-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UBOY52M4gCEdW7UqU0HX6P0NmFVhFbibuDwHEfOnzkp0fF4Jzc6gNYyWOrUV1jLS rcLpFgk3EkiaQV42zvAeow== 0000914317-03-003093.txt : 20031028 0000914317-03-003093.hdr.sgml : 20031028 20031028134812 ACCESSION NUMBER: 0000914317-03-003093 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031028 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031028 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALCHEM CORP CENTRAL INDEX KEY: 0000009326 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 132578432 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13648 FILM NUMBER: 03960474 BUSINESS ADDRESS: STREET 1: P O BOX 175 CITY: SLATE HILL STATE: NY ZIP: 10973 BUSINESS PHONE: 9143555345 MAIL ADDRESS: STREET 1: P O BOX 175 CITY: SLATE HILL STATE: NY ZIP: 10973 8-K 1 form8k-55173_balchem.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (date of earliest event reported): October 28, 2003 Balchem Corporation (Exact name of registrant as specified in its charter) Maryland 1-13648 13-257-8432 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) dentification Number) P.O. Box 600, New Hampton, NY 10958 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (845) 326-5600 Item 7 Financial Statements and Exhibits (c) Exhibits 99 Press Release of Balchem Corporation dated October 28, 2003, reporting Balchem's financial results for the third quarter of 2003. Item 12. Results of Operations and Financial Condition The following information is being furnished pursuant to "Item 12 Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. On October 28, 2003, Balchem Corporation issued a press release announcing its financial results for the third quarter of 2003. A copy of the press release is attached as Exhibit 99 to this report. SIGNATURE Under the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the authorized undersigned. BALCHEM CORPORATION By:/s/ Dino A. Rossi --------------------------- Dino A. Rossi, President, Chief Executive Officer EX-99.1 3 exhibit99-1.txt Dated: October 28, 2003 EXHIBIT INDEX Exhibit No. Description 99 Press Release of Balchem Corporation dated October 28, 2003, reporting Balchem's financial results for the third quarter of 2003. October 28, 2003 BALCHEM CORPORATION (BCP - AMEX) -------------------------------- Reported as follows (unaudited) for the Quarter ended September 30, 2003 ($000 Omitted Except for Net Earnings Per Share) For the Three Months Ended September 30, ---------------------------------------- 2003 2002 ---- ---- Net Sales $ 15,791 $ 15,784 Gross Profit 4,657 5,998 Operating Expenses 3,260 2,594 --------- ----------- Earnings from Operations 1,397 3,404 Other Expense 62 91 --------- ----------- Earnings Before Income Tax Expense 1,335 3,313 Income Tax Expense 468 1,159 --------- ----------- Net Earnings $ 867 $ 2,154 ========= =========== Basic Net Earnings Per Common Share $ 0.18 $ 0.45 Diluted Net Earnings Per Common Share $ 0.17 $ 0.43 For the Nine Months Ended September 30, --------------------------------------- 2003 2002 ---- ---- Net Sales $ 45,467 $ 45,842 Gross Profit 15,796 17,856 Operating Expenses 8,879 8,362 --------- ----------- Earnings from Operations 6,917 9,494 Other Expense 206 270 --------- ----------- Earnings Before Income Tax Expense 6,711 9,224 Income Tax Expense 2,470 3,427 --------- ----------- Net Earnings $ 4,241 $ 5,797 ========= =========== Basic Net Earnings Per Common Share $ 0.88 $ 1.22 Diluted Net Earnings Per Common Share $ 0.85 $ 1.17 BALCHEM CORPORATION (Amex:BCP) Page 2 - ------------------------------ Net sales for the third quarter of 2003 and 2002 respectively were comparable at $15.8 million. Net earnings for the third quarter of 2003 was $.9 million, or $0.17 per diluted share, compared to net earnings of $2.2 million, or $0.43 per diluted share, for the year-ago period. The ARC Specialty Products segment generated a new quarterly record in net sales of $6.7 million, an increase of 22.2% over the prior year comparable quarter. This result was largely driven by increased sales volume of ethylene oxide for medical device sterilization in both our drum cylinders and the new smaller ethylene oxide canisters in support of a supply agreement with a Fortune 200 company. The BCP Ingredients Unencapsulated Feed Supplements segment generated $3.1 million in net sales, for an increase of 15.9% over sales of the prior year comparable quarter, principally as a result of increased sales volume in liquid and dry choline chloride for the poultry and swine industries as well as other derivative products. The Encapsulated/Nutritional Products segment continued to experience slowness, with net sales of $6.0 million in the third quarter, a decline of 21.2% from the prior year comparable quarter. This segment continued to experience softness in the U.S. and International food markets, as well as Animal Nutrition and Health, contributing to a quarter of lower volume and relatively weak average prices due to product and customer mix. The Encapsulated/Nutritional Products segment continues to see conservative purchasing patterns as customers have reduced inventory levels on existing product lines and postpone marketing expenditures on new product launches in the U.S. food market. We continue to be impacted by domestic food customers who have struggled with competition from less expensive store brands, which is heightening the competitive nature of our business. Of particular significance, the prior year quarter included substantial sales to a single domestic food customer in support of a new product launch. While this customer's product continues to be in distribution, the Company has not realized any additional sales of its product to this customer since 2002. This accounted for approximately 80% of the sales shortfall for the quarter ending September 2003. During the quarter ended June 30, 2003 and continuing into the quarter ended September 30, 2003, the U.S. dairy industry began to show signs of improvement. However, sales of our Reashure(R) product for the animal nutrition and health industry continued to be soft into the third quarter. Consolidated gross profit in the quarter ended September 30, 2003 declined $1.3 million, or 22.4%, over the comparable prior year period due to the decline in sales volume and lower margin product mix in the Encapsulated/Nutritional Products segment as noted above. These lower sales levels, coupled with a designed reduction in inventory levels in this one segment, negatively impacted the company's gross margins due to the resulting reduced utilization of plant manufacturing capacity. Operating (Selling, R&D, and Administrative) expenses were $3.3 million in the quarter, or 20.6% of net sales, as compared to 16.4% of net sales in the prior year quarter. During the quarter, the Company continued to realize significant increases in employee medical claims under our self-insurance program, as well as increases in the Company's general business insurance premiums. The decision to reduce inventory levels, as previously mentioned in the September 18, 2003 outlook, while generating unfavorable manufacturing variances, strengthened the balance sheet of the Company. Cash flow continued to be strong in the quarter, as the Company reduced long-term debt by $0.4 million and funded from operations $0.6 million of capital projects that are focused on growth areas of the business. Our cash position has now improved approximately $3.0 million over our December 2002 balance. BALCHEM CORPORATION (Amex:BCP) Page 3 - ------------------------------ For the nine months ended September 30, 2003, net sales were $45.5 million compared to $45.8 million in the same period last year. Net earnings for the nine months ended September 30, 2003 was $4.2 million or $0.85 per diluted share, compared to net earnings of $5.8 million, or $1.17 per diluted share, for the comparable year-ago period. The strength of the ARC Specialty Products and BCP Ingredients Unencapsulated Feed Supplements segments continues to be offset by the weak performance of the Encapsulated/Nutritional Products segment. Outlook - ------- Commenting on the outlook for the fourth quarter and year-end 2003, Dino A. Rossi, President and CEO of Balchem, said "Strength in the ARC Specialty Products and BCP Ingredients Unencapsulated Feed Supplements segments should continue. Our Encapsulated/Nutritional Products segment is seeing signs of volume improvement in the domestic food sector and improving dairy economics. However, this segment's full year sales are not expected to generate results equal to the full year results of 2002. We remain focused on exploiting our technology, both product and process, as we look to develop positive momentum through innovation/commercialization for the Encapsulation segment. As a result, the Company does not expect consolidated earnings for the calendar 2003 year to reach 2002 levels." Quarterly Conference Call - ------------------------- A quarterly conference call will be conducted on Tuesday, October 28, 2003, at 2:00 PM ET to review third quarter 2003 results. Dino A. Rossi, Balchem's President and CEO, and Frank Fitzpatrick, Corporate Controller and Treasurer, will host the call. We invite you to listen to the call by dialing 800-475-2151 ten minutes prior to the scheduled start time of the conference call. This press release, and its accompanying financial exhibits, will also be available on the Company website, www.balchem.com, prior to the conference call. --------------- Segment Information - ------------------- Balchem Corporation consists primarily of three business segments: ARC Specialty Products, Encapsulated/Nutritional Products, and Unencapsulated Feed Supplements. Through ARC Specialty Products, Balchem provides specialty-packaged chemicals for use in healthcare and other industries. The Encapsulated/Nutritional segment provides proprietary microencapsulation solutions to an expanding variety of applications. The Unencapsulated Feed Supplements segment (through BCP Ingredients, Inc.) manufactures and supplies choline chloride and derivatives used primarily in the poultry and swine industries. Forward Looking Statements - -------------------------- This release contains forward-looking statements, which reflect Balchem's expectation or belief concerning future events that involve risks and uncertainties. Balchem can give no assurance that the expectations reflected in forward looking statements will prove correct and various factors could cause results to differ materially from Balchem's expectations, including risks and factors identified in Balchem's annual report on Form 10-K for the year ended December 31, 2002. Forward-looking statements are qualified in their entirety by the above cautionary statement. Balchem assumes no duty to update its outlook or other forward looking statements as of any future date. Contact: Jackie Powell, Investor Relations Coordinator, Telephone: 845-326-5635 BALCHEM CORPORATION (Amex:BCP) Page 4 - ------------------------------ Sales by Segment ($ in 000's) - -------------------------------------------------------------------------------- Three Months Ended Nine Months Ended September 30, September 30, 2003 2002 2003 2002 - -------------------------------------------------------------------------------- ARC Specialty Products $ 6,682 $ 5,468 $ 19,004 $ 16,287 Encapsulated/Nutritional Products 6,039 7,668 17,943 21,781 Unencapsulated Feed Supplements 3,070 2,648 8,520 7,774 - -------------------------------------------------------------------------------- Total $ 15,791 $ 15,784 $ 45,467 $ 45,842 - -------------------------------------------------------------------------------- Selected Balance Sheet Items ($ in 000's) September 30, December 31, 2003 2002 ---- ---- Cash & Investments $ 4,624 $ 1,731 Accounts Receivable 7,211 7,159 Inventories 6,688 7,238 Other Current Assets 2,224 2,683 ------------- ---------- Current Assets 20,747 18,811 Property, Plant, & Equipment (net) 25,906 25,852 Other Assets 7,902 8,635 ------------- ---------- Total Assets $ 54,555 $ 53,298 ============= ========== Current Liabilities 5,059 7,927 Long-Term Debt 8,274 9,581 Other Long-Term Obligations 3,051 2,521 ------------- ---------- Total Liabilities 16,384 20,029 Stockholders' Equity 39,118 34,680 Less: Treasury Stock @ Cost (947) (1,411) ------------- ---------- Net Stockholders Equity 38,171 33,269 ------------- ---------- Total Liability and Stockholders' Equity $ 54,555 $ 53,298 ============= ========== -----END PRIVACY-ENHANCED MESSAGE-----