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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 10-K


(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission file number: 1-13648
_______________________________________________________________________________________________________________
Balchem Corporation
(Exact name of Registrant as specified in its charter)
Maryland 13-2578432
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)

52 Sunrise Park Road, New Hampton, NY 10958
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (845) 326-5600
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading symbolName of each exchange on which registered
Common Stock, par value $.06-2/3 per shareBCPCNasdaq Global Market
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes No

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes No
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes   No




Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
(Check one):
Large accelerated filer
Accelerated filer
 
 
Non-accelerated filer
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes No
The aggregate market value of the common stock, par value $.06-2/3 per share (the “Common Stock”), issued and outstanding and held by non-affiliates of the Registrant, based upon the closing price for the Common Stock on the NASDAQ Global Market on June 30, 2019 was approximately $3,212,000,000. For purposes of this calculation, shares of the Registrant held by directors and officers of the Registrant and under the Registrant’s 401(k)/profit sharing plan have been excluded.
The number of shares outstanding of Common Stock was 32,254,855 as of February 13, 2020.
DOCUMENTS INCORPORATED BY REFERENCE
Selected portions of the Registrant’s proxy statement for its 2020 Annual Meeting of Stockholders (the “2020 Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of December 31, 2019 are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated therein.


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Cautionary Statement Regarding Forward-Looking Statements
This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not statements of historical facts, but rather reflect our current expectations or beliefs concerning future events and results. We generally use the words “believes,” “expects,” “intends,” “plans,” “anticipates,” “likely,” “will,” “estimates,” “project” and similar expressions to identify forward-looking statements. Such forward-looking statements, including those concerning our expectations, involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and factors that could cause our results to differ materially from our expectations and beliefs include, but are not limited to, those factors set forth in this Annual Report on Form 10-K under “Item 1A. - Risk Factors” below.
We cannot assure you that the expectations or beliefs reflected in these forward-looking statements will prove correct. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to unduly rely on such forward-looking statements when evaluating the information presented in this Annual Report on Form 10-K and all subsequent written and oral forward-looking statements made by us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained herein.



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BALCHEM CORPORATION
ANNUAL REPORT ON FORM 10-K
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PART I
Item 1.  Business (All amounts in thousands, except share and per share data)
General:
Balchem Corporation (“Balchem,” the “Company,” “we” or “us”), incorporated in the State of Maryland in 1967, is engaged in the development, manufacture and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, medical sterilization and industrial markets. Our reportable segments are strategic businesses that offer products and services to different markets. We presently have four reportable segments: Human Nutrition & Health; Animal Nutrition & Health; Specialty Products; and Industrial Products.
We sell our products through our own sales force, independent distributors and sales agents. Financial information concerning our business, business segments and geographic information appears in Management’s Discussion and Analysis of Financial Condition and Results of Operations under Item 7 below and in the Notes to our Consolidated Financial Statements included under Item 8 below, which information is incorporated herein by reference.
Human Nutrition & Health
Our Human Nutrition & Health ("HNH") segment provides human grade choline nutrients and mineral amino acid chelated products through this segment for nutrition and wellness applications. Choline is recognized to play a key role in the development and structural integrity of brain cell membranes in infants, processing dietary fat, reproductive development and neural functions, such as memory and muscle function. Our mineral amino acid chelates, specialized mineral salts, and mineral complexes are used as raw materials for inclusion in premier human nutrition products. Proprietary technology has been combined to create an organic molecule in a form the body can readily assimilate. Sales growth for human nutrition applications is reliant on differentiation from lower-cost competitive products through scientific data, intellectual property and customers' appreciation of brand value. Consequently, we make investments in such activities for long-term value differentiation. This segment also serves the food and beverage industry for beverage, bakery, dairy, confectionary, and savory manufacturers. We partner with our customers from ideation through commercialization to bring on-trend beverages, baked goods, confections, dairy and meat products to market. We have expertise in trends analysis and product development. When combined with our strong manufacturing capabilities in customized spray dried and emulsified powders, extrusion and agglomeration, blended lipid systems, liquid flavor delivery systems, juice and dairy bases, chocolate systems, as well as ice cream bases and variegates, we are a one-stop solutions provider for beverage and dairy product development needs. Additionally, this segment provides microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf-life. Major product applications are baked goods, refrigerated and frozen dough systems, processed meats, seasoning blends, confections, sports and protein bars, dietary plans, and nutritional supplements. We also create cereal systems for ready-to-eat cereals, grain-based snacks, and cereal based ingredients.
Animal Nutrition & Health
Our Animal Nutrition & Health (“ANH”) segment provides nutritional products derived from our microencapsulation and chelation technologies in addition to basic choline chloride. For ruminant animals, our microencapsulated products boost health and milk production, delivering nutrient supplements that are biologically available, providing required nutritional levels. Our proprietary chelation technology provides enhanced nutrient absorption for various species of production and companion animals and is marketed for use in animal feed throughout the world. ANH also manufactures and supplies choline chloride, an essential nutrient for monogastric animal health, predominantly to the poultry, pet and swine industries. Choline, which is manufactured and sold in both dry and aqueous forms, plays a vital role in the metabolism of fat. In poultry, choline deficiency can result in reduced growth rates and perosis in young birds, while in swine production choline is a necessary and required component of gestating and lactating sow diets for both liver health and prevention of leg deformity.

Sales of value-added encapsulated products are highly dependent on overall industry economics as well as our ability to leverage the results of university and field research on the animal health and production benefits of our products. Management believes that success in the commodity-oriented basic choline chloride marketplace is highly dependent on our ability to maintain our strong reputation for excellent product quality and customer service. We continue to drive production efficiencies in order to maintain our competitive-cost position to effectively compete in a competitive global marketplace.

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Specialty Products
Ethylene oxide, at the 100% level and blended with carbon dioxide, is sold as a sterilant gas, primarily for use in the health care industry. It is used to sterilize a wide range of medical devices because of its versatility and effectiveness in treating hard or soft surfaces, composites, metals, tubing and different types of plastics without negatively impacting the performance of the device being sterilized. Our 100% ethylene oxide product and blends are distributed worldwide in specially designed, reusable and recyclable drum and cylinder packaging, to assure compliance with safety, quality and environmental standards as outlined by the applicable regulatory agencies in the countries our products are shipped to. Our inventory of these specially built drums and cylinders, along with our five filling facilities, represents a significant capital investment. Contract sterilizers and medical device manufacturers are principal customers for this product. We also sell single use canisters with 100% ethylene oxide for use in sterilizing re-usable devices typically processed in autoclave units in hospitals. As a fumigant, ethylene oxide blends are highly effective in killing bacteria, fungi, and insects in spices and other seasoning materials.
We also distribute a number of other gases for various uses, most notably propylene oxide and ammonia. Propylene oxide is marketed and sold in the U.S. as a fumigant to aid in the control of insects and microbiological spoilage; and to reduce bacterial and mold contamination in certain shell and processed nut meats, processed spices, cacao beans, cocoa powder, raisins, figs and prunes. We distribute our propylene oxide product in the U.S. primarily in recyclable, single-walled, carbon steel cylinders according to standards outlined by the EPA and the DOT. Propylene oxide is also sold worldwide to customers in approved reusable and recyclable drum and cylinder packaging for various chemical synthesis applications, such as increasing paint durability and manufacturing specialty starches and textile coatings. Ammonia is used primarily as a refrigerant, and also for heat treatment of metals and various chemical synthesis applications, and is distributed in reusable and recyclable drum and cylinder packaging approved for use in the countries these products are shipped to. Our inventory of cylinders for these products also represents a significant capital investment.

Our micronutrient agricultural nutrition business sells chelated minerals primarily into high value crops. We have a unique and patented two-step approach to solving mineral deficiency in plants to optimize health, yield and shelf-life.  First, we determine optimal mineral balance for plant health. We then have a foliar applied Metalosate® product range, utilizing patented amino acid chelate technology. Our products quickly and efficiently deliver mineral nutrients. As a result, the farmer/grower gets healthier crops that are more resistant to disease and pests, larger yields and healthier food for the consumer with extended shelf life for produce being shipped long distances.
Industrial Products
Certain derivatives of choline chloride are manufactured and sold into industrial applications predominately as a component for hydraulic fracturing of shale natural gas wells. Our products offer an attractive, effective and more environmentally responsible alternative than other clay stabilizers. Industrial grade choline bicarbonate is completely chloride free and our choline chloride reduces the amount of chlorides released into the environment up to 75% when compared to potassium chloride. The Industrial Products segment also includes the manufacture and sale of methylamines. Methylamines are a primary building block for the manufacture of choline products and are produced at our Italian operation and sold for a wide range of industrial applications in Europe.
Acquisitions
On May 27, 2019, we acquired 100 percent of the outstanding common shares of Chemogas Holding NV, a privately held specialty gases company headquartered in Grimbergen, Belgium ("Chemogas"). We made payments of approximately €99,503 (translated to $111,324) on the acquisition date, amounting to approximately €88,579 (translated to $99,102) to the former shareholders and approximately €10,924 (translated to $12,222) to Chemogas' lender to pay off all Chemogas bank debt. Considering the cash acquired of €3,943 (translated to $4,412), net payments made to the former shareholders were €84,636 (translated to $94,690). The acquisition was primarily financed through our Credit Agreement (as defined below). Chemogas, through its subsidiary companies, has been a leader in the packaging and distribution of a wide variety of specialty gases, most notably ethylene oxide, primarily in the European and Asian markets, for medical device sterilization. Through its operational and logistical excellence, Chemogas supports its customers' needs across more than 70 countries. With the acquisition, we significantly expand our geographic presence in the packaged ethylene oxide market, enabling us to offer worldwide service and support to its medical device sterilization customers within the Specialty Products segment. The Chemogas sites in Europe and Asia, along with Balchem's sites in the United States form a global network of facilities.

On December 13, 2019, we completed an acquisition of Zumbro River Brand, Inc. ("Zumbro"), headquartered in Albert Lea, MN. We made payments of $52,403 on the acquisition date, amounting to $47,058 to the former shareholders and $5,345 to Zumbro's lenders to pay Zumbro debt. Considering the cash acquired of $686, net payments made to the former shareholders equaled
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$46,372. The acquisition was primarily financed through the Company's Credit Agreement (as defined below). Zumbro specializes in developing, marketing, and manufacturing agglomerated and extruded products for the food and beverage industry and is a market leader in high protein and specialty extruded snacks, cereals, and crisps, marketed under the brands Z-Crisps®, Whey-Os, Whey-Vs, and Z-Texx Complete. Zumbro is integrated within Balchem's HNH Segment.

Raw Materials

The raw materials utilized by us in the manufacture of our products are sourced from suppliers both domestically and internationally. Such raw materials include materials derived from petrochemicals, minerals, metals, agricultural commodities and other readily available commodities and are subject to price fluctuations due to market conditions. We are not experiencing any current difficulties in procuring such materials and do not anticipate any such problems; however, we cannot assure that will always be the case.
Intellectual Property
We currently hold 111 patents in the United States and overseas and use certain trade-names and trademarks. We also use know-how, trade secrets, formulae, and manufacturing techniques that assist in maintaining competitive positions of certain of our products. Formulae and know-how are of particular importance in the manufacture of a number of our proprietary products. We believe that certain of our patents, in the aggregate, are advantageous to our business. However, it is believed that no single patent or related group of patents is currently so material to us that the expiration or termination of any single patent or group of patents would materially affect our business. Our U.S. patents expire between 2020 and 2034. We believe that our sales and competitive position are dependent primarily upon the quality of our products, technical sales efforts and market conditions, rather than on patent protection.
Seasonality
In general, the businesses of our segments are not seasonal to any material extent.
Backlog
At December 31, 2019, we had a total backlog of $36,776 (comprised of $29,846 for the HNH segment; $4,723 for the ANH segment; $2,132 for the Specialty Products segment and $75 for the Industrial Products segment), as compared to a total backlog of $37,021 at December 31, 2018 (comprised of $26,432 for the HNH segment; $9,149 for the ANH segment; $549 for the Specialty Products segment and $891 for the Industrial Products segment). It has generally been our policy and practice to maintain an inventory of finished products and/or component materials for our segments to enable us to ship products within two months after receipt of a product order. All orders in the current backlog are expected to be filled in the 2020 fiscal year.
Competition
Our competitors include many large and small companies, some of which have greater financial, research and development, production and other resources than us. Competition in the supplement, food and beverage markets we serve are based primarily on product performance, customer support, quality, service and price. The development of new and improved products is important to our success. This competitive environment requires substantial investments in product and manufacturing process research and development. In addition, the winning and retention of customer acceptance of our food and nutrition products involve substantial expenditures for application testing, either internally or at customer/prospect sites, and sales efforts. Our competition in this market includes a variety of ingredient and nutritional supplement companies many of which are privately-held. Therefore, it is difficult to assess the size of all of our segment competitors or where we rank in comparison to such privately-held competitors.
Competition in the animal feed and industrial markets we serve are based primarily on product performance, customer support, quality, service and price. The markets for our products are subject to competitive risks because these markets are highly price competitive. Our competition in this market includes a variety of animal nutrition and health ingredient companies, along with certain industrial companies, many of which are privately-held. Therefore, we are unable to assess the size of all of our competitors or where we rank in comparison to such privately-held competitors.
In the Specialty Products segment, our products face competition from alternative sterilizing technologies and products. Competition in this marketplace is based primarily on medical device compositions, product performance, customer support, quality, service and price. Our competition in this market includes sterilization companies, a number of which are privately-held.
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Research & Development
During the years ended December 31, 2019, 2018 and 2017, we incurred research and development expenses of approximately $11,377, $11,592, and $9,305, respectively, on Company-sponsored research and development for new products, improvements to existing products, and manufacturing processes. We have historically funded our research and development programs with funds available from current operations with the intent of recovering those costs from profits derived from future sales of products resulting from, or enhanced by, the research and development effort.
We prioritize our product development activities in an effort to allocate resources to those product candidates that, we believe, have the greatest commercial potential. Factors we consider in determining the products to pursue include projected markets and needs, status of our proprietary rights, technical feasibility, expected and known product attributes, and estimated costs to bring the product to market.
Capital Projects
We continue to invest in projects across all production facilities and capital expenditures were approximately $25,790, $19,170, and $27,526 for 2019, 2018 and 2017, respectively. In 2019, we invested $6,437 to expand capacity in key product lines in the HNH segment and to invest in several other large projects including a new quality, research and development lab. In addition, we invested $3,739 for environmental, health, safety, and security upgrades to our facilities. In 2018, we invested $5,662 to expand capacity in key product lines in the HNH segment along with upgrading automation systems in our manufacturing sites to drive efficiencies. In addition, we invested $3,137 for environmental, health, safety, and security upgrades to our facilities. In 2017, we spent approximately $13,200 to expand manufacturing capacity at our AMT facility in Utah to accommodate production previously manufactured in Clearfield, UT prior to the site fire. Capital expenditures are projected to range from $30,000 to $35,000 for 2020.
Environmental / Regulatory Matters
The Federal Insecticide, Fungicide and Rodenticide Act (“FIFRA”), a health and safety statute, requires that certain products within our Specialty Products segment must be registered with the EPA because they are considered pesticides. In order to obtain a registration, an applicant typically must demonstrate, through extensive test data, that its product will not cause unreasonable adverse effects on human health or the environment. We hold EPA registrations permitting us to sell ethylene oxide as a medical device sterilant and spice fumigant, and propylene oxide as a fumigant of nuts and spices.
In April 2008, the EPA issued a RED (“Reregistration Eligibility Decision”) for ethylene oxide which permitted the continued use of ethylene oxide “to sterilize medical or laboratory equipment, pharmaceuticals, and aseptic packaging, or to reduce microbial load on musical instruments, cosmetics, whole and ground spices and other seasoning materials and artifacts, archival material or library objects”. Currently, the EPA has initiated a new registration review of ethylene oxide, in line with and part of the registration review scheduled for a large number of other pesticides. A Final Work Plan was issued in March 2014. The EPA anticipates this registration review process will take approximately seven years. As part of this review process, the EPA identified several testing requirements. To date, after discussion with EPA staff and submission of pertinent information, the EPA has issued waivers for four studies and one required study was submitted and accepted. Several waiver requests are still under consideration, and additional information has been requested. In December 2016, the EPA issued its Integrated Risk Information System (“IRIS”) assessment of ethylene oxide (the "IRIS Assessment"), another aspect of EPA’s safety review of ethylene oxide. To date, we have no knowledge of how this IRIS assessment will impact the registration review process. While some additional testing will be necessary, we believe that the use of ethylene oxide will continue to be permitted. The product, when used as a sterilant for certain medical devices, has no known equally effective substitute. In October 2019, the U.S. Food and Drug Administration, in a public statement said, "Although medical devices can be sterilized by several methods, ethylene oxide is the most common method of sterilization of medical devices in the U.S. and is a well-established and scientifically-proven method of preventing harmful microorganisms from reproducing and causing infections." Management believes the lack of availability of this product could not be easily tolerated by various medical device manufacturers or the health care industry due to the resultant infection potential.
Similarly, the EPA issued a RED for propylene oxide in August 2006. At that time, the EPA “determined that products containing the active ingredient PPO [propylene oxide] are eligible for reregistration provided that…risk mitigation measures…are adopted.” Our product label was amended as required to reflect these mitigation measures and also to show that propylene oxide has been reclassified as a restricted use pesticide. Currently, the EPA has initiated a new registration review of propylene oxide, in line with and part of the registration review scheduled for a large number of other pesticides. A Final Work Plan was issued in March 2014. The EPA anticipates this review process will take approximately seven years. As part of the process, the EPA has identified several potential additional testing requirements. We have completed six of the required studies and they were submitted to the EPA for evaluation. Two of those studies have been deemed accepted, and the other four are still being evaluated. A waiver has
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been granted for one study. We are currently in discussions with the EPA regarding other studies. While it is possible that we will be required to perform additional testing, we believe that the use of propylene oxide to treat nuts and spices will continue to be permitted.
Our facility in Verona, Missouri, while held by a prior owner, was designated by the EPA as a Superfund site and placed on the National Priorities List in 1983, because of dioxin contamination on portions of the site. Remediation was conducted by the prior owner under the oversight of the EPA and the Missouri Department of Natural Resources (“MDNR”). While we must maintain the integrity of the capped areas in the remediation areas on the site, the prior owner is responsible for completion of any further Superfund remedy. We are indemnified by the sellers under our May 2001 asset purchase agreement covering our acquisition of the Verona facility for potential liabilities associated with the Superfund site and one of the sellers, in turn, has the benefit of certain contractual indemnification by the prior owner that executed the above-described Superfund remedy.
In connection with normal operations at our plant facilities, we are required to maintain environmental and other permits, including those relating to the ethylene oxide operations.
We believe we are in compliance in all material respects with federal, state, local and international provisions that have been enacted or adopted regulating the discharge of materials into the environment or otherwise relating to the protection of the environment. Such compliance includes the maintenance of required permits under air pollution regulations and compliance with requirements of the Occupational Safety and Health Administration. The cost of such compliance has not had a material effect upon the results of our operations or our financial condition.
We produce products which are required to be manufactured in conformity with current Good Manufacturing Practice (“cGMP”) regulations as interpreted and enforced by the FDA, through third party contract arrangement. Modifications, enhancements or changes in contracted manufacturing facilities or procedures relating to our pharmaceutical products are, in many circumstances, subject to FDA approval, which may be subject to a lengthy application process or which we may be unable to obtain. Any contracted manufacturing facilities that manufacture our pharmaceutical products are periodically subject to inspection by the FDA and other governmental agencies, and operations at these facilities could be interrupted or halted if the results of these inspections are unsatisfactory.
Employees
As of December 31, 2019, the Company employed approximately 1,424 persons. Approximately 105 employees at our Marano, Ticino, Italy facility are covered by a national collective bargaining agreement, which expires in 2022. Approximately 22 employees at our Bertinoro, Italy facility are also covered by a national collective bargaining agreement, which expired in 2019 and is currently under negotiation. Approximately 78 employees at the Company’s Verona, Missouri facility are covered by a collective bargaining agreement, which expires in 2020.
Available Information
Our headquarters is located at 52 Sunrise Park Road, New Hampton, NY 10958. Our telephone number is (845) 326-5600 and our Internet website address is www.balchem.com. We make available through our website, free of charge, our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to such reports, as soon as reasonably practicable after they have been electronically filed with the Securities and Exchange Commission (SEC). Such reports are available via a link from the Investor Relations page on our website to a list of our reports on the SEC’s EDGAR website.
Item 1A. Risk Factors
Our business is subject to a high degree of risk and uncertainty, including the following risks and uncertainties, which could adversely affect our business, financial condition, results of operation, cash flows and the trading price of our Common Stock:
Global economic conditions may adversely affect our business, operating results and financial condition.
Unfavorable changes in economic conditions, including inflation, recession, changes in tariffs and trade relations amongst international trading partners, or other changes in economic conditions, may adversely impact the markets in which we operate. These conditions may make it extremely difficult for our customers, our vendors and us to accurately forecast and plan future business activities, and they could cause U.S. and foreign businesses to slow spending on our products which would reduce our revenues and profitability. Furthermore, during challenging economic times our customers may face issues gaining timely access to sufficient credit, which could result in an impairment of their ability to make timely payments to us. If that were to occur, we may be required to increase our allowance for doubtful accounts and cash flow would be negatively impacted. We cannot predict the timing, depth or duration of any economic slowdown or subsequent economic recovery, worldwide, or in the markets in which
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we operate. Also, at any point in time we have funds in our cash accounts that are with third party financial institutions. These balances in the U.S., Italy, Belgium, Malaysia, Australia, Philippines, and Singapore could exceed the Federal Deposit Insurance Corporation (“FDIC”), Fondo Interbancario di Tutela dei Depositi (“FITD”), Financial Services and Markets Authority ("FSMA"), Perbadanan Insurans Deposit Malaysia ("PIDM"), Australian Prudential Regulation Authority ("APRA"), Philippine Deposit Insurance Corporation ("PDIC"), and Singapore Deposit Insurance Corporation ("SDIC") insurance limits, respectively. While we monitor the cash balances in our accounts, these balances could be impacted if the underlying financial institutions fail or could be subject to other adverse conditions in the financial markets. Additionally, our future results of operations could be adversely affected by changes in the effective tax rate as a result of a change in the mix of earnings in jurisdictions with differing statutory tax rates, changes in tax laws, regulations and judicial rulings or changes in the interpretation thereof.
Increased competition could hurt our business and financial results.
We face competition in our markets from a number of large and small companies, some of which have greater financial, research and development, production and other resources than we do. Our competitive position is based principally on performance, quality, customer support, service, breadth of product line, manufacturing or packaging technology and the selling prices of our products. Our competitors may improve the design and performance of their products and introduce new products with competitive price and performance characteristics. We expect to do the same to maintain our current competitive position and market share.
The loss of governmental permits and approvals would materially harm some of our businesses.
Pursuant to applicable environmental and safety laws and regulations, we are required to obtain and maintain certain governmental permits and approvals, including EPA registrations under FIFRA for two of our products. We maintain EPA FIFRA registrations for ethylene oxide as a medical device sterilant and spice fumigant and for propylene oxide as a fumigant of nuts and spices. The EPA has issued REDs for both products in recent years and these uses have been approved for the time being. The EPA may re-examine the registrations in the future in accordance with the provisions of FIFRA. Any future failure of the EPA to allow reregistration of ethylene oxide or propylene oxide would have a material adverse effect on our business and financial results.
Commercial supply of pharmaceutical products that we may develop, subject to cGMP manufacturing regulations, will be performed by third-party cGMP manufacturers. Modifications, enhancements or changes in third-party manufacturing facilities or procedures of our pharmaceutical products are, in many circumstances, subject to FDA approval, which may be subject to a lengthy application process or which we may be unable to obtain. Any third-party cGMP manufacturers that we may use are periodically subject to inspection by the FDA and other governmental agencies, and operations at these facilities could be interrupted or halted if the results of these inspections are unsatisfactory. Failure to comply with the FDA or other governmental regulations can result in fines, unanticipated compliance expenditures, recall or seizure of products, total or partial suspension of production, enforcement actions, injunctions and criminal prosecution, which could have a material adverse effect on our business and financial results.
Permits and approvals may be subject to revocation, modification or denial under certain circumstances. Our operations or activities (including the status of compliance by the prior owner of the Verona, Missouri facility under Superfund remediation) could result in administrative or private actions, revocation of required permits or licenses, or fines, penalties or damages, which could have an adverse effect on us. In addition, we cannot predict the extent to which any legislation or regulation may affect the market for our products or our cost of doing business.
Raw material shortages or price increases could adversely affect our business and financial results.
The principal raw materials that we use in the manufacture of our products can be subject to price fluctuations due to market conditions. Such raw materials include materials derived from petrochemicals, minerals, metals, agricultural commodities and other commodities. While the selling prices of our products tend to increase or decrease over time with the cost of raw materials, these changes may not occur simultaneously or to the same degree. At times, we may be unable to pass increases in raw material costs through to our customers due to certain contractual obligations. Such increases in the price of raw materials, if not offset by product price increases, or substitute raw materials, would have an adverse impact on our profitability. We believe we have reliable sources of supply for our raw materials under normal market conditions. We cannot, however, predict the likelihood or impact of any future raw material shortages. Any shortages or unforeseen price increases could have a material adverse impact on our results of operations.

Concerns about ethylene oxide emissions have resulted in certain state actions against certain of our customers that are currently impacting these customers’ ability to use the ethylene oxide process to sterilize medical devices, which may, in turn, affect sales to these customers.

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Certain of the Company’s customers who use ethylene oxide for the sterilization of medical devices have received ongoing state and local scrutiny for environmental concerns at their facilities. This scrutiny centers around the IRIS Assessment described in the “Environmental / Regulatory Matters” Section above, which resulted in a very conservative view of the risks associated with the production and use of ethylene oxide. The EPA has not yet used the IRIS Assessment to regulate change to existing permissible emissions’ limits. In the absence of a definitive EPA regulation, some state and local regulators have drawn their own conclusions from the IRIS Assessment, which has resulted in certain state actions against our customers that are currently impacting these customers’ ability to use the ethylene oxide process to sterilize medical devices. Because of these actions, one customer facility has been shut down and other customers are taking voluntary downtime to install new abatement equipment. The installation of the new abatement equipment is being done ahead of what is expected to be changes in the EPA regulations. The Company remains confident that the sterilization industry will be able to install abatement equipment to satisfy the new forthcoming EPA requirements. The Company is working with various stakeholders to ensure the EPA considers all available assessments to appropriately quantify ethylene oxide's risks. While the Company believes that EPA will, as it has in the past, ultimately regulate to lower emissions levels based on a combined consideration of the various assessments available and that industry will then adopt practices and procedures to ensure compliance with these new regulations, there is no assurance that this will be the case.

Our financial success depends in part on the reliability and sufficiency of our manufacturing facilities.
Our revenues depend on the effective operation of our manufacturing, packaging, and processing facilities. The operation of our facilities involves risks, including the breakdown, failure, or substandard performance of equipment, power outages, the improper installation or operation of equipment, explosions, fires, natural disasters, failure to achieve or maintain safety or quality standards, work stoppages, supply or logistical outages, and the need to comply with environmental and other directives of governmental agencies. The occurrence of material operational problems, including, but not limited to, the above events, could adversely affect our profitability during the period of such operational difficulties.
Our business exposes us to potential product liability claims and recalls, which could adversely impact our financial condition and performance.
Our development, manufacture and sales of food ingredient, pharmaceutical and nutritional supplement products involve an inherent risk of exposure to product liability claims, product recalls, product seizures and related adverse publicity. A product liability judgment against us could also result in substantial and unexpected expenditures, affect consumer confidence in our products, and divert management’s attention from other responsibilities. Although we maintain product liability insurance coverage in amounts we believe are customary within the industry, there can be no assurance that this level of coverage is adequate or that we will be able to continue to maintain our existing insurance or obtain comparable insurance at a reasonable cost, if at all. A product recall or a partially or completely uninsured judgment against us could have a material adverse effect on results of operations and financial condition.
We face risks associated with our sales to customers and manufacturing operations outside the United States.
For the year ended December 31, 2019, approximately 26% of our net sales consisted of sales outside the United States. In addition, we conduct a portion of our manufacturing outside the United States. The majority of our foreign sales occur through our foreign subsidiaries and the remainder of our foreign sales result from exports to foreign distributors, resellers and customers. Our foreign sales and operations are subject to a number of risks, including: longer accounts receivable collection periods; the impact of recessions and other economic conditions in economies outside the United States; export duties and quotas; changes in tariffs and trade relations including but not limited to those associated with the North American Free Trade Agreement and the pending exit of the United Kingdom from the European Union; unexpected changes in regulatory requirements; certification requirements; environmental regulations; reduced protection for intellectual property rights in some countries; potentially adverse tax consequences; political and economic instability; and preference for locally produced products. These factors could have a material adverse impact on our ability to increase or maintain our international sales.
We may, from time to time, experience problems in our labor relations.
In North America, approximately 78 employees, or 6% of our North American workforce, as of December 31, 2019, are represented by a union under a single collective bargaining agreement, which was re-negotiated and is effective as of November 14, 2017. It will expire in 2020. In Europe, approximately 105 employees at our Marano, Ticino, Italy facility are covered by a national collective bargaining agreement, which expires in 2022. Approximately 22 employees at our Bertinoro, Italy facility are also covered by a national collective bargaining agreement, which expired in 2019 and is currently under negotiation. We believe that our present labor relations with all our union employees are satisfactory, however, our failure to renew these agreements on
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reasonable terms could result in labor disruptions and increased labor costs, which could adversely affect our financial performance. Similarly, if our relations with the union portion of our workforce do not remain positive, such employees could initiate a strike, work stoppage or slowdown in the future. In the event of such an action, we may not be able to adequately meet the needs of our customers using our remaining workforce and our operations and financial condition could be adversely affected. Additionally, other portions of our workforce could become subject to union campaigns.
Our international operations subject us to currency translation risk and currency transaction risk which could cause our results to fluctuate from period to period.
The financial condition and results of operations of our foreign subsidiaries are reported in Euros, Canadian Dollars, Malaysian Ringgits, Singapore Dollars, Australian Dollars, and Philippine Pesos and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Exchange rates between these currencies in recent years have fluctuated and may do so in the future. Furthermore, we incur currency transaction risk whenever we enter into either a purchase or a sales transaction using a currency different than the functional currency. Given the volatility of exchange rates, we may not be able to effectively manage our currency transactions and/or translation risks. Volatility in currency exchange rates could impact our business and financial results.

On May 28, 2019, we entered into a cross-currency swap to manage foreign exchange risk related to our investment in Chemogas. Although we utilize risk management tools, such as derivative instruments, to mitigate market fluctuations in foreign currencies, any changes in strategy in regard to risk management tools can also affect revenue, expenses and results of operations and there can be no assurance that such measures will result in cost savings or that all market fluctuation exposure will be eliminated.
Our debt instruments impose operating and financial restrictions which could have an adverse impact on our business and results of operations.
Our incurrence of indebtedness could have negative consequences to us, including limiting our ability to borrow additional monies for our working capital, capital expenditures, acquisitions, debt service requirements or other general corporate purposes; limiting our flexibility in planning for, or reacting to, changes in our operations, our business or the industries in which we compete; our leverage may place us at a competitive disadvantage by limiting our ability to invest in the business or in further research and development; making us more vulnerable to downturns in our business or the economy; and there would be a material adverse effect on our business and financial condition if we were unable to service our indebtedness or obtain additional financing, as needed.
Our ability to make payments on our indebtedness depends on our ability to generate cash in the future. If we do not generate sufficient cash flow to meet our debt service and working capital requirements, we may need to seek additional financing or sell assets. This may make it more difficult for us to obtain financing on terms that are acceptable to us, or at all. Without any such financing, we could be forced to sell assets to make up for any shortfall in our payment obligations under unfavorable circumstances.
Interest payable in accordance with our five-year senior secured revolving credit agreement (the "Credit Agreement") is based on a fluctuating rate. In light of potential fluctuations, we are exposed to risk resulting from adverse changes in interest rates.

On May 28, 2019, we entered into an interest rate swap to protect us against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of our outstanding debt. We use LIBOR ("the London interbank offered rate") as a reference rate in the derivative agreements. LIBOR is the basic rate of interest used in lending between banks on the London interbank market and is widely used as a reference for setting the interest rate on loans globally. On July 27, 2017, the United Kingdom’s Financial Conduct Authority, which regulates LIBOR, announced that it intends to phase out LIBOR by the end of 2021. As such, the future of LIBOR at this time is uncertain. In preparation for the potential phase out of LIBOR, we may need to renegotiate our financial obligations and derivative instruments that utilize LIBOR. However, these efforts may not be successful in mitigating the legal and financial risk from changing the reference rate in our legacy agreements. Furthermore, the discontinuation of LIBOR may adversely impact our ability to manage and hedge exposures to fluctuations in interest rates using derivative instruments.
Adverse publicity or consumer concern regarding the safety or quality of food products containing our products, or health concerns, whether with our products, products in the same general class as our products or for food products containing our products, may result in the loss of sales. Also, consumer preferences for products containing our products may change.
We are dependent upon consumers’ perception of the safety, quality and possible dietary benefits of products containing our food ingredient products. As a result, substantial negative publicity concerning our products or other foods and beverages in which our
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products are used could lead to a loss of consumer confidence in those products, removal of those products from retailers’ shelves and reduced sales and prices of our products. Product quality issues, actual or perceived, or allegations of product contamination, even when false or unfounded, could hurt the image of our products or of brands of products containing our products, and cause consumers to choose other products. Further, any product recall, whether our own or by a third party, whether due to real or unfounded allegations, could impact demand on food products containing our products or even our products.  Any of these events could have a material adverse effect on our business, results of operations and financial condition.  Consumer preferences, as well as trends, within the food industries change often and our failure to anticipate, identify or react to changes in these preferences and trends could, among other things, lead to reduced demand and price reductions, and could have an adverse effect on our business, results of operations and financial condition. While we continue to diversify our product offerings, developing new products entails risks and we cannot be certain that demand for our products and products containing our products will continue at current levels or increase in the future.
Demand for certain of our products is dependent on the levels of productivity by the oil and gas industry, particularly as it relates to shale gas fracturing.  Continuing substantial or extended declines in oil and gas prices could result in lower expenditures by the oil and gas industry, which could have an adverse effect on our results of operations.
The oil and gas industry historically experiences periodic downturns and has been experiencing one of such downturns since second quarter of 2019. Demand for certain of our products depends on the level of expenditures by the oil and gas industry for the exploration, development and production of oil and natural gas reserves and we have seen declining demand since second quarter of 2019. These expenditures are generally dependent on the industry’s view of future oil and natural gas prices and are sensitive to the industry’s view of future economic growth and the resulting impact on demand for oil and natural gas. Further declines in oil and gas prices could result in a more significant downturn in the oil and gas industry and thereby result in further reduction in demand for oilfield services and related products, which could lead to further reduced demand for our products and further downward pressure on the prices we charge. These circumstances could ultimately have an adverse effect on our results of operations and cash flows beyond those that we have already experienced.
We may not be able to successfully consummate and manage acquisition, joint venture and divestiture activities which could have an impact on our results.
From time to time, we may acquire other businesses, enter into joint ventures and, based on an evaluation of our business portfolio, divest existing businesses. These acquisitions, joint ventures and divestitures may present financial, managerial and operational challenges, including diversion of management attention from existing businesses, difficulty with integrating or separating personnel and financial and other systems, increased expenses, assumption of unknown liabilities and indemnities, and potential disputes with the buyers or sellers. In addition, we may be required to incur asset impairment charges (including charges related to tangible assets, goodwill and other intangible assets) in connection with acquired businesses which may reduce our profitability. If we are unable to consummate such transactions, or successfully integrate and grow acquisitions and achieve contemplated revenue synergies and cost savings, our financial results could be adversely affected. Additionally, joint ventures inherently involve a lesser degree of control over business operations, thereby potentially increasing the financial, legal, operational and/or compliance risks.
Technology failures or cyber security breaches could have an adverse effect on the Company’s operations.
We rely on information technology systems to process, transmit, store, and protect electronic information. For example, a significant portion of the communications between our personnel, customers, and suppliers depend on information technology. Our information technology systems may be vulnerable to a variety of interruptions due to events beyond our control including, but not limited to, natural disasters, terrorist attacks, telecommunications failures, computer viruses, hackers, and other security issues. We have technology and information security processes and disaster recovery plans in place to mitigate our risk to these vulnerabilities; however, these measures may not be adequate to ensure that our operations will not be disrupted, should such an event occur.

Item 1B. Unresolved Staff Comments
None.
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Item 2.  Properties
Our corporate headquarters is located in New Hampton, New York. Our operations are conducted at our owned and leased facilities throughout the U.S. and other foreign countries. These facilities house manufacturing and warehousing operations, as well as administrative offices.
The following is a summary of our principal properties:

SegmentLocationAdministrativeManufacturingWarehousing
Corporate4 U.S. cities4--
HNH15 U.S. cities and 3 foreign countries2133
ANH5 U.S. cities and 4 foreign countries18-
Specialty Products5 U.S. cities and 6 foreign countries191
Industrial Products1 U.S. city and 1 foreign country-2-

We believe that our production facilities and related machinery and equipment, are well maintained, suitable for their purpose, and adequate to support our businesses.

Item 3.  Legal Proceedings
We are involved in legal proceedings through the normal course of business. Management believes that any unfavorable outcome related to these proceedings will not have a material effect on our financial position, results of operations or liquidity.

Item 4.  Mine Safety Disclosures
None.

PART II
Item 5.  Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
The Common Stock is listed on the Nasdaq Global Market under the symbol “BCPC.”
On February 13, 2020 the closing price for the Common Stock on the Nasdaq Global Market was $111.94.
Record Holders
As of February 13, 2020, the approximate number of holders of record of Common Stock was 73. Such number does not include stockholders who hold their stock in street name.
Dividends
We declared cash dividends of $0.52 and $0.47 per share on Common Stock during our fiscal years ended December 31, 2019 and 2018, respectively.


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Performance Graph
The graph below sets forth the cumulative total stockholder return on the Common Stock (referred to in the table as “BCPC”) for the five years ended December 31, 2019, the overall stock market return during such period for shares comprising the Russell 2000® Index (which we believe includes companies with market capitalization similar to that of us), and the overall stock market return during such period for shares comprising the Dow Jones U.S. Specialty Chemicals Index, in each case assuming a comparable initial investment of $100 on December 31, 2014 and the subsequent reinvestment of dividends. The Russell 2000® Index measures the performance of the shares of the 2000 smallest companies included in the Russell 3000® Index. In light of our industry segments, we do not believe that published industry-specific indices are necessarily representative of stocks comparable to us. Nevertheless, we consider the Dow Jones U.S. Specialty Chemicals Index to be potentially useful as a peer group index with respect to us. The performance of the Common Stock shown on the graph below is historical only and not necessarily indicative of future performance.

Item 6.  Selected Financial Data
The selected statements of operations data set forth below for the years ended December 31, 2019, 2018 and 2017 and the selected balance sheet data as of December 31, 2019 and 2018 have been derived from our Consolidated Financial Statements included elsewhere herein. The selected financial data for the years ended December 31, 2016 and 2015 and as of December 31, 2017, 2016 and 2015 have been derived from audited Consolidated Financial Statements not included herein, but which were previously filed with the SEC. The following information should be read in conjunction with Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the Consolidated Financial Statements and notes thereto included elsewhere herein.
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(In thousands, except per share data)
Year ended December 31,20192018201720162015
Statement of Operations Data
Net sales$643,705  $643,679  $594,790  $553,204  $552,492  
Earnings before income tax expense96,478  99,030  88,488  82,934  87,063  
Income tax expense (benefit)16,807  20,457  (1,583) 26,962  27,341  
Net earnings79,671  78,573  90,071  55,972  59,722  
Basic net earnings per common share$2.48  $2.45  $2.83  $1.78  $1.92  
Diluted net earnings per common share$2.45  $2.42  $2.79  $1.75  $1.89  
At December 31,20192018201720162015
Balance Sheet Data
Total assets$1,155,682  $981,355  $963,636  $948,626  $879,686  
Long-term debt (including current portion)248,569  156,000  218,964  280,490  295,963  
Other long-term obligations12,654  7,372  5,847  6,896  6,683  
Total Stockholders' equity743,667  691,618  616,881  521,033  463,705  
Dividends per common share$0.52  $0.47  $0.42  $0.38  $0.34  


Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
         (All amounts in thousands, except share and per share data)
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with Item 6 “Selected Financial Data” and our Consolidated Financial Statements and the related notes included in this report. Refer to Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (filed with the SEC on February 28, 2019) for additional discussion of our financial condition and results of operations for the year ended December 31, 2017, as well as our financial condition and results of operations for the year ended December 31, 2018 compared to the year ended December 31, 2017. Those statements in the following discussion that are not historical in nature should be considered to be forward-looking statements that are inherently uncertain. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview
We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, medical device sterilization, plant nutrition and industrial markets. Our four reportable segments are strategic businesses that offer products and services to different markets: HNH, ANH, Specialty Products, and Industrial Products, as more fully described in Note 11 of the consolidated financial statements.
We sell products for all four segments through our own sales force, independent distributors, and sales agents.
The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three years ended December 31, 2019, 2018 and 2017 (in thousands):
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Business Segment Net Sales:
201920182017
HNH$347,433  $341,237  $315,796  
ANH177,557  175,693  157,688  
Specialty Products92,257  75,808  73,355  
Industrial Products26,458  50,941  47,951  
Total$643,705  $643,679  $594,790  
Business Segment Earnings From Operations:
201920182017
HNH$48,429  $48,037  $43,747  
ANH25,868  26,607  22,255  
Specialty Products28,513  25,254  24,908  
Industrial Products3,730  8,988  6,402  
Transaction and integration costs, ERP implementation costs, and unallocated legal fees (1)
(3,436) (1,786) (2,496) 
Unallocated amortization expense (2)
(551) —  —  
Indemnification settlement (3)
—  —  2,087  
Total$102,553  $107,100  $96,903  
(1) Transaction and integration costs and unallocated legal fees for year ended December 31, 2019, 2018, and 2017 respectively, were primarily related to acquisitions. ERP implementation costs for the year ended December 31, 2019 and 2018 were related to a project in connection with a company-wide ERP system implementation.
(2) Unallocated amortization expense for year ended December 31, 2019 was related to amortization of an intangible asset in connection with a company-wide ERP system implementation.
(3) Indemnification settlement was related to a favorable settlement we received relating to the SensoryEffects acquisition.
Acquisitions

On December 13, 2019, the Company completed an acquisition of Zumbro. The Company made payments of $52,403 on the acquisition date, amounting to $47,058 to the former shareholders and $5,345 to Zumbro's lenders to pay Zumbro debt. Considering the cash acquired of $686, net payments made to the former shareholders were $46,372. Zumbro is integrated within HNH Segment.

On May 27, 2019, we acquired Chemogas. We made payments of approximately €99,503 (translated to $111,324) on the acquisition date, amounting to approximately €88,579 (translated to $99,102) to the former shareholders and approximately €10,924 (translated to $12,222) to Chemogas' lender to pay off all Chemogas bank debt. Considering the cash acquired of €3,943 (translated to $4,412), net payments made to the former shareholders were €84,636 (translated to $94,690).


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RESULTS OF OPERATIONS
(All amounts in thousands, except share and per share data)
Fiscal Year 2019 compared to Fiscal Year 2018
Net Earnings

(in thousands)20192018Increase
(Decrease)
% Change
Net sales$643,705  $643,679  $26  — %
Gross margin211,367  204,252  $7,115  3.5 %
Operating expenses108,814  97,152  $11,662  12.0 %
Earnings from operations102,553  107,100  (4,547) (4.2)%
Other expenses6,075  8,070  (1,995) (24.7)%
Income tax expense/(benefit)16,807  20,457  (3,650) (17.8)%
Net earnings$79,671  $78,573  $1,098  1.4 %

Net Sales
(in thousands)20192018Increase
(Decrease)
% Change
HNH$347,433  $341,237  $6,196  1.8 %
ANH177,557  175,693  1,864  1.1 %
Specialty Products92,257  75,808  16,449  21.7 %
Industrial Products26,458  50,941  (24,483) (48.1)%
Total$643,705  $643,679  $26  — %
Net sales for the HNH segment increased in 2019 compared to 2018, primarily due to an increase in Encapsulates' sales of $3,207 or 8.1% and higher Human Minerals sale of $3,049 or 7.0%. Net sales for the ANH segment increased in 2019 compared to 2018 primarily due to higher sales of ruminant animal feed market products of $4,657 or 10%, partially offset by reduced sales of monogastric species products of $2,793 or 2.2% primarily due to foreign currency changes and competitive pressures on volume and pricing in the European monogastric business. The increase in Specialty Products segment sales in 2019 compared to 2018 was primarily driven by higher ethylene oxide sales into the medical device sterilization market due to both the contribution of Chemogas and higher legacy product sales, partially offset by lower volumes in the plant nutrition business. Net sales for the Industrial Products segment decreased in 2019 compared to 2018, principally due to lower sales volumes of various choline and choline derivatives used in shale fracking applications.
Gross Margin
(in thousands)20192018Increase
(Decrease)
% Change
Gross margin$211,367  $204,252  $7,115  3.5 %
% of net sales32.8 %31.7 %
Gross margin as a percentage of sales increased in 2019 compared to 2018 primarily due to mix and certain lower raw material costs. Gross margin percentage for the HNH segment remained flat at 30.8% in 2019 compared to 30.7% in 2018. Gross margin percentage for the ANH segment increased by 1.0%, due to certain lower raw material costs and increased average selling prices on ruminant animal feed products, partially offset by lower average selling prices in monogastric species products due to competitive pressures in Europe. Gross margin percentage for the Specialty Products segment decreased 1.8%, primarily due to mix, and gross margin percentage for the Industrial Products segment increased 2.2% from the prior year comparative period, primarily due to certain lower raw material costs and mix.
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Operating Expenses
(in thousands)20192018Increase
(Decrease)
% Change
Operating expenses$108,814  $97,152  $11,662  12.0 %
% of net sales16.9 %15.1 %
The increase in operating expenses was primarily due to incremental operating expenses related to the Chemogas and Zumbro acquisitions of $4,751, higher bad debt expenses of $1,733, an increase in outside services of $1,686, a restructuring charge in the HNH segment of $1,026, and higher transaction and integration costs of $486.
Earnings From Operations
(in thousands)20192018Increase
(Decrease)
% Change
HNH$48,429  $48,037  $392  0.8 %
ANH25,868  26,607  (739) (2.8)%
Specialty Products28,513  25,254  3,259  12.9 %
Industrial Products3,730  8,988  (5,258) (58.5)%
Transaction and integration costs, ERP implementation costs, and unallocated legal fees(3,436) (1,786) (1,650) 92.4 %
Unallocated amortization expense(551) —  (551) N/A  
Earnings from operations$102,553  $107,100  $(4,547) (4.2)%
% of net sales (operating margin)15.9 %16.6 %
We are continuing to focus on leveraging our plant capabilities, driving efficiencies from core volume growth, and broadening product applications of human and animal health specialty ingredients into both the domestic and international markets. Earnings from operations for the HNH segment increased primarily due to the aforementioned higher sales, partially offset by higher operating expenses. ANH segment earnings from operations decreased primarily due to higher operating expenses, partially offset by the higher sales and improved gross margin percentage. The increase in earnings from operations for the Specialty Products segment was primarily due to the aforementioned higher volumes for sterilization gases as well as the contribution from Chemogas. Earnings from operations from the Industrial Products segment decreased primarily due to the aforementioned lower sale volumes.

Other Expenses (Income)
(in thousands)20192018Increase
(Decrease)
% Change
Interest expense$5,959  $7,611  $(1,652) (21.7)%
Other, net116  459  (343) (74.7)%
$6,075  $8,070  $(1,995) (24.7)%

Interest expense for 2019 and 2018 was primarily related to outstanding borrowings under our credit facility. In 2018, interest expense also included a write-off of $363 of deferred financing costs in connection with the extinguished debt in 2018. 

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Income Tax Expense

(in thousands)20192018Increase
(Decrease)
% Change
Income tax expense (benefit)$16,807  $20,457  $(3,650) (17.8)%
Effective tax rate17.4 %20.7 %

Our effective tax rate for 2019 and 2018 was 17.4% and 20.7%, respectively. The decrease is primarily due to lower international taxes related to the Patent Box Decree as described below, and certain lower U.S. state taxes, partially offset by a reduction in foreign tax credits.

Italy introduced an elective tax regime (“Patent Box Decree”) that allows companies to benefit from a fifty percent exemption from corporate income tax and local tax on income derived from the direct/indirect use of qualifying intellectual property. During 2019, Balchem Italia received the required ad hoc advance tax ruling. The benefit of the Patent Box Decree had a significant beneficial impact on our effective tax rate for 2019.

Additionally, proposed and final guidance were issued by the U.S. Department of Treasury related to foreign tax credits under the U.S. Tax Cuts and Jobs Act ("U.S. Tax Reform"), which was enacted on December 22, 2017. We will continue to evaluate and analyze the impact of the U.S. Tax Reform and the additional guidance that has been issued, and may be issued, by the U.S. Department of Treasury, the SEC, and/or the Financial Accounting Standards Board ("FASB") regarding this act.

We have analyzed any potential Base Erosion and Anti-Abuse Tax (“BEAT”) on related-party transactions and determined we met the gross receipts test but did not meet the level of base erosion payments that would subject us to BEAT in 2019.

We consider the undistributed earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside of the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. We project that our foreign earnings will be utilized offshore for working capital and future foreign growth. The determination of the unrecognized deferred tax liability on those undistributed earnings is not practicable due to our legal entity structure and the complexity of U.S. and local country tax laws. If we decide to repatriate the undistributed foreign earnings, we will need to recognize the income tax effects in the period we change our assertion on indefinite reinvestment.
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LIQUIDITY AND CAPITAL RESOURCES
(All amounts in thousands, except share and per share data)
Contractual Obligations
The Company’s contractual obligations as of December 31, 2019, are summarized in the table below:
 Payments due by period
 
Contractual Obligations
Total20202021-20222023-2024Thereafter
Operating lease obligations (1)
$13,064  $3,214  $3,938  $2,310  $3,602  
Purchase obligations (2)
37,221  37,221  —  —  —  
Debt obligations (3)
248,569  —  —  248,569  —  
Interest payment obligations (4)
25,688  7,348  14,696  3,644  —  
Total$324,542  $47,783  $18,634  $254,523  $3,602  
(1) Principally includes obligations associated with future minimum non-cancelable operating lease obligations.
(2) Principally includes open purchase orders with vendors for inventory not yet received or recorded on our balance sheet.
(3) Consists of contractual obligations under the Credit Agreement, which was effective on June 27, 2018 and expires on June 27, 2023.
(4) Includes interest payments on debt obligations based on interest rates at December 31, 2019, and the assumption that there will be no prepayments of principal. This interest is related to the Credit Agreement that expires on June 27, 2023, and the Contractual Obligations table reflects this expiration date and related current contractual obligations.

The table above excludes a $4,762 liability for uncertain tax positions, including the related interest and penalties, recorded in accordance with ASC 740-10, as we are unable to reasonably estimate the timing of settlement, if any.

We know of no current or pending demands on, or commitments for, our liquid assets that will materially affect our liquidity.

We expect our operations to continue generating sufficient cash flow to fund working capital requirements and necessary capital investments. We are actively pursuing additional acquisition candidates. We could seek additional bank loans or access to financial markets to fund such acquisitions, our operations, working capital, necessary capital investments or other cash requirements should we deem it necessary to do so.

Cash

Cash and cash equivalents increased to $65,672 at December 31, 2019 from $54,268 at December 31, 2018.  At December 31, 2019, we had $35,213 of cash and cash equivalents held by our foreign subsidiaries.  It is our intention to permanently reinvest these funds in foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions; therefore, we do not currently expect to repatriate these funds to fund U.S. operations or obligations. However, if these funds are needed for U.S. operations, we could be required to pay additional withholding taxes to repatriate them. Working capital was $162,688 at December 31, 2019 as compared to $144,258 at December 31, 2018, an increase of $18,430. Working capital reflects the payment of the 2018 declared dividend in 2019 of $15,135 and proceeds from the sale of business and assets.
(in thousands)20192018Increase
(Decrease)
% Change
Cash flows provided by operating activities124,461  118,697  $5,764  4.9 %
Cash flows used in investing activities(156,225) (31,991) (124,234) (388.3)%
Cash flows provided by (used in) financing activities43,385  (71,447) 114,832  160.7 %
Operating Activities
The increase in cash flows from operating activities was primarily due to improved accounts receivable.
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Investing Activities
As previously noted, on May 27, 2019, we acquired 100 percent of the outstanding common shares of Chemogas. In addition, on December 13, 2019, we completed an acquisition of Zumbro. Cash paid for both acquisitions, net of cash acquired, amounted to $141,062.

On September 6, 2019, we sold an insignificant portion of the business which is included in "proceeds from sale of business and assets" in the consolidated statements of cash flows.

We continue to invest in corporate projects, improvements across all production facilities, and intangible assets. Total investments in property, plant and equipment and intangible assets were $28,413 and $19,723 for the years ended December 31, 2019 and 2018, respectively.
Financing Activities
The acquisitions of Chemogas and Zumbro were primarily funded through the Credit Agreement. We borrowed $168,569 against the revolving loan and also made payments of $17,567 on the acquired debt. Total debt payments on the revolving loan amounted to $76,000 during 2019 and we had $251,431 available under the Credit Agreement as of December 31, 2019.

We have an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 2,431,767 shares have been purchased, and we had 203,879 shares remaining in treasury at December 31, 2019. We intend to acquire shares from time to time at prevailing market prices if and to the extent we deem it is advisable to do so based on our assessment of corporate cash flow, market conditions and other factors. The Company also repurchases shares from employees in connection with settlement of transactions under the Company's equity incentive plans.

Proceeds from stock options exercised were $4,839 and $8,272 as of December 31, 2019 and 2018, respectively. Dividend payments were $15,135 and $13,432 as of December 31, 2019 and 2018, respectively.
Other Matters Impacting Liquidity
We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 15 – Employee Benefit Plans. The liability recorded in other long-term liabilities on the consolidated balance sheets as of December 31, 2019 and December 31, 2018 was $1,076 and $1,174, respectively, and the plans are not funded.  Historical cash payments made under these plans have typically been less than $100 per year. We do not anticipate any changes to the payments made in the current year for the plans.

On June 1, 2018, we established an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees.  Assets of the plan are held in a rabbi trust, which are included in non-current assets on our balance sheet. They are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company.  The deferred compensation liability as of December 31, 2019 and December 31, 2018 was $1,982 and $265, respectively, and is included in other long-term obligations on our balance sheet.

Chemogas has an unfunded defined benefit plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amount recorded for these obligations on our balance sheet as of December 31, 2019 was $596 and was included in other long-term obligations.

Related Party Transactions

We were engaged in related party transactions with St. Gabriel CC Company, LLC for the year ended December 31, 2019. Refer to Note 18, "Related Party Transactions".

Critical Accounting Policies

Our management is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results could differ from those estimates.

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Our “critical accounting policies” are those that require application of management's most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and that may change in subsequent periods. Management considers the following accounting policies to be critical.

Revenue Recognition

Revenue for each of our business segments is recognized when control of the promised goods is transferred to our customers, in an amount that reflects the consideration we expect to realize in exchange for those goods. We report amounts billed to customers related to shipping and handling as revenue and include costs incurred for shipping and handling in cost of sales. Amounts received for unshipped merchandise are not recognized as revenue but rather they are recorded as customer deposits and are included in current liabilities. In instances of shipments made on consignment, revenue is recognized when control is transferred to the customer.

ASC 606, Revenue from Contracts with Customers, was adopted for the fiscal year beginning on January 1, 2018. Per the standard, revenue-generating contracts are assessed to identify distinct performance obligations, allocating transaction prices to those performance obligations, and criteria for satisfaction of a performance obligation. The standard allows for recognition of revenue only when we have satisfied a performance obligation through transferring control of the promised good or service to a customer. Control, in this instance, may mean the ability to prevent other entities from directing the use of, and receiving benefit from, a good or service. The standard indicates that an entity must determine at contract inception whether it will transfer control of a promised good or service over time or satisfy the performance obligation at a point in time through analysis of the following criteria: (i) the entity has a present right to payment, (ii) the customer has legal title, (iii) the customer has physical possession, (iv) the customer has the significant risks and rewards of ownership and (v) the customer has accepted the asset. We assess collectability based primarily on the customer’s payment history and on the creditworthiness of the customer.
Inventories

Inventories are valued at the lower of cost (first in, first out or average) or net realizable value and have been reduced by an allowance for excess or obsolete inventories. The write-down of potentially obsolete or slow-moving inventory is recorded based on management’s assumptions about future demand and market conditions.

Long-lived assets

Long-lived assets, such as property, plant, and equipment and intangible assets with finite lives, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset, which is generally based on discounted cash flows. For the year ended December 31, 2019, we incurred impairment charges of $1,026 in connection with a restructuring in the HNH segment.

Goodwill represents the excess of costs over fair value of assets of businesses acquired. ASC 350, “Intangibles-Goodwill and Other,” requires the use of the acquisition method of accounting for a business combination and defines an intangible asset. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are instead assessed for impairment annually and more frequently if events and circumstances indicate that the asset might be impaired, in accordance with the provisions of ASC 350. We performed our annual test as of October 1. ASC 350 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 if events and circumstances indicate that the asset might be impaired.

In accordance with ASU No. 2011-08, “Intangibles-Goodwill and Other (Topic 350): Testing Goodwill for Impairment” (“ASU 2011-08”), we first assess qualitative factors to determine whether it is “more likely than not” (i.e. a likelihood of more than 50%) that the fair values of our reporting units are less than their respective carrying amounts, including goodwill, as a basis for determining whether it is necessary to perform the two step goodwill impairment test. If determined to be necessary, the two-step impairment test shall be used to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). We have an unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test.

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In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”), which addresses changes to the testing for goodwill impairment by eliminating Step 2 of the process. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted; however we have elected not to adopt early as this ASU will not have a significant impact on our consolidated financial statements.

As of October 1, 2019 and 2018, we opted to bypass the qualitative assessment and proceeded directly to performing the first step of the goodwill impairment test. We assessed the fair values of our reporting units by utilizing the income approach, based on a discounted cash flow valuation model as the basis for our conclusions, as well as the market approach and cost approach. Our estimates of future cash flows included significant management assumptions such as revenue growth rates, operating margins, discount rates, estimated terminal values and future economic and market conditions. Our assessment concluded that the fair values of the reporting units exceeded their carrying amounts, including goodwill. Accordingly, the goodwill of the reporting units was not considered impaired. We may perform the qualitative assessment in subsequent periods.

Accounts Receivable

We market our products worldwide to a diverse customer base, principally throughout the Americas, Europe, and Asia. We grant credit terms in the normal course of business to our customers. We perform on-going credit evaluations of our customers and adjust credit limits based upon payment history and the customer's current credit worthiness, as determined through review of their current credit information. We continuously monitor collections and payments from customers and maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. Estimated losses are based on historical experience and any specific customer collection issues identified. If the financial condition of our customers were to deteriorate resulting in an impairment of their ability to make payments, additional allowances and related bad debt expense may be required.

Post-employment Benefits

We provide life insurance, health care benefits, and defined benefit pension plan payments for certain eligible retirees and health care benefits for certain retirees’ eligible survivors. The costs and obligations related to these benefits reflect our assumptions as to health care cost trends and key economic conditions including discount rates, expected rate of return on plan assets, and expected salary increases. The cost of providing plan benefits also depends on demographic assumptions including retirements, mortality, turnover, and plan participation. If actual experience differs from these assumptions, the cost of providing these benefits could increase or decrease.

In accordance with ASC 715, “Compensation-Retirement Benefits,” we are required to recognize the overfunded or underfunded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in our statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.

Intangible Assets with Finite Lives

The useful life of an intangible asset is based on our assumptions regarding expected use of the asset; the relationship of the intangible asset to another asset or group of assets; any legal, regulatory or contractual provisions that may limit the useful life of the asset or that enable renewal or extension of the asset’s legal or contractual life without substantial cost; the effects of obsolescence, demand, competition and other economic factors; and the level of maintenance expenditures required to obtain the expected future cash flows from the asset and their related impact on the asset’s useful life. If events or circumstances indicate that the life of an intangible asset has changed, it could result in higher future amortization charges or recognition of an impairment loss. For the year ended December 31, 2019, there were no triggering events which required intangible asset impairment reviews.

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances would be established when necessary to reduce deferred tax assets to the amount expected to be realized. In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, our forecast of future market growth, forecasted earnings, future taxable income, and prudent and
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feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

We recognize uncertain income tax positions taken on income tax returns at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained.

Our policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision.

As of December 31, 2019, we have federal and state income tax net operating loss (NOL) carryforwards of $7,078, which will expire in 2034. We believe that the benefit from the state NOL carryforwards will be realized. Therefore, a valuation allowance is not required to be established. However, the Company also acquired an insignificant amount of NOL carryforwards with the acquisition of Chemogas. These NOLs are not expected to be realized and therefore a valuation allowance on these items was established as of December 31, 2019. There was no valuation allowance for deferred tax assets as of December 31, 2018.

We consider the undistributed earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside of the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and our specific plans for reinvestment of those subsidiary earnings. We project that our foreign earnings will be utilized offshore for working capital and future foreign growth. The determination of the unrecognized deferred tax liability on those undistributed earnings is not practicable due to our legal entity structure and the complexity of U.S. and local country tax laws. If we decide to repatriate the undistributed foreign earnings, we will need to recognize the income tax effects in the period we change our assertion on indefinite reinvestment.

Stock-based Compensation

We account for stock-based compensation in accordance with the provisions of ASC 718, “Compensation-Stock Compensation.” Under the fair value recognition provisions of this statement, share-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of share-based awards at the grant date requires judgment, including estimating our stock price volatility, employee stock option exercise behaviors and employee option forfeiture rates. Expected volatilities are based on historical volatility of our stock. The expected term of the options is based on our historical experience of employees’ exercise behavior. As stock-based compensation expense recognized in the Consolidated Statements of Earnings is based on awards ultimately expected to vest, the amount of expense has been reduced for estimated forfeitures. ASC 718 allows for forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Forfeitures were estimated based on historical experience. If factors change and we employ different assumptions in the application of ASC 718, the compensation expense that we record in future periods may differ significantly from what we have recorded in the current period. See Note 3 in Notes to Consolidated Financial Statements for additional information.

New Accounting Pronouncements

See Note 1 in Notes to Consolidated Financial Statements regarding recent accounting pronouncements.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

Our cash and cash equivalents are held primarily in certificates of deposit and money market investment funds. In the second quarter of 2019, we entered into an interest rate swap and cross-currency swap for hedging purposes. Refer to details noted below (see Note 20). Additionally, as of December 31, 2019, our borrowings were under a revolving loan bearing interest at a fluctuating rate as defined by the Credit Agreement plus an applicable rate. The applicable rate is based upon our consolidated net leverage ratio, as defined in the Credit Agreement. A 100 basis point increase or decrease in interest rates, applied to our borrowings at December 31, 2019, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $2,486. We are exposed to commodity price risks, including prices of our primary raw materials. Our objective is to seek a reduction in the potential negative earnings impact of raw material pricing arising in our business activities. We manage these financial exposures, where possible, through pricing and operational means. Our practices may change as economic conditions change.

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Interest Rate Risk

We have exposure to market risk for changes in interest rates, including the interest rate relating to our credit agreement dated June 27, 2018. In the second quarter of 2019, we began to manage our interest rate exposure through the use of derivative instruments. All of our derivative instruments are utilized for risk management purposes, and are not used for trading or speculative purposes. We have hedged a portion of our floating interest rate exposure using an interest rate swap (see Note 20 to our consolidated financial statements). As of December 31, 2019, the notional amount of our outstanding interest rate swap was $108,569.

Foreign Currency Exchange Risk

The financial condition and results of operations of our foreign subsidiaries are reported in Euros, Canadian Dollars, Malaysian Ringgits, Singapore Dollars, Australian Dollars, and Philippine Pesos and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Therefore, we are exposed to foreign currency exchange risk related to these currencies. Specifically, we are exposed to changes in exchange rates between the U.S. dollar and Euro. In the second quarter of 2019, we entered into a cross-currency swap, with a notional amount of $108,569, which we designated as a hedge of our net investment in Chemogas.

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Item 8.  Financial Statements and Supplementary Data
Index to Financial Statements and Supplementary Data:Page Numbers

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Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Balchem Corporation
Opinions on the Financial Statements and Internal Control Over Financial Reporting
We have audited the accompanying consolidated balance sheets of Balchem Corporation and subsidiaries (the Company) as of December 31, 2019 and 2018, and the related consolidated statements of earnings, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended December 31, 2019, and the related notes and schedule listed at Item 8 (collectively, the financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Chemogas Holding NV and its subsidiaries (“Chemogas”) and Zumbro River Brand, Inc. (“Zumbro”) from its assessment of internal control over financial reporting as of December 31, 2019, because they were acquired by the Company in purchase business combinations in the second and fourth quarters, respectively, of 2019. We have also excluded Chemogas and Zumbro from our audit of internal control over financial reporting. Chemogas and Zumbro are wholly owned subsidiaries whose total assets and net sales represent approximately 15 percent and 3 percent, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2019.

Basis for Opinions
The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company's financial statements and an opinion on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting
A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Valuation of Customer Relationships
As described in Note 2 to the financial statements, the Company completed the acquisition of Chemogas Holding NV and its subsidiaries (Chemogas) in May 2019 for $111.3 million, which resulted in $42.7 million of intangible assets being recorded, primarily consisting of $39.2 million in customer relationships. Management used the excess earnings method, a form of the income valuation approach, to determine the fair value of the customer relationships acquired, which required management to make significant judgment in formulating the significant estimates and assumptions about sales, operating margins, attrition rates, growth rates, and discount rates based on budgets, business plans, economic projections, anticipated future cash flows and market place data.

We identified the Company’s valuation of the customer relationships due to of the acquisition of Chemogas as a critical audit matter as there was a high degree of auditor judgment, subjectivity, and audit effort, including the use of our fair value specialist, involved in performing procedures and evaluating audit evidence related to the significant estimates and assumptions utilized by management, including sales, operating margins, attrition rates, growth rates, and discount rates, when calculating the fair value of the acquired customer relationships.

Our audit procedures related to the Company’s valuation of acquired customer relationships as part of the Chemogas acquisition included the following, among others:

We obtained an understanding of the relevant controls related to the valuation of acquired customer relationships and tested such controls for design and operating effectiveness, including management review controls related to the development of the significant assumptions including sales, operating margins, attrition rates, growth rates, and discount rates.
We utilized historical data and compared management’s sales and operating margin forecasts to the most recent actual data available to determine reasonableness of assumptions for sales, operating margins, attrition rates, and growth rates.
With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates and, tested the relevance and reliability of source information underlying the determination of the discount rates and testing the mathematical accuracy of the calculation, and developed a range of independent estimates and comparing those to the discount rates selected by management.

Valuation of Reporting Units for Goodwill Impairment Testing
As described in Note 1 and 6 to the financial statements, the Company’s goodwill balance was $524 million as of December 31, 2019. The Company performed an annual goodwill impairment test as of October 1, 2019 using a quantitative evaluation for each of their reporting units. The Company determines the fair value of its reporting units using the income approach, based on a discounted cash flow valuation model. To test for goodwill impairment, the Company compares fair value of each reporting unit to its carrying value. When estimating the fair value of each reporting unit management makes significant estimates and assumptions related to a number of factors. The Company considers the impact of factors that are specific to each of the reporting units such as industry and economic changes as well as projected revenue and expense growth rates based upon annual budgets and longer-range strategic plans, which are highly sensitive to changes in domestic and foreign economic conditions, and the selection of an appropriate discount rate.

Given the significant estimates and assumptions management makes to estimate the fair value of the reporting units and the sensitivity of the operations to changes in U.S. and foreign economic conditions, we identified management’s assumptions related to the revenue and expense growth rates and the discount rates utilized in the valuation of the reporting units utilized in Company’s goodwill impairment tests as a critical audit matter. Auditing the reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists.

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Our audit procedures related to revenue and expense growth rates and discount rate utilized in the valuation of the Company’s reporting units included the following, among others:

We obtained an understanding of the relevant controls related to the valuation of the Company’s reporting units and tested such controls for design and operating effectiveness, including management review controls related to revenue and expense growth rates and the selection of an appropriate discount rate.
We evaluated the reasonableness of management’s forecasted revenue and expense growth rates by comparing actual results to management’s historical forecasts.
Due to the uncertain U.S and foreign economic growth, we evaluated the reasonableness of management’s forecasts of revenue and expense growth rates by comparing the forecasts to (1) the historical results, (2) internal communications to management and the board of directors, and (3) external communications made by management to analysts and investors.
We evaluated changes in the regulatory environment using industry reports containing analysis of the Company’s markets and assessed whether these changes were reflected in management’s forecasts of revenue and expense growth rates.
With the assistance of our fair value specialists, we evaluated the reasonableness of the discount rates and tested the relevance and reliability of source information underlying the determination of the discount rates, tested the mathematical accuracy of the calculation, and developed a range of independent estimates and compared those to the discount rates selected by management.

/s/ RSM US LLP

We have served as the Company's auditor since 2004.
New York, New York
February 21, 2020

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BALCHEM CORPORATION
Consolidated Balance Sheets
December 31, 2019 and 2018
(Dollars in thousands, except share and per share data)
20192018
Current assets:
Cash and cash equivalents$65,672  $54,268  
Accounts receivable, net of allowance for doubtful accounts of $2,080 and $610 at December 31, 2019 and 2018, respectively
93,444  99,545  
Inventories83,893  67,187  
Prepaid expenses4,385  3,830  
Prepaid income taxes5,098    
Other current assets2,454  1,484  
Total current assets254,946  226,314  
Property, plant and equipment, net216,859  190,919  
Goodwill523,998  447,995  
Intangible assets with finite lives, net143,924  109,405  
Right of use assets7,338  —  
Other assets8,617  6,722  
Total assets$1,155,682  $981,355  
Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable$37,267  $33,345  
Accrued expenses24,604  22,025  
Accrued compensation and other benefits11,057  11,022  
Dividends payable16,855  15,220  
Income tax payable  444  
Lease liabilities - current2,475    
Total current liabilities92,258  82,056  
Revolving loan248,569  156,000  
Deferred income taxes56,431  44,309  
Lease liabilities - non-current4,827  —  
Derivative liabilities2,103    
Other long-term obligations7,827  7,372  
Total liabilities412,015  289,737  
Commitments and contingencies (note 16)
Stockholders’ equity:
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding
    
Common stock, $.0667 par value. Authorized 120,000,000 shares; 32,405,796 shares issued and 32,201,917 outstanding at December 31, 2019 and 32,256,915 shares issued and 32,256,209 shares outstanding at December 31, 2018, respectively
2,161  2,151  
Additional paid-in capital174,218  165,098  
Retained earnings590,921  528,027  
Accumulated other comprehensive loss(5,564) (3,602) 
Treasury stock, at cost: 203,879 and 706 shares at December 31, 2019 and 2018, respectively
(18,069) (56) 
Total stockholders’ equity743,667  691,618  
Total liabilities and stockholders’ equity$1,155,682  $981,355  
See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Consolidated Statements of Earnings
Years Ended December 31, 2019, 2018 and 2017
(In thousands, except per share data)
201920182017
Net sales$643,705  $643,679  $594,790  
Cost of sales432,338  439,427  405,781  
Gross margin211,367  204,252  189,009  
Operating expenses:
Selling expenses60,932  57,219  54,720  
Research and development expenses11,377  11,592  9,305  
General and administrative expenses36,505  28,341  28,081  
108,814  97,152  92,106  
Earnings from operations102,553  107,100  96,903  
Other expenses:
Interest expense, net5,959  7,611  7,532  
Other, net116  459  883  
6,075  8,070  8,415  
Earnings before income tax expense96,478  99,030  88,488  
Income tax expense/(benefit)16,807  20,457  (1,583) 
Net earnings$79,671  $78,573  $90,071  
Basic net earnings per common share$2.48  $2.45  $2.83  
Diluted net earnings per common share$2.45  $2.42  $2.79  
See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Consolidated Statements of Comprehensive Income
Years Ended December 31, 2019, 2018 and 2017
(In thousands)
201920182017
Net earnings$79,671  $78,573  $90,071  
Other comprehensive (loss)/income, net of tax:
Net foreign currency translation adjustment(891) (2,982) 5,404  
Unrealized loss on cash flow hedge, net of taxes of $372 at December 31, 2019
(1,399)     
Net change in postretirement benefit plan, net of taxes of $101, $434, and $207 at December 31, 2019, 2018 and 2017, respectively
328  1,022  (197) 
Other comprehensive (loss)/income(1,962) (1,960) 5,207  
Comprehensive income$77,709  $76,613  $95,278  
See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Consolidated Statements of Stockholders’ Equity
Years Ended December 31, 2019, 2018 and 2017
(Dollars in thousands, except share and per share data)
Total
Stockholders'
Equity
Retained
Earnings
Accumulated
Other
Comprehensive
Income (Loss)
Common StockTreasury StockAdditional
Paid-in
Capital
SharesAmountSharesAmount
Balance - December 31, 2016$521,033  $388,089  $(6,849) 31,757,861  $2,117      $137,676  
Net earnings90,071  90,071  —  —  —  —  —  —  
Other comprehensive income5,150  (57) 5,207  —  —  —  —  —  
Dividends ($.42 per share)
(13,464) (13,464) —  —  —  —  —  —  
Treasury shares purchased(1,905) —  —  —  —  (23,182) $(1,905) —  
Shares and options issued under stock plans and
an income tax benefit of $2,546
15,996  —  —  261,744  18  23,182  1,905  14,073  
Balance - December 31, 2017616,881  464,639  (1,642) 32,019,605  2,135      151,749  
Net earnings78,573  78,573  —  —  —  —  —  —  
Other comprehensive loss, net of cumulative effect of accounting change(1,960) —  (1,960) —  —  —  —  —  
Dividends ($.47 per share)
(15,185) (15,185) —  —  —  —  —  —  
Treasury shares purchased(1,394) —  —  —  —  (16,755) (1,394) —  
Shares and options issued under stock plans14,703  —  —  237,310  16  16,049  1,338  13,349  
Balance - December 31, 2018691,618  528,027  (3,602) 32,256,915  2,151  (706) (56) 165,098  
Net earnings79,671  79,671  —  —  —  —  —  —  
Other comprehensive loss(1,962) —  (1,962) —  —  —  —  —  
Dividends ($.52 per share)
(16,777) (16,777) —  —  —  —  —  —  
Treasury shares purchased(21,321) —  —  —  —  (240,995) (21,321) —  
Shares and options issued under stock plans12,438  —  —  148,881  10  37,822  3,308  9,120  
Balance - December 31, 2019$743,667  $590,921  $(5,564) 32,405,796  $2,161  (203,879) $(18,069) $174,218  
See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Consolidated Statements of Cash Flows
Years Ended December 31, 2019, 2018 and 2017
(In thousands)
 201920182017
Cash flows from operating activities:   
Net earnings$79,671  $78,573  $90,071  
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization45,862  44,666  44,379  
Stock compensation expense7,596  6,413  6,264  
Deferred income taxes(3,563) (5,403) (28,777) 
Provision for doubtful accounts1,776  43  69  
Foreign currency transaction (gain)/loss72  (141) 340  
Asset impairment charge1,140  1,801    
(Gain)/Loss on disposal of assets(3,134) (3,244) 254  
Changes in assets and liabilities, net of acquired balances
Accounts receivable11,623  (7,773) (3,906) 
Inventories(11,401) (6,016) (319) 
Prepaid expenses and other current assets477  1,517  (439) 
Accounts payable and accrued expenses1,134  5,988  1,511  
Income taxes(5,664) 1,121  449  
Other(1,128) 1,152  722  
Net cash provided by operating activities124,461  118,697  110,618  
Cash flows from investing activities:
Capital expenditures and intangible assets acquired(28,413) (19,723) (28,117) 
Cash paid for acquisitions, net of cash acquired(141,062) (17,399) (17,393) 
Proceeds from sale of business and assets11,523  966  22  
Proceeds from insurance2,727  4,165  2,792  
Purchase of convertible note(1,000)     
Net cash used in investing activities(156,225) (31,991) (42,696) 
Cash flows from financing activities:
Proceeds from revolving loan168,569  210,750  25,000  
Principal payments on revolving loan(76,000) (54,750) (44,000) 
Principal payments on long-term debt  (219,500) (43,000) 
Principal payment on acquired debt(17,567) (19) (2,384) 
Cash paid for financing costs  (1,374)   
Proceeds from stock options exercised4,839  8,272  9,732  
Dividends paid(15,135) (13,432) (12,069) 
Purchase of treasury stock(21,321) (1,394) (1,905) 
Net cash used in by financing activities43,385  (71,447) (68,626) 
Effect of exchange rate changes on cash(217) (1,407) 2,477  
Increase/(Decrease) in cash and cash equivalents11,404  13,852  1,773  
Cash and cash equivalents beginning of period54,268  40,416  38,643  
Cash and cash equivalents end of period$65,672  $54,268  $40,416  

Supplemental Cash Flow Information - see Note 13
See accompanying notes to consolidated financial statements.
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BALCHEM CORPORATION
Notes to Consolidated Financial Statements
(All amounts in thousands, except share and per share data)

NOTE 1 - BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description
Balchem Corporation (“Balchem” or the “Company”), including, unless the context otherwise requires, its wholly-owned subsidiaries, incorporated in the State of Maryland in 1967, is engaged in the development, manufacture and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, agricultural, and medical sterilization industries.
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform with the current period's presentation.

Revenue Recognition

Revenue for each of the Company’s business segments is recognized when control of the promised goods is transferred to our customers, in an amount that reflects the consideration we expect to realize in exchange for those goods. The Company reports amounts billed to customers related to shipping and handling as revenue and includes costs incurred for shipping and handling in cost of sales. Amounts received for unshipped merchandise are not recognized as revenue but rather they are recorded as customer deposits and are included in current liabilities. In instances of shipments made on consignment, revenue is recognized when control is transferred to the customer.

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, was adopted for the fiscal year beginning on January 1, 2018. Per the standard, revenue-generating contracts are assessed to identify distinct performance obligations, allocating transaction prices to those performance obligations, and criteria for satisfaction of a performance obligation. The standard allows for recognition of revenue only when we have satisfied a performance obligation through transferring control of the promised good or service to a customer. Control, in this instance, may mean the ability to prevent other entities from directing the use of, and receiving benefit from, a good or service. The standard indicates that an entity must determine at contract inception whether it will transfer control of a promised good or service over time or satisfy the performance obligation at a point in time through analysis of the following criteria: (i) the entity has a present right to payment, (ii) the customer has legal title, (iii) the customer has physical possession, (iv) the customer has the significant risks and rewards of ownership and (v) the customer has accepted the asset. The Company assesses collectability based primarily on the customer’s payment history and on the creditworthiness of the customer. The impact to revenues as a result of applying ASC 606 was an increase of $338 for the year ended December 31, 2018.

Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company has funds in its cash accounts that are with third party financial institutions, primarily in certificates of deposit and money market funds. The Company's balances of cash and cash equivalents in the U.S., Italy, Belgium, Malaysia, Australia, Philippines, and Singapore exceed the Federal Deposit Insurance Corporation (“FDIC”), Fondo Interbancario di Tutela dei Depositi (“FITD”), Financial Services and Markets Authority ("FSMA"), Perbadanan Insurans Deposit Malaysia ("PIDM"), Australian Prudential Regulation Authority ("APRA"), Philippine Deposit Insurance Corporation ("PDIC"), and Singapore Deposit Insurance Corporation ("SDIC") insurance limits, respectively.
Accounts Receivable
Credit terms are granted in the normal course of business to the Company’s customers. On-going credit evaluations are performed on the Company’s customers and credit limits are adjusted based upon payment history and the customer's current credit worthiness, as determined through review of their current credit information. Collections and payments from customers are continuously monitored and allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments are maintained. Estimated losses are based on historical experience and any specific customer collection issues identified.
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Inventories
Inventories are valued at the lower of cost (first in, first out or average) or net realizable value and have been reduced by an allowance for excess or obsolete inventories. Cost elements include material, labor and manufacturing overhead.
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost.
Depreciation of plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Buildings
15-25 years
Equipment
2-28 years
Expenditures for repairs and maintenance are charged to expense. Alterations and major overhauls that extend the lives or increase the capacity of plant assets are capitalized. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation are removed from the accounts and any resultant gain or loss is included in earnings from operations.

For the year ended December 31, 2019, we incurred impairment charges of $1,026 in connection with a restructuring in the HNH segment.
Business Concentrations
Financial instruments that subject the Company to credit risk consist primarily of accounts receivable and money market investments. Investments are managed within established guidelines to mitigate risks. Accounts receivable subject the Company to credit risk partially due to the concentration of amounts due from customers. The Company extends credit to its customers based upon an evaluation of the customers’ financial condition and credit histories. The majority of the Company’s customers are major national or international corporations. In 2019, 2018 and 2017, no customer accounted for more than 10% of total net sales.
Goodwill and Acquired Intangible Assets
Goodwill represents the excess of costs over fair value of assets of businesses acquired. ASC 350, “Intangibles-Goodwill and Other,” requires the use of the acquisition method of accounting for a business combination and defines an intangible asset. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are instead assessed for impairment annually and more frequently if events and circumstances indicate that the asset might be impaired, in accordance with the provisions of ASC 350. The Company performs its annual test as of October 1. ASC 350 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 if events and circumstances indicate that the asset might be impaired.

In accordance with ASC 350, the Company first assesses qualitative factors to determine whether it is “more likely than not” (i.e. a likelihood of more than 50%) that the fair values of its reporting units are less than their respective carrying amounts, including goodwill, as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If determined to be necessary, the two-step impairment test shall be used to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). The Company has an unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test.

As of October 1, 2019 and 2018, the Company opted to bypass the qualitative assessment and proceeded directly to performing the first step of the goodwill impairment test. As of October 1, 2019, it assessed the fair values of its reporting units by utilizing the income approach, based on a discounted cash flow valuation model as the basis for its conclusions. The Company’s estimates of future cash flows included significant management assumptions such as revenue growth rates, operating margins, discount rates, estimated terminal values and future economic and market conditions. The Company’s assessment concluded that the fair values of the reporting units exceeded their carrying amounts, including goodwill. Accordingly, the goodwill of the reporting units is not considered impaired. The Company may resume performing the qualitative assessment in subsequent periods.
The Company had goodwill in the amount of $523,998 and $447,995 as of December 31, 2019 and December 31, 2018, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.”
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Goodwill at December 31, 2017$441,361  
Goodwill as a result of the Acquisitions - see Note 26,838  
Impact due to change in foreign exchange rates(204) 
Goodwill at December 31, 2018447,995  
Goodwill as a result of the Acquisitions – see Note 277,392  
Impact due to change in foreign exchange rates(1,389) 
Goodwill at December 31, 2019$523,998  

 December 31, 2019December 31, 2018
HNH$423,600  $405,527  
ANH17,189  18,578  
Specialty Products81,981  22,662  
Industrial Products1,228  1,228  
Total$523,998  $447,995  
The following intangible assets with finite lives are stated at cost and are amortized either on an accelerated basis or on a straight-line basis over the following estimated useful lives:
 Amortization Period
(in years)
Customer relationships and lists
10 - 20
Trademarks & trade names
2 - 17
Developed technology
5 - 12
Regulatory registration costs
5 - 10
Patents & trade secrets
15 - 17
Other
 3 - 18

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances would be established when necessary to reduce deferred tax assets to the amount expected to be realized. In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, our forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

We recognize uncertain income tax positions taken on income tax returns at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a fifty percent likelihood of being sustained.

Our policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision.
Use of Estimates
Management of the Company is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results could differ from those estimates.
Fair Value of Financial Instruments
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The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2019 and 2018 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio. The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable and accrued liabilities, and are carried at cost which approximates fair value due to the short-term maturity of these instruments.
In addition, non-current assets includes rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, "Fair Value Measurement."
The Company also has derivative financial instruments, consisting of a cross-currency swap and an interest rate swap, which are included in either derivative asset or derivative liability, in the condensed consolidated balance sheets (see Note 20, "Derivative Instruments and Hedging Activities"). The fair values of these derivative instruments are determined based on Level 2 inputs, using significant inputs that are observable either directly or indirectly, including interest rate curves and implied volatilities.
Cost of Sales
Cost of sales are primarily comprised of raw materials and supplies consumed in the manufacture of product, as well as manufacturing labor, maintenance labor, depreciation expense, and direct overhead expense necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
Selling, General and Administrative Expenses
Selling expenses consist primarily of compensation and benefit costs, amortization of customer relationships and lists, trade promotions, advertising, commissions and other marketing costs. General and administrative expenses consist primarily of payroll and benefit costs, occupancy and operating costs of corporate offices, depreciation and amortization expense on non-manufacturing assets, information systems costs and other miscellaneous administrative costs.
Research and Development
Research and development costs are expensed as incurred.
Net Earnings Per Common Share
Basic net earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share is calculated in a manner consistent with basic net earnings per common share except that the weighted average number of common shares outstanding also includes the dilutive effect of stock options outstanding, unvested restricted stock, and unvested performance shares (using the treasury stock method).
Stock-based Compensation
The Company has stock-based employee compensation plans, which are described more fully in Note 3. The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation,” which requires all share-based payments, including grants of stock options, to be recognized in the income statement as an operating expense, based on their fair values. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes based option-pricing model. Estimates of and assumptions about forfeiture rates, terms, volatility, interest rates and dividend yields are used to calculate stock-based compensation. A significant change to these estimates could materially affect the Company’s operating results.
Impairment of Long-lived Assets
Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair
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value of the asset, which is generally based on discounted cash flows. For the year ended December 31, 2019, we incurred impairment charges of $1,026 in connection with a restructuring in the HNH segment.

Derivative Instruments and Hedging Activities

The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In May 2019, the Company entered into an interest rate swap with JP Morgan Chase, N.A. (the "Swap Counterparty") and a cross-currency swap with JP Morgan Chase, N.A. (the "Bank Counterparty"). The Company's primary objective for holding derivative financial instruments is to manage interest rate risk and foreign currency risk. The Company does not enter into derivative financial instruments for trading or speculative purposes.

On May 28, 2019, the Company entered into a pay-fixed, receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023. The Company's risk management objective and strategy with respect to the interest rate swap is to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. The Company is meeting its objective since changes in the cash flows of the interest rate swap are expected to exactly offset the changes in the cash flows attributable to fluctuations in the contractually specified interest rate on the interest payments associated with the Credit Agreement.
At the same time, the Company also entered into a cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas. This derivative has a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023.

The derivative instruments are with the above single counterparty and are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. As such, the derivative instruments are categorized as a master netting arrangement and presented as a net derivative asset or derivative liability on the consolidated balance sheet.

On a quarterly basis, we assess the effectiveness of the hedging relationships for the interest rate swap and cross-currency swap by reviewing the critical terms indicated in the agreement. As of December 31, 2019, we assessed the hedging relationships and determined them to be highly effective. As such, the net change in fair values of the interest rate swap, that qualify as cash flow hedge, was recorded in accumulated other comprehensive income/(loss) and is subsequently reclassified into interest expense as interest payments are made on our debt. For the cross-currency swap, the amounts that have not yet been recognized in earnings remained in the cumulative translation adjustment section of accumulated other comprehensive income until the hedged net investment is sold or liquidated in accordance with paragraphs 815-35-35-5A and 830-30-40-1 through 40-1A. Refer to Note 20, "Derivative Instruments and Hedging Activities" for detailed information about our derivative financial instruments.
New Accounting Pronouncements
Recently Issued Accounting Standards

In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The effective date of this Update is for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Standard may be adopted either using the prospective or retrospective transition approach and could also be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this pronouncement on the Company’s consolidated financial statements and disclosures.
In July 2019, the FASB issued Accounting Standards Update ("ASU") 2019-07, "Codification Updates to SEC Sections," which improved, updated, and simplified regulations on financial reporting and disclosure. The Company does not expect this new guidance to have a significant impact on its financial reporting.
In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.”  The guidance requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancelable term of the cloud computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider.  The effective date of this pronouncement is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.  Early adoption is permitted and the standard may be adopted either using
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the prospective or retrospective transition approach.  The Standard Update is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures.

In August 2018, the FASB issued ASU 2018-14, “Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans,” which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans.  The guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant.  This update should be applied on a retrospective basis to all periods presented and is effective for fiscal years ending after December 31, 2020.  Early adoption is permitted.  The Company expects this new guidance will not have a significant impact on its financial reporting.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The guidance was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of companies' risk management activities in its financial statements, as well as simplifying the application of hedge accounting guidance especially in the area of assessment of effectiveness of the hedge. In April 2019, the FASB issued ASU 2019-04, "Codification Improvements to Topic 815, Derivative and Hedging", which further clarified ASU 2017-12. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company has adopted the new standards when it obtained derivative instruments and entered into hedging activities in the second quarter of 2019. Refer to Note 20, "Derivative Instruments and Hedging Activities."

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (ASU 2017-04), which addresses changes to the testing for goodwill impairment by eliminating Step 2 of the process. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted; however, the Company has elected not to adopt early as this ASU will not have a significant impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires that credit losses be reported based on expected losses compared to the current incurred loss model. These updates made several consequential amendments to the Codification which requires the accounting for available-for-sale debt securities to be individually assessed for credit losses when fair value is less than the amortized cost basis. In April, May, and November 2019, the FASB issued Accounting Standards Update ("ASU") 2019-04, 2019-05 and ASU 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses" which further clarifies the ASU 2016-13. The standard is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The Company has completed its impact assessment and does not expect this new guidance to have a significant impact on its financial reporting.

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), which was clarified by ASU 2018-11 and addresses the recognition of assets and liabilities that arise from all leases. The guidance requires lessees to recognize right-of-use ("ROU") assets and lease liabilities for most leases in the Consolidated Balance Sheets and is effective for annual and interim periods beginning after December 15, 2018. The Company adopted the new standard on January 1, 2019 and has elected the optional transition method to account for the impact of the adoption with a cumulative-effect adjustment in the period of adoption. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company has not elected the use-of-hindsight or the practical expedient pertaining to land easements, the latter not being applicable to the Company. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify, which means for those leases that qualify, the Company will not recognize ROU assets or lease liabilities. The Company has also elected the practical expedient to not separate lease and non-lease components for all of its leases. In March 2019, the FASB issued ASU 2019-01, "Leases (Topic 842): Codification Improvements," which further clarifies the determination of fair value of leases and modifies transition disclosure requirements for changes in accounting principles. The effective date of the amendments is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company expects this pronouncement will not have a significant impact on its consolidated financial statements and disclosures. Refer to Note 19, "Leases."

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NOTE 2 – SIGNIFICANT ACQUISITIONS AND DIVESTITURES
Acquisition

On December 13, 2019, the Company completed the acquisition of Zumbro. The Company made payments of $52,403 on the acquisition date, amounting to $47,058 to the former shareholders and $5,345 to Zumbro's lenders to pay Zumbro debt. Considering the cash acquired of $686, net payments made to the former shareholders were $46,372.

The estimated goodwill of $18,073 arising from the acquisition consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. The goodwill is assigned to HNH and its tax deductibility for income taxes is still being assessed.
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed:
Cash and cash equivalents$686  
Accounts receivable3,380  
Inventories4,517  
Prepaid & other current assets521  
Property, plant and equipment15,245  
Customer relationships8,200  
Developed technology4,400  
Trade name2,300  
Other non-current assets10  
Accounts payable & accrued expenses(1,538) 
Debt(5,345) 
Deferred income taxes(3,391) 
Goodwill18,073  
Amount paid to shareholders47,058  
Zumbro debt paid on purchase date5,345  
Total amount paid on acquisition date$52,403  
The estimated valuation of the fair value of tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions that are subject to change. In preparing our preliminary fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized included cost and market approaches for property, plant and equipment, excess earnings method for customer relationships and the relief from royalty method for other intangible assets. The purchase price and related allocation to assets acquired and liabilities assumed is preliminary pending finalizing actual working capital acquired as of the acquisition date. Additionally, certain intangible assets are not tax deductible and the related deferred tax liabilities are preliminary pending management's final review.
Customer relationships are amortized over a 15-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade name and developed technology are amortized over 10 years and 12 years, respectively, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
The Company is indemnified for tax liabilities prior to the acquisition date. Indemnified tax liabilities will create an indemnification asset (receivable). At this time, an indemnification asset balance has not been established.
On May 27, 2019, the Company acquired 100 percent of the outstanding common shares of Chemogas. The Company made payments of approximately €99,503 (translated to $111,324) on the acquisition date, amounting to approximately €88,579 (translated to $99,102) to the former shareholders and approximately €10,924 (translated to $12,222) to Chemogas' lender to pay Chemogas bank debt. Considering the cash acquired of €3,943 (translated to $4,412), net payments made to the former shareholders were €84,636 (translated to $94,690).
The goodwill of $59,319 arising from the acquisition consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. The goodwill is assigned to the Specialty Products segment and is not tax deductible for income tax purposes.

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The following table summarizes the estimated fair values of the assets acquired and liabilities assumed:
Cash and cash equivalents$4,412  
Accounts receivable4,176  
Inventories957  
Property, plant and equipment15,972  
Customer relationships39,158  
Developed technology2,461  
Trade name1,119  
Other assets1,491  
Accounts payable(3,261) 
Bank debt(12,222) 
Other liabilities(1,030) 
Pension obligation (net)(594) 
Deferred income taxes(12,856) 
Goodwill59,319  
Amount paid to shareholders99,102  
Chemogas bank debt paid on purchase date12,222  
Total amount paid on acquisition date$111,324  
The estimated valuation of the fair value of tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions that are subject to change. In preparing our preliminary fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized included cost and market approaches for property, plant and equipment, excess earnings method for customer relationships and the relief from royalty method for other intangible assets. The purchase price and related allocation to assets acquired and liabilities assumed is preliminary pending management's final review of fair value calculations and deferred tax liabilities related to certain non-deductible assets.
Customer relationships are amortized over a 20-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade name and developed technology are amortized over 2 years and 10 years, respectively, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
The Company is indemnified for tax liabilities prior to the acquisition date. Indemnified tax liabilities will create an indemnification asset (receivable). At this time, an indemnification asset balance has not been established.

In connection with Chemogas and Zumbro acquisitions, the Company incurred transaction and integration costs of $1,947 for the year ended December 31, 2019.

In 2018, the Company, through its subsidiary, Balchem Italia, completed one immaterial acquisition, Bioscreen Technologies Srl.

Total transaction and integration costs related to recent acquisitions, including the Chemogas and Zumbro acquisitions described above, are recorded in general and administrative expenses. These costs amounted to $2,273, $1,786, and $2,163 for the years ended December 31, 2019, 2018 and 2017, respectively.
Divestiture
On September 6, 2019, the Company sold an insignificant portion of its business. As a result of the transaction, the Company recorded a gain on sale, which was immaterial to the consolidated financial statements and included in general and administrative expenses. Operating results for the portion of the business sold were insignificant relative to the Company’s consolidated financial results for year ended December 31, 2019.

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NOTE 3 - STOCKHOLDERS’ EQUITY
STOCK-BASED COMPENSATION
All share-based payments, including grants of stock options, are recognized in the income statement as an operating expense, based on their fair values.
The Company has made an estimate of expected forfeitures, based on its historical experience, and is recognizing compensation cost only for those stock-based compensation awards expected to vest.
The Company’s results for the years ended December 31, 2019, 2018 and 2017 reflected the following compensation cost and such compensation cost had the following effects on net earnings:
 Increase/(Decrease) for the
Year Ended, December 31
 201920182017
Cost of sales$1,147  $973  $524  
Operating expenses6,449  5,440  5,736  
Net earnings(5,884) (4,965) (3,990) 
On December 31, 2019, the Company had one share-based compensation plan under which awards may be granted, which is described below.
In June 2017, the Company adopted the Balchem Corporation 2017 Omnibus Incentive Plan (“2017 Plan”) for officers, employees and directors of the Company and its subsidiaries. The 2017 Plan replaced the 1999 Stock Plan and amendments and restatements thereto (collectively to be referred to as the “1999 Plan’), which expired on April 9, 2018. No further awards will be made under the 1999 Plan, and the shares that remained available for grant under the 1999 Plan will only be used to settle outstanding awards granted under the 1999 Plan and will not become available under the 2017 Plan. The 2017 Plan is administered by the Compensation Committee of the Board of Directors of the Company. The 2017 Plan provides as follows: (i) for a termination date of June 13, 2027; (ii) the authorization of 1,600,000 shares for future grants (which represents a reduction from the 6,000,000 shares authorized for grant under the 1999 Plan); (iii) for the making of grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards, as well as for the making of cash performance awards; (iv) except as provided in an employment agreement as in effect on the effective date of the 2017 Plan, no automatic acceleration of outstanding awards upon the occurrence of a change in control of the Company; (v) certain annual limits on the number of shares and amount of cash that may be granted; (vii) for dividends or dividend equivalents otherwise payable on an unvested award to accrue and be paid only at such time as the vesting conditions applicable to the underlying award have been satisfied; (vii) for certain discretionary compensation recovery if the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws; and (viii) for compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or the “Code”). 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 December 31, 2019, the 2017 Plan had 1,095,144 shares available for future awards.
The Company has Restricted Stock Grant Agreements with the Company's non–employee directors and certain employees. Under the Restricted Stock Grant Agreements, certain shares of the Common Stock have been granted, ranging from 70 shares to 54,000 shares, to its non-employee directors and certain employees, subject to time-based vesting requirements.
The Company also has performance share (“PS”) awards, which provide the recipients the right to receive a certain number of shares of the Common Stock in the future, subject to an (1) EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, and (2) relative total shareholder return (“TSR”) where vesting is dependent upon the Company’s TSR performance over the performance period (typically three years) relative to a comparator group consisting of the Russell 2000 index constituents.
The fair value of each option award issued under the Company’s stock plans is estimated on the date of grant using a Black-Scholes based option-pricing model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The expected term of the options is based on the Company’s historical experience of employees’ exercise behavior. Dividend yields are based on the Company’s historical dividend yields. Risk-free interest rates are
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based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.
Year Ended December 31,
Weighted Average Assumptions:201920182017
Expected Volatility24.0 %26.8 %30.1 %
Expected Term (in years)4.04.44.6
Risk-Free Interest Rate2.5 %2.6 %1.8 %
Dividend Yield0.6 %0.6 %0.5 %
The value of the restricted shares is based on the fair value of the award at the date of grant.
Performance Share expense is measured based on the fair value at the date of grant utilizing a Black-Scholes methodology to produce a Monte-Carlo simulation model which allows for the incorporation of the performance hurdles that must be met before the Performance Share vests. The assumptions used in the fair value determination were risk free interest rates of 2.5%, 2.4%, and 1.5%; dividend yields of 0.5%, 0.5%, and 0.6%; volatilities of 24%, 27%, and 32%; and initial TSR’s of -5.9%, -10.5%, and 8.2% in each case for the years ended December 31, 2019, 2018, and 2017, respectively. Expense is based on the estimated number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved. The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The Performance Shares will cliff vest 100% at the end of the third year following the grant in accordance with the performance metrics set forth.
Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three years for stock options, three to four years for employee restricted stock awards, three years for employee performance share awards, and three to four years for non-employee director restricted stock awards.
A summary of stock option plan activity for 2019, 2018, and 2017 for all plans is as follows:
201920182017
# of
Shares
(000s)
Weighted Average
Exercise Price
# of
Shares
(000s)
Weighted Average
Exercise Price
# of
Shares
(000s)
Weighted Average
Exercise Price
Outstanding at beginning of year887  $61.59  946  $55.44  1,066  $45.32  
Granted197  85.13  148  74.57  222  85.22  
Exercised(112) 43.67  (198) 41.71  (268) 36.36  
Forfeited(17) 80.88  (6) 74.90  (52) 72.29  
Cancelled(4) 70.90  (3) 48.54  (22) 57.48  
Outstanding at end of year951  $68.18  887  $61.59  946  $55.44  
Exercisable at end of year581  $59.29  490  $50.50  493  $41.01  

The aggregate intrinsic value for outstanding stock options was $31,814, $16,192 and $24,714 at December 31, 2019, 2018 and 2017, respectively, with a weighted average remaining contractual term of 6.3 years at December 31, 2019. Exercisable stock options at December 31, 2019 had an aggregate intrinsic value of 24,620 with a weighted average remaining contractual term of 5.0 years.
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Other information pertaining to option activity during the years ended December 31, 2019, 2018 and 2017 is as follows:
 Years Ended December 31,
 201920182017
Weighted-average fair value of options granted$18.51  $18.62  $23.20  
Total intrinsic value of stock options exercised ($000s)$6,135  $10,456  $11,900  
Additional information related to stock options outstanding under all plans at December 31, 2019 is as follows:
  Options OutstandingOptions Exercisable
Range of Exercise
Prices
Shares
Outstanding
(000s)
Weighted
Average
Remaining
Contractual
 Term
Weighted
Average
 Exercise
Price
Number
Exercisable
(000s)
Weighted
Average
Exercise
Price
$29.06 - $50.32
152  2.4 years$37.18  152  $37.18  
$54.87 - $76.89
433  6.3 years64.63  326  61.38  
$80.26 - $102.25
366  8.0 years85.22  103  85.23  
 951  6.3 years$68.18  581  $59.29  
Non-vested restricted stock activity for the years ended December 31, 2019, 2018 and 2017 is summarized below:
201920182017
 Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 79  $72.75  66  $65.66  102  $54.18  
Granted73  85.69  42  77.50  21  83.43  
Vested(8) 58.52  (27) 62.74  (53) 51.39  
Forfeited(6) 84.65  (2) 74.57  (4) 55.45  
Non-vested balance at end of year 138  $80.03  79  $72.75  66  $65.66  

Non-vested performance share activity for the years ended December 31, 2019, 2018 and 2017 is summarized below:
201920182017
 Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 53  $75.61  39  $72.62  34  $61.06  
Granted33  81.79  32  71.27  16  93.85  
Vested(9) 65.54  (15) 58.78      
Forfeited(7) 60.85  (3) 72.55  (11) 69.25  
Non-vested balance at end of year 70  $81.26  53  $75.61  39  $72.62  

As of December 31, 2019, 2018 and 2017, there was $11,643, $8,565 and $7,742, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. As of December 31, 2019, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.5 years. We estimate that share-based compensation expense for the year ended December 31, 2020 will be approximately $8,800.
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REPURCHASE OF COMMON STOCK
The Company has an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 2,431,767 shares have been purchased, of which 203,879 shares and 706 shares remained in treasury at December 31, 2019, and 2018, respectively. During 2019, 2018, and 2017, a total of 240,995, 16,755, and 23,182 shares, respectively, have been purchased at an average cost of $88.47, $83.08, and $82.19 per share, respectively. The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it advisable to do so based on its assessment of corporate cash flow, market conditions and other factors. The Company also repurchases shares from employees in connection with settlement of transactions under the Company’s equity incentive plans.
NOTE 4 - INVENTORIES
Inventories at December 31, 2019 and 2018 consisted of the following:
 20192018
Raw materials$27,439  $23,661  
Work in progress2,102  4,649  
Finished goods54,352  38,877  
Total inventories$83,893  $67,187  
On a regular basis, the Company evaluates its inventory balances for excess quantities and obsolescence by analyzing demand, inventory on hand, sales levels and other information. Based on these evaluations, inventory balances are reserved, if necessary. The reserve for inventory was $4,281 and $2,575 at December 31, 2019 and 2018, respectively.

NOTE 5 - PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, 2019 and 2018 are summarized as follows:
 20192018
Land$11,588  $7,965  
Building79,261  67,702  
Equipment237,898  213,909  
Construction in progress14,594  14,750  
 343,341  304,326  
Less: Accumulated depreciation126,482  113,407  
Property, plant and equipment, net$216,859  $190,919  

Geographic Area Data - Long-Lived Assets (excluding intangible assets):
 20192018
United States$178,895  $167,410  
Foreign Countries37,964  23,509  
Total216,859  190,919  
Depreciation expense was $19,791, $18,998 and $17,121 for the years ended December 31, 2019, 2018 and 2017, respectively.

For the year ended December 31, 2019, we incurred impairment charges of $1,026 in connection with a restructuring in the HNH segment.

NOTE 6 - INTANGIBLE ASSETS
The Company had goodwill in the amount of $523,998 and $447,995 as of December 31, 2019 and 2018 subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily the result of the acquisitions of Chemogas and Zumbro, partially offset by a reduction of goodwill related to an insignificant sale of a portion of the Company's business,
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with the remaining change due to foreign exchange translation adjustments. Refer to Note 2, "Significant Acquisitions and Divestitures," for more information.

As of December 31, 2019 and 2018, the Company had identifiable intangible assets as follows:
20192018
 Amortization
Period
(In years)
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount

Accumulated
Amortization
Customer relationships & lists
10-20
$239,578  $139,863  $192,185  $122,545  
Trademarks & trade names
2-17
43,102  20,477  39,934  16,755  
Developed technology
5-12
20,206  11,008  13,338  8,604  
Other
3-18
20,962  8,576  18,333  6,481  
  $323,848  $179,924  $263,790  $154,385  

Amortization of identifiable intangible assets was $25,789, $24,988 and $26,784 for 2019, 2018 and 2017, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, the estimated amortization expense is approximately $27,020 in 2020, $23,246 in 2021, $21,327 in 2022, $18,710 in 2023, and $9,759 in 2024. At December 31, 2019 and 2018, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350, “Intangibles-Goodwill and Other.” Identifiable intangible assets are reflected in the Company’s consolidated balance sheets under Intangible assets with finite lives, net. There were no changes to the useful lives of intangible assets subject to amortization in 2019 and 2018.

The Federal Insecticide, Fungicide and Rodenticide Act, (“FIFRA”), a health and safety statute, requires that certain products within our specialty products segment must be registered with the U.S. Environmental Protection Agency (the "EPA") because they are considered pesticides. Costs of such registrations are included as other in the table above.

NOTE 7 – EQUITY-METHOD INVESTMENT
In 2013, the Company and Eastman Chemical Company (formerly Taminco Corporation) formed a joint venture (66.66% / 33.34% ownership), St. Gabriel CC Company, LLC, to design, develop, and construct an expansion of the Company’s St. Gabriel aqueous choline chloride plant.  The Company contributed the St. Gabriel plant, at cost, and all continued expansion and improvements are funded by the owners. The joint venture became operational as of July 1, 2016. St. Gabriel CC Company, LLC is a Variable Interest Entity (VIE) because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support. Additionally, voting rights (2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture. The Company will receive up to 2/3 of the production offtake capacity and absorbs operating expenses approximately proportional to the actual percentage of offtake. The joint venture is accounted for under the equity method of accounting since the Company is not the primary beneficiary as the Company does not have the power to direct the activities of the joint venture that most significantly impact its economic performance. The Company recognized a loss of $388, $569, and $546 for the years ended December 31, 2019, 2018, and 2017, respectively, relating to its portion of the joint venture’s expenses in other expense. The carrying value of the joint venture at December 31, 2019 and 2018 is $4,513 and $4,902, respectively, and is recorded in other assets.

NOTE 8 – REVOLVING LOAN

On June 27, 2018, the Company and a bank syndicate entered into the Credit Agreement, which replaced the existing credit facility that had provided for a senior secured term loan of $350,000 and a revolving loan of $100,000.  The Credit Agreement, which expires on June 27, 2023, provides for revolving loans up to $500,000 (collectively referred to as the “loans”).  The loans may be used for working capital, letters of credit, and other corporate purposes and may be drawn upon at the Company’s discretion.  The initial proceeds from the Credit Agreement were used to repay the outstanding balance of $210,750 on its senior secured term loan, which was due May 2019. On May 23, 2019, the Company drew down $108,569 to fund the Chemogas acquisition (see Note 2, "Significant Acquisitions and Divestitures"). In connection with these additional borrowings, the Company entered into an interest rate swap to protect against adverse fluctuations in interest rates (see Note 20, "Derivative Instruments and Hedging Activities"). In third quarter of 2019, the Company drew down an additional $15,000 to fund stock repurchases (see Note 3, "Stockholders' Equity). On December 13, 2019, the Company drew down $45,000 to fund the Zumbro acquisition (see Note 2, "Significant Acquisitions and Divestitures"). As of December 31, 2019, the total balance outstanding on the Credit Agreement amounted to $248,569. There are no installment payments required on the revolving loans; they may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date. 

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Amounts outstanding under the Credit Agreement are subject to an interest rate equal to a fluctuating rate as defined by the Credit Agreement plus an applicable rate.  The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the Credit Agreement, and the interest rate was 2.917% at December 31, 2019.  The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the Credit Agreement and ranges from 0.15% to 0.275% (0.175% at December 31, 2019).  The unused portion of the revolving loan amounted to $251,431 at December 31, 2019.  The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.

Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the Credit Agreement.  Costs associated with the issuance of the extinguished debt instrument were capitalized and amortized over the term of the respective financing arrangement using the effective interest method. Capitalized costs net of accumulated amortization totaled $986 and $1,268 at December 31, 2019 and 2018, respectively, and are included in other assets on the consolidated balance sheets. Amortization expense pertaining to these costs totaled $282, $680, and $474 for the years ended December 31, 2019, 2018 and 2017, respectively, and is included in interest expense in the accompanying consolidated statements of earnings. In 2018, such interest expense included a write off $363 of deferred financing costs in connection with the extinguished debt in the second quarter of 2018.

The Credit Agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio.  At December 31, 2019, the Company was in compliance with these covenants.  Indebtedness under the Company’s loan agreements are secured by assets of the Company.

NOTE 9 - NET EARNINGS PER COMMON SHARE
The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per common share:
Year Ended December 31,
201920182017
Net Earnings - Basic and Diluted$79,671  $78,573  $90,071  
Share (000s)
Weighted Average Common Shares - Basic32,136  32,093  31,839  
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares369  352  391  
Weighted Average Common Shares - Diluted32,505  32,445  32,230  
Net Earnings Per Share - Basic$2.48  $2.45  $2.83  
Net Earnings Per Share - Diluted$2.45  $2.42  $2.79  
The Company had 12,250, 188,470, and 199,010 stock options outstanding at December 31, 2019, 2018 and 2017, respectively that could potentially dilute basic earnings per share in future periods that were not included in diluted earnings per share because their effect on the period presented was anti-dilutive.
The Company has some share-based payment awards that have non-forfeitable dividend rights. These awards are restricted shares and they participate on a one-for-one basis with holders of Common Stock. These awards have an immaterial impact as participating securities with regard to the calculation using the two-class method for determining earnings per share.

NOTE 10 - INCOME TAXES

The Company’s effective tax rate for 2019, 2018 and 2017 was 17.4%, 20.7%, and (1.8)%, respectively. The decrease from 2018 to 2019 is primarily due to lower international taxes related to the Patent Box Decree as described below, and certain lower U.S. state taxes, partially offset by a reduction in foreign tax credits.

Italy introduced an elective tax regime (“Patent Box Decree”) that allows companies to benefit from a fifty percent exemption from corporate income tax and local tax on income derived from the direct/indirect use of qualifying intellectual property. During 2019, Balchem Italia received the required ad hoc advance tax ruling. The benefit of the Patent Box Decree had a significant beneficial impact on the Company’s effective tax rate for 2019.

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Additionally, proposed and final guidance were issued by the U.S. Department of Treasury related to foreign tax credits under the U.S. Tax Cuts and Jobs Act ("U.S. Tax Reform"), which was enacted on December 22, 2017. The Company will continue to evaluate and analyze the impact of the U.S. Tax Reform and the additional guidance that has been issued, and may be issued, by the U.S. Department of Treasury, the SEC, and/or the FASB regarding this act.

The Company has analyzed any potential Base Erosion and Anti-Abuse Tax (“BEAT”) on related-party transactions and determined they met the gross receipts test but did not meet the level of base erosion payments that would subject them to BEAT in 2019.
Income tax expense consists of the following:
 201920182017
Current:   
Federal$17,757  $18,296  $20,102  
Foreign1,609  4,060  3,015  
State818  3,880  2,790  
Deemed Repatriation  (970) 1,389  
Deferred:
Federal(3,707) (3,788) (1,302) 
Foreign67  (69) 62  
State263  (952) (384) 
Federal Rate Change    (27,255) 
Total income tax provision$16,807  $20,457  $(1,583) 
The provision for income taxes differs from the amount computed by applying the Federal statutory rate of 21% for 2019, 21% for 2018 and 35% for 2017 to earnings before income tax expense due to the following:
 201920182017
Income tax at Federal statutory rate$20,260  $20,796  30,971  
State income taxes, net of Federal income taxes(244) 2,742  708  
Federal Rate Change    (27,255) 
Stock Options(222) (1,293) (2,927) 
GILTI 2,507  1,027    
FDII(1,922)     
Deemed Repatriation  (970) 1,389  
Patent Box Decree (related to prior years)(1,948)     
Foreign Tax Credits(1,125) (1,136)   
Domestic production activities deduction    (2,382) 
Other(499) (709) (2,087) 
Total income tax provision$16,807  $20,457  $(1,583) 
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The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2019 and 2018 were as follows:
 20192018
Deferred tax assets:  
Inventories$1,844  $1,260  
Restricted stock and stock options4,097  3,567  
Lease liabilities1,456    
Currency and interest rate swap442    
Other3,935  2,885  
Total deferred tax assets11,774  7,712  
Deferred tax liabilities:
Amortization$28,589  $27,080  
Depreciation37,075  23,837  
Prepaid expenses465    
Right of use assets1,461    
Other584  1,104  
Total deferred tax liabilities68,174  52,021  
Valuation allowance31    
Net deferred tax liability$56,431  $44,309  

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not the Company will not realize the benefits of these deductible differences. The amount of deferred tax asset realizable, however, could change if management’s estimate of future taxable income should change.

As of December 31, 2019, the Company has federal and state income tax net operating loss (NOL) carryforwards of $7,078, which will expire in 2034 and are expected to be realized. However, the Company also acquired an insignificant amount of NOL carryforwards with the acquisition of Chemogas. These NOLs are not expected to be realized and therefore a valuation allowance on these items was established as of December 31, 2019. There was no valuation allowance for deferred tax assets as of December 31, 2018.

The Company considers the undistributed earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside of the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and specific plans for reinvestment of those subsidiary earnings. The Company projects that foreign earnings will be utilized offshore for working capital and future foreign growth. The determination of the unrecognized deferred tax liability on those undistributed earnings is not practicable due to the Company's legal entity structure and the complexity of U.S. and local country tax laws. If Balchem decides to repatriate the undistributed foreign earnings, the income tax effects will need to be recognized in the period the Company changes its assertion on indefinite reinvestment.
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Provisions of ASC 740-10 clarify whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. A reconciliation of the beginning and ending amount of unrecognized tax benefits, which is included in other long-term obligations on the Company’s consolidated balance sheets, is as follows:
 201920182017
Balance at beginning of period$5,709  $4,781  $6,637  
Increases for tax positions of prior years431  1,366  393  
Decreases for tax positions of prior years(1,978) (1,185) (2,711) 
Increases for tax positions related to current year600  747  462  
Balance at end of period$4,762  $5,709  $4,781  
All of Balchem's unrecognized tax benefits, if recognized in future periods, would impact the Company's effective tax rate in such future periods.
The Company recognizes both interest and penalties as part of the income tax provision. During the years ended December 31, 2019, 2018 and 2017, these amounted to approximately $132, $207 and $94, respectively. As of December 31, 2019 and 2018, accrued interest and penalties were $1,612 and $1,839, respectively.
Balchem files income tax returns in the U.S. and in various states and foreign countries. In the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2015 and management does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.

NOTE 11 - SEGMENT INFORMATION
HNH
The HNH segment provides human grade choline nutrients and mineral amino acid chelated products through this segment for nutrition and wellness applications. Choline is recognized to play a key role in the development and structural integrity of brain cell membranes in infants, processing dietary fat, reproductive development and neural functions, such as memory and muscle function. The Company's mineral amino acid chelates, specialized mineral salts, and mineral complexes are used as raw materials for inclusion in premier human nutrition products. Proprietary technology has been combined to create an organic molecule in a form the body can readily assimilate. Sales growth for human nutrition applications is reliant on differentiation from lower-cost competitive products through scientific data, intellectual property and customers' appreciation of brand value. Consequently, the Company makes investments in such activities for long-term value differentiation. This segment also serves the food and beverage industry for beverage, bakery, dairy, confectionary, and savory manufacturers. The Company partners with its customers from ideation through commercialization to bring on-trend beverages, baked goods, confections, dairy and meat products to market. The Company has expertise in trends analysis and product development. When combined with its strong manufacturing capabilities in customized spray dried and emulsified powders, extrusion and agglomeration, blended lipid systems, liquid flavor delivery systems, juice and dairy bases, chocolate systems, as well as ice cream bases and variegates, the Company is a one-stop solutions provider for beverage and dairy product development needs. Additionally, this segment provides microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf-life. Major product applications are baked goods, refrigerated and frozen dough systems, processed meats, seasoning blends, confections, sports and protein bars, dietary plans, and nutritional supplements. The Company also creates cereal systems for ready-to-eat cereals, grain-based snacks, and cereal based ingredients.

ANH

The Company’s ANH segment provides nutritional products derived from its microencapsulation and chelation technologies in addition to basic choline chloride. For ruminant animals, the Company’s microencapsulated products boost health and milk production, delivering nutrient supplements that are biologically available, providing required nutritional levels. The Company’s proprietary chelation technology provides enhanced nutrient absorption for various species of production and companion animals and is marketed for use in animal feed throughout the world. ANH also manufactures and supplies choline chloride, an essential nutrient for monogastric animal health, predominantly to the poultry, pet and swine industries. Choline, which is manufactured and sold in both dry and aqueous forms, plays a vital role in the metabolism of fat. In poultry, choline deficiency can result in reduced growth rates and perosis in young birds, while in swine production choline is a necessary and required component of gestating and lactating sow diets for both liver health and prevention of leg deformity.

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

Specialty Products

Ethylene oxide, at the 100% level and blended with carbon dioxide, 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 and blends are distributed worldwide in specially designed, reusable and recyclable drum and cylinder packaging, to assure compliance with safety, quality and environmental standards as outlined by the applicable regulatory agencies in the countries our products are shipped to. The Company’s inventory of these specially built drums and cylinders, along with its five filling facilities, represents a significant capital investment. Contract sterilizers and medical device manufacturers are principal customers for this product. The Company also sells single use canisters with 100% ethylene oxide for use in sterilizing re-usable devices typically processed in autoclave units in hospitals. As a fumigant, ethylene oxide blends are highly effective in killing bacteria, fungi, and insects in spices and other seasoning materials.
The Company also distributes a number of other gases for various uses, most notably propylene oxide and ammonia. Propylene oxide is marketed and sold in the U.S. as a fumigant to aid in the control of insects and microbiological spoilage; and to reduce bacterial and mold contamination in certain shell and processed nut meats, processed spices, cacao beans, cocoa powder, raisins, figs and prunes. The Company distributes its propylene oxide product in the U.S. primarily in recyclable, single-walled, carbon steel cylinders according to standards outlined by the EPA and the DOT. Propylene oxide is also sold worldwide to customers in approved reusable and recyclable drum and cylinder packaging for various chemical synthesis applications, such as increasing paint durability and manufacturing specialty starches and textile coatings. Ammonia is used primarily as a refrigerant, and also for heat treatment of metals and various chemical synthesis applications, and is distributed in reusable and recyclable drum and cylinder drum and cylinder packaging approved for use in the countries these products are shipped to. The Company's inventory of cylinders for these products also represents a significant capital investment.

The Company’s micronutrient agricultural nutrition business sells chelated minerals primarily into high value crops. The Company has a unique and patented two-step approach to solving mineral deficiency in plants to optimize health, yield and shelf-life.  First, the Company determines optimal mineral balance for plant health. The Company then has a foliar applied Metalosate product range, utilizing patented amino acid chelate technology. Its products quickly and efficiently deliver mineral nutrients. As a result, the farmer/grower gets healthier crops that are more resistant to disease and pests, larger yields and healthier food for the consumer with extended shelf life for produce being shipped long distances.

Industrial Products

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

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The segment information is summarized as follows:

Business Segment Assets
 20192018
HNH$739,030  $702,692  
ANH142,247  136,810  
Specialty Products184,487  59,558  
Industrial Products16,176  22,822  
Other Unallocated (1)
73,742  59,473  
Total$1,155,682  $981,355  

Business Segment Net Sales
 201920182017
HNH$347,433  $341,237  $315,796  
ANH177,557  175,693  157,688  
Specialty Products92,257  75,808  73,355  
Industrial Products26,458  50,941  47,951  
Total$643,705  $643,679  $594,790  

Business Segment Earnings Before Income Taxes

201920182017
HNH$48,429  $48,037  $43,747  
ANH25,868  26,607  22,255  
Specialty Products28,513  25,254  24,908  
Industrial Products3,730  8,988  6,402  
Transaction and integration costs, ERP implementation costs, and unallocated legal fees (2)
(3,436) (1,786) (2,496) 
Unallocated amortization expense (3)
(551)     
Indemnification Settlement (4)
    2,087  
Interest and other expense(6,075) (8,070) (8,415) 
Total$96,478  $99,030  $88,488  


Depreciation/Amortization
 201920182017
HNH$30,558  $33,594  $33,384  
ANH6,552  5,606  5,618  
Specialty Products7,401  4,092  4,097  
Industrial Products518  694  806  
Unallocated amortization expense (3)
551      
Amortization expense related to deferred financing cost (5)
282  680  474  
Total$45,862  $44,666  $44,379  

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Capital Expenditures
 201920182017
HNH$18,159  $8,881  $20,580  
ANH3,921  6,021  4,424  
Specialty Products3,003  2,356  1,306  
Industrial Products707  1,912  1,216  
Total$25,790  $19,170  $27,526  


(1) Other unallocated assets consist of certain cash, capitalized loan issuance costs, other assets, investments, and deferred income taxes, which the Company does not allocate to its individual business segments.
(2) Transaction and integration costs and unallocated legal fees for the years ended December 31, 2019, 2018, and 2017, were primarily related to acquisitions. ERP implementation costs for the years ended December 31, 2019 and 2018 were related to a project in connection with a company-wide ERP system implementation.
(3) Unallocated amortization expense for year ended December 31, 2019 was related to amortization of an intangible asset in connection with a company-wide ERP system implementation.
(4) Indemnification settlement was related to a favorable settlement the Company received relating to the SensoryEffects acquisition.
(5) Amortization expense related to capitalized loan issuance costs was included in interest and other (expense) in Company's consolidated statement of earnings.

NOTE 12 - REVENUE
Revenue Recognition

Revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration we expect to realize in exchange for those goods.

The following table presents revenues disaggregated by revenue source (in thousands). Sales and usage-based taxes are excluded from revenues.
 201920182017
Product Sales609,741  607,879  564,027  
Co-manufacturing24,087  24,259  19,696  
Bill and Hold3,218  4,612  4,094  
Consignment2,299  2,442  2,333  
Product Sales Revenue639,345  639,192  590,150  
Royalty Revenue4,360  4,487  4,640  
Total Revenue$643,705  $643,679  $594,790  

The following table presents revenues disaggregated by geography, based on the billing addresses of customers (in thousands):
 201920182017
United States$475,033  $482,691  $460,599  
Foreign Countries168,672  160,988  134,191  
Total$643,705  $643,679  $594,790  

Product Sales Revenues

The Company’s primary operation is the manufacturing and sale of health and wellness ingredient products, in which the Company receives an order from a customer and fulfills that order. The Company’s product sales are considered point-in-time revenue and consist of four sub-streams: product sales, co-manufacturing, bill and hold, and consignment.

Under the co-manufacturing agreements, the Company is responsible for the manufacture of a finished good where the customer provides the majority of the raw materials.  The Company controls the manufacturing process and the ultimate end-product before
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it is shipped to the customer.  Based on these factors, the Company has determined that it is the principal in these agreements and therefore revenue is recognized in the gross amount of consideration the Company expects to be entitled for the goods provided.

Royalty Revenues

Royalty revenue consists of agreements with customers to use the Company’s intellectual property in exchange for a sales-based royalty. Royalties are considered over time revenue and are recorded in the HNH segment.

Contract Liabilities

The Company records contract liabilities when cash payments are received or due in advance of performance, including amounts which are refundable.

The Company’s payment terms vary by the type and location of customers and the products offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products are delivered to the customer.

Practical Expedients and Exemptions

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling and marketing expenses.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for products shipped.


NOTE 13 - SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
201920182017
Income taxes$21,771  $20,593  $25,845  
Interest$5,674  $6,940  $7,021  
Non-cash financing activities:
 201920182017
Dividends payable$16,855  $15,220  $13,484  

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NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE INCOME
The changes in accumulated other comprehensive income (loss) were as follows:
 Years Ended December 31,
 201920182017
Net foreign currency translation adjustment$(891) $(2,982) $5,404  
Net change of cash flow hedge (see Note 20 for further information)
Unrealized loss on cash flow hedge(1,771)     
Tax372      
Net of tax(1,399)     
Net change in postretirement benefit plan (see Note 15 for further information)
Prior service (credit)/cost and (gain)/loss arising during the period199  522  (49) 
Amortization of prior service credit/(cost)74  74  74  
Amortization of gain/(loss)(46) (8) (15) 
Total before tax227  588  10  
Tax101  434  (207) 
Net of tax328  1,022  (197) 
Total other comprehensive income (loss)$(1,962) $(1,960) $5,207  
Included in "Net foreign currency translation adjustment" was $262 of loss related to a net investment hedge, which included tax of $70 for the year ended December 31, 2019. There was no such activity for the year ended December 31, 2018. See Note 20, "Derivative Instruments and Hedging Activities."

Accumulated other comprehensive income/(loss) at December 31, 2019 consisted of the following:
 Foreign currency
translation
adjustment
Cash flow hedgePostretirement benefit planTotal
Balance December 31, 2018$(4,285) $  $683  (3,602) 
Other comprehensive (loss)/gain(891) (1,399) 328  (1,962) 
Balance December 31, 2019$(5,176) $(1,399) $1,011  (5,564) 

NOTE 15 - EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
During 2019, the Company sponsored two 401(k) savings plans for eligible employees. The plans allow participants to make pretax contributions and the Company matches certain percentages of those pretax contributions. One of the plans has a discretionary profit sharing portion and matches 401(k) contributions with shares of the Company’s Common Stock. All amounts contributed to the plans are deposited into a trust fund administered by independent trustees. The Company provided for profit sharing contributions and matching 401(k) savings plan contributions of $592 and $3,451 in 2019, $825 and $3,153 in 2018, and $395 and $2,594 in 2017, respectively.
Postretirement Medical Plans
The Company provides postretirement benefits in the form of two unfunded postretirement medical plans; one that is under a collective bargaining agreement and covers eligible retired employees of the Verona facility and a plan for those named as executive officers in the Company’s proxy statement. The Company uses a December 31 measurement date for its postretirement
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medical plans. In accordance with ASC 715, “Compensation—Retirement Benefits,” the Company is required to recognize the over funded or underfunded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.
The actuarial recorded liabilities for such unfunded postretirement benefits are as follows:
Change in benefit obligation:
 20192018
Benefit obligation at beginning of year$1,174  $1,573  
Initial adoption of new plan    
Service cost with interest to end of year63  78  
Interest cost39  44  
Participant contributions35  40  
Benefits paid(162) (136) 
Actuarial gain(73) (425) 
Benefit obligation at end of year$1,076  $1,174  
Change in plan assets:
 20192018
Fair value of plan assets at beginning of year$  $  
Employer (reimbursement)/contributions127  96  
Participant contributions35  40  
Benefits paid(162) (136) 
Fair value of plan assets at end of year$  $  
Amounts recognized in consolidated balance sheet:
 20192018
Accumulated postretirement benefit obligation$(1,076) $(1,174) 
Fair value of plan assets    
Funded status(1,076) (1,174) 
Unrecognized prior service costN/A  N/A  
Unrecognized net (gain)/lossN/A  N/A  
Net amount recognized in consolidated balance sheet (after ASC 715) (included in other long-term obligations)$1,076  $1,174  
Accrued postretirement benefit cost (included in other long-term obligations)N/A  N/A  
Components of net periodic benefit cost:
 201920182017
Service cost with interest to end of year$63  $78  $67  
Interest cost39  44  46  
Amortization of prior service credit74  74  74  
Amortization of gain(46) (8) (15) 
Total net periodic benefit cost$130  $188  $172  
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Estimated future employer contributions and benefit payments are as follows:
Year 
2020$79  
202167  
202285  
202376  
202499  
Years 2025-2029444  
Assumed health care cost trend rates have been used in the valuation of postretirement health insurance benefits. The trend rate is 5.99% in 2020 declining to 4.50% in 2038 and thereafter. A one percentage point increase in health care cost trend rates in each year would increase the accumulated postretirement benefit obligation as of December 31, 2019 by $96 and the net periodic postretirement benefit cost for 2019 by $14. A one percentage point decrease in health care cost trend rates in each year would decrease the accumulated postretirement benefit obligation as of December 31, 2019 by $84 and the net periodic postretirement benefit cost for 2019 by $12. The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 2.50% in 2019 and 3.50% in 2018.
Defined Benefit Pension Plans
The Company contributes to one multiemployer defined benefit plan under the terms of a collective-bargaining agreement covering its union-represented employees of the Verona facility. The risks of participation in this multiemployer plan are different from single-employer plans in the following aspects: (a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (c) if the Company chooses to stop participating in its multiemployer plan, the Company will be required to pay that plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
The Company’s participation in this plan for the annual period ended December 31, 2019 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN). The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone or critical and declining zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject. Finally, the period-to-period comparability of the contributions for 2019 and 2018 was affected by a 4.0% increase in the 2019 contribution rate. There have been no other significant changes that affect the comparability of 2019 and 2018 contributions. The Company does not represent more than 5% of the contributions to this pension fund.
Pension
Fund
EIN/Pension
Plan
Number
Pension Plan Protection Act Zone StatusFIP/RP Status
Pending/ Implemented
Contributions of Balchem CorporationSurcharge
Imposed
Expiration Date of Collective-
Bargaining
Agreement
20192018201920182017
Central States,
Southeast and
Southwest Areas
Pension Fund
36-6044243Critical & Declining as of 1/1/19Critical & Declining as of 1/1/18Implemented$676  $614  $594  No7/11/2020

On May 27, 2019, the Company acquired Chemogas, which has an unfunded defined benefit pension plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amount recorded for these obligations on the Company's balance sheet as of December 31, 2019 was $596 and was included in other long-term obligations.
Deferred Compensation Plan
On June 1, 2018, the Company established an unfunded, non-qualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust, which are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability as of
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December 31, 2019 and 2018 were $1,982, $265, respectively and were included in other long-term obligations on the Company's balance sheet.

NOTE 16 - COMMITMENTS AND CONTINGENCIES
In 2018, the Company entered into a two (2) year lease extension for approximately 20,000 square feet of office space, which serves as the Company’s corporate headquarters and as a laboratory facility. During 2018, the Company also entered into a two year and three month lease for 7,952 square feet of additional office space, which serves as an expansion of the corporate headquarters. The Company did not enter into any significant leases in 2019. The Company leases various office, warehousing, and production space under non-cancelable operating leases, which expire at various times through 2067. The Company also leases most of its vehicles and office equipment under non-cancelable operating leases, which expire at various times through 2025. Rent expense charged to operations under such lease agreements for 2019, 2018 and 2017 aggregated approximately $3,181, $3,917 and $3,417, respectively.
Aggregate future minimum rental payments required under non-cancelable operating leases at December 31, 2019 are as follows:
Year     
2020$3,214  
20212,243  
20221,695  
20231,259  
20241,051  
Thereafter  3,602  
Total minimum lease payments  $13,064  

The Company’s Verona, Missouri facility, while held by a prior owner, was designated by the EPA as a Superfund site and placed on the National Priorities List in 1983, because of dioxin contamination on portions of the site. Remediation was conducted by the prior owner under the oversight of the EPA and the Missouri Department of Natural Resources (“MDNR”). While the Company must maintain the integrity of the capped areas in the remediation areas on the site, the prior owner is responsible for completion of any further Superfund remedy. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site.

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


NOTE 17 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2019 and 2018 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio.  The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments. Cash and cash equivalents at December 31, 2019 and 2018 included $808 and $793 in money market funds, respectively.
Non-current assets at December 31, 2019 and December 31, 2018 included $1,982 and $265, respectively, of rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, “Fair Value Measurement.”
The Company also has derivative financial instruments, consisting of a cross-currency swap and an interest rate swap, which are included in derivative assets or derivative liabilities, in the consolidated balance sheets (see Note 20, "Derivative Instruments and
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Hedging Activities"). The fair values of these derivative instruments are determined based on Level 2 inputs, using significant inputs that are observable either directly or indirectly, including interest rate curves and implied volatilities.


NOTE 18 – RELATED PARTY TRANSACTIONS

The Company provides services on a contractual agreement to St. Gabriel CC Company, LLC. These services include accounting, information technology, quality control, and purchasing services, as well as operation of the St. Gabriel CC Company, LLC plant. The Company also sells raw materials to St. Gabriel CC Company, LLC. These raw materials are used in the production of finished goods that are, in turn, sold by Saint Gabriel CC Company, LLC to the Company for resale to unrelated parties.  As such, the sale of these raw materials to St. Gabriel CC Company, LLC in this scenario lacks economic substance and therefore the Company does not include them in net sales within the consolidated statements of earnings.

The services the Company provided amounted to $3,883, $3,694, and $3,445, respectively, for the years ended December 31, 2019, 2018, and 2017. The raw materials purchased and subsequently sold amounted to $24,786, $31,107, and $23,459, respectively, for the years ended December 31, 2019, 2018, and 2017. These services and raw materials are primarily recorded in cost of goods sold net of the finished goods received from St. Gabriel CC Company, LLC of $18,598, $22,540, and $20,827, respectively for the years ended December 31, 2019, 2018, and 2017. At December 31, 2019 and 2018, the Company had receivables of $4,840 and $3,210, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold and payables of $3,230 and $1,943, respectively, for finished goods received recorded in accrued expenses. The Company had payables in the amount of $366 and $314 related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accrued expenses as of December 31, 2019 and 2018, respectively.

NOTE 19 – LEASES

The Company has both real estate leases and equipment leases. The main types of equipment leases include forklifts, trailers, printers and copiers, railcars, and trucks. All leases are categorized as operating leases. As a result of electing the practical expedient within ASU 2016-02, variable lease payments are combined and recognized on the balance sheet in the event that those charges and any related increases are explicitly stated in the lease. Such payments include common area maintenance charges, property taxes, and insurance charges and are recorded in the ROU asset and corresponding liability when the payments are stated in the lease with (a) fixed or in-substance fixed amounts, or (b) a variable payment based on an index or rate. Due to the acquisitive nature of the Company and the potential for synergies upon integration of acquired entities, the Company determined that the reasonably certain criterion could not be met for any renewal periods beginning two years beyond the implementation date, which is January 1, 2019. In addition, the Company has historically not been exercising purchase options with equipment leases as it does not make economic sense to buy the equipment. Instead, the Company has historically replaced the equipment with a new lease. Therefore, the Company determined that the reasonably certain criterion could not be met as it relates to purchase options. The Company has no residual value guarantees in lease transactions.

The Company did not identify any embedded leases. As indicated above, the Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the consolidated balance sheet. Management determined that since the Company has a centralized treasury function, the parent company would either fund or guarantee a subsidiary's loan for borrowing over a similar term. As such, the Company's management determined it is appropriate to utilize a corporate based borrowing rate for all locations. The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio. The Company's borrowing history shows that interest rates of a term loan or a line of credit depend on the duration of the loan rather than the nature of the assets purchased by those funds. Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms. Based on the Company's risk rating, the company applied the following discount rates upon implementation: (1) 1-2 years, 3.45% (2) 3-4 years, 4.04% (3) 5-9 years, 4.38% and (4) 10+ years, 5.10%.

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For the year ended December 31, 2019, the Company's total lease cost was as follows, which included both amounts recognized in profits or losses during the period and amounts capitalized on the balance sheet, and the cash flows arising from lease transactions:

Year ended December 31, 2019  
Lease Cost  
Operating lease cost  $3,181  
Other information  
(Gains) and losses on sale and leaseback transactions, net   
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flow from operating leases  3,216  
Right-of-use assets obtained in exchange for new operating lease liabilities  10,173  
Weighted-average remaining lease term - operating leases  4.93 years
Weighted-average discount rate - operating  4.6 %

NOTE 20 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In May 2019, the Company entered into an interest rate swap with the Swap Counterparty and a cross-currency swap with the Bank Counterparty. The Company's primary objective for holding derivative financial instruments is to manage interest rate risk and foreign currency risk.

On May 28, 2019, the Company entered into a pay-fixed (2.05%), receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023. The Company's risk management objective and strategy with respect to the interest rate swap is to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. The Company is meeting its objective since changes in the cash flows of the interest rate swap are expected to exactly offset the changes in the cash flows attributable to fluctuations in the contractually specified interest rate on the interest payments associated with the Credit Agreement. The net interest income related to the interest rate swap contract was $40 for the year ended December 31, 2019, which was recorded in the consolidated statements of operations under interest expense, net.
At the same time, the Company also entered into a pay-fixed (0.00%), receive-fixed (2.05%) cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas. The derivative has a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023. The interest income related to the cross-currency swap contract was $1,317 for the year ended December 31, 2019, which was recorded in the consolidated statements of operations under interest expense, net.

The derivative instruments are with a single counterparty and are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. As such, the derivative instruments are categorized as a master netting arrangement and presented as a net derivative asset or derivative liability on the consolidated balance sheet.
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As of December 31, 2019, the fair value of derivative instruments are shown as follows in the Company's consolidated balance sheet:

Balance Sheet LocationDecember 31, 2019
Derivative liabilities:
Interest rate swapDerivative liabilities$1,771  
Cross-currency swapDerivative liabilities332  
$2,103  

On a quarterly basis, the Company assesses whether the hedging relationship related to the interest rate swap is highly effective at achieving offsetting changes in cash flow attributable to the risk being hedged based on the following factors: (1) the key features and terms as enumerated above for the interest rate swap and hedged transactions match during the period (2) it is probable that the Swap Counterparty will not default on its obligations under the swap, and (3) the Company performs a qualitative review each quarter to assess whether the relationship qualifies for hedge accounting.

In addition, on a quarterly basis the Company assesses whether the hedging relationship related to the cross-currency swap is highly effective based on the following evaluations: (1) the Company will always have a sufficient amount of non-functional currency (EUR) net investment balance to at least meet the cross-currency notional until the maturity date of the hedge (2) it is probable that the Swap Counterparty will not default on its obligations under the swap, and (3) the Company performs a qualitative review each quarter to assess whether the relationship qualifies for hedge accounting.
If any mismatches arise for either the interest rate swap or cross-currency swap, the Company will perform a regression analysis to determine if the hedged transaction is highly effective. If determined not to be highly effective, the Company will discontinue hedge accounting.

As of December 31, 2019, the Company assessed the hedging relationships for the interest rate swap and cross-currency swap and determined them to be highly effective. As such, the net change in fair values of the derivative instruments was recorded in accumulated other comprehensive income.

Losses and gains on our hedging instruments are recognized in accumulated other comprehensive income (loss) and categorized as follows for the year ended December 31, 2019:

Location within Statements of Comprehensive IncomeYear ended December 31, 2019
Cash flow hedge (interest rate swap), net of taxUnrealized loss on cash flow hedge, net$(1,399) 
Net investment hedge (cross-currency swap), net of taxNet foreign currency translation adjustment(262) 
$(1,661) 

There was no hedging activity for the year ended December 31, 2018.

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NOTE 21 - QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(In thousands, except per share data)
   20192018
   First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Net sales  $157,029  $161,554  $158,595  $166,527  $161,410  $163,687  $155,043  $163,539  
Gross profit  49,095  53,918  54,008  54,346  51,459  53,466  48,002  51,325  
Earnings before income taxes  24,793  24,881  24,436  22,368  25,177  25,061  23,529  25,263  
Net earnings  18,783  19,829  20,676  20,383  19,346  19,679  19,214  20,334  
Basic net earnings per common share  $.58  $.62  $.64  $.64  $.60  $.61  $.60  $.63  
Diluted net earnings per common share  $.58  $.61  $.64  $.63  $.60  $.61  $.59  $.63  

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BALCHEM CORPORATION
Valuation and Qualifying Accounts
Years Ended December 31, 2019, 2018 and 2017
(In thousands)

Allowance
for Doubtful Accounts
Inventory
Reserve
Balance - December 31, 2016$489  $2,546  
Additions charged (credited) to costs and expenses126  538  
Adjustments/deductions (a)
(184) (769) 
Balance - December 31, 2017431  2,315  
Additions charged (credited) to costs and expenses43  898  
Adjustments/deductions (a)
136  (638) 
Balance - December 31, 2018610  2,575  
Additions charged (credited) to costs and expenses1,776  7,069  
Adjustments/deductions (a)
(306) (5,363) 
Balance - December 31, 2019$2,080  $4,281  
(a) Represents write-offs and other adjustments



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Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2019. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our principal executive and principal financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles.

Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; provide reasonable assurances that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of our management and our directors; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements. 

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our Company have been detected. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Management does not expect that our disclosure controls and procedures or its internal control over financial reporting will prevent or detect all errors and all fraud.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

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We completed the Zumbro and Chemogas acquisitions in 2019. Management’s assessment of and conclusion on the effectiveness of our internal control over financial reporting excludes the internal controls over financial reporting of Chemogas and Zumbro. The acquisitions contributed approximately 3% of our net sales for the year ended December 31, 2019, and accounted for approximately 15% of our assets as of December 31, 2019. Registrants are permitted to exclude acquisitions from their assessment of internal controls over financial reporting during the first year if, among other circumstances and factors, there is not adequate time between the consummation date of the acquisition and the assessment date for assessing internal controls. Management is in the process of implementing internal control procedures for these subsidiaries.

As of December 31, 2019, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the 2013 Internal Control-Integrated Framework (New Framework) to conduct an assessment of the effectiveness of our internal control over financial reporting. Based on this assessment, management has determined that our internal control over financial reporting was effective as of December 31, 2019.
Attestation Report of Registered Public Accounting Firm
The independent registered public accounting firm of RSM US LLP has issued an attestation report on our internal control over financial reporting, which is included herein.
Changes in Internal Control Over Financial Reporting
There has been no significant change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information
None.

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PART III

Item 10.  Directors, Executive Officers of the Registrant, and Corporate Governance.

(a) Directors of the Company.

The required information is to be set forth in our Proxy Statement for the 2020 Annual Meeting of Stockholders (the “2020 Proxy Statement”) under the captions “Nominees for Election as Director" and "Directors Not Standing for Election", which information is hereby incorporated herein by reference.

(b) Executive Officers of the Company.

The required information is to be set forth in the 2020 Proxy Statement under the captions "Nominees for Election as Director" (as to Theodore L. Harris, the Company's President and Chief Executive Officer) and "Executive Officers" (as to the Company's other executive officers), which information is hereby incorporated herein by reference.

(c) Section 16(a) Beneficial Ownership Reporting Compliance.

The required information is to be set forth in the 2020 Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance,” which information is hereby incorporated herein by reference.

(d) Code of Ethics.

The required information is to be set forth in the 2020 Proxy Statement under the caption “Code of Business Conduct and Ethics,” which information is hereby incorporated herein by reference. Our Code of Ethics for Senior Financial Officers is available on the Corporate Governance page in the Investor Relations section of our website, www.balchem.com.

(e) Corporate Governance.

The required information is to be set forth in the 2020 Proxy Statement under the captions “Nomination of Directors,” and “Committees of the Board of Directors,” which information is hereby incorporated herein by reference.

Item 11.  Executive Compensation.

The information required by this Item is to be set forth in the 2020 Proxy Statement under the captions “Executive Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation,” which information is hereby incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this Item is to be set forth in the 2020 Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and of Management” and the caption “Equity Compensation Plan Information,” all of which information is hereby incorporated herein by reference.

Item 13.  Certain Relationships and Related Transactions and Director Independence.

The information required by this Item is to be set forth in the 2020 Proxy Statement under the caption “Related Party Transactions,” and “Director Independence,” which information is hereby incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services.

The information required by this Item is to be set forth in the 2020 Proxy Statement under the caption “Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm,” which information is hereby incorporated herein by reference.

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PART IV

Item 15.  Exhibits and Financial Statement Schedules.
The following documents are filed as part of this Form 10-K:
1.Financial StatementsPage Number
 
 
 
 
 
2.Financial Statement Schedules
 
3.Exhibits
3.1
  
3.2
  
3.3
  
3.4
10.1
10.2
  
10.3
65

Table of Contents
10.4
  
10.5
10.6
10.7
 
10.8
10.9
10.10
10.11
 
21
 
23.1
 
31.1
 
31.2
 
32.1
 
32.2
 
101.INSXBRL Instance Document
 
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101.SCHXBRL Taxonomy Extension Schema Document
 
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
 
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
 
101.LABXBRL Taxonomy Extension Label Linkbase Document
 
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Each of the Exhibits noted by an asterisk is a management compensatory plan or arrangement.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: February 21, 2020BALCHEM CORPORATION
 By:/s/ Theodore L. Harris
 Theodore L. Harris, President and
 Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Theodore L. Harris 
Theodore L. Harris, President and
Chief Executive Officer (Chairman)
Date: February 21, 2020
  
/s/ Martin Bengtsson
Martin Bengtsson, Chief Financial Officer
and Treasurer (Principal Financial Officer)
Date: February 21, 2020
/s/ William A. Backus 
William A. Backus, Chief Accounting Officer
(Principal Accounting Officer)
Date: February 21, 2020
  
/s/ Paul D. Coombs 
Paul D. Coombs, Director
Date: February 21, 2020
  
/s/ David B. Fischer 
David B. Fischer, Director
Date: February 21, 2020
  
/s/ Daniel E. Knutson 
Daniel E. Knutson, Director
Date: February 21, 2020
/s/ Joyce Lee
Joyce Lee, Director
Date: February 21, 2020
  
/s/ Perry W. Premdas 
Perry W. Premdas, Director
Date: February 21, 2020
  
/s/ Dr. John Televantos 
Dr. John Televantos, Director
Date: February 21, 2020
  
/s/ Matthew Wineinger 
Matthew Wineinger, Director
Date: February 21, 2020

68
Document

Exhibit 21

LIST OF SUBSIDIARIES 
Subsidiaries of the RegistrantJurisdiction of Organization
  
BCP Ingredients, Inc.Delaware
  
Balchem BVNetherlands
  
Balchem Italia SrlItaly
Balchem Ltd.Canada
  
Aberco, Inc.Maryland
  
SensoryEffects, Inc.Delaware
  
SensoryEffects Cereal Systems, Inc.Delaware
  
Albion Laboratories, Inc.Nevada
  
Chemogas Holdings NVBelgium
Chemogas NVBelgium
Stereo Sdn BhdMalaysia
Stereo Pte Ltd.Singapore
Stereo Pty Ltd.Australia
Stereo Gas Philippines Inc.Philippines
Zumbro River Brands, Inc.Minnesota
 




Document

Exhibit 23.1
Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statements (Nos. 333-219722, 333-155655, and 333-118291) on Form S-8 of Balchem Corporation and Subsidiaries of our report dated February 21, 2020, relating to the consolidated financial statements, the financial statement schedule and the effectiveness of internal control over financial reporting of Balchem Corporation and Subsidiaries, appearing in this Annual Report on Form 10-K of Balchem Corporation and Subsidiaries for the year ended December 31, 2019.

/s/ RSM US LLP 

New York, New York
February 21, 2020



Document

Exhibit 31.1 
CERTIFICATIONS 
I, Theodore L. Harris, certify that:

1.I have reviewed this annual report on Form 10-K of Balchem Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 21, 2020/s/ Theodore L. Harris
 Theodore L. Harris
 President and Chief Executive Officer
 (Principal Executive Officer)
 


Document

Exhibit 31.2 

CERTIFICATIONS 

I, Martin Bengtsson, certify that:

1.I have reviewed this annual report on Form 10-K of Balchem Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 21, 2020/s/ Martin Bengtsson
 Martin Bengtsson
 Chief Financial Officer and Treasurer
 (Principal Financial Officer)
 


Document

Exhibit 32.1

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

In connection with the Annual Report of Balchem Corporation (the “Company”) on Form 10-K for the period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Theodore L. Harris, President, and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

 /s/ Theodore L. Harris
 Theodore L. Harris
 President and
 Chief Executive Officer
 (Principal Executive Officer)
 February 21, 2020

This certification accompanies the above-described Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.


Document

Exhibit 32.2

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

In connection with the Annual Report of Balchem Corporation (the "Company") on Form 10-K for the period ended December 31, 2019 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Martin Bengtsson, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

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

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

 /s/ Martin Bengtsson
 Martin Bengtsson
 Chief Financial Officer and Treasurer
 (Principal Financial Officer)
 February 21, 2020

This certification accompanies the above-described Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 


v3.19.3.a.u2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
12 Months Ended
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In May 2019, the Company entered into an interest rate swap with the Swap Counterparty and a cross-currency swap with the Bank Counterparty. The Company's primary objective for holding derivative financial instruments is to manage interest rate risk and foreign currency risk.

On May 28, 2019, the Company entered into a pay-fixed (2.05%), receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023. The Company's risk management objective and strategy with respect to the interest rate swap is to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. The Company is meeting its objective since changes in the cash flows of the interest rate swap are expected to exactly offset the changes in the cash flows attributable to fluctuations in the contractually specified interest rate on the interest payments associated with the Credit Agreement. The net interest income related to the interest rate swap contract was $40 for the year ended December 31, 2019, which was recorded in the consolidated statements of operations under interest expense, net.
At the same time, the Company also entered into a pay-fixed (0.00%), receive-fixed (2.05%) cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas. The derivative has a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023. The interest income related to the cross-currency swap contract was $1,317 for the year ended December 31, 2019, which was recorded in the consolidated statements of operations under interest expense, net.

The derivative instruments are with a single counterparty and are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. As such, the derivative instruments are categorized as a master netting arrangement and presented as a net derivative asset or derivative liability on the consolidated balance sheet.
As of December 31, 2019, the fair value of derivative instruments are shown as follows in the Company's consolidated balance sheet:

Balance Sheet LocationDecember 31, 2019
Derivative liabilities:
Interest rate swapDerivative liabilities$1,771  
Cross-currency swapDerivative liabilities332  
$2,103  

On a quarterly basis, the Company assesses whether the hedging relationship related to the interest rate swap is highly effective at achieving offsetting changes in cash flow attributable to the risk being hedged based on the following factors: (1) the key features and terms as enumerated above for the interest rate swap and hedged transactions match during the period (2) it is probable that the Swap Counterparty will not default on its obligations under the swap, and (3) the Company performs a qualitative review each quarter to assess whether the relationship qualifies for hedge accounting.

In addition, on a quarterly basis the Company assesses whether the hedging relationship related to the cross-currency swap is highly effective based on the following evaluations: (1) the Company will always have a sufficient amount of non-functional currency (EUR) net investment balance to at least meet the cross-currency notional until the maturity date of the hedge (2) it is probable that the Swap Counterparty will not default on its obligations under the swap, and (3) the Company performs a qualitative review each quarter to assess whether the relationship qualifies for hedge accounting.
If any mismatches arise for either the interest rate swap or cross-currency swap, the Company will perform a regression analysis to determine if the hedged transaction is highly effective. If determined not to be highly effective, the Company will discontinue hedge accounting.

As of December 31, 2019, the Company assessed the hedging relationships for the interest rate swap and cross-currency swap and determined them to be highly effective. As such, the net change in fair values of the derivative instruments was recorded in accumulated other comprehensive income.

Losses and gains on our hedging instruments are recognized in accumulated other comprehensive income (loss) and categorized as follows for the year ended December 31, 2019:

Location within Statements of Comprehensive IncomeYear ended December 31, 2019
Cash flow hedge (interest rate swap), net of taxUnrealized loss on cash flow hedge, net$(1,399) 
Net investment hedge (cross-currency swap), net of taxNet foreign currency translation adjustment(262) 
$(1,661) 

There was no hedging activity for the year ended December 31, 2018.
v3.19.3.a.u2
VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Allowance for Doubtful Accounts      
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Beginning balance $ 610 $ 431 $ 489
Additions charged (credited) to costs and expenses 1,776 43 126
Adjustments/deductions (306) 136 (184)
Ending balance 2,080 610 431
Inventory Reserve      
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]      
Beginning balance 2,575 2,315 2,546
Additions charged (credited) to costs and expenses 7,069 898 538
Adjustments/deductions (5,363) (638) (769)
Ending balance $ 4,281 $ 2,575 $ 2,315
v3.19.3.a.u2
REVENUE
12 Months Ended
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
Revenue Recognition

Revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration we expect to realize in exchange for those goods.

The following table presents revenues disaggregated by revenue source (in thousands). Sales and usage-based taxes are excluded from revenues.
 201920182017
Product Sales609,741  607,879  564,027  
Co-manufacturing24,087  24,259  19,696  
Bill and Hold3,218  4,612  4,094  
Consignment2,299  2,442  2,333  
Product Sales Revenue639,345  639,192  590,150  
Royalty Revenue4,360  4,487  4,640  
Total Revenue$643,705  $643,679  $594,790  

The following table presents revenues disaggregated by geography, based on the billing addresses of customers (in thousands):
 201920182017
United States$475,033  $482,691  $460,599  
Foreign Countries168,672  160,988  134,191  
Total$643,705  $643,679  $594,790  

Product Sales Revenues

The Company’s primary operation is the manufacturing and sale of health and wellness ingredient products, in which the Company receives an order from a customer and fulfills that order. The Company’s product sales are considered point-in-time revenue and consist of four sub-streams: product sales, co-manufacturing, bill and hold, and consignment.

Under the co-manufacturing agreements, the Company is responsible for the manufacture of a finished good where the customer provides the majority of the raw materials.  The Company controls the manufacturing process and the ultimate end-product before
it is shipped to the customer.  Based on these factors, the Company has determined that it is the principal in these agreements and therefore revenue is recognized in the gross amount of consideration the Company expects to be entitled for the goods provided.

Royalty Revenues

Royalty revenue consists of agreements with customers to use the Company’s intellectual property in exchange for a sales-based royalty. Royalties are considered over time revenue and are recorded in the HNH segment.

Contract Liabilities

The Company records contract liabilities when cash payments are received or due in advance of performance, including amounts which are refundable.

The Company’s payment terms vary by the type and location of customers and the products offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products are delivered to the customer.

Practical Expedients and Exemptions

The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling and marketing expenses.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for products shipped.
v3.19.3.a.u2
COMMITMENTS AND CONTINGENCIES
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
In 2018, the Company entered into a two (2) year lease extension for approximately 20,000 square feet of office space, which serves as the Company’s corporate headquarters and as a laboratory facility. During 2018, the Company also entered into a two year and three month lease for 7,952 square feet of additional office space, which serves as an expansion of the corporate headquarters. The Company did not enter into any significant leases in 2019. The Company leases various office, warehousing, and production space under non-cancelable operating leases, which expire at various times through 2067. The Company also leases most of its vehicles and office equipment under non-cancelable operating leases, which expire at various times through 2025. Rent expense charged to operations under such lease agreements for 2019, 2018 and 2017 aggregated approximately $3,181, $3,917 and $3,417, respectively.
Aggregate future minimum rental payments required under non-cancelable operating leases at December 31, 2019 are as follows:
Year     
2020$3,214  
20212,243  
20221,695  
20231,259  
20241,051  
Thereafter  3,602  
Total minimum lease payments  $13,064  

The Company’s Verona, Missouri facility, while held by a prior owner, was designated by the EPA as a Superfund site and placed on the National Priorities List in 1983, because of dioxin contamination on portions of the site. Remediation was conducted by the prior owner under the oversight of the EPA and the Missouri Department of Natural Resources (“MDNR”). While the Company must maintain the integrity of the capped areas in the remediation areas on the site, the prior owner is responsible for completion of any further Superfund remedy. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site.

From time to time, the Company is a party to various litigation, claims and assessments.  Management believes that the ultimate outcome of such matters will not have a material effect on the Company’s consolidated financial position, results of operations, or liquidity.
v3.19.3.a.u2
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Rental Payments (Details)
$ in Thousands
Dec. 31, 2019
USD ($)
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract]  
2020 $ 3,214
2021 2,243
2022 1,695
2023 1,259
2024 1,051
Thereafter 3,602
Total minimum lease payments $ 13,064
v3.19.3.a.u2
PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 343,341 $ 304,326
Less: Accumulated depreciation 126,482 113,407
Property, plant and equipment, net 216,859 190,919
Land    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 11,588 7,965
Building    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 79,261 67,702
Equipment    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross 237,898 213,909
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property, plant and equipment, gross $ 14,594 $ 14,750
v3.19.3.a.u2
EQUITY-METHOD INVESTMENT (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
vote
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Schedule of Equity Method Investments [Line Items]      
Number of votes | vote 2    
Percentage of production offtake 66.66%    
Percentage of operating expenses to be absorbed 66.66%    
St. Gabriel CC Company, LLC      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage in joint venture 66.66%    
Loss relating to joint venture's expenses $ 388 $ 569 $ 546
Carrying value of joint venture $ 4,513 $ 4,902  
St. Gabriel CC Company, LLC | Eastman Chemical Company      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage in joint venture 33.34%    
v3.19.3.a.u2
LEASES - Schedule of Lease Costs (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Lease Cost  
Operating lease cost $ 3,181
Other information  
(Gains) and losses on sale and leaseback transactions, net 0
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flow from operating leases 3,216
Right-of-use assets obtained in exchange for new operating lease liabilities $ 10,173
Weighted-average remaining lease term - operating leases 4 years 11 months 4 days
Weighted-average discount rate - operating 4.60%
v3.19.3.a.u2
Consolidated Statements of Comprehensive Income (Parenthetical)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Other comprehensive (loss)/income, net of tax:  
Unrealized loss on cash flow hedge, taxes $ 372
Net change in postretirement benefit plan, taxes $ 101
v3.19.3.a.u2
Consolidated Balance Sheets - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Current assets:    
Cash and cash equivalents $ 65,672 $ 54,268
Accounts receivable, net of allowance for doubtful accounts of $2,080 and $610 at December 31, 2019 and 2018, respectively 93,444 99,545
Inventories 83,893 67,187
Prepaid expenses 4,385 3,830
Prepaid income taxes 5,098 0
Other current assets 2,454 1,484
Total current assets 254,946 226,314
Property, plant and equipment, net 216,859 190,919
Goodwill 523,998 447,995
Intangible assets with finite lives, net 143,924 109,405
Right of use assets 7,338  
Other assets 8,617 6,722
Total assets 1,155,682 981,355
Current liabilities:    
Trade accounts payable 37,267 33,345
Accrued expenses 24,604 22,025
Accrued compensation and other benefits 11,057 11,022
Dividends payable 16,855 15,220
Income tax payable 0 444
Lease liabilities - current 2,475 0
Total current liabilities 92,258 82,056
Revolving loan 248,569 156,000
Deferred income taxes 56,431 44,309
Lease liabilities - non-current 4,827  
Derivative liabilities 2,103 0
Other long-term obligations 7,827 7,372
Total liabilities 412,015 289,737
Commitments and contingencies (note 16)
Stockholders’ equity:    
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding 0 0
Common stock, $.0667 par value. Authorized 120,000,000 shares; 32,405,796 shares issued and 32,201,917 outstanding at December 31, 2019 and 32,256,915 shares issued and 32,256,209 shares outstanding at December 31, 2018, respectively 2,161 2,151
Additional paid-in capital 174,218 165,098
Retained earnings 590,921 528,027
Accumulated other comprehensive loss (5,564) (3,602)
Treasury stock, at cost: 203,879 and 706 shares at December 31, 2019 and 2018, respectively (18,069) (56)
Total stockholders’ equity 743,667 691,618
Total liabilities and stockholders’ equity $ 1,155,682 $ 981,355
v3.19.3.a.u2
ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)
12 Months Ended
Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Schedule of Changes in Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) were as follows:
 Years Ended December 31,
 201920182017
Net foreign currency translation adjustment$(891) $(2,982) $5,404  
Net change of cash flow hedge (see Note 20 for further information)
Unrealized loss on cash flow hedge(1,771) —  —  
Tax372  —  —  
Net of tax(1,399) —  —  
Net change in postretirement benefit plan (see Note 15 for further information)
Prior service (credit)/cost and (gain)/loss arising during the period199  522  (49) 
Amortization of prior service credit/(cost)74  74  74  
Amortization of gain/(loss)(46) (8) (15) 
Total before tax227  588  10  
Tax101  434  (207) 
Net of tax328  1,022  (197) 
Total other comprehensive income (loss)$(1,962) $(1,960) $5,207  
Components of Accumulated Other Comprehensive Income (Loss)
Accumulated other comprehensive income/(loss) at December 31, 2019 consisted of the following:
 Foreign currency
translation
adjustment
Cash flow hedgePostretirement benefit planTotal
Balance December 31, 2018$(4,285) $—  $683  (3,602) 
Other comprehensive (loss)/gain(891) (1,399) 328  (1,962) 
Balance December 31, 2019$(5,176) $(1,399) $1,011  (5,564) 
v3.19.3.a.u2
INCOME TAXES (Tables)
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
Schedule of Income Tax Expense
Income tax expense consists of the following:
 201920182017
Current:   
Federal$17,757  $18,296  $20,102  
Foreign1,609  4,060  3,015  
State818  3,880  2,790  
Deemed Repatriation—  (970) 1,389  
Deferred:
Federal(3,707) (3,788) (1,302) 
Foreign67  (69) 62  
State263  (952) (384) 
Federal Rate Change—  —  (27,255) 
Total income tax provision$16,807  $20,457  $(1,583) 
Schedule of Income Tax Reconciliation
The provision for income taxes differs from the amount computed by applying the Federal statutory rate of 21% for 2019, 21% for 2018 and 35% for 2017 to earnings before income tax expense due to the following:
 201920182017
Income tax at Federal statutory rate$20,260  $20,796  30,971  
State income taxes, net of Federal income taxes(244) 2,742  708  
Federal Rate Change—  —  (27,255) 
Stock Options(222) (1,293) (2,927) 
GILTI 2,507  1,027  —  
FDII(1,922) —  —  
Deemed Repatriation—  (970) 1,389  
Patent Box Decree (related to prior years)(1,948) —  —  
Foreign Tax Credits(1,125) (1,136) —  
Domestic production activities deduction—  —  (2,382) 
Other(499) (709) (2,087) 
Total income tax provision$16,807  $20,457  $(1,583) 
Schedule of Deferred Tax Assets and Liabilities
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2019 and 2018 were as follows:
 20192018
Deferred tax assets:  
Inventories$1,844  $1,260  
Restricted stock and stock options4,097  3,567  
Lease liabilities1,456  —  
Currency and interest rate swap442  —  
Other3,935  2,885  
Total deferred tax assets11,774  7,712  
Deferred tax liabilities:
Amortization$28,589  $27,080  
Depreciation37,075  23,837  
Prepaid expenses465  —  
Right of use assets1,461  —  
Other584  1,104  
Total deferred tax liabilities68,174  52,021  
Valuation allowance31  —  
Net deferred tax liability$56,431  $44,309  
Schedule of Reconciliation of Unrecognized Tax Benefits A reconciliation of the beginning and ending amount of unrecognized tax benefits, which is included in other long-term obligations on the Company’s consolidated balance sheets, is as follows:
 201920182017
Balance at beginning of period$5,709  $4,781  $6,637  
Increases for tax positions of prior years431  1,366  393  
Decreases for tax positions of prior years(1,978) (1,185) (2,711) 
Increases for tax positions related to current year600  747  462  
Balance at end of period$4,762  $5,709  $4,781  
All of Balchem's unrecognized tax benefits, if recognized in future periods, would impact the Company's effective tax rate in such future periods.
v3.19.3.a.u2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)
12 Months Ended
Dec. 31, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Fair Value of Derivative Instruments
As of December 31, 2019, the fair value of derivative instruments are shown as follows in the Company's consolidated balance sheet:

Balance Sheet LocationDecember 31, 2019
Derivative liabilities:
Interest rate swapDerivative liabilities$1,771  
Cross-currency swapDerivative liabilities332  
$2,103  
Schedule of Gains (Losses) on Hedging Instruments
Losses and gains on our hedging instruments are recognized in accumulated other comprehensive income (loss) and categorized as follows for the year ended December 31, 2019:

Location within Statements of Comprehensive IncomeYear ended December 31, 2019
Cash flow hedge (interest rate swap), net of taxUnrealized loss on cash flow hedge, net$(1,399) 
Net investment hedge (cross-currency swap), net of taxNet foreign currency translation adjustment(262) 
$(1,661) 
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS - Changes in Benefit Obligations and Plan Assets (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]      
Benefit obligation at beginning of year $ 1,174 $ 1,573  
Initial adoption of new plan 0 0  
Service cost with interest to end of year 63 78 $ 67
Interest cost 39 44 46
Participant contributions 35 40  
Benefits paid (162) (136)  
Actuarial gain (73) (425)  
Benefit obligation at end of year 1,076 1,174 1,573
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]      
Fair value of plan assets at beginning of year 0 0  
Employer (reimbursement)/contributions 127 96  
Participant contributions 35 40  
Benefits paid (162) (136)  
Fair value of plan assets at end of year $ 0 $ 0 $ 0
v3.19.3.a.u2
SEGMENT INFORMATION - Business Segment Assets (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Segment Reporting Information [Line Items]    
Assets $ 1,155,682 $ 981,355
Unallocated    
Segment Reporting Information [Line Items]    
Assets 73,742 59,473
HNH | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 739,030 702,692
ANH | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 142,247 136,810
Specialty Products | Operating Segments    
Segment Reporting Information [Line Items]    
Assets 184,487 59,558
Industrial Products | Operating Segments    
Segment Reporting Information [Line Items]    
Assets $ 16,176 $ 22,822
v3.19.3.a.u2
INCOME TAXES - Effective Income Tax Reconciliation (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Tax Reconciliation [Abstract]      
Income tax at Federal statutory rate $ 20,260 $ 20,796 $ 30,971
State income taxes, net of Federal income taxes (244) 2,742 708
Federal Rate Change 0 0 (27,255)
Stock Options (222) (1,293) (2,927)
GILTI 2,507 1,027 0
FDII (1,922) 0 0
Deemed Repatriation 0 (970) 1,389
Patent Box Decree (related to prior years) (1,948) 0 0
Foreign Tax Credits (1,125) (1,136) 0
Domestic production activities deduction 0 0 (2,382)
Other (499) (709) (2,087)
Total income tax provision $ 16,807 $ 20,457 $ (1,583)
v3.19.3.a.u2
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash Paid for Income Taxes and Interest [Abstract]      
Income taxes $ 21,771 $ 20,593 $ 25,845
Interest 5,674 6,940 7,021
Cash Flow, Noncash Investing and Financing Activities Disclosure [Abstract]      
Dividends payable $ 16,855 $ 15,220 $ 13,484
v3.19.3.a.u2
STOCKHOLDERS' EQUITY - Information Related to Stock Options Outstanding (Details)
shares in Thousands
12 Months Ended
Dec. 31, 2019
$ / shares
shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Shares Outstanding (in shares) | shares 951
Weighted Average Remaining Contractual  Term 6 years 3 months 18 days
Weighted Average Exercise Price of Options Outstanding (in dollars per share) $ 68.18
Number of Options Exercisable (in shares) | shares 581
Weighted Average Exercise Price of Options Exercisable (in dollars per share) $ 59.29
$29.06 - $50.32  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Range of exercise prices, minimum (in dollars per share) 29.06
Range of exercise prices, maximum (in dollars per share) $ 50.32
Shares Outstanding (in shares) | shares 152
Weighted Average Remaining Contractual  Term 2 years 4 months 24 days
Weighted Average Exercise Price of Options Outstanding (in dollars per share) $ 37.18
Number of Options Exercisable (in shares) | shares 152
Weighted Average Exercise Price of Options Exercisable (in dollars per share) $ 37.18
$54.87 - $76.89  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Range of exercise prices, minimum (in dollars per share) 54.87
Range of exercise prices, maximum (in dollars per share) $ 76.89
Shares Outstanding (in shares) | shares 433
Weighted Average Remaining Contractual  Term 6 years 3 months 18 days
Weighted Average Exercise Price of Options Outstanding (in dollars per share) $ 64.63
Number of Options Exercisable (in shares) | shares 326
Weighted Average Exercise Price of Options Exercisable (in dollars per share) $ 61.38
$80.26 - $102.25  
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]  
Range of exercise prices, minimum (in dollars per share) 80.26
Range of exercise prices, maximum (in dollars per share) $ 102.25
Shares Outstanding (in shares) | shares 366
Weighted Average Remaining Contractual  Term 8 years
Weighted Average Exercise Price of Options Outstanding (in dollars per share) $ 85.22
Number of Options Exercisable (in shares) | shares 103
Weighted Average Exercise Price of Options Exercisable (in dollars per share) $ 85.23
v3.19.3.a.u2
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property, Plant and Equipment Useful Lives (Details)
12 Months Ended
Dec. 31, 2019
Building | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 15 years
Building | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 25 years
Equipment | Minimum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 2 years
Equipment | Maximum  
Property, Plant and Equipment [Line Items]  
Estimated useful lives 28 years
v3.19.3.a.u2
SIGNIFICANT ACQUISITIONS AND DIVESTITURES - Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 13, 2019
May 27, 2019
Dec. 31, 2018
Dec. 31, 2017
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Goodwill $ 523,998     $ 447,995 $ 441,361
Zumbro River Brand, Inc.          
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Cash and cash equivalents   $ 686      
Accounts receivable   3,380      
Inventories   4,517      
Prepaid & other current assets   521      
Property, plant and equipment   15,245      
Other non-current assets   10      
Accounts payable & accrued expenses   (1,538)      
Debt   (5,345)      
Deferred income taxes   (3,391)      
Goodwill   18,073      
Amount paid to shareholders   47,058      
Zumbro debt paid on purchase date   5,345      
Total amount paid on acquisition date   52,403      
Zumbro River Brand, Inc. | Customer relationships          
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Intangible assets   8,200      
Zumbro River Brand, Inc. | Developed technology          
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Intangible assets   4,400      
Zumbro River Brand, Inc. | Trade name          
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Intangible assets   $ 2,300      
Chemogas          
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Cash and cash equivalents     $ 4,412    
Accounts receivable     4,176    
Inventories     957    
Property, plant and equipment     15,972    
Other non-current assets     1,491    
Accounts payable & accrued expenses     (3,261)    
Debt     (12,222)    
Other liabilities     (1,030)    
Pension obligation (net)     (594)    
Deferred income taxes     (12,856)    
Goodwill     59,319    
Amount paid to shareholders     99,102    
Zumbro debt paid on purchase date     12,222    
Total amount paid on acquisition date     111,324    
Chemogas | Customer relationships          
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Intangible assets     39,158    
Chemogas | Developed technology          
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Intangible assets     2,461    
Chemogas | Trade name          
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net [Abstract]          
Intangible assets     $ 1,119    
v3.19.3.a.u2
SIGNIFICANT ACQUISITIONS (Tables)
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
Estimated Fair Values of Assets Acquired and Liabilities Assumed
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed:
Cash and cash equivalents$686  
Accounts receivable3,380  
Inventories4,517  
Prepaid & other current assets521  
Property, plant and equipment15,245  
Customer relationships8,200  
Developed technology4,400  
Trade name2,300  
Other non-current assets10  
Accounts payable & accrued expenses(1,538) 
Debt(5,345) 
Deferred income taxes(3,391) 
Goodwill18,073  
Amount paid to shareholders47,058  
Zumbro debt paid on purchase date5,345  
Total amount paid on acquisition date$52,403  
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed:
Cash and cash equivalents$4,412  
Accounts receivable4,176  
Inventories957  
Property, plant and equipment15,972  
Customer relationships39,158  
Developed technology2,461  
Trade name1,119  
Other assets1,491  
Accounts payable(3,261) 
Bank debt(12,222) 
Other liabilities(1,030) 
Pension obligation (net)(594) 
Deferred income taxes(12,856) 
Goodwill59,319  
Amount paid to shareholders99,102  
Chemogas bank debt paid on purchase date12,222  
Total amount paid on acquisition date$111,324  
v3.19.3.a.u2
QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
12 Months Ended
Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]  
QUARTERLY FINANCIAL INFORMATION (UNAUDITED) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
(In thousands, except per share data)
   20192018
   First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Net sales  $157,029  $161,554  $158,595  $166,527  $161,410  $163,687  $155,043  $163,539  
Gross profit  49,095  53,918  54,008  54,346  51,459  53,466  48,002  51,325  
Earnings before income taxes  24,793  24,881  24,436  22,368  25,177  25,061  23,529  25,263  
Net earnings  18,783  19,829  20,676  20,383  19,346  19,679  19,214  20,334  
Basic net earnings per common share  $.58  $.62  $.64  $.64  $.60  $.61  $.60  $.63  
Diluted net earnings per common share  $.58  $.61  $.64  $.63  $.60  $.61  $.59  $.63  
v3.19.3.a.u2
INTANGIBLE ASSETS (Tables)
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Identifiable Intangible Assets
As of December 31, 2019 and 2018, the Company had identifiable intangible assets as follows:
20192018
 Amortization
Period
(In years)
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount

Accumulated
Amortization
Customer relationships & lists
10-20
$239,578  $139,863  $192,185  $122,545  
Trademarks & trade names
2-17
43,102  20,477  39,934  16,755  
Developed technology
5-12
20,206  11,008  13,338  8,604  
Other
3-18
20,962  8,576  18,333  6,481  
  $323,848  $179,924  $263,790  $154,385  
v3.19.3.a.u2
INVENTORIES
12 Months Ended
Dec. 31, 2019
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories at December 31, 2019 and 2018 consisted of the following:
 20192018
Raw materials$27,439  $23,661  
Work in progress2,102  4,649  
Finished goods54,352  38,877  
Total inventories$83,893  $67,187  
On a regular basis, the Company evaluates its inventory balances for excess quantities and obsolescence by analyzing demand, inventory on hand, sales levels and other information. Based on these evaluations, inventory balances are reserved, if necessary. The reserve for inventory was $4,281 and $2,575 at December 31, 2019 and 2018, respectively.
v3.19.3.a.u2
REVOLVING LOAN
12 Months Ended
Dec. 31, 2019
Debt Disclosure [Abstract]  
REVOLVING LOAN REVOLVING LOANOn June 27, 2018, the Company and a bank syndicate entered into the Credit Agreement, which replaced the existing credit facility that had provided for a senior secured term loan of $350,000 and a revolving loan of $100,000.  The Credit Agreement, which expires on June 27, 2023, provides for revolving loans up to $500,000 (collectively referred to as the “loans”).  The loans may be used for working capital, letters of credit, and other corporate purposes and may be drawn upon at the Company’s discretion.  The initial proceeds from the Credit Agreement were used to repay the outstanding balance of $210,750 on its senior secured term loan, which was due May 2019. On May 23, 2019, the Company drew down $108,569 to fund the Chemogas acquisition (see Note 2, "Significant Acquisitions and Divestitures"). In connection with these additional borrowings, the Company entered into an interest rate swap to protect against adverse fluctuations in interest rates (see Note 20, "Derivative Instruments and Hedging Activities"). In third quarter of 2019, the Company drew down an additional $15,000 to fund stock repurchases (see Note 3, "Stockholders' Equity). On December 13, 2019, the Company drew down $45,000 to fund the Zumbro acquisition (see Note 2, "Significant Acquisitions and Divestitures"). As of December 31, 2019, the total balance outstanding on the Credit Agreement amounted to $248,569. There are no installment payments required on the revolving loans; they may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date. 
Amounts outstanding under the Credit Agreement are subject to an interest rate equal to a fluctuating rate as defined by the Credit Agreement plus an applicable rate.  The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the Credit Agreement, and the interest rate was 2.917% at December 31, 2019.  The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the Credit Agreement and ranges from 0.15% to 0.275% (0.175% at December 31, 2019).  The unused portion of the revolving loan amounted to $251,431 at December 31, 2019.  The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.

Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the Credit Agreement.  Costs associated with the issuance of the extinguished debt instrument were capitalized and amortized over the term of the respective financing arrangement using the effective interest method. Capitalized costs net of accumulated amortization totaled $986 and $1,268 at December 31, 2019 and 2018, respectively, and are included in other assets on the consolidated balance sheets. Amortization expense pertaining to these costs totaled $282, $680, and $474 for the years ended December 31, 2019, 2018 and 2017, respectively, and is included in interest expense in the accompanying consolidated statements of earnings. In 2018, such interest expense included a write off $363 of deferred financing costs in connection with the extinguished debt in the second quarter of 2018.

The Credit Agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio.  At December 31, 2019, the Company was in compliance with these covenants.  Indebtedness under the Company’s loan agreements are secured by assets of the Company.
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS - Amounts Recognized in Balance Sheet (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Defined Benefit Plan, Amounts for Asset (Liability) Recognized in Statement of Financial Position [Abstract]      
Accumulated postretirement benefit obligation $ (1,076) $ (1,174)  
Fair value of plan assets 0 0 $ 0
Funded status (1,076) (1,174)  
Net amount recognized in consolidated balance sheet (after ASC 715) (included in other long-term obligations) $ 1,076 $ 1,174  
v3.19.3.a.u2
SEGMENT INFORMATION - Business Segment Net Sales (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]      
Net sales $ 643,705 $ 643,679 $ 594,790
HNH | Operating Segments      
Segment Reporting Information [Line Items]      
Net sales 347,433 341,237 315,796
ANH | Operating Segments      
Segment Reporting Information [Line Items]      
Net sales 177,557 175,693 157,688
Specialty Products | Operating Segments      
Segment Reporting Information [Line Items]      
Net sales 92,257 75,808 73,355
Industrial Products | Operating Segments      
Segment Reporting Information [Line Items]      
Net sales $ 26,458 $ 50,941 $ 47,951
v3.19.3.a.u2
INCOME TAXES - Significant Portions of Deferred Tax Assets and Liabilities (Details) - USD ($)
Dec. 31, 2019
Dec. 31, 2018
Deferred tax assets:    
Inventories $ 1,844,000 $ 1,260,000
Restricted stock and stock options 4,097,000 3,567,000
Lease liabilities 1,456,000 0
Currency and interest rate swap 442,000 0
Other 3,935,000 2,885,000
Total deferred tax assets 11,774,000 7,712,000
Deferred tax liabilities:    
Amortization 28,589,000 27,080,000
Depreciation 37,075,000 23,837,000
Prepaid expenses 465,000 0
Right of use assets 1,461,000 0
Other 584,000 1,104,000
Total deferred tax liabilities 68,174,000 52,021,000
Valuation allowance 31,000 0
Net deferred tax liability $ 56,431,000 $ 44,309,000
v3.19.3.a.u2
ACCUMULATED OTHER COMPREHENSIVE INCOME - Changes in Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Other Comprehensive Income (Loss), Net of Tax [Abstract]      
Net foreign currency translation adjustment $ (891,000) $ (2,982,000) $ 5,404,000
Unrealized loss on cash flow hedge (1,771,000) 0 0
Tax 372,000 0 0
Net of tax (1,399,000) 0 0
Net change in postretirement benefit plan (see Note 15 for further information)      
Prior service (credit)/cost and (gain)/loss arising during the period 199,000 522,000 (49,000)
Amortization of prior service credit/(cost) 74,000 74,000 74,000
Amortization of gain/(loss) (46,000) (8,000) (15,000)
Total before tax 227,000 588,000 10,000
Tax 101,000 434,000 (207,000)
Net of tax 328,000 1,022,000 (197,000)
Other comprehensive (loss)/income (1,962,000) (1,960,000) $ 5,207,000
Loss related to net investment hedge 262,000    
Taxes on net investment hedge $ 70,000 $ 0  
v3.19.3.a.u2
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
May 28, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                        
Net sales $ 166,527 $ 158,595 $ 161,554 $ 157,029 $ 163,539 $ 155,043 $ 163,687 $ 161,410 $ 643,705 $ 643,679 $ 594,790  
Interest rate swap | Designated as Hedging Instrument                        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                        
Notional amount of derivatives                       $ 108,569
Cross-currency swap | Designated as Hedging Instrument                        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                        
Notional amount of derivatives                       $ 108,569
Accounting Standards Update 2014-09 | Difference between Revenue Guidance in Effect before and after Topic 606                        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                        
Net sales                   $ 338    
HNH                        
New Accounting Pronouncements or Change in Accounting Principle [Line Items]                        
Impairment charges                 $ 1,026      
v3.19.3.a.u2
SIGNIFICANT ACQUISITIONS AND DIVESTITURES - Narrative (Details)
€ in Thousands, $ in Thousands
1 Months Ended 12 Months Ended
Dec. 13, 2019
USD ($)
May 27, 2019
EUR (€)
May 27, 2019
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Business Acquisition [Line Items]              
Cash paid for acquisitions, net of cash acquired         $ 141,062 $ 17,399 $ 17,393
Goodwill       $ 523,998 523,998 447,995 441,361
HNH              
Business Acquisition [Line Items]              
Goodwill       423,600 423,600 405,527  
Specialty Products              
Business Acquisition [Line Items]              
Goodwill       81,981 81,981 22,662  
General and Administrative Expenses              
Business Acquisition [Line Items]              
Transaction and integration related costs         $ 2,273 $ 1,786 $ 2,163
Zumbro River Brand, Inc.              
Business Acquisition [Line Items]              
Payment made on acquisition date $ 52,403            
Amount paid to former shareholders 47,058            
Payments for debt 5,345            
Cash acquired from acquisition 686            
Cash paid for acquisitions, net of cash acquired 46,372            
Goodwill $ 18,073            
Transaction and integration related costs       $ 1,947      
Zumbro River Brand, Inc. | Customer relationships              
Business Acquisition [Line Items]              
Useful life of intangible assets acquired 15 years            
Zumbro River Brand, Inc. | Trade name              
Business Acquisition [Line Items]              
Useful life of intangible assets acquired 10 years            
Zumbro River Brand, Inc. | Developed technology              
Business Acquisition [Line Items]              
Useful life of intangible assets acquired 12 years            
Chemogas              
Business Acquisition [Line Items]              
Payment made on acquisition date   € 99,503 $ 111,324        
Amount paid to former shareholders   88,579 99,102        
Payments for debt   10,924 12,222        
Cash acquired from acquisition   3,943 4,412        
Cash paid for acquisitions, net of cash acquired   € 84,636 94,690        
Goodwill     $ 59,319        
Percentage of outstanding common shares acquired     100.00%        
Chemogas | Specialty Products              
Business Acquisition [Line Items]              
Goodwill     $ 59,319        
Chemogas | Customer relationships              
Business Acquisition [Line Items]              
Useful life of intangible assets acquired         20 years    
Chemogas | Trade name              
Business Acquisition [Line Items]              
Useful life of intangible assets acquired         2 years    
Chemogas | Developed technology              
Business Acquisition [Line Items]              
Useful life of intangible assets acquired         10 years    
v3.19.3.a.u2
STOCKHOLDERS' EQUITY - Stock Option Activity (Details) - Stock Options - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Stock Option Activity [Abstract]      
Outstanding at beginning of year (in shares) 887 946 1,066
Granted (in shares) 197 148 222
Exercised (in shares) (112) (198) (268)
Forfeited (in shares) (17) (6) (52)
Cancelled (in shares) (4) (3) (22)
Outstanding at end of year (in shares) 951 887 946
Exercisable at end of year (in shares) 581 490 493
Weighted Average Exercise Price [Abstract]      
Outstanding at beginning of year (in dollars per share) $ 61.59 $ 55.44 $ 45.32
Granted (in dollars per share) 85.13 74.57 85.22
Exercised (in dollars per share) 43.67 41.71 36.36
Forfeited (in dollars per share) 80.88 74.90 72.29
Cancelled (in dollars per share) 70.90 48.54 57.48
Outstanding at end of year (in dollars per share) 68.18 61.59 55.44
Exercisable at end of period (in dollars per share) $ 59.29 $ 50.50 $ 41.01
Aggregate intrinsic value for outstanding stock options $ 31,814 $ 16,192 $ 24,714
Weighted average remaining contractual term for outstanding stock options 6 years 3 months 18 days    
Aggregate intrinsic value for exercisable stock options outstanding $ 24,620    
Weighted average remaining contractual term for exercisable stock options outstanding 5 years    
Weighted-average fair value of options granted (in dollars per share) $ 18.51 $ 18.62 $ 23.20
Total intrinsic value of stock options exercised $ 6,135 $ 10,456 $ 11,900
v3.19.3.a.u2
NET EARNINGS PER COMMON SHARE (Tables)
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
Reconciliation of the Net Earnings and Shares used in Calculating Basic and Diluted Net Earnings Per Share
The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per common share:
Year Ended December 31,
201920182017
Net Earnings - Basic and Diluted$79,671  $78,573  $90,071  
Share (000s)
Weighted Average Common Shares - Basic32,136  32,093  31,839  
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares369  352  391  
Weighted Average Common Shares - Diluted32,505  32,445  32,230  
Net Earnings Per Share - Basic$2.48  $2.45  $2.83  
Net Earnings Per Share - Diluted$2.45  $2.42  $2.79  
v3.19.3.a.u2
STOCKHOLDERS' EQUITY (Tables)
12 Months Ended
Dec. 31, 2019
Stockholders' Equity Note [Abstract]  
Schedule of Compensation Cost on Net Earnings
The Company’s results for the years ended December 31, 2019, 2018 and 2017 reflected the following compensation cost and such compensation cost had the following effects on net earnings:
 Increase/(Decrease) for the
Year Ended, December 31
 201920182017
Cost of sales$1,147  $973  $524  
Operating expenses6,449  5,440  5,736  
Net earnings(5,884) (4,965) (3,990) 
Schedule of Assumptions Used in the Valuation of Option Awards 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.
Year Ended December 31,
Weighted Average Assumptions:201920182017
Expected Volatility24.0 %26.8 %30.1 %
Expected Term (in years)4.04.44.6
Risk-Free Interest Rate2.5 %2.6 %1.8 %
Dividend Yield0.6 %0.6 %0.5 %
Summary of Stock Option Activity
A summary of stock option plan activity for 2019, 2018, and 2017 for all plans is as follows:
201920182017
# of
Shares
(000s)
Weighted Average
Exercise Price
# of
Shares
(000s)
Weighted Average
Exercise Price
# of
Shares
(000s)
Weighted Average
Exercise Price
Outstanding at beginning of year887  $61.59  946  $55.44  1,066  $45.32  
Granted197  85.13  148  74.57  222  85.22  
Exercised(112) 43.67  (198) 41.71  (268) 36.36  
Forfeited(17) 80.88  (6) 74.90  (52) 72.29  
Cancelled(4) 70.90  (3) 48.54  (22) 57.48  
Outstanding at end of year951  $68.18  887  $61.59  946  $55.44  
Exercisable at end of year581  $59.29  490  $50.50  493  $41.01  
Schedule of Other Information Pertaining to Stock Option Activity
Other information pertaining to option activity during the years ended December 31, 2019, 2018 and 2017 is as follows:
 Years Ended December 31,
 201920182017
Weighted-average fair value of options granted$18.51  $18.62  $23.20  
Total intrinsic value of stock options exercised ($000s)$6,135  $10,456  $11,900  
Schedule of Additional Information Relating to Stock Options Outstanding
Additional information related to stock options outstanding under all plans at December 31, 2019 is as follows:
  Options OutstandingOptions Exercisable
Range of Exercise
Prices
Shares
Outstanding
(000s)
Weighted
Average
Remaining
Contractual
 Term
Weighted
Average
 Exercise
Price
Number
Exercisable
(000s)
Weighted
Average
Exercise
Price
$29.06 - $50.32
152  2.4 years$37.18  152  $37.18  
$54.87 - $76.89
433  6.3 years64.63  326  61.38  
$80.26 - $102.25
366  8.0 years85.22  103  85.23  
 951  6.3 years$68.18  581  $59.29  
Schedule of Non-vested Restricted Stock Activity
Non-vested restricted stock activity for the years ended December 31, 2019, 2018 and 2017 is summarized below:
201920182017
 Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 79  $72.75  66  $65.66  102  $54.18  
Granted73  85.69  42  77.50  21  83.43  
Vested(8) 58.52  (27) 62.74  (53) 51.39  
Forfeited(6) 84.65  (2) 74.57  (4) 55.45  
Non-vested balance at end of year 138  $80.03  79  $72.75  66  $65.66  
Schedule of Non-vested Performance Share Activity
Non-vested performance share activity for the years ended December 31, 2019, 2018 and 2017 is summarized below:
201920182017
 Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 53  $75.61  39  $72.62  34  $61.06  
Granted33  81.79  32  71.27  16  93.85  
Vested(9) 65.54  (15) 58.78  —  —  
Forfeited(7) 60.85  (3) 72.55  (11) 69.25  
Non-vested balance at end of year 70  $81.26  53  $75.61  39  $72.62  
v3.19.3.a.u2
VALUATION AND QUALIFYING ACCOUNTS
12 Months Ended
Dec. 31, 2019
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
VALUATION AND QUALIFYING ACCOUNTS
Allowance
for Doubtful Accounts
Inventory
Reserve
Balance - December 31, 2016$489  $2,546  
Additions charged (credited) to costs and expenses126  538  
Adjustments/deductions (a)
(184) (769) 
Balance - December 31, 2017431  2,315  
Additions charged (credited) to costs and expenses43  898  
Adjustments/deductions (a)
136  (638) 
Balance - December 31, 2018610  2,575  
Additions charged (credited) to costs and expenses1,776  7,069  
Adjustments/deductions (a)
(306) (5,363) 
Balance - December 31, 2019$2,080  $4,281  
(a) Represents write-offs and other adjustments
v3.19.3.a.u2
STOCKHOLDERS' EQUITY
12 Months Ended
Dec. 31, 2019
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
STOCK-BASED COMPENSATION
All share-based payments, including grants of stock options, are recognized in the income statement as an operating expense, based on their fair values.
The Company has made an estimate of expected forfeitures, based on its historical experience, and is recognizing compensation cost only for those stock-based compensation awards expected to vest.
The Company’s results for the years ended December 31, 2019, 2018 and 2017 reflected the following compensation cost and such compensation cost had the following effects on net earnings:
 Increase/(Decrease) for the
Year Ended, December 31
 201920182017
Cost of sales$1,147  $973  $524  
Operating expenses6,449  5,440  5,736  
Net earnings(5,884) (4,965) (3,990) 
On December 31, 2019, the Company had one share-based compensation plan under which awards may be granted, which is described below.
In June 2017, the Company adopted the Balchem Corporation 2017 Omnibus Incentive Plan (“2017 Plan”) for officers, employees and directors of the Company and its subsidiaries. The 2017 Plan replaced the 1999 Stock Plan and amendments and restatements thereto (collectively to be referred to as the “1999 Plan’), which expired on April 9, 2018. No further awards will be made under the 1999 Plan, and the shares that remained available for grant under the 1999 Plan will only be used to settle outstanding awards granted under the 1999 Plan and will not become available under the 2017 Plan. The 2017 Plan is administered by the Compensation Committee of the Board of Directors of the Company. The 2017 Plan provides as follows: (i) for a termination date of June 13, 2027; (ii) the authorization of 1,600,000 shares for future grants (which represents a reduction from the 6,000,000 shares authorized for grant under the 1999 Plan); (iii) for the making of grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards, as well as for the making of cash performance awards; (iv) except as provided in an employment agreement as in effect on the effective date of the 2017 Plan, no automatic acceleration of outstanding awards upon the occurrence of a change in control of the Company; (v) certain annual limits on the number of shares and amount of cash that may be granted; (vii) for dividends or dividend equivalents otherwise payable on an unvested award to accrue and be paid only at such time as the vesting conditions applicable to the underlying award have been satisfied; (vii) for certain discretionary compensation recovery if the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirements under the securities laws; and (viii) for compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or the “Code”). 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 December 31, 2019, the 2017 Plan had 1,095,144 shares available for future awards.
The Company has Restricted Stock Grant Agreements with the Company's non–employee directors and certain employees. Under the Restricted Stock Grant Agreements, certain shares of the Common Stock have been granted, ranging from 70 shares to 54,000 shares, to its non-employee directors and certain employees, subject to time-based vesting requirements.
The Company also has performance share (“PS”) awards, which provide the recipients the right to receive a certain number of shares of the Common Stock in the future, subject to an (1) EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, and (2) relative total shareholder return (“TSR”) where vesting is dependent upon the Company’s TSR performance over the performance period (typically three years) relative to a comparator group consisting of the Russell 2000 index constituents.
The fair value of each option award issued under the Company’s stock plans is estimated on the date of grant using a Black-Scholes based option-pricing model that uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The expected term of the options is based on the Company’s historical experience of employees’ exercise behavior. Dividend yields are based on the Company’s historical dividend yields. Risk-free interest rates are
based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.
Year Ended December 31,
Weighted Average Assumptions:201920182017
Expected Volatility24.0 %26.8 %30.1 %
Expected Term (in years)4.04.44.6
Risk-Free Interest Rate2.5 %2.6 %1.8 %
Dividend Yield0.6 %0.6 %0.5 %
The value of the restricted shares is based on the fair value of the award at the date of grant.
Performance Share expense is measured based on the fair value at the date of grant utilizing a Black-Scholes methodology to produce a Monte-Carlo simulation model which allows for the incorporation of the performance hurdles that must be met before the Performance Share vests. The assumptions used in the fair value determination were risk free interest rates of 2.5%, 2.4%, and 1.5%; dividend yields of 0.5%, 0.5%, and 0.6%; volatilities of 24%, 27%, and 32%; and initial TSR’s of -5.9%, -10.5%, and 8.2% in each case for the years ended December 31, 2019, 2018, and 2017, respectively. Expense is based on the estimated number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved. The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The Performance Shares will cliff vest 100% at the end of the third year following the grant in accordance with the performance metrics set forth.
Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three years for stock options, three to four years for employee restricted stock awards, three years for employee performance share awards, and three to four years for non-employee director restricted stock awards.
A summary of stock option plan activity for 2019, 2018, and 2017 for all plans is as follows:
201920182017
# of
Shares
(000s)
Weighted Average
Exercise Price
# of
Shares
(000s)
Weighted Average
Exercise Price
# of
Shares
(000s)
Weighted Average
Exercise Price
Outstanding at beginning of year887  $61.59  946  $55.44  1,066  $45.32  
Granted197  85.13  148  74.57  222  85.22  
Exercised(112) 43.67  (198) 41.71  (268) 36.36  
Forfeited(17) 80.88  (6) 74.90  (52) 72.29  
Cancelled(4) 70.90  (3) 48.54  (22) 57.48  
Outstanding at end of year951  $68.18  887  $61.59  946  $55.44  
Exercisable at end of year581  $59.29  490  $50.50  493  $41.01  

The aggregate intrinsic value for outstanding stock options was $31,814, $16,192 and $24,714 at December 31, 2019, 2018 and 2017, respectively, with a weighted average remaining contractual term of 6.3 years at December 31, 2019. Exercisable stock options at December 31, 2019 had an aggregate intrinsic value of 24,620 with a weighted average remaining contractual term of 5.0 years.
Other information pertaining to option activity during the years ended December 31, 2019, 2018 and 2017 is as follows:
 Years Ended December 31,
 201920182017
Weighted-average fair value of options granted$18.51  $18.62  $23.20  
Total intrinsic value of stock options exercised ($000s)$6,135  $10,456  $11,900  
Additional information related to stock options outstanding under all plans at December 31, 2019 is as follows:
  Options OutstandingOptions Exercisable
Range of Exercise
Prices
Shares
Outstanding
(000s)
Weighted
Average
Remaining
Contractual
 Term
Weighted
Average
 Exercise
Price
Number
Exercisable
(000s)
Weighted
Average
Exercise
Price
$29.06 - $50.32
152  2.4 years$37.18  152  $37.18  
$54.87 - $76.89
433  6.3 years64.63  326  61.38  
$80.26 - $102.25
366  8.0 years85.22  103  85.23  
 951  6.3 years$68.18  581  $59.29  
Non-vested restricted stock activity for the years ended December 31, 2019, 2018 and 2017 is summarized below:
201920182017
 Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 79  $72.75  66  $65.66  102  $54.18  
Granted73  85.69  42  77.50  21  83.43  
Vested(8) 58.52  (27) 62.74  (53) 51.39  
Forfeited(6) 84.65  (2) 74.57  (4) 55.45  
Non-vested balance at end of year 138  $80.03  79  $72.75  66  $65.66  

Non-vested performance share activity for the years ended December 31, 2019, 2018 and 2017 is summarized below:
201920182017
 Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 53  $75.61  39  $72.62  34  $61.06  
Granted33  81.79  32  71.27  16  93.85  
Vested(9) 65.54  (15) 58.78  —  —  
Forfeited(7) 60.85  (3) 72.55  (11) 69.25  
Non-vested balance at end of year 70  $81.26  53  $75.61  39  $72.62  

As of December 31, 2019, 2018 and 2017, there was $11,643, $8,565 and $7,742, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. As of December 31, 2019, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.5 years. We estimate that share-based compensation expense for the year ended December 31, 2020 will be approximately $8,800.
REPURCHASE OF COMMON STOCK
The Company has an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 2,431,767 shares have been purchased, of which 203,879 shares and 706 shares remained in treasury at December 31, 2019, and 2018, respectively. During 2019, 2018, and 2017, a total of 240,995, 16,755, and 23,182 shares, respectively, have been purchased at an average cost of $88.47, $83.08, and $82.19 per share, respectively. The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it advisable to do so based on its assessment of corporate cash flow, market conditions and other factors. The Company also repurchases shares from employees in connection with settlement of transactions under the Company’s equity incentive plans.
v3.19.3.a.u2
EQUITY-METHOD INVESTMENT
12 Months Ended
Dec. 31, 2019
Equity Method Investments and Joint Ventures [Abstract]  
EQUITY-METHOD INVESTMENT EQUITY-METHOD INVESTMENTIn 2013, the Company and Eastman Chemical Company (formerly Taminco Corporation) formed a joint venture (66.66% / 33.34% ownership), St. Gabriel CC Company, LLC, to design, develop, and construct an expansion of the Company’s St. Gabriel aqueous choline chloride plant.  The Company contributed the St. Gabriel plant, at cost, and all continued expansion and improvements are funded by the owners. The joint venture became operational as of July 1, 2016. St. Gabriel CC Company, LLC is a Variable Interest Entity (VIE) because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support. Additionally, voting rights (2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture. The Company will receive up to 2/3 of the production offtake capacity and absorbs operating expenses approximately proportional to the actual percentage of offtake. The joint venture is accounted for under the equity method of accounting since the Company is not the primary beneficiary as the Company does not have the power to direct the activities of the joint venture that most significantly impact its economic performance. The Company recognized a loss of $388, $569, and $546 for the years ended December 31, 2019, 2018, and 2017, respectively, relating to its portion of the joint venture’s expenses in other expense. The carrying value of the joint venture at December 31, 2019 and 2018 is $4,513 and $4,902, respectively, and is recorded in other assets.
v3.19.3.a.u2
SEGMENT INFORMATION
12 Months Ended
Dec. 31, 2019
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
HNH
The HNH segment provides human grade choline nutrients and mineral amino acid chelated products through this segment for nutrition and wellness applications. Choline is recognized to play a key role in the development and structural integrity of brain cell membranes in infants, processing dietary fat, reproductive development and neural functions, such as memory and muscle function. The Company's mineral amino acid chelates, specialized mineral salts, and mineral complexes are used as raw materials for inclusion in premier human nutrition products. Proprietary technology has been combined to create an organic molecule in a form the body can readily assimilate. Sales growth for human nutrition applications is reliant on differentiation from lower-cost competitive products through scientific data, intellectual property and customers' appreciation of brand value. Consequently, the Company makes investments in such activities for long-term value differentiation. This segment also serves the food and beverage industry for beverage, bakery, dairy, confectionary, and savory manufacturers. The Company partners with its customers from ideation through commercialization to bring on-trend beverages, baked goods, confections, dairy and meat products to market. The Company has expertise in trends analysis and product development. When combined with its strong manufacturing capabilities in customized spray dried and emulsified powders, extrusion and agglomeration, blended lipid systems, liquid flavor delivery systems, juice and dairy bases, chocolate systems, as well as ice cream bases and variegates, the Company is a one-stop solutions provider for beverage and dairy product development needs. Additionally, this segment provides microencapsulation solutions to a variety of applications in food, pharmaceutical and nutritional ingredients to enhance performance of nutritional fortification, processing, mixing, and packaging applications and shelf-life. Major product applications are baked goods, refrigerated and frozen dough systems, processed meats, seasoning blends, confections, sports and protein bars, dietary plans, and nutritional supplements. The Company also creates cereal systems for ready-to-eat cereals, grain-based snacks, and cereal based ingredients.

ANH

The Company’s ANH segment provides nutritional products derived from its microencapsulation and chelation technologies in addition to basic choline chloride. For ruminant animals, the Company’s microencapsulated products boost health and milk production, delivering nutrient supplements that are biologically available, providing required nutritional levels. The Company’s proprietary chelation technology provides enhanced nutrient absorption for various species of production and companion animals and is marketed for use in animal feed throughout the world. ANH also manufactures and supplies choline chloride, an essential nutrient for monogastric animal health, predominantly to the poultry, pet and swine industries. Choline, which is manufactured and sold in both dry and aqueous forms, plays a vital role in the metabolism of fat. In poultry, choline deficiency can result in reduced growth rates and perosis in young birds, while in swine production choline is a necessary and required component of gestating and lactating sow diets for both liver health and prevention of leg deformity.
Sales of value-added encapsulated products are highly dependent on overall industry economics as well as the Company's ability to leverage the results of university and field research on the animal health and production benefits of our products. Management believes that success in the commodity-oriented basic choline chloride marketplace is highly dependent on the Company’s ability to maintain its strong reputation for excellent product quality and customer service. The Company continues to drive production efficiencies in order to maintain its competitive-cost position to effectively compete in a competitive global marketplace.

Specialty Products

Ethylene oxide, at the 100% level and blended with carbon dioxide, 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 and blends are distributed worldwide in specially designed, reusable and recyclable drum and cylinder packaging, to assure compliance with safety, quality and environmental standards as outlined by the applicable regulatory agencies in the countries our products are shipped to. The Company’s inventory of these specially built drums and cylinders, along with its five filling facilities, represents a significant capital investment. Contract sterilizers and medical device manufacturers are principal customers for this product. The Company also sells single use canisters with 100% ethylene oxide for use in sterilizing re-usable devices typically processed in autoclave units in hospitals. As a fumigant, ethylene oxide blends are highly effective in killing bacteria, fungi, and insects in spices and other seasoning materials.
The Company also distributes a number of other gases for various uses, most notably propylene oxide and ammonia. Propylene oxide is marketed and sold in the U.S. as a fumigant to aid in the control of insects and microbiological spoilage; and to reduce bacterial and mold contamination in certain shell and processed nut meats, processed spices, cacao beans, cocoa powder, raisins, figs and prunes. The Company distributes its propylene oxide product in the U.S. primarily in recyclable, single-walled, carbon steel cylinders according to standards outlined by the EPA and the DOT. Propylene oxide is also sold worldwide to customers in approved reusable and recyclable drum and cylinder packaging for various chemical synthesis applications, such as increasing paint durability and manufacturing specialty starches and textile coatings. Ammonia is used primarily as a refrigerant, and also for heat treatment of metals and various chemical synthesis applications, and is distributed in reusable and recyclable drum and cylinder drum and cylinder packaging approved for use in the countries these products are shipped to. The Company's inventory of cylinders for these products also represents a significant capital investment.

The Company’s micronutrient agricultural nutrition business sells chelated minerals primarily into high value crops. The Company has a unique and patented two-step approach to solving mineral deficiency in plants to optimize health, yield and shelf-life.  First, the Company determines optimal mineral balance for plant health. The Company then has a foliar applied Metalosate product range, utilizing patented amino acid chelate technology. Its products quickly and efficiently deliver mineral nutrients. As a result, the farmer/grower gets healthier crops that are more resistant to disease and pests, larger yields and healthier food for the consumer with extended shelf life for produce being shipped long distances.

Industrial Products

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

Business Segment Assets
 20192018
HNH$739,030  $702,692  
ANH142,247  136,810  
Specialty Products184,487  59,558  
Industrial Products16,176  22,822  
Other Unallocated (1)
73,742  59,473  
Total$1,155,682  $981,355  

Business Segment Net Sales
 201920182017
HNH$347,433  $341,237  $315,796  
ANH177,557  175,693  157,688  
Specialty Products92,257  75,808  73,355  
Industrial Products26,458  50,941  47,951  
Total$643,705  $643,679  $594,790  

Business Segment Earnings Before Income Taxes

201920182017
HNH$48,429  $48,037  $43,747  
ANH25,868  26,607  22,255  
Specialty Products28,513  25,254  24,908  
Industrial Products3,730  8,988  6,402  
Transaction and integration costs, ERP implementation costs, and unallocated legal fees (2)
(3,436) (1,786) (2,496) 
Unallocated amortization expense (3)
(551) —  —  
Indemnification Settlement (4)
—  —  2,087  
Interest and other expense(6,075) (8,070) (8,415) 
Total$96,478  $99,030  $88,488  


Depreciation/Amortization
 201920182017
HNH$30,558  $33,594  $33,384  
ANH6,552  5,606  5,618  
Specialty Products7,401  4,092  4,097  
Industrial Products518  694  806  
Unallocated amortization expense (3)
551  —  —  
Amortization expense related to deferred financing cost (5)
282  680  474  
Total$45,862  $44,666  $44,379  
Capital Expenditures
 201920182017
HNH$18,159  $8,881  $20,580  
ANH3,921  6,021  4,424  
Specialty Products3,003  2,356  1,306  
Industrial Products707  1,912  1,216  
Total$25,790  $19,170  $27,526  


(1) Other unallocated assets consist of certain cash, capitalized loan issuance costs, other assets, investments, and deferred income taxes, which the Company does not allocate to its individual business segments.
(2) Transaction and integration costs and unallocated legal fees for the years ended December 31, 2019, 2018, and 2017, were primarily related to acquisitions. ERP implementation costs for the years ended December 31, 2019 and 2018 were related to a project in connection with a company-wide ERP system implementation.
(3) Unallocated amortization expense for year ended December 31, 2019 was related to amortization of an intangible asset in connection with a company-wide ERP system implementation.
(4) Indemnification settlement was related to a favorable settlement the Company received relating to the SensoryEffects acquisition.
(5) Amortization expense related to capitalized loan issuance costs was included in interest and other (expense) in Company's consolidated statement of earnings.
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS
12 Months Ended
Dec. 31, 2019
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
During 2019, the Company sponsored two 401(k) savings plans for eligible employees. The plans allow participants to make pretax contributions and the Company matches certain percentages of those pretax contributions. One of the plans has a discretionary profit sharing portion and matches 401(k) contributions with shares of the Company’s Common Stock. All amounts contributed to the plans are deposited into a trust fund administered by independent trustees. The Company provided for profit sharing contributions and matching 401(k) savings plan contributions of $592 and $3,451 in 2019, $825 and $3,153 in 2018, and $395 and $2,594 in 2017, respectively.
Postretirement Medical Plans
The Company provides postretirement benefits in the form of two unfunded postretirement medical plans; one that is under a collective bargaining agreement and covers eligible retired employees of the Verona facility and a plan for those named as executive officers in the Company’s proxy statement. The Company uses a December 31 measurement date for its postretirement
medical plans. In accordance with ASC 715, “Compensation—Retirement Benefits,” the Company is required to recognize the over funded or underfunded status of a defined benefit post retirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position, and to recognize changes in that funded status in the year in which the changes occur through comprehensive income.
The actuarial recorded liabilities for such unfunded postretirement benefits are as follows:
Change in benefit obligation:
 20192018
Benefit obligation at beginning of year$1,174  $1,573  
Initial adoption of new plan—  —  
Service cost with interest to end of year63  78  
Interest cost39  44  
Participant contributions35  40  
Benefits paid(162) (136) 
Actuarial gain(73) (425) 
Benefit obligation at end of year$1,076  $1,174  
Change in plan assets:
 20192018
Fair value of plan assets at beginning of year$—  $—  
Employer (reimbursement)/contributions127  96  
Participant contributions35  40  
Benefits paid(162) (136) 
Fair value of plan assets at end of year$—  $—  
Amounts recognized in consolidated balance sheet:
 20192018
Accumulated postretirement benefit obligation$(1,076) $(1,174) 
Fair value of plan assets—  —  
Funded status(1,076) (1,174) 
Unrecognized prior service costN/A  N/A  
Unrecognized net (gain)/lossN/A  N/A  
Net amount recognized in consolidated balance sheet (after ASC 715) (included in other long-term obligations)$1,076  $1,174  
Accrued postretirement benefit cost (included in other long-term obligations)N/A  N/A  
Components of net periodic benefit cost:
 201920182017
Service cost with interest to end of year$63  $78  $67  
Interest cost39  44  46  
Amortization of prior service credit74  74  74  
Amortization of gain(46) (8) (15) 
Total net periodic benefit cost$130  $188  $172  
Estimated future employer contributions and benefit payments are as follows:
Year 
2020$79  
202167  
202285  
202376  
202499  
Years 2025-2029444  
Assumed health care cost trend rates have been used in the valuation of postretirement health insurance benefits. The trend rate is 5.99% in 2020 declining to 4.50% in 2038 and thereafter. A one percentage point increase in health care cost trend rates in each year would increase the accumulated postretirement benefit obligation as of December 31, 2019 by $96 and the net periodic postretirement benefit cost for 2019 by $14. A one percentage point decrease in health care cost trend rates in each year would decrease the accumulated postretirement benefit obligation as of December 31, 2019 by $84 and the net periodic postretirement benefit cost for 2019 by $12. The weighted average discount rate used in determining the accumulated postretirement benefit obligation was 2.50% in 2019 and 3.50% in 2018.
Defined Benefit Pension Plans
The Company contributes to one multiemployer defined benefit plan under the terms of a collective-bargaining agreement covering its union-represented employees of the Verona facility. The risks of participation in this multiemployer plan are different from single-employer plans in the following aspects: (a) assets contributed to the multiemployer plan by one employer may be used to provide benefits to employees of other participating employers, (b) if a participating employer stops contributing to the plan, the unfunded obligations of the plan may be borne by the remaining participating employers, and (c) if the Company chooses to stop participating in its multiemployer plan, the Company will be required to pay that plan an amount based on the underfunded status of the plan, referred to as the withdrawal liability.
The Company’s participation in this plan for the annual period ended December 31, 2019 is outlined in the table below. The “EIN/Pension Plan Number” column provides the Employee Identification Number (EIN). The zone status is based on information that the Company received from the plan and is certified by the plan’s actuary. Among other factors, plans in the red zone or critical and declining zone are generally less than 65 percent funded, plans in the yellow zone are less than 80 percent funded, and plans in the green zone are at least 80 percent funded. The “FIP/RP Status Pending/Implemented” column indicates plans for which a financial improvement plan (FIP) or a rehabilitation plan (RP) is either pending or has been implemented. The last column lists the expiration date of the collective-bargaining agreement to which the plan is subject. Finally, the period-to-period comparability of the contributions for 2019 and 2018 was affected by a 4.0% increase in the 2019 contribution rate. There have been no other significant changes that affect the comparability of 2019 and 2018 contributions. The Company does not represent more than 5% of the contributions to this pension fund.
Pension
Fund
EIN/Pension
Plan
Number
Pension Plan Protection Act Zone StatusFIP/RP Status
Pending/ Implemented
Contributions of Balchem CorporationSurcharge
Imposed
Expiration Date of Collective-
Bargaining
Agreement
20192018201920182017
Central States,
Southeast and
Southwest Areas
Pension Fund
36-6044243Critical & Declining as of 1/1/19Critical & Declining as of 1/1/18Implemented$676  $614  $594  No7/11/2020

On May 27, 2019, the Company acquired Chemogas, which has an unfunded defined benefit pension plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amount recorded for these obligations on the Company's balance sheet as of December 31, 2019 was $596 and was included in other long-term obligations.
Deferred Compensation Plan
On June 1, 2018, the Company established an unfunded, non-qualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust, which are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability as of
December 31, 2019 and 2018 were $1,982, $265, respectively and were included in other long-term obligations on the Company's balance sheet.
v3.19.3.a.u2
LEASES
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
LEASES LEASES
The Company has both real estate leases and equipment leases. The main types of equipment leases include forklifts, trailers, printers and copiers, railcars, and trucks. All leases are categorized as operating leases. As a result of electing the practical expedient within ASU 2016-02, variable lease payments are combined and recognized on the balance sheet in the event that those charges and any related increases are explicitly stated in the lease. Such payments include common area maintenance charges, property taxes, and insurance charges and are recorded in the ROU asset and corresponding liability when the payments are stated in the lease with (a) fixed or in-substance fixed amounts, or (b) a variable payment based on an index or rate. Due to the acquisitive nature of the Company and the potential for synergies upon integration of acquired entities, the Company determined that the reasonably certain criterion could not be met for any renewal periods beginning two years beyond the implementation date, which is January 1, 2019. In addition, the Company has historically not been exercising purchase options with equipment leases as it does not make economic sense to buy the equipment. Instead, the Company has historically replaced the equipment with a new lease. Therefore, the Company determined that the reasonably certain criterion could not be met as it relates to purchase options. The Company has no residual value guarantees in lease transactions.

The Company did not identify any embedded leases. As indicated above, the Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the consolidated balance sheet. Management determined that since the Company has a centralized treasury function, the parent company would either fund or guarantee a subsidiary's loan for borrowing over a similar term. As such, the Company's management determined it is appropriate to utilize a corporate based borrowing rate for all locations. The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio. The Company's borrowing history shows that interest rates of a term loan or a line of credit depend on the duration of the loan rather than the nature of the assets purchased by those funds. Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms. Based on the Company's risk rating, the company applied the following discount rates upon implementation: (1) 1-2 years, 3.45% (2) 3-4 years, 4.04% (3) 5-9 years, 4.38% and (4) 10+ years, 5.10%.
For the year ended December 31, 2019, the Company's total lease cost was as follows, which included both amounts recognized in profits or losses during the period and amounts capitalized on the balance sheet, and the cash flows arising from lease transactions:

Year ended December 31, 2019  
Lease Cost  
Operating lease cost  $3,181  
Other information  
(Gains) and losses on sale and leaseback transactions, net —  
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flow from operating leases  3,216  
Right-of-use assets obtained in exchange for new operating lease liabilities  10,173  
Weighted-average remaining lease term - operating leases  4.93 years
Weighted-average discount rate - operating  4.6 %
v3.19.3.a.u2
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Retained Earnings
Accumulated Other Comprehensive Income (Loss)
Common Stock
Treasury Stock
Additional Paid-in Capital
Beginning balance at Dec. 31, 2016 $ 521,033 $ 388,089 $ (6,849) $ 2,117 $ 0 $ 137,676
Beginning balance (in shares) at Dec. 31, 2016       31,757,861 0  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net earnings 90,071 90,071        
Other comprehensive loss, net of cumulative effect of accounting change 5,150 (57) 5,207      
Dividends (13,464) (13,464)        
Treasury shares purchased (1,905)       $ (1,905)  
Treasury shares purchased (in shares)         (23,182)  
Shares and options issued under stock plans and an income tax benefit of $2,546 15,996     $ 18 $ 1,905 14,073
Shares and options issued under stock plans and an income tax benefit (in shares)       261,744 23,182  
Ending balance at Dec. 31, 2017 616,881 464,639 (1,642) $ 2,135 $ 0 151,749
Ending balance (in shares) at Dec. 31, 2017       32,019,605 0  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net earnings 78,573 78,573        
Other comprehensive loss, net of cumulative effect of accounting change (1,960)   (1,960)      
Dividends (15,185) (15,185)        
Treasury shares purchased (1,394)       $ (1,394)  
Treasury shares purchased (in shares)         (16,755)  
Shares and options issued under stock plans and an income tax benefit of $2,546 14,703     $ 16 $ 1,338 13,349
Shares and options issued under stock plans and an income tax benefit (in shares)       237,310 16,049  
Ending balance at Dec. 31, 2018 691,618 528,027 (3,602) $ 2,151 $ (56) 165,098
Ending balance (in shares) at Dec. 31, 2018       32,256,915 (706)  
Increase (Decrease) in Stockholders' Equity [Roll Forward]            
Net earnings 79,671 79,671        
Other comprehensive loss, net of cumulative effect of accounting change (1,962)   (1,962)      
Dividends (16,777) (16,777)        
Treasury shares purchased (21,321)       $ (21,321)  
Treasury shares purchased (in shares)         (240,995)  
Shares and options issued under stock plans and an income tax benefit of $2,546 12,438     $ 10 $ 3,308 9,120
Shares and options issued under stock plans and an income tax benefit (in shares)       148,881 37,822  
Ending balance at Dec. 31, 2019 $ 743,667 $ 590,921 $ (5,564) $ 2,161 $ (18,069) $ 174,218
Ending balance (in shares) at Dec. 31, 2019       32,405,796 (203,879)  
v3.19.3.a.u2
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Current assets:    
Accounts receivable, allowance for doubtful accounts $ 2,080 $ 610
Stockholders’ equity:    
Preferred stock, par value (in dollars per share) $ 25 $ 25
Preferred stock, shares authorized (in shares) 2,000,000 2,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.0667 $ 0.0667
Common stock, shares authorized (in shares) 120,000,000 120,000,000
Common stock, shares issued (in shares) 32,405,796 32,256,915
Common stock, shares outstanding (in shares) 32,201,917 32,256,209
Treasury stock (in shares) 203,879 706
v3.19.3.a.u2
COMMITMENTS AND CONTINGENCIES - Narrative (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
ft²
Dec. 31, 2017
USD ($)
Property, Plant and Equipment [Line Items]      
Rent expense charged to operations | $ $ 3,181 $ 3,917 $ 3,417
Corporate headquarters and laboratory facility      
Property, Plant and Equipment [Line Items]      
Term of contract for operating leases   2 years  
Office space subject to operating lease   20,000  
Corporate headquarters expansion      
Property, Plant and Equipment [Line Items]      
Term of contract for operating leases   2 years 3 months  
Office space subject to operating lease   7,952  
v3.19.3.a.u2
INVENTORIES (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Inventory Disclosure [Abstract]    
Raw materials $ 27,439 $ 23,661
Work in progress 2,102 4,649
Finished goods 54,352 38,877
Total inventories 83,893 67,187
Reserve for inventory $ 4,281 $ 2,575
v3.19.3.a.u2
INTANGIBLE ASSETS (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Goodwill and Intangible Assets Disclosure [Abstract]      
Goodwill $ 523,998 $ 447,995 $ 441,361
Identifiable intangible assets [Abstract]      
Gross carrying amount 323,848 263,790  
Accumulated amortization 179,924 154,385  
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]      
Amortization of identifiable intangible assets 25,789 24,988 $ 26,784
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]      
2020 27,020    
2021 23,246    
2022 21,327    
2023 18,710    
2024 9,759    
Customer relationships and lists      
Identifiable intangible assets [Abstract]      
Gross carrying amount 239,578 192,185  
Accumulated amortization $ 139,863 122,545  
Customer relationships and lists | Minimum      
Identifiable intangible assets [Abstract]      
Amortization period 10 years    
Customer relationships and lists | Maximum      
Identifiable intangible assets [Abstract]      
Amortization period 20 years    
Trademarks & trade names      
Identifiable intangible assets [Abstract]      
Gross carrying amount $ 43,102 39,934  
Accumulated amortization $ 20,477 16,755  
Trademarks & trade names | Minimum      
Identifiable intangible assets [Abstract]      
Amortization period 2 years    
Trademarks & trade names | Maximum      
Identifiable intangible assets [Abstract]      
Amortization period 17 years    
Developed technology      
Identifiable intangible assets [Abstract]      
Gross carrying amount $ 20,206 13,338  
Accumulated amortization $ 11,008 8,604  
Developed technology | Minimum      
Identifiable intangible assets [Abstract]      
Amortization period 5 years    
Developed technology | Maximum      
Identifiable intangible assets [Abstract]      
Amortization period 12 years    
Other      
Identifiable intangible assets [Abstract]      
Gross carrying amount $ 20,962 18,333  
Accumulated amortization $ 8,576 $ 6,481  
Other | Minimum      
Identifiable intangible assets [Abstract]      
Amortization period 3 years    
Other | Maximum      
Identifiable intangible assets [Abstract]      
Amortization period 18 years    
v3.19.3.a.u2
LEASES - Narrative (Details)
12 Months Ended
Dec. 31, 2019
tranche
Lessee, Lease, Description [Line Items]  
Number of tranches 4
Lessee, Operating Lease, Tranche One  
Lessee, Lease, Description [Line Items]  
Discount rate 3.45%
Lessee, Operating Lease, Tranche One | Minimum  
Lessee, Lease, Description [Line Items]  
Term of contract for operating leases 1 year
Lessee, Operating Lease, Tranche One | Maximum  
Lessee, Lease, Description [Line Items]  
Term of contract for operating leases 2 years
Lessee, Operating Lease, Tranche Two  
Lessee, Lease, Description [Line Items]  
Discount rate 4.04%
Lessee, Operating Lease, Tranche Two | Minimum  
Lessee, Lease, Description [Line Items]  
Term of contract for operating leases 3 years
Lessee, Operating Lease, Tranche Two | Maximum  
Lessee, Lease, Description [Line Items]  
Term of contract for operating leases 4 years
Lessee, Operating Lease, Tranche Three  
Lessee, Lease, Description [Line Items]  
Discount rate 4.38%
Lessee, Operating Lease, Tranche Three | Minimum  
Lessee, Lease, Description [Line Items]  
Term of contract for operating leases 5 years
Lessee, Operating Lease, Tranche Three | Maximum  
Lessee, Lease, Description [Line Items]  
Term of contract for operating leases 9 years
Lessee, Operating Lease, Tranche Four  
Lessee, Lease, Description [Line Items]  
Discount rate 5.10%
Term of contract for operating leases 10 years
v3.19.3.a.u2
QUARTERLY FINANCIAL INFORMATION (Tables)
12 Months Ended
Dec. 31, 2019
Quarterly Financial Information Disclosure [Abstract]  
Schedule of Quarterly Financial Information
(In thousands, except per share data)
   20192018
   First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
First
Quarter
Second
Quarter
Third
Quarter
Fourth
Quarter
Net sales  $157,029  $161,554  $158,595  $166,527  $161,410  $163,687  $155,043  $163,539  
Gross profit  49,095  53,918  54,008  54,346  51,459  53,466  48,002  51,325  
Earnings before income taxes  24,793  24,881  24,436  22,368  25,177  25,061  23,529  25,263  
Net earnings  18,783  19,829  20,676  20,383  19,346  19,679  19,214  20,334  
Basic net earnings per common share  $.58  $.62  $.64  $.64  $.60  $.61  $.60  $.63  
Diluted net earnings per common share  $.58  $.61  $.64  $.63  $.60  $.61  $.59  $.63  
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS (Tables)
12 Months Ended
Dec. 31, 2019
Retirement Benefits [Abstract]  
Schedule of Changes in Benefit Obligation
The actuarial recorded liabilities for such unfunded postretirement benefits are as follows:
Change in benefit obligation:
 20192018
Benefit obligation at beginning of year$1,174  $1,573  
Initial adoption of new plan—  —  
Service cost with interest to end of year63  78  
Interest cost39  44  
Participant contributions35  40  
Benefits paid(162) (136) 
Actuarial gain(73) (425) 
Benefit obligation at end of year$1,076  $1,174  
Schedule of Changes in Plan Assets
Change in plan assets:
 20192018
Fair value of plan assets at beginning of year$—  $—  
Employer (reimbursement)/contributions127  96  
Participant contributions35  40  
Benefits paid(162) (136) 
Fair value of plan assets at end of year$—  $—  
Schedule of Amounts Recognized in Consolidated Balance Sheet
Amounts recognized in consolidated balance sheet:
 20192018
Accumulated postretirement benefit obligation$(1,076) $(1,174) 
Fair value of plan assets—  —  
Funded status(1,076) (1,174) 
Unrecognized prior service costN/A  N/A  
Unrecognized net (gain)/lossN/A  N/A  
Net amount recognized in consolidated balance sheet (after ASC 715) (included in other long-term obligations)$1,076  $1,174  
Accrued postretirement benefit cost (included in other long-term obligations)N/A  N/A  
Schedule of Components of Net Periodic Benefit Cost
Components of net periodic benefit cost:
 201920182017
Service cost with interest to end of year$63  $78  $67  
Interest cost39  44  46  
Amortization of prior service credit74  74  74  
Amortization of gain(46) (8) (15) 
Total net periodic benefit cost$130  $188  $172  
Schedule of Estimated Future Employer Contributions and Benefit Payments
Estimated future employer contributions and benefit payments are as follows:
Year 
2020$79  
202167  
202285  
202376  
202499  
Years 2025-2029444  
Summary of Pension Fund The Company does not represent more than 5% of the contributions to this pension fund.
Pension
Fund
EIN/Pension
Plan
Number
Pension Plan Protection Act Zone StatusFIP/RP Status
Pending/ Implemented
Contributions of Balchem CorporationSurcharge
Imposed
Expiration Date of Collective-
Bargaining
Agreement
20192018201920182017
Central States,
Southeast and
Southwest Areas
Pension Fund
36-6044243Critical & Declining as of 1/1/19Critical & Declining as of 1/1/18Implemented$676  $614  $594  No7/11/2020
v3.19.3.a.u2
SEGMENT INFORMATION (Tables)
12 Months Ended
Dec. 31, 2019
Segment Reporting [Abstract]  
Segment Reporting Information, by Segment
The segment information is summarized as follows:

Business Segment Assets
 20192018
HNH$739,030  $702,692  
ANH142,247  136,810  
Specialty Products184,487  59,558  
Industrial Products16,176  22,822  
Other Unallocated (1)
73,742  59,473  
Total$1,155,682  $981,355  

Business Segment Net Sales
 201920182017
HNH$347,433  $341,237  $315,796  
ANH177,557  175,693  157,688  
Specialty Products92,257  75,808  73,355  
Industrial Products26,458  50,941  47,951  
Total$643,705  $643,679  $594,790  

Business Segment Earnings Before Income Taxes

201920182017
HNH$48,429  $48,037  $43,747  
ANH25,868  26,607  22,255  
Specialty Products28,513  25,254  24,908  
Industrial Products3,730  8,988  6,402  
Transaction and integration costs, ERP implementation costs, and unallocated legal fees (2)
(3,436) (1,786) (2,496) 
Unallocated amortization expense (3)
(551) —  —  
Indemnification Settlement (4)
—  —  2,087  
Interest and other expense(6,075) (8,070) (8,415) 
Total$96,478  $99,030  $88,488  


Depreciation/Amortization
 201920182017
HNH$30,558  $33,594  $33,384  
ANH6,552  5,606  5,618  
Specialty Products7,401  4,092  4,097  
Industrial Products518  694  806  
Unallocated amortization expense (3)
551  —  —  
Amortization expense related to deferred financing cost (5)
282  680  474  
Total$45,862  $44,666  $44,379  
Capital Expenditures
 201920182017
HNH$18,159  $8,881  $20,580  
ANH3,921  6,021  4,424  
Specialty Products3,003  2,356  1,306  
Industrial Products707  1,912  1,216  
Total$25,790  $19,170  $27,526  


(1) Other unallocated assets consist of certain cash, capitalized loan issuance costs, other assets, investments, and deferred income taxes, which the Company does not allocate to its individual business segments.
(2) Transaction and integration costs and unallocated legal fees for the years ended December 31, 2019, 2018, and 2017, were primarily related to acquisitions. ERP implementation costs for the years ended December 31, 2019 and 2018 were related to a project in connection with a company-wide ERP system implementation.
(3) Unallocated amortization expense for year ended December 31, 2019 was related to amortization of an intangible asset in connection with a company-wide ERP system implementation.
(4) Indemnification settlement was related to a favorable settlement the Company received relating to the SensoryEffects acquisition.
(5) Amortization expense related to capitalized loan issuance costs was included in interest and other (expense) in Company's consolidated statement of earnings.
v3.19.3.a.u2
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Goodwill (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Goodwill [Roll Forward]    
Goodwill, beginning of period $ 447,995 $ 441,361
Goodwill as a result of the Acquisitions – see Note 2 77,392 6,838
Impact due to change in foreign exchange rates (1,389) (204)
Goodwill, end of period 523,998 447,995
HNH    
Goodwill [Roll Forward]    
Goodwill, beginning of period 405,527  
Goodwill, end of period 423,600 405,527
ANH    
Goodwill [Roll Forward]    
Goodwill, beginning of period 18,578  
Goodwill, end of period 17,189 18,578
Specialty Products    
Goodwill [Roll Forward]    
Goodwill, beginning of period 22,662  
Goodwill, end of period 81,981 22,662
Industrial Products    
Goodwill [Roll Forward]    
Goodwill, beginning of period 1,228  
Goodwill, end of period $ 1,228 $ 1,228
v3.19.3.a.u2
STOCKHOLDERS' EQUITY - Stock-based Compensation (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
plan
shares
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Impact of stock-based compensation cost on net earnings | $ $ (5,884) $ (4,965) $ (3,990)
Number of share-based compensation plans | plan 1    
Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period 3 years    
Performance Shares | Employee      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Vesting period 3 years    
2017 Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of shares authorized for grants (in shares) 1,600,000    
Expiration period of options granted 10 years    
2017 Plan | Non-employee Director      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares purchased under restricted stock purchase agreements, minimum (in shares) 70    
Shares purchased under restricted stock purchase agreements, maximum (in shares) 54,000    
2017 Plan | Stock Options      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Shares available for future awards (in shares) 1,095,144    
1999 Stock Plan      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Number of shares authorized for grants (in shares) 6,000,000    
Cost of sales      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation cost | $ $ 1,147 973 524
Operating expenses      
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
Stock-based compensation cost | $ $ 6,449 $ 5,440 $ 5,736
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS - Narrative (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
plan
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Retirement Benefits [Abstract]      
Number of savings plan | plan 2    
Provision for profit sharing contributions | $ $ 592 $ 825 $ 395
Provision for matching 401(k) savings plan contributions | $ $ 3,451 $ 3,153 $ 2,594
Number of unfunded plans | plan 2    
v3.19.3.a.u2
SEGMENT INFORMATION - Narrative (Details)
12 Months Ended
Dec. 31, 2019
facility
Segment Reporting [Abstract]  
Number of filing facilities 5
Percentage decrease of chlorides released in environment 75.00%
v3.19.3.a.u2
INCOME TAXES - Components of Income Tax Expense (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Current:      
Federal $ 17,757 $ 18,296 $ 20,102
Foreign 1,609 4,060 3,015
State 818 3,880 2,790
Deemed Repatriation 0 (970) 1,389
Deferred:      
Federal (3,707) (3,788) (1,302)
Foreign 67 (69) 62
State 263 (952) (384)
Federal Rate Change 0 0 (27,255)
Total income tax provision $ 16,807 $ 20,457 $ (1,583)
v3.19.3.a.u2
REVENUE (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
USD ($)
Sep. 30, 2019
USD ($)
Jun. 30, 2019
USD ($)
Mar. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
Sep. 30, 2018
USD ($)
Jun. 30, 2018
USD ($)
Mar. 31, 2018
USD ($)
Dec. 31, 2019
USD ($)
revenue_sub-stream
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Disaggregation of Revenue [Line Items]                      
Net sales $ 166,527 $ 158,595 $ 161,554 $ 157,029 $ 163,539 $ 155,043 $ 163,687 $ 161,410 $ 643,705 $ 643,679 $ 594,790
Number of sub-streams of revenue | revenue_sub-stream                 4    
United States                      
Disaggregation of Revenue [Line Items]                      
Net sales                 $ 475,033 482,691 460,599
Foreign Countries                      
Disaggregation of Revenue [Line Items]                      
Net sales                 168,672 160,988 134,191
Product Sales Revenue                      
Disaggregation of Revenue [Line Items]                      
Net sales                 639,345 639,192 590,150
Product Sales                      
Disaggregation of Revenue [Line Items]                      
Net sales                 609,741 607,879 564,027
Co-manufacturing                      
Disaggregation of Revenue [Line Items]                      
Net sales                 24,087 24,259 19,696
Bill and Hold                      
Disaggregation of Revenue [Line Items]                      
Net sales                 3,218 4,612 4,094
Consignment                      
Disaggregation of Revenue [Line Items]                      
Net sales                 2,299 2,442 2,333
Royalty Revenue                      
Disaggregation of Revenue [Line Items]                      
Net sales                 $ 4,360 $ 4,487 $ 4,640
v3.19.3.a.u2
SEGMENT INFORMATION - Depreciation/Amortization (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]      
Depreciation/amortization $ 45,862 $ 44,666 $ 44,379
Amortization expense related to deferred financing cost 282 680 474
Unallocated      
Segment Reporting Information [Line Items]      
Depreciation/amortization 551 0 0
HNH | Operating Segments      
Segment Reporting Information [Line Items]      
Depreciation/amortization 30,558 33,594 33,384
ANH | Operating Segments      
Segment Reporting Information [Line Items]      
Depreciation/amortization 6,552 5,606 5,618
Specialty Products | Operating Segments      
Segment Reporting Information [Line Items]      
Depreciation/amortization 7,401 4,092 4,097
Industrial Products | Operating Segments      
Segment Reporting Information [Line Items]      
Depreciation/amortization $ 518 $ 694 $ 806
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS - Estimated Future Employer Contributions and Benefit Payments (Details)
$ in Thousands
Dec. 31, 2019
USD ($)
Defined Benefit Plan, Expected Future Benefit Payment [Abstract]  
2020 $ 79
2021 67
2022 85
2023 76
2024 99
Years 2025-2029 $ 444
v3.19.3.a.u2
NET EARNINGS PER COMMON SHARE
12 Months Ended
Dec. 31, 2019
Earnings Per Share [Abstract]  
NET EARNINGS PER COMMON SHARE NET EARNINGS PER COMMON SHARE
The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per common share:
Year Ended December 31,
201920182017
Net Earnings - Basic and Diluted$79,671  $78,573  $90,071  
Share (000s)
Weighted Average Common Shares - Basic32,136  32,093  31,839  
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares369  352  391  
Weighted Average Common Shares - Diluted32,505  32,445  32,230  
Net Earnings Per Share - Basic$2.48  $2.45  $2.83  
Net Earnings Per Share - Diluted$2.45  $2.42  $2.79  
The Company had 12,250, 188,470, and 199,010 stock options outstanding at December 31, 2019, 2018 and 2017, respectively that could potentially dilute basic earnings per share in future periods that were not included in diluted earnings per share because their effect on the period presented was anti-dilutive.
The Company has some share-based payment awards that have non-forfeitable dividend rights. These awards are restricted shares and they participate on a one-for-one basis with holders of Common Stock. These awards have an immaterial impact as participating securities with regard to the calculation using the two-class method for determining earnings per share.
v3.19.3.a.u2
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Business Description
Balchem Corporation (“Balchem” or the “Company”), including, unless the context otherwise requires, its wholly-owned subsidiaries, incorporated in the State of Maryland in 1967, is engaged in the development, manufacture and marketing of specialty performance ingredients and products for the food, nutritional, feed, pharmaceutical, agricultural, and medical sterilization industries.
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform with the current period's presentation.

Revenue Recognition

Revenue for each of the Company’s business segments is recognized when control of the promised goods is transferred to our customers, in an amount that reflects the consideration we expect to realize in exchange for those goods. The Company reports amounts billed to customers related to shipping and handling as revenue and includes costs incurred for shipping and handling in cost of sales. Amounts received for unshipped merchandise are not recognized as revenue but rather they are recorded as customer deposits and are included in current liabilities. In instances of shipments made on consignment, revenue is recognized when control is transferred to the customer.

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, was adopted for the fiscal year beginning on January 1, 2018. Per the standard, revenue-generating contracts are assessed to identify distinct performance obligations, allocating transaction prices to those performance obligations, and criteria for satisfaction of a performance obligation. The standard allows for recognition of revenue only when we have satisfied a performance obligation through transferring control of the promised good or service to a customer. Control, in this instance, may mean the ability to prevent other entities from directing the use of, and receiving benefit from, a good or service. The standard indicates that an entity must determine at contract inception whether it will transfer control of a promised good or service over time or satisfy the performance obligation at a point in time through analysis of the following criteria: (i) the entity has a present right to payment, (ii) the customer has legal title, (iii) the customer has physical possession, (iv) the customer has the significant risks and rewards of ownership and (v) the customer has accepted the asset. The Company assesses collectability based primarily on the customer’s payment history and on the creditworthiness of the customer. The impact to revenues as a result of applying ASC 606 was an increase of $338 for the year ended December 31, 2018.

Cash and Cash Equivalents
The Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company has funds in its cash accounts that are with third party financial institutions, primarily in certificates of deposit and money market funds. The Company's balances of cash and cash equivalents in the U.S., Italy, Belgium, Malaysia, Australia, Philippines, and Singapore exceed the Federal Deposit Insurance Corporation (“FDIC”), Fondo Interbancario di Tutela dei Depositi (“FITD”), Financial Services and Markets Authority ("FSMA"), Perbadanan Insurans Deposit Malaysia ("PIDM"), Australian Prudential Regulation Authority ("APRA"), Philippine Deposit Insurance Corporation ("PDIC"), and Singapore Deposit Insurance Corporation ("SDIC") insurance limits, respectively.
Accounts Receivable
Credit terms are granted in the normal course of business to the Company’s customers. On-going credit evaluations are performed on the Company’s customers and credit limits are adjusted based upon payment history and the customer's current credit worthiness, as determined through review of their current credit information. Collections and payments from customers are continuously monitored and allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments are maintained. Estimated losses are based on historical experience and any specific customer collection issues identified.
Inventories
Inventories are valued at the lower of cost (first in, first out or average) or net realizable value and have been reduced by an allowance for excess or obsolete inventories. Cost elements include material, labor and manufacturing overhead.
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost.
Depreciation of plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Buildings
15-25 years
Equipment
2-28 years
Expenditures for repairs and maintenance are charged to expense. Alterations and major overhauls that extend the lives or increase the capacity of plant assets are capitalized. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation are removed from the accounts and any resultant gain or loss is included in earnings from operations.

For the year ended December 31, 2019, we incurred impairment charges of $1,026 in connection with a restructuring in the HNH segment.
Business Concentrations
Financial instruments that subject the Company to credit risk consist primarily of accounts receivable and money market investments. Investments are managed within established guidelines to mitigate risks. Accounts receivable subject the Company to credit risk partially due to the concentration of amounts due from customers. The Company extends credit to its customers based upon an evaluation of the customers’ financial condition and credit histories. The majority of the Company’s customers are major national or international corporations. In 2019, 2018 and 2017, no customer accounted for more than 10% of total net sales.
Goodwill and Acquired Intangible Assets
Goodwill represents the excess of costs over fair value of assets of businesses acquired. ASC 350, “Intangibles-Goodwill and Other,” requires the use of the acquisition method of accounting for a business combination and defines an intangible asset. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are instead assessed for impairment annually and more frequently if events and circumstances indicate that the asset might be impaired, in accordance with the provisions of ASC 350. The Company performs its annual test as of October 1. ASC 350 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 if events and circumstances indicate that the asset might be impaired.

In accordance with ASC 350, the Company first assesses qualitative factors to determine whether it is “more likely than not” (i.e. a likelihood of more than 50%) that the fair values of its reporting units are less than their respective carrying amounts, including goodwill, as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If determined to be necessary, the two-step impairment test shall be used to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). The Company has an unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test.

As of October 1, 2019 and 2018, the Company opted to bypass the qualitative assessment and proceeded directly to performing the first step of the goodwill impairment test. As of October 1, 2019, it assessed the fair values of its reporting units by utilizing the income approach, based on a discounted cash flow valuation model as the basis for its conclusions. The Company’s estimates of future cash flows included significant management assumptions such as revenue growth rates, operating margins, discount rates, estimated terminal values and future economic and market conditions. The Company’s assessment concluded that the fair values of the reporting units exceeded their carrying amounts, including goodwill. Accordingly, the goodwill of the reporting units is not considered impaired. The Company may resume performing the qualitative assessment in subsequent periods.
The Company had goodwill in the amount of $523,998 and $447,995 as of December 31, 2019 and December 31, 2018, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.”
Goodwill at December 31, 2017$441,361  
Goodwill as a result of the Acquisitions - see Note 26,838  
Impact due to change in foreign exchange rates(204) 
Goodwill at December 31, 2018447,995  
Goodwill as a result of the Acquisitions – see Note 277,392  
Impact due to change in foreign exchange rates(1,389) 
Goodwill at December 31, 2019$523,998  

 December 31, 2019December 31, 2018
HNH$423,600  $405,527  
ANH17,189  18,578  
Specialty Products81,981  22,662  
Industrial Products1,228  1,228  
Total$523,998  $447,995  
The following intangible assets with finite lives are stated at cost and are amortized either on an accelerated basis or on a straight-line basis over the following estimated useful lives:
 Amortization Period
(in years)
Customer relationships and lists
10 - 20
Trademarks & trade names
2 - 17
Developed technology
5 - 12
Regulatory registration costs
5 - 10
Patents & trade secrets
15 - 17
Other
 3 - 18

Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances would be established when necessary to reduce deferred tax assets to the amount expected to be realized. In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, our forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

We recognize uncertain income tax positions taken on income tax returns at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a fifty percent likelihood of being sustained.

Our policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision.
Use of Estimates
Management of the Company is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results could differ from those estimates.
Fair Value of Financial Instruments
The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2019 and 2018 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio. The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable and accrued liabilities, and are carried at cost which approximates fair value due to the short-term maturity of these instruments.
In addition, non-current assets includes rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, "Fair Value Measurement."
The Company also has derivative financial instruments, consisting of a cross-currency swap and an interest rate swap, which are included in either derivative asset or derivative liability, in the condensed consolidated balance sheets (see Note 20, "Derivative Instruments and Hedging Activities"). The fair values of these derivative instruments are determined based on Level 2 inputs, using significant inputs that are observable either directly or indirectly, including interest rate curves and implied volatilities.
Cost of Sales
Cost of sales are primarily comprised of raw materials and supplies consumed in the manufacture of product, as well as manufacturing labor, maintenance labor, depreciation expense, and direct overhead expense necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
Selling, General and Administrative Expenses
Selling expenses consist primarily of compensation and benefit costs, amortization of customer relationships and lists, trade promotions, advertising, commissions and other marketing costs. General and administrative expenses consist primarily of payroll and benefit costs, occupancy and operating costs of corporate offices, depreciation and amortization expense on non-manufacturing assets, information systems costs and other miscellaneous administrative costs.
Research and Development
Research and development costs are expensed as incurred.
Net Earnings Per Common Share
Basic net earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share is calculated in a manner consistent with basic net earnings per common share except that the weighted average number of common shares outstanding also includes the dilutive effect of stock options outstanding, unvested restricted stock, and unvested performance shares (using the treasury stock method).
Stock-based Compensation
The Company has stock-based employee compensation plans, which are described more fully in Note 3. The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation,” which requires all share-based payments, including grants of stock options, to be recognized in the income statement as an operating expense, based on their fair values. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes based option-pricing model. Estimates of and assumptions about forfeiture rates, terms, volatility, interest rates and dividend yields are used to calculate stock-based compensation. A significant change to these estimates could materially affect the Company’s operating results.
Impairment of Long-lived Assets
Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair
value of the asset, which is generally based on discounted cash flows. For the year ended December 31, 2019, we incurred impairment charges of $1,026 in connection with a restructuring in the HNH segment.

Derivative Instruments and Hedging Activities

The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In May 2019, the Company entered into an interest rate swap with JP Morgan Chase, N.A. (the "Swap Counterparty") and a cross-currency swap with JP Morgan Chase, N.A. (the "Bank Counterparty"). The Company's primary objective for holding derivative financial instruments is to manage interest rate risk and foreign currency risk. The Company does not enter into derivative financial instruments for trading or speculative purposes.

On May 28, 2019, the Company entered into a pay-fixed, receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023. The Company's risk management objective and strategy with respect to the interest rate swap is to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. The Company is meeting its objective since changes in the cash flows of the interest rate swap are expected to exactly offset the changes in the cash flows attributable to fluctuations in the contractually specified interest rate on the interest payments associated with the Credit Agreement.
At the same time, the Company also entered into a cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas. This derivative has a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023.

The derivative instruments are with the above single counterparty and are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. As such, the derivative instruments are categorized as a master netting arrangement and presented as a net derivative asset or derivative liability on the consolidated balance sheet.

On a quarterly basis, we assess the effectiveness of the hedging relationships for the interest rate swap and cross-currency swap by reviewing the critical terms indicated in the agreement. As of December 31, 2019, we assessed the hedging relationships and determined them to be highly effective. As such, the net change in fair values of the interest rate swap, that qualify as cash flow hedge, was recorded in accumulated other comprehensive income/(loss) and is subsequently reclassified into interest expense as interest payments are made on our debt. For the cross-currency swap, the amounts that have not yet been recognized in earnings remained in the cumulative translation adjustment section of accumulated other comprehensive income until the hedged net investment is sold or liquidated in accordance with paragraphs 815-35-35-5A and 830-30-40-1 through 40-1A. Refer to Note 20, "Derivative Instruments and Hedging Activities" for detailed information about our derivative financial instruments.
New Accounting Pronouncements
Recently Issued Accounting Standards

In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The effective date of this Update is for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Standard may be adopted either using the prospective or retrospective transition approach and could also be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this pronouncement on the Company’s consolidated financial statements and disclosures.
In July 2019, the FASB issued Accounting Standards Update ("ASU") 2019-07, "Codification Updates to SEC Sections," which improved, updated, and simplified regulations on financial reporting and disclosure. The Company does not expect this new guidance to have a significant impact on its financial reporting.
In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.”  The guidance requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancelable term of the cloud computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider.  The effective date of this pronouncement is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.  Early adoption is permitted and the standard may be adopted either using
the prospective or retrospective transition approach.  The Standard Update is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures.

In August 2018, the FASB issued ASU 2018-14, “Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans,” which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans.  The guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant.  This update should be applied on a retrospective basis to all periods presented and is effective for fiscal years ending after December 31, 2020.  Early adoption is permitted.  The Company expects this new guidance will not have a significant impact on its financial reporting.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The guidance was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of companies' risk management activities in its financial statements, as well as simplifying the application of hedge accounting guidance especially in the area of assessment of effectiveness of the hedge. In April 2019, the FASB issued ASU 2019-04, "Codification Improvements to Topic 815, Derivative and Hedging", which further clarified ASU 2017-12. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company has adopted the new standards when it obtained derivative instruments and entered into hedging activities in the second quarter of 2019. Refer to Note 20, "Derivative Instruments and Hedging Activities."

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (ASU 2017-04), which addresses changes to the testing for goodwill impairment by eliminating Step 2 of the process. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted; however, the Company has elected not to adopt early as this ASU will not have a significant impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires that credit losses be reported based on expected losses compared to the current incurred loss model. These updates made several consequential amendments to the Codification which requires the accounting for available-for-sale debt securities to be individually assessed for credit losses when fair value is less than the amortized cost basis. In April, May, and November 2019, the FASB issued Accounting Standards Update ("ASU") 2019-04, 2019-05 and ASU 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses" which further clarifies the ASU 2016-13. The standard is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The Company has completed its impact assessment and does not expect this new guidance to have a significant impact on its financial reporting.

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), which was clarified by ASU 2018-11 and addresses the recognition of assets and liabilities that arise from all leases. The guidance requires lessees to recognize right-of-use ("ROU") assets and lease liabilities for most leases in the Consolidated Balance Sheets and is effective for annual and interim periods beginning after December 15, 2018. The Company adopted the new standard on January 1, 2019 and has elected the optional transition method to account for the impact of the adoption with a cumulative-effect adjustment in the period of adoption. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company has not elected the use-of-hindsight or the practical expedient pertaining to land easements, the latter not being applicable to the Company. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify, which means for those leases that qualify, the Company will not recognize ROU assets or lease liabilities. The Company has also elected the practical expedient to not separate lease and non-lease components for all of its leases. In March 2019, the FASB issued ASU 2019-01, "Leases (Topic 842): Codification Improvements," which further clarifies the determination of fair value of leases and modifies transition disclosure requirements for changes in accounting principles. The effective date of the amendments is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company expects this pronouncement will not have a significant impact on its consolidated financial statements and disclosures. Refer to Note 19, "Leases."
v3.19.3.a.u2
PROPERTY, PLANT AND EQUIPMENT
12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at December 31, 2019 and 2018 are summarized as follows:
 20192018
Land$11,588  $7,965  
Building79,261  67,702  
Equipment237,898  213,909  
Construction in progress14,594  14,750  
 343,341  304,326  
Less: Accumulated depreciation126,482  113,407  
Property, plant and equipment, net$216,859  $190,919  

Geographic Area Data - Long-Lived Assets (excluding intangible assets):
 20192018
United States$178,895  $167,410  
Foreign Countries37,964  23,509  
Total216,859  190,919  
Depreciation expense was $19,791, $18,998 and $17,121 for the years ended December 31, 2019, 2018 and 2017, respectively.

For the year ended December 31, 2019, we incurred impairment charges of $1,026 in connection with a restructuring in the HNH segment.
v3.19.3.a.u2
PROPERTY, PLANT AND EQUIPMENT (Tables)
12 Months Ended
Dec. 31, 2019
Property, Plant and Equipment [Abstract]  
Property, Plant and Equipment
Property, plant and equipment at December 31, 2019 and 2018 are summarized as follows:
 20192018
Land$11,588  $7,965  
Building79,261  67,702  
Equipment237,898  213,909  
Construction in progress14,594  14,750  
 343,341  304,326  
Less: Accumulated depreciation126,482  113,407  
Property, plant and equipment, net$216,859  $190,919  
Schedule of Long-Lived Assets by Geographical Area
Geographic Area Data - Long-Lived Assets (excluding intangible assets):
 20192018
United States$178,895  $167,410  
Foreign Countries37,964  23,509  
Total216,859  190,919  
v3.19.3.a.u2
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Property, Plant and Equipment, Estimated Useful Lives
Depreciation of plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Buildings
15-25 years
Equipment
2-28 years
Summary of Goodwill The Company had goodwill in the amount of $523,998 and $447,995 as of December 31, 2019 and December 31, 2018, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.”
Goodwill at December 31, 2017$441,361  
Goodwill as a result of the Acquisitions - see Note 26,838  
Impact due to change in foreign exchange rates(204) 
Goodwill at December 31, 2018447,995  
Goodwill as a result of the Acquisitions – see Note 277,392  
Impact due to change in foreign exchange rates(1,389) 
Goodwill at December 31, 2019$523,998  

 December 31, 2019December 31, 2018
HNH$423,600  $405,527  
ANH17,189  18,578  
Specialty Products81,981  22,662  
Industrial Products1,228  1,228  
Total$523,998  $447,995  
Intangible Assets, Estimated Useful Lives
The following intangible assets with finite lives are stated at cost and are amortized either on an accelerated basis or on a straight-line basis over the following estimated useful lives:
 Amortization Period
(in years)
Customer relationships and lists
10 - 20
Trademarks & trade names
2 - 17
Developed technology
5 - 12
Regulatory registration costs
5 - 10
Patents & trade secrets
15 - 17
Other
 3 - 18
v3.19.3.a.u2
SUPPLEMENTAL CASH FLOW INFORMATION
12 Months Ended
Dec. 31, 2019
Supplemental Cash Flow Information [Abstract]  
SUPPLEMENTAL CASH FLOW INFORMATION SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
201920182017
Income taxes$21,771  $20,593  $25,845  
Interest$5,674  $6,940  $7,021  
Non-cash financing activities:
 201920182017
Dividends payable$16,855  $15,220  $13,484  
v3.19.3.a.u2
FAIR VALUE OF FINANCIAL INSTRUMENTS
12 Months Ended
Dec. 31, 2019
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2019 and 2018 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio.  The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments. Cash and cash equivalents at December 31, 2019 and 2018 included $808 and $793 in money market funds, respectively.
Non-current assets at December 31, 2019 and December 31, 2018 included $1,982 and $265, respectively, of rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, “Fair Value Measurement.”
The Company also has derivative financial instruments, consisting of a cross-currency swap and an interest rate swap, which are included in derivative assets or derivative liabilities, in the consolidated balance sheets (see Note 20, "Derivative Instruments and
Hedging Activities"). The fair values of these derivative instruments are determined based on Level 2 inputs, using significant inputs that are observable either directly or indirectly, including interest rate curves and implied volatilities.
v3.19.3.a.u2
QUARTERLY FINANCIAL INFORMATION (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Quarterly Financial Information Disclosure [Abstract]                      
Net sales $ 166,527 $ 158,595 $ 161,554 $ 157,029 $ 163,539 $ 155,043 $ 163,687 $ 161,410 $ 643,705 $ 643,679 $ 594,790
Gross profit 54,346 54,008 53,918 49,095 51,325 48,002 53,466 51,459 211,367 204,252 189,009
Earnings before income taxes 22,368 24,436 24,881 24,793 25,263 23,529 25,061 25,177 96,478 99,030 88,488
Net earnings $ 20,383 $ 20,676 $ 19,829 $ 18,783 $ 20,334 $ 19,214 $ 19,679 $ 19,346 $ 79,671 $ 78,573 $ 90,071
Basic net earnings per common share (in dollars per share) $ 0.64 $ 0.64 $ 0.62 $ 0.58 $ 0.63 $ 0.60 $ 0.61 $ 0.60 $ 2.48 $ 2.45 $ 2.83
Diluted net earnings per common share (in dollars per share) $ 0.63 $ 0.64 $ 0.61 $ 0.58 $ 0.63 $ 0.59 $ 0.61 $ 0.60 $ 2.45 $ 2.42 $ 2.79
v3.19.3.a.u2
LEASES (Tables)
12 Months Ended
Dec. 31, 2019
Leases [Abstract]  
Schedule of Lease Cost
For the year ended December 31, 2019, the Company's total lease cost was as follows, which included both amounts recognized in profits or losses during the period and amounts capitalized on the balance sheet, and the cash flows arising from lease transactions:

Year ended December 31, 2019  
Lease Cost  
Operating lease cost  $3,181  
Other information  
(Gains) and losses on sale and leaseback transactions, net —  
Cash paid for amounts included in the measurement of lease liabilities  
Operating cash flow from operating leases  3,216  
Right-of-use assets obtained in exchange for new operating lease liabilities  10,173  
Weighted-average remaining lease term - operating leases  4.93 years
Weighted-average discount rate - operating  4.6 %
v3.19.3.a.u2
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
12 Months Ended
Dec. 31, 2019
Supplemental Cash Flow Information [Abstract]  
Supplemental Cash Flow Information
Cash paid during the year for:
201920182017
Income taxes$21,771  $20,593  $25,845  
Interest$5,674  $6,940  $7,021  
Non-cash financing activities:
 201920182017
Dividends payable$16,855  $15,220  $13,484  
v3.19.3.a.u2
Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Statement of Comprehensive Income [Abstract]      
Net earnings $ 79,671 $ 78,573 $ 90,071
Other comprehensive (loss)/income, net of tax:      
Net foreign currency translation adjustment (891) (2,982) 5,404
Unrealized loss on cash flow hedge, net of taxes of $372 at December 31, 2019 (1,399) 0 0
Net change in postretirement benefit plan, net of taxes of $101, $434, and $207 at December 31, 2019, 2018 and 2017, respectively 328 1,022 (197)
Other comprehensive (loss)/income (1,962) (1,960) 5,207
Comprehensive income $ 77,709 $ 76,613 $ 95,278
v3.19.3.a.u2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Narrative (Details) - Designated as Hedging Instrument - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
May 28, 2019
Interest rate swap    
Derivative [Line Items]    
Notional amount of derivatives   $ 108,569
Interest rate swap | Pay-Fixed Interest Rate    
Derivative [Line Items]    
Fixed interest rate   2.05%
Cross-currency swap    
Derivative [Line Items]    
Notional amount of derivatives   $ 108,569
Cross-currency swap | Pay-Fixed Interest Rate    
Derivative [Line Items]    
Fixed interest rate   0.00%
Cross-currency swap | Receive-Fixed Interest Rate    
Derivative [Line Items]    
Fixed interest rate   2.05%
Interest Expense | Interest rate swap    
Derivative [Line Items]    
Net interest income $ 40  
Interest Expense | Cross-currency swap    
Derivative [Line Items]    
Net interest income $ 1,317  
v3.19.3.a.u2
Cover Page - USD ($)
12 Months Ended
Dec. 31, 2019
Feb. 13, 2020
Jun. 30, 2019
Cover page.      
Document Type 10-K    
Document Annual Report true    
Document Period End Date Dec. 31, 2019    
Document Transition Report false    
Entity File Number 1-13648    
Entity Registrant Name Balchem Corporation    
Entity Incorporation, State or Country Code MD    
Entity Tax Identification Number 13-2578432    
Entity Address, Address Line One 52 Sunrise Park Road    
Entity Address, City or Town New Hampton    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 10958    
City Area Code 845    
Local Phone Number 326-5600    
Title of 12(b) Security Common Stock, par value $.06-2/3 per share    
Trading Symbol BCPC    
Security Exchange Name NASDAQ    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Large Accelerated Filer    
Small Reporting Company false    
Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 3,212,000,000
Entity Common Stock, Shares Outstanding   32,254,855  
Documents Incorporated by Reference Selected portions of the Registrant’s proxy statement for its 2020 Annual Meeting of Stockholders (the “2020 Proxy Statement”) to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after Registrant’s fiscal year-end of December 31, 2019 are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated therein.    
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
Amendment Flag false    
Entity Central Index Key 0000009326    
Current Fiscal Year End Date --12-31    
v3.19.3.a.u2
REVOLVING LOAN (Details) - USD ($)
3 Months Ended 12 Months Ended
Dec. 13, 2019
May 23, 2019
Sep. 30, 2019
Jun. 30, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Jun. 27, 2018
May 07, 2014
Debt Instrument [Line Items]                  
Maximum borrowing capacity               $ 500,000,000  
Outstanding balance         $ 248,569,000 $ 156,000,000      
Capitalized costs net of accumulated amortization         986,000 1,268,000      
Amortization expense pertaining to capitalized costs         $ 282,000 $ 680,000 $ 474,000    
Write off of deferred financing costs       $ 363,000          
Revolving Credit Agreement                  
Debt Instrument [Line Items]                  
Interest rate         2.917%        
Commitment fee percentage         0.175%        
Unused portion of revolving loan         $ 251,431,000        
Revolving Credit Agreement | Minimum                  
Debt Instrument [Line Items]                  
Commitment fee percentage         0.15%        
Revolving Credit Agreement | Maximum                  
Debt Instrument [Line Items]                  
Commitment fee percentage         0.275%        
Term A Loan                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity                 $ 350,000,000
Payments for outstanding balance     $ 15,000,000   $ 210,750,000        
Proceeds from revolving loan $ 45,000,000 $ 108,569,000              
Revolving Credit Facility                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity                 $ 100,000,000
Installment payments required         $ 0        
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS - Assumptions Used in Calculations (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract]    
Trend rate assumed for next fiscal year 5.99%  
Ultimate health care cost trend rate 4.50%  
Effect of one percentage point increase in health care cost trend rates on accumulated postretirement benefit obligation $ 96  
Effect of one percentage point increase in health care cost trend rates on net periodic postretirement benefit cost 14  
Effect of one percentage point decrease in health care cost trend rates on accumulated postretirement benefit obligation 84  
Effect of one percentage point decrease in net periodic postretirement benefit cost $ 12  
Weighted average discount rate used in determining the accumulated postretirement benefit obligation 2.50% 3.50%
v3.19.3.a.u2
STOCKHOLDERS' EQUITY - Restricted Stock and Performance Share Activity (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Dec. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]        
Unrecognized compensation cost related to non-vested shares $ 11,643 $ 8,565 $ 7,742  
Weighted-average period of recognition for unrecognized compensation cost 1 year 6 months      
Scenario, Forecast        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]        
Estimated share-based compensation expense for current fiscal year       $ 8,800
Restricted Stock        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]        
Non-vested balance as of beginning of year (in shares) 79 66 102  
Granted (in shares) 73 42 21  
Vested (in shares) (8) (27) (53)  
Forfeited (in shares) (6) (2) (4)  
Non-vested balance as of end of year (in shares) 138 79 66  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]        
Non-vested balance as of beginning of year (in dollars per share) $ 72.75 $ 65.66 $ 54.18  
Granted (in dollars per share) 85.69 77.50 83.43  
Vested (in dollars per share) 58.52 62.74 51.39  
Forfeited (in dollars per share) 84.65 74.57 55.45  
Non-vested balance as of end of year (in dollars per share) $ 80.03 $ 72.75 $ 65.66  
Performance Shares        
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]        
Non-vested balance as of beginning of year (in shares) 53 39 34  
Granted (in shares) 33 32 16  
Vested (in shares) (9) (15) 0  
Forfeited (in shares) (7) (3) (11)  
Non-vested balance as of end of year (in shares) 70 53 39  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]        
Non-vested balance as of beginning of year (in dollars per share) $ 75.61 $ 72.62 $ 61.06  
Granted (in dollars per share) 81.79 71.27 93.85  
Vested (in dollars per share) 65.54 58.78 0  
Forfeited (in dollars per share) 60.85 72.55 69.25  
Non-vested balance as of end of year (in dollars per share) $ 81.26 $ 75.61 $ 72.62  
v3.19.3.a.u2
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Cash flows from operating activities:      
Net earnings $ 79,671 $ 78,573 $ 90,071
Adjustments to reconcile net earnings to net cash provided by operating activities:      
Depreciation and amortization 45,862 44,666 44,379
Stock compensation expense 7,596 6,413 6,264
Deferred income taxes (3,563) (5,403) (28,777)
Provision for doubtful accounts 1,776 43 69
Foreign currency transaction (gain)/loss 72 (141) 340
Asset impairment charge 1,140 1,801 0
(Gain)/Loss on disposal of assets (3,134) (3,244) 254
Changes in assets and liabilities, net of acquired balances      
Accounts receivable 11,623 (7,773) (3,906)
Inventories (11,401) (6,016) (319)
Prepaid expenses and other current assets 477 1,517 (439)
Accounts payable and accrued expenses 1,134 5,988 1,511
Income taxes (5,664) 1,121 449
Other (1,128) 1,152 722
Net cash provided by operating activities 124,461 118,697 110,618
Cash flows from investing activities:      
Capital expenditures and intangible assets acquired (28,413) (19,723) (28,117)
Cash paid for acquisitions, net of cash acquired (141,062) (17,399) (17,393)
Proceeds from sale of business and assets 11,523 966 22
Proceeds from insurance 2,727 4,165 2,792
Purchase of convertible note (1,000) 0 0
Net cash used in investing activities (156,225) (31,991) (42,696)
Cash flows from financing activities:      
Proceeds from revolving loan 168,569 210,750 25,000
Principal payments on revolving loan (76,000) (54,750) (44,000)
Principal payments on long-term debt 0 (219,500) (43,000)
Principal payment on acquired debt (17,567) (19) (2,384)
Cash paid for financing costs 0 (1,374) 0
Proceeds from stock options exercised 4,839 8,272 9,732
Dividends paid (15,135) (13,432) (12,069)
Purchase of treasury stock (21,321) (1,394) (1,905)
Net cash used in by financing activities 43,385 (71,447) (68,626)
Effect of exchange rate changes on cash (217) (1,407) 2,477
Increase/(Decrease) in cash and cash equivalents 11,404 13,852 1,773
Cash and cash equivalents beginning of period 54,268 40,416 38,643
Cash and cash equivalents end of period $ 65,672 $ 54,268 $ 40,416
v3.19.3.a.u2
PROPERTY, PLANT AND EQUIPMENT - Long-Lived Assets by Geographical Area (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets, excluding intangible assets $ 216,859 $ 190,919
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets, excluding intangible assets 178,895 167,410
Foreign Countries    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Long-lived assets, excluding intangible assets $ 37,964 $ 23,509
v3.19.3.a.u2
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) - Level 1 - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Related rabbi trust assets $ 1,982 $ 265
Money Market Funds    
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]    
Cash and cash equivalents $ 808 $ 793
v3.19.3.a.u2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Gains (Losses) on Hedging Instruments (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Derivative Instruments, Gain (Loss) [Line Items]    
Net investment hedge (cross-currency swap), net of tax $ (262,000)  
Gains and losses from hedging instruments recognized in Accumulated other comprehensive income (loss) (1,661,000)  
Interest rate swap    
Derivative Instruments, Gain (Loss) [Line Items]    
Cash flow hedge (interest rate swap), net of tax (1,399,000)  
Cross-currency swap    
Derivative Instruments, Gain (Loss) [Line Items]    
Net investment hedge (cross-currency swap), net of tax $ (262,000) $ 0
v3.19.3.a.u2
ACCUMULATED OTHER COMPREHENSIVE INCOME
12 Months Ended
Dec. 31, 2019
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
ACCUMULATED OTHER COMPREHENSIVE INCOME ACCUMULATED OTHER COMPREHENSIVE INCOME
The changes in accumulated other comprehensive income (loss) were as follows:
 Years Ended December 31,
 201920182017
Net foreign currency translation adjustment$(891) $(2,982) $5,404  
Net change of cash flow hedge (see Note 20 for further information)
Unrealized loss on cash flow hedge(1,771) —  —  
Tax372  —  —  
Net of tax(1,399) —  —  
Net change in postretirement benefit plan (see Note 15 for further information)
Prior service (credit)/cost and (gain)/loss arising during the period199  522  (49) 
Amortization of prior service credit/(cost)74  74  74  
Amortization of gain/(loss)(46) (8) (15) 
Total before tax227  588  10  
Tax101  434  (207) 
Net of tax328  1,022  (197) 
Total other comprehensive income (loss)$(1,962) $(1,960) $5,207  
Included in "Net foreign currency translation adjustment" was $262 of loss related to a net investment hedge, which included tax of $70 for the year ended December 31, 2019. There was no such activity for the year ended December 31, 2018. See Note 20, "Derivative Instruments and Hedging Activities."

Accumulated other comprehensive income/(loss) at December 31, 2019 consisted of the following:
 Foreign currency
translation
adjustment
Cash flow hedgePostretirement benefit planTotal
Balance December 31, 2018$(4,285) $—  $683  (3,602) 
Other comprehensive (loss)/gain(891) (1,399) 328  (1,962) 
Balance December 31, 2019$(5,176) $(1,399) $1,011  (5,564) 
v3.19.3.a.u2
RELATED PARTY TRANSACTIONS
12 Months Ended
Dec. 31, 2019
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONSThe Company provides services on a contractual agreement to St. Gabriel CC Company, LLC. These services include accounting, information technology, quality control, and purchasing services, as well as operation of the St. Gabriel CC Company, LLC plant. The Company also sells raw materials to St. Gabriel CC Company, LLC. These raw materials are used in the production of finished goods that are, in turn, sold by Saint Gabriel CC Company, LLC to the Company for resale to unrelated parties.  As such, the sale of these raw materials to St. Gabriel CC Company, LLC in this scenario lacks economic substance and therefore the Company does not include them in net sales within the consolidated statements of earnings. The services the Company provided amounted to $3,883, $3,694, and $3,445, respectively, for the years ended December 31, 2019, 2018, and 2017. The raw materials purchased and subsequently sold amounted to $24,786, $31,107, and $23,459, respectively, for the years ended December 31, 2019, 2018, and 2017. These services and raw materials are primarily recorded in cost of goods sold net of the finished goods received from St. Gabriel CC Company, LLC of $18,598, $22,540, and $20,827, respectively for the years ended December 31, 2019, 2018, and 2017. At December 31, 2019 and 2018, the Company had receivables of $4,840 and $3,210, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold and payables of $3,230 and $1,943, respectively, for finished goods received recorded in accrued expenses. The Company had payables in the amount of $366 and $314 related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accrued expenses as of December 31, 2019 and 2018, respectively.
v3.19.3.a.u2
COMMITMENTS AND CONTINGENCIES (Tables)
12 Months Ended
Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]  
Aggregate Future Minimum Rental Payments Required under Non-Cancelable Operating Leases
Aggregate future minimum rental payments required under non-cancelable operating leases at December 31, 2019 are as follows:
Year     
2020$3,214  
20212,243  
20221,695  
20231,259  
20241,051  
Thereafter  3,602  
Total minimum lease payments  $13,064  
v3.19.3.a.u2
REVENUE (Tables)
12 Months Ended
Dec. 31, 2019
Revenue from Contract with Customer [Abstract]  
Disaggregation of Revenue by Source and Geography
The following table presents revenues disaggregated by revenue source (in thousands). Sales and usage-based taxes are excluded from revenues.
 201920182017
Product Sales609,741  607,879  564,027  
Co-manufacturing24,087  24,259  19,696  
Bill and Hold3,218  4,612  4,094  
Consignment2,299  2,442  2,333  
Product Sales Revenue639,345  639,192  590,150  
Royalty Revenue4,360  4,487  4,640  
Total Revenue$643,705  $643,679  $594,790  

The following table presents revenues disaggregated by geography, based on the billing addresses of customers (in thousands):
 201920182017
United States$475,033  $482,691  $460,599  
Foreign Countries168,672  160,988  134,191  
Total$643,705  $643,679  $594,790  
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS - Defined Benefit Pension Plans (Details)
$ in Thousands
12 Months Ended
Dec. 31, 2019
USD ($)
plan
Dec. 31, 2018
USD ($)
Dec. 31, 2017
USD ($)
Multiemployer Plans [Line Items]      
Percentage that plans in the red zone are generally funded, maximum 65.00%    
Percentage that plans in the yellow zone are generally funded, maximum 80.00%    
Percentage increase in contribution rate 4.00% 4.00%  
Number of unfunded plans | plan 2    
Benefit obligation $ 1,076 $ 1,174 $ 1,573
Deferred compensation liability 1,982 265  
Chemogas      
Multiemployer Plans [Line Items]      
Benefit obligation 596    
Central States, Southeast and Southwest Areas Pension Fund      
Multiemployer Plans [Line Items]      
Contributions $ 676 $ 614 $ 594
v3.19.3.a.u2
Consolidated Statements of Stockholders' Equity (Parenthetical) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2017
Dec. 31, 2019
Dec. 31, 2018
Statement of Stockholders' Equity [Abstract]      
Dividends (in dollars per share) $ 0.42 $ 0.52 $ 0.47
Income tax benefit of shares and options issued under stock plans $ 2,546    
v3.19.3.a.u2
STOCKHOLDERS' EQUITY - Repurchase of Common Stock (Details) - $ / shares
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Stockholders' Equity Note [Abstract]      
Number of shares authorized to be repurchased (in shares) 3,763,038    
Aggregate number of shares repurchased since inception (in shares) 2,431,767    
Treasury stock (in shares) 203,879 706  
Number of shares acquired under the stock repurchase plan and subsequently reissued (in shares) 240,995 16,755 23,182
Treasury stock acquired, average cost (in dollars per share) $ 88.47 $ 83.08 $ 82.19
v3.19.3.a.u2
PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Property, Plant and Equipment [Line Items]      
Depreciation expense $ 19,791 $ 18,998 $ 17,121
HNH      
Property, Plant and Equipment [Line Items]      
Impairment charges $ 1,026    
v3.19.3.a.u2
RELATED PARTY TRANSACTIONS (Details) - St. Gabriel CC Company, LLC - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Related Party Transaction [Line Items]      
Finished goods received from related party recorded in cost of goods sold $ 18,598 $ 22,540 $ 20,827
Receivable from related party 4,840 3,210  
Payable to related party 3,230 1,943  
Related party payable recorded in accrued expenses 366 314  
Services Provided      
Related Party Transaction [Line Items]      
Revenues from related party 3,883 3,694 3,445
Raw Materials Sold      
Related Party Transaction [Line Items]      
Revenues from related party $ 24,786 $ 31,107 $ 23,459
v3.19.3.a.u2
Consolidated Statements of Earnings - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Income Statement [Abstract]      
Net sales $ 643,705 $ 643,679 $ 594,790
Cost of sales 432,338 439,427 405,781
Gross margin 211,367 204,252 189,009
Operating expenses:      
Selling expenses 60,932 57,219 54,720
Research and development expenses 11,377 11,592 9,305
General and administrative expenses 36,505 28,341 28,081
Total operating expenses 108,814 97,152 92,106
Earnings from operations 102,553 107,100 96,903
Other expenses:      
Interest expense, net 5,959 7,611 7,532
Other, net 116 459 883
Total other expenses 6,075 8,070 8,415
Earnings before income tax expense 96,478 99,030 88,488
Income tax expense/(benefit) 16,807 20,457 (1,583)
Net earnings $ 79,671 $ 78,573 $ 90,071
Basic net earnings per common share (in dollars per share) $ 2.48 $ 2.45 $ 2.83
Diluted net earnings per common share (in dollars per share) $ 2.45 $ 2.42 $ 2.79
v3.19.3.a.u2
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Fair Value of Derivative Instruments (Details) - USD ($)
$ in Thousands
Dec. 31, 2019
Dec. 31, 2018
Derivative liabilities:    
Derivative liabilities $ 2,103 $ 0
Derivative liabilities    
Derivative liabilities:    
Derivative liabilities 2,103  
Derivative liabilities | Interest rate swap    
Derivative liabilities:    
Derivative liabilities 1,771  
Derivative liabilities | Cross-currency swap    
Derivative liabilities:    
Derivative liabilities $ 332  
v3.19.3.a.u2
NET EARNINGS PER COMMON SHARE (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Earnings (Numerator) [Abstract]                      
Net earnings $ 20,383 $ 20,676 $ 19,829 $ 18,783 $ 20,334 $ 19,214 $ 19,679 $ 19,346 $ 79,671 $ 78,573 $ 90,071
Number of Shares (Denominator) [Abstract]                      
Weighted average common shares - basic (in shares)                 32,136,000 32,093,000 31,839,000
Effect of dilutive securities - stock options, restricted stock, and performance shares (in shares)                 369,000 352,000 391,000
Weighted average common shares - diluted (in shares)                 32,505,000 32,445,000 32,230,000
Per Share Amount [Abstract]                      
Net earnings per share - basic (in dollars per share) $ 0.64 $ 0.64 $ 0.62 $ 0.58 $ 0.63 $ 0.60 $ 0.61 $ 0.60 $ 2.48 $ 2.45 $ 2.83
Net earnings per share - diluted (in dollars per share) $ 0.63 $ 0.64 $ 0.61 $ 0.58 $ 0.63 $ 0.59 $ 0.61 $ 0.60 $ 2.45 $ 2.42 $ 2.79
Stock Options                      
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]                      
Anti-dilutive stock options outstanding, excluded from diluted earnings per share calculation (in shares)                 12,250 188,470 199,010
v3.19.3.a.u2
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Intangible Assets Useful Lives (Details)
12 Months Ended
Dec. 31, 2019
Minimum | Customer relationships and lists  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 10 years
Minimum | Trademarks & trade names  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 2 years
Minimum | Developed technology  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 5 years
Minimum | Regulatory registration costs  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 5 years
Minimum | Patents & trade secrets  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 15 years
Minimum | Other  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 3 years
Maximum | Customer relationships and lists  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 20 years
Maximum | Trademarks & trade names  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 17 years
Maximum | Developed technology  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 12 years
Maximum | Regulatory registration costs  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 10 years
Maximum | Patents & trade secrets  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 17 years
Maximum | Other  
Finite-Lived Intangible Assets [Line Items]  
Useful life of intangible assets 18 years
v3.19.3.a.u2
STOCKHOLDERS' EQUITY - Assumptions Used in Fair Value Determination (Details)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Stock Options      
Weighted Average Assumptions [Abstract]      
Expected Volatility 24.00% 26.80% 30.10%
Expected Term (in years) 4 years 4 years 4 months 24 days 4 years 7 months 6 days
Risk-Free Interest Rate 2.50% 2.60% 1.80%
Dividend Yield 0.60% 0.60% 0.50%
Vesting period 3 years    
Performance Shares | Employee      
Weighted Average Assumptions [Abstract]      
Expected Volatility 24.00% 27.00% 32.00%
Risk-Free Interest Rate 2.50% 2.40% 1.50%
Dividend Yield 0.50% 0.50% 0.60%
Initial total shareholder return percentage (5.90%) (10.50%) 8.20%
Cliff vesting percentage 100.00%    
Vesting period 3 years    
Minimum | Restricted Stock | Employee      
Weighted Average Assumptions [Abstract]      
Vesting period 3 years    
Minimum | Restricted Stock | Non-employee Director      
Weighted Average Assumptions [Abstract]      
Vesting period 3 years    
Maximum | Restricted Stock | Employee      
Weighted Average Assumptions [Abstract]      
Vesting period 4 years    
Maximum | Restricted Stock | Non-employee Director      
Weighted Average Assumptions [Abstract]      
Vesting period 4 years    
v3.19.3.a.u2
SEGMENT INFORMATION - Business Segment Earnings Before Income Tax (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Dec. 31, 2019
Sep. 30, 2019
Jun. 30, 2019
Mar. 31, 2019
Dec. 31, 2018
Sep. 30, 2018
Jun. 30, 2018
Mar. 31, 2018
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]                      
Earnings before income taxes $ 22,368 $ 24,436 $ 24,881 $ 24,793 $ 25,263 $ 23,529 $ 25,061 $ 25,177 $ 96,478 $ 99,030 $ 88,488
Unallocated amortization expense                 (25,789) (24,988) (26,784)
Indemnification settlement                 0 0 2,087
Interest and other (expense)                 (6,075) (8,070) (8,415)
Corporate and Reconciling Items                      
Segment Reporting Information [Line Items]                      
Transaction and integration costs, ERP implementation costs, and unallocated legal fees                 (3,436) (1,786) (2,496)
Unallocated                      
Segment Reporting Information [Line Items]                      
Unallocated amortization expense                 (551) 0 0
HNH | Operating Segments                      
Segment Reporting Information [Line Items]                      
Earnings before income taxes                 48,429 48,037 43,747
ANH | Operating Segments                      
Segment Reporting Information [Line Items]                      
Earnings before income taxes                 25,868 26,607 22,255
Specialty Products | Operating Segments                      
Segment Reporting Information [Line Items]                      
Earnings before income taxes                 28,513 25,254 24,908
Industrial Products | Operating Segments                      
Segment Reporting Information [Line Items]                      
Earnings before income taxes                 $ 3,730 $ 8,988 $ 6,402
v3.19.3.a.u2
EMPLOYEE BENEFIT PLANS - Components of Net Periodic Benefit Cost (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]      
Service cost with interest to end of year $ 63 $ 78 $ 67
Interest cost 39 44 46
Amortization of prior service credit 74 74 74
Amortization of gain (46) (8) (15)
Total net periodic benefit cost $ 130 $ 188 $ 172
v3.19.3.a.u2
ACCUMULATED OTHER COMPREHENSIVE INCOME - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance $ 691,618 $ 616,881 $ 521,033
Other comprehensive (loss)/income (1,962) (1,960) 5,207
Ending balance 743,667 691,618 616,881
Total      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (3,602) (1,642) (6,849)
Ending balance (5,564) (3,602) $ (1,642)
Foreign currency translation adjustment      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance (4,285)    
Other comprehensive (loss)/income (891)    
Ending balance (5,176) (4,285)  
Cash flow hedge      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance 0    
Other comprehensive (loss)/income (1,399)    
Ending balance (1,399) 0  
Postretirement benefit plan      
AOCI Attributable to Parent, Net of Tax [Roll Forward]      
Beginning balance 683    
Other comprehensive (loss)/income 328    
Ending balance $ 1,011 $ 683  
v3.19.3.a.u2
INCOME TAXES - Income Tax Uncertainties (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Reconciliation of Unrecognized Tax Benefits [Roll Forward]      
Balance at beginning of period $ 5,709 $ 4,781 $ 6,637
Increases for tax positions of prior years 431 1,366 393
Decreases for tax positions of prior years (1,978) (1,185) (2,711)
Increases for tax positions related to current year 600 747 462
Balance at end of period $ 4,762 $ 5,709 $ 4,781
v3.19.3.a.u2
INCOME TAXES - Narrative (Details) - USD ($)
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Operating Loss Carryforwards [Line Items]      
Effective tax rate 17.40% 20.70% (1.80%)
Valuation allowance $ 31,000 $ 0  
Interest and penalties 132,000 207,000 $ 94,000
Accrued interest and penalties 1,612,000 $ 1,839,000  
Federal      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards 7,078,000    
State      
Operating Loss Carryforwards [Line Items]      
Operating loss carryforwards $ 7,078,000    
v3.19.3.a.u2
SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($)
$ in Thousands
12 Months Ended
Dec. 31, 2019
Dec. 31, 2018
Dec. 31, 2017
Segment Reporting Information [Line Items]      
Capital expenditures $ 25,790 $ 19,170 $ 27,526
HNH | Operating Segments      
Segment Reporting Information [Line Items]      
Capital expenditures 18,159 8,881 20,580
ANH | Operating Segments      
Segment Reporting Information [Line Items]      
Capital expenditures 3,921 6,021 4,424
Specialty Products | Operating Segments      
Segment Reporting Information [Line Items]      
Capital expenditures 3,003 2,356 1,306
Industrial Products | Operating Segments      
Segment Reporting Information [Line Items]      
Capital expenditures $ 707 $ 1,912 $ 1,216
v3.19.3.a.u2
SIGNIFICANT ACQUISITIONS AND DIVESTITURES
12 Months Ended
Dec. 31, 2019
Business Combinations [Abstract]  
SIGNIFICANT ACQUISITIONS AND DIVESTITURES SIGNIFICANT ACQUISITIONS AND DIVESTITURES
Acquisition

On December 13, 2019, the Company completed the acquisition of Zumbro. The Company made payments of $52,403 on the acquisition date, amounting to $47,058 to the former shareholders and $5,345 to Zumbro's lenders to pay Zumbro debt. Considering the cash acquired of $686, net payments made to the former shareholders were $46,372.

The estimated goodwill of $18,073 arising from the acquisition consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. The goodwill is assigned to HNH and its tax deductibility for income taxes is still being assessed.
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed:
Cash and cash equivalents$686  
Accounts receivable3,380  
Inventories4,517  
Prepaid & other current assets521  
Property, plant and equipment15,245  
Customer relationships8,200  
Developed technology4,400  
Trade name2,300  
Other non-current assets10  
Accounts payable & accrued expenses(1,538) 
Debt(5,345) 
Deferred income taxes(3,391) 
Goodwill18,073  
Amount paid to shareholders47,058  
Zumbro debt paid on purchase date5,345  
Total amount paid on acquisition date$52,403  
The estimated valuation of the fair value of tangible and intangible assets acquired and liabilities assumed are based on management's estimates and assumptions that are subject to change. In preparing our preliminary fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized included cost and market approaches for property, plant and equipment, excess earnings method for customer relationships and the relief from royalty method for other intangible assets. The purchase price and related allocation to assets acquired and liabilities assumed is preliminary pending finalizing actual working capital acquired as of the acquisition date. Additionally, certain intangible assets are not tax deductible and the related deferred tax liabilities are preliminary pending management's final review.
Customer relationships are amortized over a 15-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade name and developed technology are amortized over 10 years and 12 years, respectively, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
The Company is indemnified for tax liabilities prior to the acquisition date. Indemnified tax liabilities will create an indemnification asset (receivable). At this time, an indemnification asset balance has not been established.
On May 27, 2019, the Company acquired 100 percent of the outstanding common shares of Chemogas. The Company made payments of approximately €99,503 (translated to $111,324) on the acquisition date, amounting to approximately €88,579 (translated to $99,102) to the former shareholders and approximately €10,924 (translated to $12,222) to Chemogas' lender to pay Chemogas bank debt. Considering the cash acquired of €3,943 (translated to $4,412), net payments made to the former shareholders were €84,636 (translated to $94,690).
The goodwill of $59,319 arising from the acquisition consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. The goodwill is assigned to the Specialty Products segment and is not tax deductible for income tax purposes.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed:
Cash and cash equivalents$4,412  
Accounts receivable4,176  
Inventories957  
Property, plant and equipment15,972  
Customer relationships39,158  
Developed technology2,461  
Trade name1,119  
Other assets1,491  
Accounts payable(3,261) 
Bank debt(12,222) 
Other liabilities(1,030) 
Pension obligation (net)(594) 
Deferred income taxes(12,856) 
Goodwill59,319  
Amount paid to shareholders99,102  
Chemogas bank debt paid on purchase date12,222  
Total amount paid on acquisition date$111,324  
The estimated valuation of the fair value of tangible and intangible assets acquired and liabilities assumed are based on management’s estimates and assumptions that are subject to change. In preparing our preliminary fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized included cost and market approaches for property, plant and equipment, excess earnings method for customer relationships and the relief from royalty method for other intangible assets. The purchase price and related allocation to assets acquired and liabilities assumed is preliminary pending management's final review of fair value calculations and deferred tax liabilities related to certain non-deductible assets.
Customer relationships are amortized over a 20-year period utilizing an accelerated method based on the estimated average customer attrition rate. Trade name and developed technology are amortized over 2 years and 10 years, respectively, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
The Company is indemnified for tax liabilities prior to the acquisition date. Indemnified tax liabilities will create an indemnification asset (receivable). At this time, an indemnification asset balance has not been established.

In connection with Chemogas and Zumbro acquisitions, the Company incurred transaction and integration costs of $1,947 for the year ended December 31, 2019.

In 2018, the Company, through its subsidiary, Balchem Italia, completed one immaterial acquisition, Bioscreen Technologies Srl.

Total transaction and integration costs related to recent acquisitions, including the Chemogas and Zumbro acquisitions described above, are recorded in general and administrative expenses. These costs amounted to $2,273, $1,786, and $2,163 for the years ended December 31, 2019, 2018 and 2017, respectively.
Divestiture
On September 6, 2019, the Company sold an insignificant portion of its business. As a result of the transaction, the Company recorded a gain on sale, which was immaterial to the consolidated financial statements and included in general and administrative expenses. Operating results for the portion of the business sold were insignificant relative to the Company’s consolidated financial results for year ended December 31, 2019.
v3.19.3.a.u2
INTANGIBLE ASSETS
12 Months Ended
Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS INTANGIBLE ASSETSThe Company had goodwill in the amount of $523,998 and $447,995 as of December 31, 2019 and 2018 subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily the result of the acquisitions of Chemogas and Zumbro, partially offset by a reduction of goodwill related to an insignificant sale of a portion of the Company's business,
with the remaining change due to foreign exchange translation adjustments. Refer to Note 2, "Significant Acquisitions and Divestitures," for more information.

As of December 31, 2019 and 2018, the Company had identifiable intangible assets as follows:
20192018
 Amortization
Period
(In years)
Gross
Carrying
Amount
Accumulated
Amortization
Gross
Carrying
Amount

Accumulated
Amortization
Customer relationships & lists
10-20
$239,578  $139,863  $192,185  $122,545  
Trademarks & trade names
2-17
43,102  20,477  39,934  16,755  
Developed technology
5-12
20,206  11,008  13,338  8,604  
Other
3-18
20,962  8,576  18,333  6,481  
  $323,848  $179,924  $263,790  $154,385  

Amortization of identifiable intangible assets was $25,789, $24,988 and $26,784 for 2019, 2018 and 2017, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, the estimated amortization expense is approximately $27,020 in 2020, $23,246 in 2021, $21,327 in 2022, $18,710 in 2023, and $9,759 in 2024. At December 31, 2019 and 2018, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350, “Intangibles-Goodwill and Other.” Identifiable intangible assets are reflected in the Company’s consolidated balance sheets under Intangible assets with finite lives, net. There were no changes to the useful lives of intangible assets subject to amortization in 2019 and 2018.

The Federal Insecticide, Fungicide and Rodenticide Act, (“FIFRA”), a health and safety statute, requires that certain products within our specialty products segment must be registered with the U.S. Environmental Protection Agency (the "EPA") because they are considered pesticides. Costs of such registrations are included as other in the table above.
v3.19.3.a.u2
INCOME TAXES
12 Months Ended
Dec. 31, 2019
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company’s effective tax rate for 2019, 2018 and 2017 was 17.4%, 20.7%, and (1.8)%, respectively. The decrease from 2018 to 2019 is primarily due to lower international taxes related to the Patent Box Decree as described below, and certain lower U.S. state taxes, partially offset by a reduction in foreign tax credits.

Italy introduced an elective tax regime (“Patent Box Decree”) that allows companies to benefit from a fifty percent exemption from corporate income tax and local tax on income derived from the direct/indirect use of qualifying intellectual property. During 2019, Balchem Italia received the required ad hoc advance tax ruling. The benefit of the Patent Box Decree had a significant beneficial impact on the Company’s effective tax rate for 2019.
Additionally, proposed and final guidance were issued by the U.S. Department of Treasury related to foreign tax credits under the U.S. Tax Cuts and Jobs Act ("U.S. Tax Reform"), which was enacted on December 22, 2017. The Company will continue to evaluate and analyze the impact of the U.S. Tax Reform and the additional guidance that has been issued, and may be issued, by the U.S. Department of Treasury, the SEC, and/or the FASB regarding this act.

The Company has analyzed any potential Base Erosion and Anti-Abuse Tax (“BEAT”) on related-party transactions and determined they met the gross receipts test but did not meet the level of base erosion payments that would subject them to BEAT in 2019.
Income tax expense consists of the following:
 201920182017
Current:   
Federal$17,757  $18,296  $20,102  
Foreign1,609  4,060  3,015  
State818  3,880  2,790  
Deemed Repatriation—  (970) 1,389  
Deferred:
Federal(3,707) (3,788) (1,302) 
Foreign67  (69) 62  
State263  (952) (384) 
Federal Rate Change—  —  (27,255) 
Total income tax provision$16,807  $20,457  $(1,583) 
The provision for income taxes differs from the amount computed by applying the Federal statutory rate of 21% for 2019, 21% for 2018 and 35% for 2017 to earnings before income tax expense due to the following:
 201920182017
Income tax at Federal statutory rate$20,260  $20,796  30,971  
State income taxes, net of Federal income taxes(244) 2,742  708  
Federal Rate Change—  —  (27,255) 
Stock Options(222) (1,293) (2,927) 
GILTI 2,507  1,027  —  
FDII(1,922) —  —  
Deemed Repatriation—  (970) 1,389  
Patent Box Decree (related to prior years)(1,948) —  —  
Foreign Tax Credits(1,125) (1,136) —  
Domestic production activities deduction—  —  (2,382) 
Other(499) (709) (2,087) 
Total income tax provision$16,807  $20,457  $(1,583) 
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and deferred tax liabilities at December 31, 2019 and 2018 were as follows:
 20192018
Deferred tax assets:  
Inventories$1,844  $1,260  
Restricted stock and stock options4,097  3,567  
Lease liabilities1,456  —  
Currency and interest rate swap442  —  
Other3,935  2,885  
Total deferred tax assets11,774  7,712  
Deferred tax liabilities:
Amortization$28,589  $27,080  
Depreciation37,075  23,837  
Prepaid expenses465  —  
Right of use assets1,461  —  
Other584  1,104  
Total deferred tax liabilities68,174  52,021  
Valuation allowance31  —  
Net deferred tax liability$56,431  $44,309  

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. Based upon the level of historical taxable income and projections for future taxable income over the periods in which the deferred tax assets are deductible, management believes it is more likely than not the Company will not realize the benefits of these deductible differences. The amount of deferred tax asset realizable, however, could change if management’s estimate of future taxable income should change.

As of December 31, 2019, the Company has federal and state income tax net operating loss (NOL) carryforwards of $7,078, which will expire in 2034 and are expected to be realized. However, the Company also acquired an insignificant amount of NOL carryforwards with the acquisition of Chemogas. These NOLs are not expected to be realized and therefore a valuation allowance on these items was established as of December 31, 2019. There was no valuation allowance for deferred tax assets as of December 31, 2018.

The Company considers the undistributed earnings of certain non-U.S. subsidiaries to be indefinitely reinvested outside of the United States on the basis of estimates that future domestic cash generation will be sufficient to meet future domestic cash needs and specific plans for reinvestment of those subsidiary earnings. The Company projects that foreign earnings will be utilized offshore for working capital and future foreign growth. The determination of the unrecognized deferred tax liability on those undistributed earnings is not practicable due to the Company's legal entity structure and the complexity of U.S. and local country tax laws. If Balchem decides to repatriate the undistributed foreign earnings, the income tax effects will need to be recognized in the period the Company changes its assertion on indefinite reinvestment.
Provisions of ASC 740-10 clarify whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. A reconciliation of the beginning and ending amount of unrecognized tax benefits, which is included in other long-term obligations on the Company’s consolidated balance sheets, is as follows:
 201920182017
Balance at beginning of period$5,709  $4,781  $6,637  
Increases for tax positions of prior years431  1,366  393  
Decreases for tax positions of prior years(1,978) (1,185) (2,711) 
Increases for tax positions related to current year600  747  462  
Balance at end of period$4,762  $5,709  $4,781  
All of Balchem's unrecognized tax benefits, if recognized in future periods, would impact the Company's effective tax rate in such future periods.
The Company recognizes both interest and penalties as part of the income tax provision. During the years ended December 31, 2019, 2018 and 2017, these amounted to approximately $132, $207 and $94, respectively. As of December 31, 2019 and 2018, accrued interest and penalties were $1,612 and $1,839, respectively.
Balchem files income tax returns in the U.S. and in various states and foreign countries. In the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2015 and management does not anticipate any material change in the total amount of unrecognized tax benefits to occur within the next twelve months.
v3.19.3.a.u2
INVENTORIES (Tables)
12 Months Ended
Dec. 31, 2019
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories at December 31, 2019 and 2018 consisted of the following:
 20192018
Raw materials$27,439  $23,661  
Work in progress2,102  4,649  
Finished goods54,352  38,877  
Total inventories$83,893  $67,187  
v3.19.3.a.u2
BUSINESS DESCRIPTION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
12 Months Ended
Dec. 31, 2019
Accounting Policies [Abstract]  
Principles of Consolidation
Principles of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries. All significant intercompany balances and transactions have been eliminated in consolidation. Certain reclassifications have been made to prior period amounts to conform with the current period's presentation.
Revenue Recognition and Cost of Sales
Revenue Recognition

Revenue for each of the Company’s business segments is recognized when control of the promised goods is transferred to our customers, in an amount that reflects the consideration we expect to realize in exchange for those goods. The Company reports amounts billed to customers related to shipping and handling as revenue and includes costs incurred for shipping and handling in cost of sales. Amounts received for unshipped merchandise are not recognized as revenue but rather they are recorded as customer deposits and are included in current liabilities. In instances of shipments made on consignment, revenue is recognized when control is transferred to the customer.

Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers, was adopted for the fiscal year beginning on January 1, 2018. Per the standard, revenue-generating contracts are assessed to identify distinct performance obligations, allocating transaction prices to those performance obligations, and criteria for satisfaction of a performance obligation. The standard allows for recognition of revenue only when we have satisfied a performance obligation through transferring control of the promised good or service to a customer. Control, in this instance, may mean the ability to prevent other entities from directing the use of, and receiving benefit from, a good or service. The standard indicates that an entity must determine at contract inception whether it will transfer control of a promised good or service over time or satisfy the performance obligation at a point in time through analysis of the following criteria: (i) the entity has a present right to payment, (ii) the customer has legal title, (iii) the customer has physical possession, (iv) the customer has the significant risks and rewards of ownership and (v) the customer has accepted the asset. The Company assesses collectability based primarily on the customer’s payment history and on the creditworthiness of the customer. The impact to revenues as a result of applying ASC 606 was an increase of $338 for the year ended December 31, 2018.
Cost of Sales
Cost of sales are primarily comprised of raw materials and supplies consumed in the manufacture of product, as well as manufacturing labor, maintenance labor, depreciation expense, and direct overhead expense necessary to convert purchased materials and supplies into finished product. Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.
Cash and Cash Equivalents Cash and Cash EquivalentsThe Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents. The Company has funds in its cash accounts that are with third party financial institutions, primarily in certificates of deposit and money market funds. The Company's balances of cash and cash equivalents in the U.S., Italy, Belgium, Malaysia, Australia, Philippines, and Singapore exceed the Federal Deposit Insurance Corporation (“FDIC”), Fondo Interbancario di Tutela dei Depositi (“FITD”), Financial Services and Markets Authority ("FSMA"), Perbadanan Insurans Deposit Malaysia ("PIDM"), Australian Prudential Regulation Authority ("APRA"), Philippine Deposit Insurance Corporation ("PDIC"), and Singapore Deposit Insurance Corporation ("SDIC") insurance limits, respectively.
Accounts Receivable
Accounts Receivable
Credit terms are granted in the normal course of business to the Company’s customers. On-going credit evaluations are performed on the Company’s customers and credit limits are adjusted based upon payment history and the customer's current credit worthiness, as determined through review of their current credit information. Collections and payments from customers are continuously monitored and allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments are maintained. Estimated losses are based on historical experience and any specific customer collection issues identified.
Inventories
Inventories
Inventories are valued at the lower of cost (first in, first out or average) or net realizable value and have been reduced by an allowance for excess or obsolete inventories. Cost elements include material, labor and manufacturing overhead.
Property, Plant and Equipment and Depreciation
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost.
Depreciation of plant and equipment is calculated using the straight-line method over the estimated useful lives of the assets as follows:
Buildings
15-25 years
Equipment
2-28 years
Expenditures for repairs and maintenance are charged to expense. Alterations and major overhauls that extend the lives or increase the capacity of plant assets are capitalized. When assets are retired or otherwise disposed of, the cost of the assets and the related accumulated depreciation are removed from the accounts and any resultant gain or loss is included in earnings from operations.
Business Concentrations
Business Concentrations
Financial instruments that subject the Company to credit risk consist primarily of accounts receivable and money market investments. Investments are managed within established guidelines to mitigate risks. Accounts receivable subject the Company to credit risk partially due to the concentration of amounts due from customers. The Company extends credit to its customers based upon an evaluation of the customers’ financial condition and credit histories. The majority of the Company’s customers are major national or international corporations. In 2019, 2018 and 2017, no customer accounted for more than 10% of total net sales.
Goodwill and Acquired Intangible Assets
Goodwill and Acquired Intangible Assets
Goodwill represents the excess of costs over fair value of assets of businesses acquired. ASC 350, “Intangibles-Goodwill and Other,” requires the use of the acquisition method of accounting for a business combination and defines an intangible asset. Goodwill and intangible assets acquired in a business combination and determined to have an indefinite useful life are not amortized but are instead assessed for impairment annually and more frequently if events and circumstances indicate that the asset might be impaired, in accordance with the provisions of ASC 350. The Company performs its annual test as of October 1. ASC 350 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 if events and circumstances indicate that the asset might be impaired.

In accordance with ASC 350, the Company first assesses qualitative factors to determine whether it is “more likely than not” (i.e. a likelihood of more than 50%) that the fair values of its reporting units are less than their respective carrying amounts, including goodwill, as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. If determined to be necessary, the two-step impairment test shall be used to identify potential goodwill impairment and measure the amount of a goodwill impairment loss to be recognized (if any). The Company has an unconditional option to bypass the qualitative assessment and proceed directly to performing the first step of the goodwill impairment test.

As of October 1, 2019 and 2018, the Company opted to bypass the qualitative assessment and proceeded directly to performing the first step of the goodwill impairment test. As of October 1, 2019, it assessed the fair values of its reporting units by utilizing the income approach, based on a discounted cash flow valuation model as the basis for its conclusions. The Company’s estimates of future cash flows included significant management assumptions such as revenue growth rates, operating margins, discount rates, estimated terminal values and future economic and market conditions. The Company’s assessment concluded that the fair values of the reporting units exceeded their carrying amounts, including goodwill. Accordingly, the goodwill of the reporting units is not considered impaired. The Company may resume performing the qualitative assessment in subsequent periods.
The Company had goodwill in the amount of $523,998 and $447,995 as of December 31, 2019 and December 31, 2018, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.”
Goodwill at December 31, 2017$441,361  
Goodwill as a result of the Acquisitions - see Note 26,838  
Impact due to change in foreign exchange rates(204) 
Goodwill at December 31, 2018447,995  
Goodwill as a result of the Acquisitions – see Note 277,392  
Impact due to change in foreign exchange rates(1,389) 
Goodwill at December 31, 2019$523,998  

 December 31, 2019December 31, 2018
HNH$423,600  $405,527  
ANH17,189  18,578  
Specialty Products81,981  22,662  
Industrial Products1,228  1,228  
Total$523,998  $447,995  
The following intangible assets with finite lives are stated at cost and are amortized either on an accelerated basis or on a straight-line basis over the following estimated useful lives:
 Amortization Period
(in years)
Customer relationships and lists
10 - 20
Trademarks & trade names
2 - 17
Developed technology
5 - 12
Regulatory registration costs
5 - 10
Patents & trade secrets
15 - 17
Other
 3 - 18
Income Taxes
Income Taxes

Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the fiscal year in which those temporary differences are expected to be recovered or settled. Valuation allowances would be established when necessary to reduce deferred tax assets to the amount expected to be realized. In evaluating our ability to recover our deferred tax assets, in full or in part, we consider all available positive and negative evidence, including our past operating results, our forecast of future market growth, forecasted earnings, future taxable income, and prudent and feasible tax planning strategies. The assumptions utilized in determining future taxable income require significant judgment and are consistent with the plans and estimates we are using to manage the underlying businesses.

We recognize uncertain income tax positions taken on income tax returns at the largest amount that is more likely than not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a fifty percent likelihood of being sustained.

Our policy for recording interest and penalties associated with uncertain tax positions is to record such items as a component of our income tax provision.
Use of Estimates
Use of Estimates
Management of the Company is required to make certain estimates and assumptions during the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and revenues and expenses during the reporting period. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the consolidated financial statements in the period they are determined to be necessary. Actual results could differ from those estimates.
Fair Value of Financial Instruments Fair Value of Financial Instruments
The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at December 31, 2019 and 2018 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio. The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable and accrued liabilities, and are carried at cost which approximates fair value due to the short-term maturity of these instruments.
In addition, non-current assets includes rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, "Fair Value Measurement."
The Company also has derivative financial instruments, consisting of a cross-currency swap and an interest rate swap, which are included in either derivative asset or derivative liability, in the condensed consolidated balance sheets (see Note 20, "Derivative Instruments and Hedging Activities"). The fair values of these derivative instruments are determined based on Level 2 inputs, using significant inputs that are observable either directly or indirectly, including interest rate curves and implied volatilities.
Selling, General and Administrative Expenses
Selling, General and Administrative Expenses
Selling expenses consist primarily of compensation and benefit costs, amortization of customer relationships and lists, trade promotions, advertising, commissions and other marketing costs. General and administrative expenses consist primarily of payroll and benefit costs, occupancy and operating costs of corporate offices, depreciation and amortization expense on non-manufacturing assets, information systems costs and other miscellaneous administrative costs.
Research and Development
Research and Development
Research and development costs are expensed as incurred.
Net Earnings Per Common Share
Net Earnings Per Common Share
Basic net earnings per common share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted net earnings per common share is calculated in a manner consistent with basic net earnings per common share except that the weighted average number of common shares outstanding also includes the dilutive effect of stock options outstanding, unvested restricted stock, and unvested performance shares (using the treasury stock method).
Stock-based Compensation
Stock-based Compensation
The Company has stock-based employee compensation plans, which are described more fully in Note 3. The Company accounts for stock-based compensation in accordance with ASC 718, “Compensation-Stock Compensation,” which requires all share-based payments, including grants of stock options, to be recognized in the income statement as an operating expense, based on their fair values. The Company estimates the fair value of each option award on the date of grant using a Black-Scholes based option-pricing model. Estimates of and assumptions about forfeiture rates, terms, volatility, interest rates and dividend yields are used to calculate stock-based compensation. A significant change to these estimates could materially affect the Company’s operating results.
Impairment of Long-lived Assets
Impairment of Long-lived Assets
Long-lived assets, such as property, plant, and equipment, and purchased intangibles subject to amortization, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair
value of the asset, which is generally based on discounted cash flows.
Derivative Instruments and Hedging Activities
Derivative Instruments and Hedging Activities

The Company is exposed to market fluctuations in interest rates as well as variability in foreign exchange rates. In May 2019, the Company entered into an interest rate swap with JP Morgan Chase, N.A. (the "Swap Counterparty") and a cross-currency swap with JP Morgan Chase, N.A. (the "Bank Counterparty"). The Company's primary objective for holding derivative financial instruments is to manage interest rate risk and foreign currency risk. The Company does not enter into derivative financial instruments for trading or speculative purposes.

On May 28, 2019, the Company entered into a pay-fixed, receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023. The Company's risk management objective and strategy with respect to the interest rate swap is to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a portion of its outstanding debt. The Company is meeting its objective since changes in the cash flows of the interest rate swap are expected to exactly offset the changes in the cash flows attributable to fluctuations in the contractually specified interest rate on the interest payments associated with the Credit Agreement.
At the same time, the Company also entered into a cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas. This derivative has a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023.

The derivative instruments are with the above single counterparty and are subject to a contractual agreement that provides for the net settlement of all contracts through a single payment in a single currency in the event of default on or termination of any one contract. As such, the derivative instruments are categorized as a master netting arrangement and presented as a net derivative asset or derivative liability on the consolidated balance sheet.
On a quarterly basis, we assess the effectiveness of the hedging relationships for the interest rate swap and cross-currency swap by reviewing the critical terms indicated in the agreement. As of December 31, 2019, we assessed the hedging relationships and determined them to be highly effective. As such, the net change in fair values of the interest rate swap, that qualify as cash flow hedge, was recorded in accumulated other comprehensive income/(loss) and is subsequently reclassified into interest expense as interest payments are made on our debt. For the cross-currency swap, the amounts that have not yet been recognized in earnings remained in the cumulative translation adjustment section of accumulated other comprehensive income until the hedged net investment is sold or liquidated in accordance with paragraphs 815-35-35-5A and 830-30-40-1 through 40-1A. Refer to Note 20, "Derivative Instruments and Hedging Activities" for detailed information about our derivative financial instruments.
New Accounting Pronouncements
New Accounting Pronouncements
Recently Issued Accounting Standards

In December 2019, the FASB issued Accounting Standards Update ("ASU") 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes." The amendments in this Update simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The effective date of this Update is for fiscal years beginning after December 15, 2020, and interim periods within those fiscal years. Early adoption is permitted. The Standard may be adopted either using the prospective or retrospective transition approach and could also be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. The Company is currently evaluating the impact of this pronouncement on the Company’s consolidated financial statements and disclosures.
In July 2019, the FASB issued Accounting Standards Update ("ASU") 2019-07, "Codification Updates to SEC Sections," which improved, updated, and simplified regulations on financial reporting and disclosure. The Company does not expect this new guidance to have a significant impact on its financial reporting.
In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract.”  The guidance requires implementation costs incurred by customers in cloud computing arrangements to be deferred over the noncancelable term of the cloud computing arrangements plus any optional renewal periods (1) that are reasonably certain to be exercised by the customer or (2) for which exercise of the renewal option is controlled by the cloud service provider.  The effective date of this pronouncement is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years.  Early adoption is permitted and the standard may be adopted either using
the prospective or retrospective transition approach.  The Standard Update is not expected to have a significant impact on the Company’s consolidated financial statements and disclosures.

In August 2018, the FASB issued ASU 2018-14, “Disclosure Framework-Changes to the Disclosure Requirements for Defined Benefit Plans,” which modifies the disclosure requirements for employers that sponsor defined benefit pension or other postretirement benefit plans.  The guidance removes disclosures that are no longer considered cost beneficial, clarifies the specific requirements of disclosures and adds disclosure requirements identified as relevant.  This update should be applied on a retrospective basis to all periods presented and is effective for fiscal years ending after December 31, 2020.  Early adoption is permitted.  The Company expects this new guidance will not have a significant impact on its financial reporting.

In August 2017, the FASB issued ASU No. 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The guidance was issued with the objective of improving the financial reporting of hedging relationships to better portray the economic results of companies' risk management activities in its financial statements, as well as simplifying the application of hedge accounting guidance especially in the area of assessment of effectiveness of the hedge. In April 2019, the FASB issued ASU 2019-04, "Codification Improvements to Topic 815, Derivative and Hedging", which further clarified ASU 2017-12. The amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company has adopted the new standards when it obtained derivative instruments and entered into hedging activities in the second quarter of 2019. Refer to Note 20, "Derivative Instruments and Hedging Activities."

In January 2017, the FASB issued ASU No. 2017-04, “Simplifying the Test for Goodwill Impairment” (ASU 2017-04), which addresses changes to the testing for goodwill impairment by eliminating Step 2 of the process. The guidance is effective for annual and interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted; however, the Company has elected not to adopt early as this ASU will not have a significant impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments", which requires that credit losses be reported based on expected losses compared to the current incurred loss model. These updates made several consequential amendments to the Codification which requires the accounting for available-for-sale debt securities to be individually assessed for credit losses when fair value is less than the amortized cost basis. In April, May, and November 2019, the FASB issued Accounting Standards Update ("ASU") 2019-04, 2019-05 and ASU 2019-11, "Codification Improvements to Topic 326, Financial Instruments - Credit Losses" which further clarifies the ASU 2016-13. The standard is effective for interim and annual periods beginning after December 15, 2019 with early adoption permitted. The Company has completed its impact assessment and does not expect this new guidance to have a significant impact on its financial reporting.

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (“ASU 2016-02”), which was clarified by ASU 2018-11 and addresses the recognition of assets and liabilities that arise from all leases. The guidance requires lessees to recognize right-of-use ("ROU") assets and lease liabilities for most leases in the Consolidated Balance Sheets and is effective for annual and interim periods beginning after December 15, 2018. The Company adopted the new standard on January 1, 2019 and has elected the optional transition method to account for the impact of the adoption with a cumulative-effect adjustment in the period of adoption. The new standard provides a number of optional practical expedients in transition. The Company has elected the “package of practical expedients”, which permits it not to reassess under the new standard its prior conclusions about lease identification, lease classification and initial direct costs. The Company has not elected the use-of-hindsight or the practical expedient pertaining to land easements, the latter not being applicable to the Company. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for all leases that qualify, which means for those leases that qualify, the Company will not recognize ROU assets or lease liabilities. The Company has also elected the practical expedient to not separate lease and non-lease components for all of its leases. In March 2019, the FASB issued ASU 2019-01, "Leases (Topic 842): Codification Improvements," which further clarifies the determination of fair value of leases and modifies transition disclosure requirements for changes in accounting principles. The effective date of the amendments is for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. The Company expects this pronouncement will not have a significant impact on its consolidated financial statements and disclosures. Refer to Note 19, "Leases."