumptions about risk and the risks inherent in the inputs are used in
the valuation technique. These inputs can be readily observable,
market corroborated or generally observable. Primarily the market
approach for recurring fair value measurements is applied and also endeavors to
utilize the best available information. Accordingly, the use of
valuation techniques that maximize the use of observable inputs and minimize the
use of unobservable inputs are utilized. Fair value balances
have been classified based on the observance of those inputs into the fair value
hierarchy levels as set forth in the fair value accounting
guidance.
The
following is a description of the valuation methodologies used for the
investments measured at fair value, including the general classification of such
instruments pursuant to the valuation hierarchy. There have been no
changes in the methodologies used at December 31, 2009 and 2008.
Balchem
Corporation Common Stock: Valued at the closing price as quoted on the Nasdaq
Global Market on the last business day of the Plan year and is classified as
a Level
1
investment.
Registered
Investment Companies: Valued at the NAV of shares held by the Plan at year end
and are classified as Level 1 investments.
Pooled
Separate Accounts: Valued at a per unit value for the number of units held by
the Plan at year end, much like a mutual fund, whose value is the result of the
accumulated values of the underlying investments and are classified as Level 2
investments.
Guaranteed
Income Fund: Valued at contract value, which approximates fair value and is
classified as a Level 2 investment.
Participant
loans: Valued at their outstanding balances, which approximate fair value and
are classified as Level 3 investments.
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
The
methods described above may produce a fair value calculation that may not be
indicative of net realizable value or reflective of future fair values.
Furthermore, while the Plan believes its valuation methods are appropriate and
consistent with other market participants, the use of different methodologies or
assumptions to determine the fair value of certain financial instruments could
result in a different fair value measurement at the reporting date.
The
following tables sets forth by level, within the fair value hierarchy, the
Plan’s assets at fair value as of December 31, 2009 and 2008:
Assets
at Fair Value as of December 31, 2009
|
|
|
Quoted
Prices
In
Active
Markets
(Level
1)
|
|
|
Significant
Other
Observable
Inputs
(Level
2)
|
|
|
Significant
Unobservable
Inputs
(Level
3)
|
|
Total
|
Common
Stock of Balchem Corporation
|
|
$
|
8,803,919
|
|
|
|
|
|
|
|
$
|
8,803,919
|
|
LN
AP Fund
|
|
|
36
|
|
|
|
|
|
|
|
|
36
|
|
Registered
Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large
cap funds
|
|
|
452,956
|
|
|
|
|
|
|
|
|
|
|
Mid
cap funds
|
|
|
243,290
|
|
|
|
|
|
|
|
|
|
|
Small
cap funds
|
|
|
15,991
|
|
|
|
|
|
|
|
|
|
|
International/Global
funds
|
|
|
279,306
|
|
|
|
|
|
|
|
|
|
|
Fixed
income funds
|
|
|
51,201
|
|
|
|
|
|
|
|
|
|
|
Total
Registered Investment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Companies
|
|
|
1,042,744
|
|
|
|
|
|
|
|
|
1,042,744
|
|
Pooled
Separate Accounts:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Large
cap funds
|
|
|
|
|
|
|
2,478,078
|
|
|
|
|
|
|
|
|
Mid
cap funds
|
|
|
|
|
|
|
638,351
|
|
|
|
|
|
|
|
|
Small
cap funds
|
|
|
|
|
|
|
905,285
|
|
|
|
|
|
|
|
|
International/Global
funds
|
|
|
|
|
|
|
1,571,455
|
|
|
|
|
|
|
|
|
Blended
funds
|
|
|
|
|
|
|
3,848,274
|
|
|
|
|
|
|
|
|
Fixed
income funds
|
|
|
|
|
|
|
114,963
|
|
|
|
|
|
|
|
|
Total
Pooled Separate Accounts:
|
|
|
|
|
|
|
9,556,406
|
|
|
|
|
|
|
9,556,406
|
|
Guaranteed
Income Fund
|
|
|
|
|
|
|
4,301,558
|
|
|
|
|
|
|
4,301,558
|
|
Participant
Loans
|
|
|
|
|
|
|
|
|
|
|
669,661
|
|
|
669,661
|
|
Total
Assets at Fair Value
|
|
$
|
9,846,699
|
|
|
$
|
13,857,964
|
|
|
$
|
669,661
|
|
$
|
24,374,324
|
|
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
Assets
at Fair Value as of December 31, 2008
|
|
|
|
Quoted
Prices
In
Active
Markets
(Level
1)
|
|
|
Significant
Other
Observable
Inputs
(Level
2)
|
|
|
Significant
Unobservable
Inputs
(Level
3)
|
|
|
Total
|
|
Common
Stock of Balchem Corporation
|
|
$
|
6,857,301
|
|
|
|
|
|
|
|
|
$
|
6,857,301
|
|
Pooled
Separate Accounts
|
|
|
|
|
|
|
7,355,821
|
|
|
|
|
|
|
7,355,821
|
|
Guaranteed
Income Fund
|
|
|
|
|
|
|
3,462,395
|
|
|
|
|
|
|
3,462,395
|
|
Participant
Loans
|
|
|
|
|
|
|
|
|
|
|
528,802
|
|
|
|
528,802
|
|
Total
Assets at Fair Value
|
|
$
|
6,857,301
|
|
|
$
|
10,818,216
|
|
|
$
|
528,802
|
|
|
$
|
18,204,319
|
|
The table
below sets forth a summary of changes in the fair value of the Plan’s Level 3
assets for the year ended December 31, 2009:
Level
3 Assets
Year
Ended December 31, 2009
|
|
|
|
Participant
loans
|
|
Balance,
beginning of year
|
|
$
|
528,802
|
|
Purchases,
sales, issuances and settlements (net)
|
|
|
140,859
|
|
Balance,
end of year
|
|
$
|
669,661
|
|
Fair Value of Investments in Certain
Entities that Calculate Net Asset Value per Share (or its equivalent,
NUV
)
The
Plan’s investment in Pooled Separate Accounts has no restrictions on the NAV
price, or its equivalent. There are no known or anticipated redemptions, no
unfunded commitments, and no notice is required to sell the shares/units at any
given time.
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
Note
4 – Investments
Investments
at December 31, 2009 and 2008 consisted of:
|
|
2009
|
|
|
2008
|
|
Guaranteed
Income Fund and LN AP Fund
|
|
$
|
4,301,594
|
|
|
$
|
3,462,395
|
|
Registered
Investment Companies
|
|
|
1,042,744
|
|
|
|
0
|
|
Pooled
separate accounts
|
|
|
9,556,406
|
|
|
|
7,355,821
|
|
Balchem
Corporation Common Stock*
|
|
|
8,803,919
|
|
|
|
6,857,301
|
|
Participant
loans
|
|
|
669,661
|
|
|
|
528,802
|
|
|
|
$
|
24,374,324
|
|
|
$
|
18,204,319
|
|
The
following represents investments that represent 5% or more of the Plan’s net
assets:
|
|
2009
|
|
|
2008
|
|
Balchem
Corporation Common Stock*
|
|
$
|
8,803,919
|
|
|
$
|
6,857,301
|
|
Guaranteed
Income Fund
|
|
|
4,301,558
|
|
|
|
3,462,395
|
|
Dryden
S&P 500 Index Fund
|
|
|
1,948,943
|
|
|
|
1,763,035
|
|
Prudential
Lifetime Balanced Fund
|
|
|
1,305,758
|
|
|
|
1,039,607
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* A
portion of the Balchem Corporation Common Stock is non-participant
directed.
|
|
During
the year ended December 31, 2009, the Plan’s investments (including gains and
losses on investments bought and sold, as well as held during the year)
appreciated in value as follows:
Registered
Investment Companies
|
|
$
|
1,367
|
|
Pooled
separate accounts
|
|
|
2,285,481
|
|
Balchem
Corporation Common Stock
|
|
|
2,328,149
|
|
|
|
$
|
4,614,997
|
|
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
Note
5 – Non-Participant Directed Investments
Information
about the net assets and the significant components of the changes in net assets
relating to the non-participant directed investments are as
follows:
|
|
2009
|
|
|
2008
|
|
Balchem
Corporation Common Stock
|
|
$
|
7,617,736
|
|
|
$
|
5,923,071
|
|
|
|
Year
ended
December
31, 2009
|
|
Change
in net assets:
|
|
|
|
Contributions
|
|
$
|
449,338
|
|
Dividends
and interest
|
|
|
30,324
|
|
Net
appreciation
|
|
|
2,011,961
|
|
Benefits
paid to participants
|
|
|
(146,516
|
)
|
Transfers
to participant-directed investments
|
|
|
(650,442
|
)
|
Net
increase
|
|
|
1,694,665
|
|
Net
assets at beginning of year
|
|
|
5,923,071
|
|
Net
assets at end of year
|
|
$
|
7,617,736
|
|
Note
6 – Related-Party Transactions
As of
December 31, 2009 and 2008, the Plan held 394,088 and 412,925 shares of Balchem
Corporation common stock, respectively, with a market value of $8,803,919 and
$6,857,301 at December 31, 2009 and 2008, respectively. The aforementioned share
information has been adjusted to reflect the December 2009 three-for-two stock
split, which was effected by means of a stock dividend, initiated by the
Company. Certain Plan investments are shares of various funds managed by
PRIAC. PRIAC is the trustee of the Plan and, therefore, these
transactions are considered related-party transactions.
Note
7 – Plan Termination
Although
it has not expressed any intent to do so, the Company has the right under the
Plan to discontinue its contributions at any time and to terminate the Plan
subject to the provisions of ERISA. In the event of plan termination,
participants will become 100% vested in their accounts.
Note
8 – Income Tax Status
The Plan
has received a favorable determination letter dated March 22, 1999 from the
Internal Revenue Service ruling that it is a qualified plan pursuant to the
appropriate section of the Internal Revenue Code (“IRC”) and, accordingly, the
earnings of the underlying trust of the Plan are not subject to tax under
present income tax law. Once qualified, the Plan is required to operate in
conformity with the IRC to maintain its qualifications. Although the Plan has
been amended since receiving the determination letter, the Plan administrator
and the Plan’s tax counsel believe that the Plan is designed and is currently
being operated in compliance with the applicable requirements of the
IRC.
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Notes to
Financial Statements
December
31, 2009 and 2008
The FASB
issued new guidance on accounting for uncertainty in income taxes. The Plan
adopted this new guidance for the year ended December 31, 2009. Management
evaluated the Plan’s tax positions and concluded that the Plan had maintained
its tax exempt status and had taken no uncertain tax positions that require
adjustment to the financial statements. Therefore, no provision or
liability for income taxes has been included in the financial
statements.
Note
9 – Delinquent Participant Contributions
During
2009, the Plan sponsor inadvertently failed to deposit approximately $1,590 of
participant deferrals within the required timeframe as stated by the United
States Department of Labor (“DOL”). The DOL considers late deposits to be
prohibited transactions. The Plan sponsor will file Form 5330 and pay
applicable excise tax. The excise tax payments will be made from the Plan
sponsor's assets and not from assets of the Plan. The Plan sponsor made
the participants whole in April 2010, paying the deferred amount as well as
interest for lost earnings.
BALCHEM
CORPORATION
401(k)/PROFIT
SHARING PLAN
Supplemental
Information
December
31, 2009
Schedule
H, Part IV, Line 4(a) – Schedule of Delinquent Participant
Contributions
Participant
Contributions
Transferred
Late
to Plan
|
Total
that Constitute Nonexempt Prohibited
Transactions
|
Total
Fully
Corrected
Under
VFCP
and
PTE
2002-51
$0
|
Check
here if
Late
Participant
Loan
Repayments
are
included:
o
|
Contributions
Not
Corrected
$1,590
|
Contributions
Corrected
Outside
VFCP
$0
|
Contributions
Pending
Corrections
in
VFCP
$0
|
15
BALCHEM
CORPORATION
|
401(k)/PROFIT
SHARING PLAN
|
Supplemental
Information
|
December
31, 2009
|
|
Schedule
H, Part IV, Line 4(i) – Schedule of Assets
|
Held
at End of Year
|
|
|
|
|
|
|
|
|
|
|
Identity
of issue,
|
|
Description
of investments including maturity date,
|
|
Current
|
|
borrower,
lessor or similar party
|
|
rate
of interest, collateral, par or maturity value
|
|
value
(3)
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Guaranteed Income Fund –
|
|
|
|
|
Guaranteed
Income Fund (1)
|
|
117,733 units, $36.54 per unit
|
|
$
|
4,301,558
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Small Cap Growth / Times Square Fund -
|
|
|
|
|
|
Small
Cap Growth / Times Square Fund
(1)
|
|
27,585 units, $24.64 per unit
|
|
|
679,828
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Oppenheimer Global Fund -
|
|
|
|
|
|
Oppenheimer
Global Fund
(1)
|
|
10,334 units, $70.09 per unit
|
|
|
724,295
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Mid-Cap Growth / Artisan Partners Fund
-
|
|
|
|
|
|
Mid-Cap
Growth / Artisan Partners Fund
(1)
|
|
51,540 units, $12.39 per unit
|
|
|
638,351
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Prudential Lifetime Income & Equity Fund
–
|
|
|
|
|
|
Lifetime
Income & Equity Fund
(1)
|
|
2,407units, $16.94 per unit
|
|
|
40,765
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Prudential Lifetime Conservative Fund
–
|
|
|
|
|
|
Lifetime
Conservative Fund
(1)
|
|
29,391 units, $16.29 per unit
|
|
|
478,850
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Prudential Lifetime Balanced Fund –
|
|
|
|
|
|
Lifetime
Balanced Fund
(1)
|
|
82,618 units, $15.80 per unit
|
|
|
1,305,758
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Prudential Lifetime Growth Fund –
|
|
|
|
|
|
Lifetime
Growth Fund
(1)
|
|
41,949 units, $15.90 per unit
|
|
|
667,148
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Prudential Lifetime Aggressive Fund -
|
|
|
|
|
|
Lifetime
Aggressive Fund
(1)
|
|
11,166 units, $15.38 per unit
|
|
|
171,734
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Large Cap Growth/Turner Investment Fund
-
|
|
|
|
|
|
Large
Cap Growth/Turner Investment Fund
(1)
|
|
47,347 units, $11.18 per unit
|
|
|
529,135
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Janus Advisor Balanced Fund –
|
|
|
|
|
|
Janus
Advisor Balanced Fund
(1)
|
|
29,195 units, $40.56 per unit
|
|
|
1,184,019
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in International Blend / Artio Fund -
|
|
|
|
|
|
International
Blend / Artio Fund
(1)
|
|
42,996 units, $19.70 per unit
|
|
|
847,160
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Goldman Sachs Small Cap Value (Class A) Fund
-
|
|
|
|
|
|
Goldman
Sachs Small Cap Value (Class A) Fund
(1)
|
|
4,681 units, $48.17 per unit
|
|
|
225,457
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Dryden S&P 500 Index Fund –
|
|
|
|
|
|
Dryden
S&P 500 Index Fund
(1)
|
|
27,849 units, $69.98 per unit
|
|
|
1,948,943
|
|
Balchem
Corporation Common Stock
(1)(2)(4)
|
|
Units
of participation in Balchem Corporation Common Stock –
|
|
|
|
|
|
|
|
394,088 units, $22.34 per unit
|
|
|
8,803,919
|
|
Prudential
Retirement Insurance and Annuity Company
|
|
Units
of participation in Core Plus Bond / Reams Fund –
|
|
|
|
|
|
Core
Plus Bond / Reams Fund
(1)
|
|
6,011 units, $19.13 per unit
|
|
|
114,963
|
|
Columbia
Dividend Income A Fund
|
|
Shares
of a Mutual Fund - Columbia Dividend Income A Fund -
|
|
|
|
|
|
|
|
38,224 shares, $11.85 per share
|
|
|
452,956
|
|
Oppenheimer
International Bond A Fund
|
|
Shares
of a Mutual Fund - Oppenheimer International Bond A Fund -
|
|
|
|
|
|
|
|
20,029 shares, $6.40 per share
|
|
|
128,183
|
|
Janus
Advisor Perkins Mid Cap Value Fund
|
|
Shares
of a Mutual Fund - Janus Advisor Perkins Mid Cap Value Fund
–
|
|
|
|
|
|
|
|
12,293 shares, $19.79 per share
|
|
|
243,290
|
|
Columbia
Small Cap Index A Fund
|
|
Shares
of a Mutual Fund - Columbia Small Cap Index A –
|
|
|
|
|
|
|
|
1,152 shares, $13.88 per share
|
|
|
15,991
|
|
Dreyfus
International Stock Index Fund
|
|
Shares
of a Mutual Fund - Dreyfus International Stock Index Fund
–
|
|
|
|
|
|
|
|
10,635 shares, $14.21 per share
|
|
|
151,123
|
|
Dreyfus
Bond Market Index Fund
|
|
Shares
of a Mutual Fund - Dreyfus Bond Market Index Fund –
|
|
|
|
|
|
|
|
4,971 shares, $10.30 per share
|
|
|
51,201
|
|
|
|
|
|
|
|
|
|
LN
AP Fund
|
|
$36
of unallocated cash.
|
|
|
36
|
|
|
|
|
|
|
|
|
|
Participant
loans
(1)
|
|
Interest
rates range from 5.25% to 10.25%
|
|
|
669,661
|
|
|
|
|
Total
|
|
$
|
24,374,324
|
|
(1)
|
Parties-in-interest
|
|
|
|
|
|
|
(2)
|
See
accompanying report of independent registered public accounting
firm.
|
|
|
|
(3)
|
All
investments held are participant directed except for 53,097 shares/units
of Balchem Corporation Common Stock with a cost of $355,750 and fair
market value of $1,186,183 as of December 31, 2009.
|
|
(4)
|
All
per share (unit) information has been adjusted to reflect the December
2009 three-for-two stock split (effected by means of a stock dividend)
initiated by the Company.
|
|
16
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