BCPC 10-K Annual Report Dec. 31, 2019 | Alphaminr

BCPC 10-K Fiscal year ended Dec. 31, 2019

BALCHEM CORP
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PROXIES
DEF 14A
Filed on April 26, 2024
DEF 14A
Filed on April 28, 2023
DEF 14A
Filed on April 29, 2022
DEF 14A
Filed on April 26, 2021
DEF 14A
Filed on April 27, 2020
DEF 14A
Filed on April 29, 2019
DEF 14A
Filed on May 1, 2018
DEF 14A
Filed on April 27, 2017
DEF 14A
Filed on April 28, 2016
DEF 14A
Filed on April 27, 2015
DEF 14A
Filed on May 1, 2014
DEF 14A
Filed on May 6, 2013
DEF 14A
Filed on April 27, 2012
DEF 14A
Filed on April 28, 2011
DEF 14A
Filed on April 30, 2010
TABLE OF CONTENTS
Part IItem 1. Business (all Amounts in Thousands, Except Share and Per Share Data)Item 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For The Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1 - Business Description and Summary Of Significant Accounting PoliciesNote 2 Significant Acquisitions and DivestituresNote 3 - Stockholders EquityNote 4 - InventoriesNote 5 - Property, Plant and EquipmentNote 6 - Intangible AssetsNote 7 Equity-method InvestmentNote 8 Revolving LoanNote 9 - Net Earnings Per Common ShareNote 10 - Income TaxesNote 11 - Segment InformationNote 12 - RevenueNote 13 - Supplemental Cash Flow InformationNote 14 Accumulated Other Comprehensive IncomeNote 15 - Employee Benefit PlansNote 16 - Commitments and ContingenciesNote 17 Fair Value Of Financial InstrumentsNote 18 Related Party TransactionsNote 19 LeasesNote 20 Derivative Instruments and Hedging ActivitiesNote 21 - Quarterly Financial Information (unaudited)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers Of The Registrant, and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement Schedules

Exhibits

3.2 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Companys definitive proxy statement on Schedule 14A filed with the Commission on April 25, 2008). 3.3 Balchem Corporation Articles of Amendment (incorporated by reference to Exhibit A to the Companys definitive proxy statement on Schedule 14A filed with the Commission on April 28, 2011). 3.4 By-laws of the Company, as amended and restated as of December 17, 2019 (incorporated by reference to Exhibit 3.2 to the Companys Current Report on Form 8-K dated December 19, 2019). 10.2 Balchem Corporation Second Amended and Restated 1999 Stock Plan, (incorporated by reference to the Companys Registration Statement on Form S-8, File No. No. 333-155655, dated November 25, 2008, and to Proxy Statement, dated April 25, 2008, for the Companys 2008 Annual Meeting of Stockholders).* 10.3 Form of Restricted Stock Grant Agreement and Stock Option Agreementunder the Balchem Corporation Second Amended and Restated 1999 Stock Plan(incorporated by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K for the year ended December 31, 2012). 10.4 Employment Agreement, dated as of April 22, 2016, between the Company and Theodore L. Harris (incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for theQuarterly Period Ended June 30, 2016).* 10.5 Balchem Corporation 2017 Omnibus Incentive Plan (incorporated by reference to theCompany's Registration Statement on Form S-8, File No. 333-219722, dated August 4, 2017and Appendix A to the Company's Proxy Statement on Schedule 14A, filed April 27, 2017). 10.6 Forms of Restricted Stock Grant Agreement, Performance Share Unit Grant Agreement and Stock Option Agreement under the Balchem Corporation 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for the year ended December 31, 2018). 10.7 Credit Agreement dated June 27,2018 among Balchem Corporation, the Domestic Guarantors (as defined in the Credit Agreement), JPMorgan Chase Bank, N.A., as administrative agent, and the Lenders guarantors (as defined in the Credit Agreement) (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K dated July 5, 2018). 10.8 Security and Pledge Agreement dated June 27, 2018 among Balchem Corporation, the Domestic Guarantors and JPMorgan Chase Bank, N.A., (incorporated by reference to Exhibit 4.2 to the Company's Current Report on Form 8-K dated July 5, 2018). 10.9 Offer Letter, dated as of January 10, 2019, between the Company and Martin Bengtsson (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K dated February 4, 2019). 10.10 Securities Purchase Agreement among (a) Balchem, (b) Chemogas Gilde B.V., a limited liability company organized and existing under the laws of The Netherlands, (c) Dirk Battig, (d) Dirk Van den Borre, (e) Eric Matthijs, (f) Christophe Marque, (g) Adamo Pia (h) Jurgen De Smet, and (i) Sebastien Verwilghen, dated as of May 2, 2019 (incorporated by reference to the Companys Current Report on Form 8-K dated May 6, 2019) (certain exhibits and schedules to the Securities Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and the Company will furnish a copy of any such omitted exhibit or Schedule to the SEC upon Request)). 10.11 Equity Purchase Agreement relating to the Equity Interests of Zumbro River Brand, Inc. and Prairie Resources, LLC dated as of December 13, 2019 (incorporated by reference to the Companys Current Report on Form 8-K Dated December 18, 2019) (certain exhibits and schedules to the Equity Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K and the Company will furnish a copy of any such omitted exhibit or Schedule to the SEC upon Request)). 21 Subsidiaries of Registrant. 23.1 Consent of RSM US LLP, Independent Registered Public Accounting Firm. 31.1 Certification of Chief Executive Officer Certification of Chief Executive Officer pursuant to Rule 13a-14(a). 31.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(a). 32.1 Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. 32.2 Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.