BALCHEM CORP
10-Q, 1999-05-17
CHEMICALS & ALLIED PRODUCTS
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                                    FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549



(Mark One)        Quarterly Report Pursuant To Section 13 Or 15 (d) of
   [ X ]          The Securities Exchange Act of 1934

                  For The Quarterly Period Ended March 31, 1999

                                       or

   [   ]          Transition Report Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

           For the transition period from ____________ to ____________

                         Commission File Number 1-13648

                               BALCHEM CORPORATION
             (Exact name of registrant as specified in its charter)

            Maryland                                            13-2578432
- --------------------------------------------------------------------------------
(State or other jurisdiction of                             (I.R.S. Employer 
incorporation or organization)                            Identification Number)

P.O. Box 175 Slate Hill, New York                                 10973
- --------------------------------------------------------------------------------
(Address of principal executive offices)                        (Zip Code)

                                  914-355-5300
               Registrant's telephone number, including area code:

Indicate  by a check  mark  whether  the  registrant  (1) has filed all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant  was  required  to file such  reports),  and (2) has been  subject to
filing requirements for the past 90 days.

                           Yes      [ X ]       No   [   ]


As of April 28, 1999, the  registrant had 4,885,477  shares of its Common Stock,
$.06 2/3 par value, outstanding.
<PAGE>
Part I Financial Information
Item 1. Financial Statements
<TABLE>
<CAPTION>

                                         BALCHEM CORPORATION
                                Condensed Consolidated Balance Sheets
                           (In thousands, except share and per share data)


                                                                             Unaudited
                          Assets                                 March 31, 1999   December 31, 1998
                          ------                                 --------------   -----------------       
 
Current assets:
<S>                                                                     <C>                <C>        
Cash and cash equivalents .....................................         $ 1,689            $ 1,348    
Trade accounts receivable, less allowance for doubtful accounts           3,416              3,283    
Inventories ...................................................           2,921              2,875    
Prepaid expenses ..............................................             329                476    
Deferred income taxes .........................................             220                219    
Other current assets ..........................................            --                  198    
                                                                        -------            -------    
Total current assets ..........................................           8,575              8,399    
                                                                        -------            -------    
                                                                                                      
Property, plant and equipment, net of accumulated depreciation            8,009              8,103    
                                                                                                      
Intangible assets, net of accumulated amortization ............           5,863              6,139    
Other assets ..................................................               1                  7    
                                                                                                      
                                                                        =======            =======    
Total assets ..................................................         $22,448            $22,648    
                                                                        =======            =======    
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               BALCHEM CORPORATION
                                      Condensed Consolidated Balance Sheets
                                 (In thousands, except share and per share data)

                                                                                     Unaudited
               Liabilities and Stockholders' Equity                     March 31, 1999       December 31, 1998
               ------------------------------------                     --------------       ------------------ 
<S>                                                                      <C>                       <C>    
Current liabilities:
Accounts payable and accrued expenses ............................       $    1,696                $    1,478 
Accrued compensation and other benefits ..........................              367                       601 
Dividends payable ................................................             --                         160 
Income taxes payable .............................................              235                      --   
Current portion of  long-term debt ...............................              600                     1,200 
Current portion of other long-term obligations ...................               40                        43 
                                                                         ----------                ---------- 
Total current liabilities ........................................            2,938                     3,482 
                                                                         ----------                ---------- 
                                                                                                              
Long-term debt ...................................................            2,150                     2,550 
Deferred income taxes ............................................              488                       525 
Deferred  compensation ...........................................              120                       135 
Other long-term obligations ......................................              171                       181 
                                                                         ----------                ---------- 
                                                                              2,929                     3,391 
                                                                         ----------                ---------- 
                                                                                                              
                                                                         ----------                ---------- 
Total liabilities ................................................            5,867                     6,873 
                                                                         ----------                ---------- 
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                               BALCHEM CORPORATION
                                      Condensed Consolidated Balance Sheets
                                 (In thousands, except share and per share data)

                                                                                      Unaudited
                                                                        March 31, 1999       December 31, 1998
                                                                        --------------       ------------------ 
<S>                                                                      <C>                       <C>             
Stockholders' equity:                                                                                         
Preferred stock, $25 par value.  Authorized 2,000,000                                                         
shares;  none issued and outstanding  Common stock,                                                           
$.06 2/3 par value. Authorized 10,000,000 shares;                                                             
issued and outstanding 4,885,477 shares at                                                                    
March 31, 1999 and 4,875,914 shares at December 31, 1998 .........              326                       325 
Additional paid-in capital .......................................            2,838                     2,783 
Retained earnings ................................................           13,417                    12,667 
                                                                         ----------                ---------- 
Total stockholders' equity .......................................           16,581                    15,775 
                                                                         ----------                ---------- 
                                                                                                              
                                                                         ==========                ========== 
Total liabilities & stockholders' equity .........................       $   22,448                $   22,648 
                                                                         ==========                ========== 
                                                                                                   
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>

                               BALCHEM CORPORATION
                 Condensed Consolidated Statements of Operations
                      (In thousands, except per share data)

                                                                  Unaudited

                                                             Three Months Ended
                                                                 March 31,
                                                           1999                1998
                                                          -------             ------ 
<S>                                                       <C>                 <C>   
Net sales ..........................................      $7,047              $7,735

Cost of sales ......................................       4,207               4,514
                                                          ------              ------

Gross margin .......................................       2,840               3,221

Operating expenses:
Selling expenses ...................................         641                 743
Research and development expenses ..................         289                 284
General and administrative expenses ................         704                 882
                                                          ------              ------
Total operating expenses ...........................       1,634               1,909

                                                          ------              ------
Income from operations .............................       1,206               1,312

Other expenses - net:

Interest expense - net .............................          43                  28
Other expense - net ................................        --                    13
                                                          ------              ------
Total other expenses - net .........................          43                  41

                                                          ------              ------
Earnings before income taxes .......................       1,163               1,271

Income taxes .......................................         413                 440
                                                          ------              ------

Net earnings .......................................      $  750              $  831
                                                          ======              ======

Basic net earnings per common share (note 3) .......      $ 0.15              $ 0.17
                                                          ======              ======

Diluted net earnings per common share (note 3) .....      $ 0.15              $ 0.17
                                                          ======              ======
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
<PAGE>
<TABLE>
<CAPTION>

                               BALCHEM CORPORATION
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                                                Unaudited
                                                                ---------
                                                            Three Months Ended
                                                                March 31,
                                                             1999         1998
                                                           --------     ------- 
<S>                                                        <C>          <C>    
Cash flows from operating activities:

Net earnings .........................................     $   750      $   831

Adjustments to reconcile net income
to net cash provided by operating
activities:
Depreciation and amortization ........................         509          333
Non-employee stock compensation ......................          22           29
Employee non-cash compensation .......................          49           54
Provision for deferred income taxes ..................         (38)         (48)
Loss on sale of equipment ............................        --             19
Changes in assets and liabilities:
Accounts receivable ..................................        (133)        (911)
Inventories ..........................................         (46)        (735)
Prepaid expenses and other ...........................         345          359
Accounts payable and accrued expenses ................         (31)         521
Income taxes  payable ................................         235          341
Deferred compensation payable ........................         (15)          (8)
                                                           -------      -------
Net cash flows provided by operating activities ......       1,647          785
                                                           -------      -------

Cash  flows from investing activities:
Proceeds from sale of property, plant and equipment ..        --             15
Capital expenditures .................................        (137)        (156)
Investments  in other assets .........................          (2)        (312)
                                                           -------      -------
Net cash flows used in investing activities ..........        (139)        (453)
                                                           -------      -------

Cash  flows from  financing  activities:
Principal payments on long-term debt .................      (1,000)        (350)
Stock options and warrants exercised .................           7           22
Dividends paid .......................................        (160)        (159)
Other financing activities ...........................         (14)         (13)
                                                           -------      -------
Net cash flows used in financing activities ..........      (1,167)        (500)

                                                           -------      -------
Increase (decrease) in cash and cash equivalents .....         341         (168)

Cash and cash equivalents beginning of year ..........       1,348          736
                                                           -------      -------
                                                           =======      =======
Cash and cash equivalents end of period ..............     $ 1,689      $   568
                                                           =======      =======
</TABLE>
     See accompanying notes to condensed consolidated financial statements.
<PAGE>
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
- ----------------------------------------------------

The  condensed  consolidated  financial  statements  presented  herein have been
prepared by the Company in accordance with the accounting  policies described in
its  December  31,  1998  Annual  Report  on Form  10-K  and  should  be read in
conjunction with the notes to consolidated  financial statements which appear in
that report.

In the opinion of management,  the unaudited  condensed  consolidated  financial
statements  furnished in this Form 10-Q include all adjustments  necessary for a
fair  presentation  of the financial  position,  results of operations  and cash
flows for the interim periods  presented.  All such  adjustments are of a normal
recurring  nature.  The condensed  consolidated  financial  statements have been
prepared in accordance  with the  instructions to Form 10-Q and therefore do not
include some  information and notes  necessary to conform with annual  reporting
requirements.  The results of  operations  for the three  months ended March 31,
1999 are not necessarily  indicative of the operating  results  expected for the
full year.

NOTE 2 - INVENTORIES
- --------------------

Inventories at March 31, 1999 and December 31, 1998 consist of the following:

                            March 31, 1999            December 31, 1998 
                            --------------            ----------------- 
Raw Materials               $        1,163            $           1,025 
Finished Goods                       1,758                        1,850 
                            $        2,921            $           2,875 
                                                      
NOTE 3 - NET EARNINGS PER SHARE
- -------------------------------

Net earnings per share are calculated in accordance  with SFAS No.128  "Earnings
Per  Share."  The  following  presents a  reconciliation  of the  numerator  and
denominator used in calculating basic and diluted net earnings per share:
<TABLE>
<CAPTION>
                                                                                        Number of 
                                                                    Income               Shares          Per Share
Three months ended March 31, 1999                                (Numerator)          (Denominator)        Amount
- ---------------------------------                                ----------            ------------        ------  
<S>                                                                 <C>                <C>                  <C> 
Basic EPS - Net earnings and weighted average common
shares outstanding                                                  $  750             4,880,892            $.15

Effect of dilutive securities - stock options                                             25,532
                                                                                       ---------     
Diluted EPS - Net earnings and weighted average 
common shares  outstanding  and effect of stock options             $  750             4,906,424            $.15
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
                                                                                        Number of 
                                                                    Income               Shares          Per Share
Three months ended March 31, 1998                                (Numerator)          (Denominator)        Amount
- ---------------------------------                                ----------            ------------        ------  
<S>                                                                 <C>                <C>                  <C> 
Basic EPS - Net earnings and weighted average common
shares outstanding                                                  $  831             4,798,180            $.17

Effect of dilutive securities - stock options                                             82,509
                                                                                       ---------      

Diluted EPS - Net earnings and weighted average 
common shares  outstanding  and effect of stock options
                                                                    $  831             4,880,689            $.17
 
</TABLE>

NOTE 4 - SEGMENT INFORMATION
- ----------------------------

The Company's  reportable segments are strategic businesses that offer different
products  and  services.  Presently,  the Company has two  reportable  segments,
Specialty Products and Encapsulated Products.

Business Segment Net Revenues:
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                              March 31,
                                                       1999               1998
 <S>                                            <C>                <C>         
Specialty Products                              $      4,837       $      4,917
Encapsulated Products                                  2,210              2,818
- --------------------------------------------------------------------------------
Total                                           $      7,047       $      7,735
- --------------------------------------------------------------------------------


Business Segment Profit (Loss):
<CAPTION>
- --------------------------------------------------------------------------------
                                                          Three Months Ended
                                                              March 31,
                                                       1999               1998
- --------------------------------------------------------------------------------
Specialty Products                              $      1,298       $      1,026
Encapsulated Products                                    (92)               286
Interest expense and other income (expense)              (43)               (41)
- -------------------------------------------------------------------------------- 
Earnings before income taxes                    $      1,163       $      1,271
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
NOTE 5 - SUPPLEMENTAL CASH FLOW INFORMATION
- -------------------------------------------

Cash paid during the three months ended March 31, 1999 and 1998 for income taxes
and interest is as follows:
<TABLE>
<CAPTION>

- --------------------------------------------------------------------------------
                                                         Three Months Ended
                                                              March 31,
                                                         1999            1998
- --------------------------------------------------------------------------------
<S>                                             <C>                <C>       
Income taxes                                    $       18         $       45
Interest                                        $       54         $       27
- --------------------------------------------------------------------------------
</TABLE>
<PAGE>
Item 2 - Management's Discussion and Analysis of Financial Condition and 
         Results of Operations

         This Report contains forward-looking statements,  within the meaning of
Section 21E of the  Securities  Exchange Act of 1934, as amended,  which reflect
the Company's  expectation or belief concerning future events that involve risks
and  uncertainties.  The actions and  performance  of the Company  could  differ
materially from what is contemplated by the forward-looking statements contained
in this Report.  Factors which might cause differences from the  forward-looking
statements  include  those  referred to or identified in Item 1 of the Company's
Annual  Report  on Form  10-K for the year  ended  December  31,  1998 and other
factors which may be identified  elsewhere in this Report.  Reference  should be
made to such factors and all  forward-looking  statements are qualified in their
entirety by the above cautionary statements.

         Balchem  Corporation  is engaged in the  development,  manufacture  and
marketing of specialty  performance  ingredients  for the food, feed and medical
sterilization  industries.  The Company operates in two business  segments,  the
micro-encapsulation  of performance  ingredients  (the  "encapsulated  products"
segment) and the repackaging and marketing of high quality  specialty gases (the
"specialty products" segment).

                        (All dollar amounts in thousands)
Results of Operations:

Three months ended March 31, 1999 as compared  with three months ended March 31,
1998
- --------------------------------------------------------------------------------

         Net sales for the three  months  ended  March 31,  1999 were  $7,047 as
compared to $7,735 for the three months ended March 31, 1998, a decrease of $688
or 9%. Net sales for the  specialty  products  segment were $4,837 for the three
months  ended March 31, 1999 as  compared to $4,917 for the three  months  ended
March 31, 1998, a decrease of 2% or $80. This decline was attributable primarily
to a decrease in volumes sold of the Company's ethylene oxide product. Net sales
for the  encapsulated  products  segment  were $2,210 for the three months ended
March 31, 1999 as compared to $2,818 for the three months ended March 31, 1998 a
decrease of 22% or $608.  This  decrease was  primarily  the result of decreased
volumes sold of products in the  international  food  markets due to  purchasing
patterns and inventory level adjustments of certain larger customers.

         Cost of sales increased 1.3 percentage points as a percent of sales for
the three  months  ended March 31, 1999 as  compared to the three  months  ended
March 31, 1998. The increase was primarily  attributable to higher costs related
to the mix of products  sold during the three months ended March 31, 1999 in the
encapsulated  products segment and additional  amortization  expense  associated
with the early purchase  price buy-out option under the agreement  pertaining to
the 1994  acquisition by the specialty  products segment as more fully described
in Liquidity and Capital Resources below.

         Operating  expenses for the three months ended March 31, 1999 decreased
to $1,634 from $1,909 for the three  months  ended March 31, 1998, a decrease of
$275 or 14%. The decrease in operating  expenses was  primarily  the result of a
decrease in consulting fees in the specialty  products segment,  decreased costs
associated  with the  Company's  medical plan and  decreases in  recruiting  and
relocation expenses for both of the Company's business segments.
<PAGE>
         Earnings before income taxes for the specialty products segment for the
three months ended March 31, 1999 was $1,298 as compared to $1,025 for the three
months ended March 31, 1998.  The increase in earnings  before  income taxes was
the direct  result of the  ongoing  cost  containment  efforts  in the  selling,
general and  administrative  areas  implemented by management in the prior year.
Earnings (loss) before income taxes for the  encapsulated  products  segment for
the three  months ended March 31, 1999 was a $92 loss as compared to a profit of
$287 for the three months  ended March 31,  1998.  The loss for the three months
ended March 31, 1999 can primarily be  attributed to the decreased  volumes sold
of products in the  international  food markets as described above. In addition,
during the three  months  ended March 31, 1999 and the three  months ended March
31, 1998, the Company spent $289 and $284,  respectively,  on  Company-sponsored
research and development  programs  substantially  all of which pertained to the
Company's encapsulated products segment. In particular, the Company continues to
incur  considerable  development  expenses  in the  gathering  of  data  for its
encapsulated  choline chloride product for animal feed from university  studies,
commercial  field trials and potential  customers,  to accelerate  the marketing
effort for this product.

         Income from  operations  for the three  months ended March 31, 1999 was
$1,163 as  compared  to $1,271 for the three  months  ended  March 31,  1998,  a
decrease of 8% or $108.

         Net  earnings  were $750 for the three  months  ended March 31, 1999 as
compared to $831 for the three months ended March 31, 1998. Net interest expense
for the three months ended March 31, 1999 totaled $43 as compared to $28 for the
three  months ended March 31,  1998.  The  increase in interest  expense was the
result of a higher  average  debt  balance for the three  months ended March 31,
1999 due to the exercise of the early  purchase  price buy-out  option under the
agreement  pertaining to the 1994 acquisition by the specialty  products segment
as more fully described in Liquidity and Capital Resources below.

Liquidity and Capital Resources

         Cash flow from operating  activities provided  approximately $1,647 for
the three  months  ended March 31, 1999 as compared to $785 for the three months
ended  March 31,  1998.  Improvements  in cash flow for this  period of time are
primarily  the  result  of  reductions  in  inventory  and  accounts  receivable
balances.

         Capital  expenditures  were $137 for the three  months  ended March 31,
1999. Capital expenditures are projected to be approximately $700 for 1999.

         On June 16, 1994, the Company purchased certain tangible and intangible
assets for one of its packaged  specialty  ingredients for $1,500 in cash. Under
the  agreement,  the Company  was also  required  to pay  contingent  amounts to
compensate  the  seller  for  the  purchase  of the  seller's  customer  list in
accordance  with a formula based on profits  derived from sales of the specialty
packaged  product.  On June 25, 1998, the Company  elected to exercise the early
payment  option  under the  agreement  resulting in a final  Company  payment of
$3,700 to the seller. The Company has no further purchase price obligation under
the agreement.  The Company capitalized  approximately $3,982 in connection with
this acquisition in 1998.

          In connection with the exercise of the early payment option  described
above,  the Company borrowed an additional  $3,000 during 1998.  Long-term debt,
including the current portion, totaled $2,750 at March 31, 1999.
<PAGE>
         The Company  knows of no current or pending  demands on or  commitments
for its liquid assets that will  materially  affect its  liquidity.  The Company
currently has approval for a $2,000 line of credit from its  principal  bank all
of which was available at March 31, 1999.

Year 2000 Issue

         The Company has conducted a  comprehensive  review of its operations to
identify  those  systems  that could be affected by the "Year 2000"  issue.  The
review  covered  information  systems,  mainframe  and personal  computers,  the
Company's  product  research and  development  facilities and its  manufacturing
operations.  The Year 2000 issue is the general  term used to  describe  various
problems   that  may  result  from  the   improper   processing   of  dates  and
date-sensitive  calculations  by computers and other  machinery,  as a result of
computer  programs being written using two digits rather than four to define the
applicable year. Any of the Company's computer programs or any hardware that has
date-sensitive software or embedded chips may recognize a date using "00" as the
year 1900 rather than the year 2000.  This could  result in a system  failure or
miscalculations  causing  disruptions  of  operations,  including,  among  other
things, production difficulties,  or an inability to process transactions,  send
invoices, or engage in similar normal business activities.

         Management  presently  believes  that  the  Company  has  substantially
completed  its Year  2000  planning  for its  internal  systems  and  facilities
utilizing both internal and external  resources.  The Company has  implemented a
new computer network throughout the organization and is currently implementing a
Year 2000  compliant  version of its core business  software.  It is anticipated
that Year 2000 compliance  efforts will be completed by mid-1999,  allowing time
for testing.  The  Company's  information  systems  include  sales,  production,
administrative and financial applications. In the event one of these systems was
to fail, the Company's ability to capture, schedule and fulfill customer demands
might be impaired.

         The cost of the  Company's  Year  2000  project  is  expected  to range
between  $75 and $140.  Approximately  $60 of this amount was  incurred  through
March 31, 1999.  The remainder of the estimated  cost of the project is expected
to be incurred  throughout  1999.  The  foregoing  costs do not include  Company
internal  costs,  which are  principally  the payroll costs for those  employees
working on Year 2000 related  matters.  Such  employees are otherwise  full-time
employees  of the  Company  who have not been hired  specifically  for Year 2000
related matters and accordingly,  such costs have not been tracked. Costs of the
Year 2000 project have been expensed as incurred.

         The  Company is  currently  reviewing  its  external  relationships  to
address potential Year 2000 issues arising from  relationships  with significant
suppliers,  service  providers and  customers.  The Company has mailed Year 2000
questionnaires  to significant  suppliers and service providers and is reviewing
responses to these  questionnaires.  The Company will also be contacting several
significant customers regarding such customers' readiness.

         To the  extent  practicable,  contingency  plans  will be put in  place
during 1999 in the event that the Company  determines  that it is at significant
risk in  regard  to  suppliers,  customers  or its  own  internal  hardware  and
software. Contingency plans may include, but will not be limited to, stockpiling
raw materials,  increasing  finished goods inventory  levels,  consideration  of
alternative sources of supply, customer communication plans, manually performing
certain functions and plant and business response plans.
<PAGE>
         In  general,  the  Company's  plans are  intended to provide a means of
managing  risk,  but cannot  eliminate the potential for disruption due to third
party failure.  The Company  believes that due to the  widespread  nature of the
potential Year 2000 issues, its contingency planning is an ongoing process which
will  require  further   consideration   as  the  Company   obtains   additional
information.  Although not currently anticipated,  the Company believes that the
most  reasonably  likely worst case scenario  resulting  from Year 2000 problems
would be a slowdown or temporary cessation of manufacturing operations at one or
both of the Company's  facilities due to one or more of the Company's  specialty
product vendors'  inability to supply material to the Company in a timely manner
and/or the  unavailability  of regularly  used  transportation  sources for both
incoming and outgoing  shipments of the  Company's  raw  materials  and finished
products. Manufacturing and shipping operations could also be adversely impacted
by a disruption in utility services.  The Company has not yet developed specific
contingency  plans in the event of a Year 2000  failure  caused by a supplier or
third  party,  but would  attempt to do so if a specific  problem is  identified
through the program described above. In some cases, particularly with respect to
its utility  vendors,  alternative  suppliers may not be available and effective
contingency plans may not be feasible.

         The failure to correct a material Year 2000 problem  could,  of course,
result in an interruption in, or failure of, certain normal business  activities
or operations.  Such failures could and the scenario  described in the preceding
paragraph would, materially and adversely affect the Company. Due to the general
uncertainty  inherent  in the Year  2000  problem,  resulting  largely  from the
uncertainty  of the  Year  2000  readiness  of the  Company's  suppliers,  other
third-party providers and customers,  the Company is unable to determine at this
time whether the consequences of Year 2000 failures will have a material adverse
impact on the Company.

Impact of Recent Accounting Standards

         In June 1998, the Financial Accounting Standards Board issued Statement
No. 133  "Accounting  for Derivative  Instruments  and Hedging  Activities."  It
requires  that  an  entity   recognize  all  derivatives  as  either  assets  or
liabilities in the statement of financial position and measure those instruments
at fair value.  This  statement is effective  for all fiscal  quarters of fiscal
years beginning after June 15, 1999.  Adoption of this statement is not expected
to have a material  effect on the  Company's  financial  position  or results of
operations in the year of adoption.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

         In the normal  course of  operations,  the Company is exposed to market
risks arising from adverse changes in interest rates. Market risk is defined for
these  purposes as the  potential  change in the fair value of debt  instruments
resulting from an adverse  movement in interest rates. As of March 31, 1999, the
Company's  only  borrowings  were under a bank term loan which bears interest at
LIBOR plus 1%. A 100 basis  point  increase in  interest  rates,  applied to the
Company's  borrowings  at March 31, 1999,  would result in an increase in annual
interest  expense and a  corresponding  reduction in cash-flow of  approximately
$28. The Company's short-term working capital borrowings have historically borne
interest  based on the prime rate.  The Company  believes  that its  exposure to
market risk relating to interest rate risk is not material.

         The Company  has no  derivative  financial  instruments  or  derivative
commodity  instruments,  nor  does the  Company  generally  have  any  financial
instruments  entered  into for trading or hedging  purposes.  Foreign  sales are
generally  billed  in U.S.  dollars.  The  Company  believes  that its  business
operations  are not exposed in any material  respect to market risk  relating to
foreign currency exchange risk or commodity price risk.
<PAGE>
Part II. Other Information

         Item 6.           Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  10.1.1   Amendment  to  Incentive  Stock  Option  Plan  of the
                           Company,  as amended  (incorporated  by  reference to
                           Exhibit 4.2.1 to the Company's Registration Statement
                           on Form S-8, as filed on May 12, 1999).*

                  10.3.1   First Amendment to Balchem Corporation  401(k)/Profit
                           Sharing Plan,  dated April 29, 1999  (incorporated by
                           reference to Exhibit 4.2 to Post-Effective  Amendment
                           No. 1 to the Company's Registration Statement on Form
                           S-8, as filed on May 11, 1999, File No.  333-44489). 
                          
                  10.7     Balchem  Corporation 1999 Stock Plan (incorporated by
                           reference to Proxy  Statement,  dated April 23, 1999,
                           for   the   Company's    1999   Annual   Meeting   of
                           Stockholders).*

                  27       Financial Data Schedule.

         (b)      Reports on Form 8-K

                  No  Reports on Form 8-K were filed  during the  quarter  ended
                  March 31, 1999.

- -----------------

                  *        Each  of  the  Exhibits  noted  by an  asterisk  is a
                           management compensatory plan or arrangement.


<PAGE>


                                   SIGNATURES

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




         BALCHEM CORPORATION



         By:/s/ Dino A. Rossi
         --------------------
         Dino A. Rossi, President,
         Chief Executive Officer and
         Principal Financial Officer

         Date: May 14, 1999



<PAGE>

                                  EXHIBIT INDEX

Exhibit

10.1.1   Amendment  to Incentive  Stock  Option Plan of the Company,  as amended
         (incorporated   by  reference  to  Exhibit   4.2.1  to  the   Company's
         Registration Statement on Form S-8, as filed on May 12, 1999).

10.3.1   First  Amendment to Balchem  Corporation  401(k)/Profit  Sharing  Plan,
         dated  April 29,  1999  (incorporated  by  reference  to Exhibit 4.2 to
         Post-Effective  Amendment No. 1 to the Company's Registration Statement
         on Form S-8, as filed on May 11, 1999, File No. 333-44489). 

10.7     Balchem Corporation 1999 Stock Plan (incorporated by reference to Proxy
         Statement,  dated April 23, 1999, for the Company's 1999 Annual Meeting
         of Stockholders).

27       Financial Data Schedule.


<TABLE> <S> <C>

<ARTICLE> 5
       
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<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1999
<PERIOD-END>                               MAR-31-1999
<CASH>                                           1,689
<SECURITIES>                                         0
<RECEIVABLES>                                    3,416
<ALLOWANCES>                                         0
<INVENTORY>                                      2,921
<CURRENT-ASSETS>                                 8,575
<PP&E>                                          14,276
<DEPRECIATION>                                   6,267
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<CURRENT-LIABILITIES>                            2,938
<BONDS>                                              0
                                0
                                          0
<COMMON>                                           326
<OTHER-SE>                                      16,255
<TOTAL-LIABILITY-AND-EQUITY>                    22,448
<SALES>                                          7,047
<TOTAL-REVENUES>                                 7,047
<CGS>                                            4,207
<TOTAL-COSTS>                                    5,841
<OTHER-EXPENSES>                                    43
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                   0
<INCOME-PRETAX>                                  1,163
<INCOME-TAX>                                       413
<INCOME-CONTINUING>                                750
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<CHANGES>                                            0
<NET-INCOME>                                       750
<EPS-PRIMARY>                                     0.15
<EPS-DILUTED>                                     0.15
        

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