Cover Page
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 |
Consolidated Balance Sheets
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 |
Consolidated Balance Sheets (Pa
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 |
Consolidated Statements of Earn
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 |
Consolidated Statements of Comp
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 |
Consolidated Statements of Co_2
Consolidated Statements of Comprehensive Income (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
Other comprehensive (loss)/income, net of tax: | |
Unrealized loss on cash flow hedge, taxes | $ 372 |
Net change in postretirement benefit plan, taxes | $ 101 |
Consolidated Statements of Stoc
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) |
Consolidated Statements of St_2
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 |
Consolidated Statements of Cash
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 |
BUSINESS DESCRIPTION AND SUMMAR
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 2 6,838 Impact due to change in foreign exchange rates (204) Goodwill at December 31, 2018 447,995 Goodwill as a result of the Acquisitions – see Note 2 77,392 Impact due to change in foreign exchange rates (1,389) Goodwill at December 31, 2019 $ 523,998 December 31, 2019 December 31, 2018 HNH $ 423,600 $ 405,527 ANH 17,189 18,578 Specialty Products 81,981 22,662 Industrial Products 1,228 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 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." |
SIGNIFICANT ACQUISITIONS AND DI
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 receivable 3,380 Inventories 4,517 Prepaid & other current assets 521 Property, plant and equipment 15,245 Customer relationships 8,200 Developed technology 4,400 Trade name 2,300 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 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 receivable 4,176 Inventories 957 Property, plant and equipment 15,972 Customer relationships 39,158 Developed technology 2,461 Trade name 1,119 Other assets 1,491 Accounts payable (3,261) Bank 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 Chemogas bank debt paid on purchase date 12,222 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 |
STOCKHOLDERS' EQUITY
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 2019 2018 2017 Cost of sales $ 1,147 $ 973 $ 524 Operating expenses 6,449 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: 2019 2018 2017 Expected Volatility 24.0 % 26.8 % 30.1 % Expected Term (in years) 4.0 4.4 4.6 Risk-Free Interest Rate 2.5 % 2.6 % 1.8 % Dividend Yield 0.6 % 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 three A summary of stock option plan activity for 2019, 2018, and 2017 for all plans is as follows: 2019 2018 2017 # of Weighted Average # of Weighted Average # of Weighted Average Outstanding at beginning of year 887 $ 61.59 946 $ 55.44 1,066 $ 45.32 Granted 197 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 year 951 $ 68.18 887 $ 61.59 946 $ 55.44 Exercisable at end of year 581 $ 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, 2019 2018 2017 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 Outstanding Options Exercisable Range of Exercise Shares Weighted Weighted Number Weighted $29.06 - $50.32 152 2.4 years $ 37.18 152 $ 37.18 $54.87 - $76.89 433 6.3 years 64.63 326 61.38 $80.26 - $102.25 366 8.0 years 85.22 103 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: 2019 2018 2017 Shares (000s) Weighted Shares (000s) Weighted Shares (000s) Weighted Non-vested balance at beginning of year 79 $ 72.75 66 $ 65.66 102 $ 54.18 Granted 73 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: 2019 2018 2017 Shares (000s) Weighted Shares (000s) Weighted Shares (000s) Weighted Non-vested balance at beginning of year 53 $ 75.61 39 $ 72.62 34 $ 61.06 Granted 33 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. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories at December 31, 2019 and 2018 consisted of the following: 2019 2018 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 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. |
PROPERTY, PLANT AND EQUIPMENT
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: 2019 2018 Land $ 11,588 $ 7,965 Building 79,261 67,702 Equipment 237,898 213,909 Construction in progress 14,594 14,750 343,341 304,326 Less: Accumulated depreciation 126,482 113,407 Property, plant and equipment, net $ 216,859 $ 190,919 Geographic Area Data - Long-Lived Assets (excluding intangible assets): 2019 2018 United States $ 178,895 $ 167,410 Foreign Countries 37,964 23,509 Total 216,859 190,919 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. |
INTANGIBLE ASSETS
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: 2019 2018 Amortization Gross Accumulated Gross 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. |
EQUITY-METHOD INVESTMENT
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. |
REVOLVING LOAN
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. |
NET EARNINGS PER COMMON SHARE
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, 2019 2018 2017 Net Earnings - Basic and Diluted $ 79,671 $ 78,573 $ 90,071 Share (000s) Weighted Average Common Shares - Basic 32,136 32,093 31,839 Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares 369 352 391 Weighted Average Common Shares - Diluted 32,505 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. |
INCOME TAXES
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: 2019 2018 2017 Current: Federal $ 17,757 $ 18,296 $ 20,102 Foreign 1,609 4,060 3,015 State 818 3,880 2,790 Deemed Repatriation — (970) 1,389 Deferred: Federal (3,707) (3,788) (1,302) Foreign 67 (69) 62 State 263 (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: 2019 2018 2017 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: 2019 2018 Deferred tax assets: Inventories $ 1,844 $ 1,260 Restricted stock and stock options 4,097 3,567 Lease liabilities 1,456 — Currency and interest rate swap 442 — Other 3,935 2,885 Total deferred tax assets 11,774 7,712 Deferred tax liabilities: Amortization $ 28,589 $ 27,080 Depreciation 37,075 23,837 Prepaid expenses 465 — Right of use assets 1,461 — Other 584 1,104 Total deferred tax liabilities 68,174 52,021 Valuation allowance 31 — 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: 2019 2018 2017 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 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. |
SEGMENT INFORMATION
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 2019 2018 HNH $ 739,030 $ 702,692 ANH 142,247 136,810 Specialty Products 184,487 59,558 Industrial Products 16,176 22,822 Other Unallocated (1) 73,742 59,473 Total $ 1,155,682 $ 981,355 Business Segment Net Sales 2019 2018 2017 HNH $ 347,433 $ 341,237 $ 315,796 ANH 177,557 175,693 157,688 Specialty Products 92,257 75,808 73,355 Industrial Products 26,458 50,941 47,951 Total $ 643,705 $ 643,679 $ 594,790 Business Segment Earnings Before Income Taxes 2019 2018 2017 HNH $ 48,429 $ 48,037 $ 43,747 ANH 25,868 26,607 22,255 Specialty Products 28,513 25,254 24,908 Industrial Products 3,730 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 2019 2018 2017 HNH $ 30,558 $ 33,594 $ 33,384 ANH 6,552 5,606 5,618 Specialty Products 7,401 4,092 4,097 Industrial Products 518 694 806 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 2019 2018 2017 HNH $ 18,159 $ 8,881 $ 20,580 ANH 3,921 6,021 4,424 Specialty Products 3,003 2,356 1,306 Industrial Products 707 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. |
REVENUE
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. 2019 2018 2017 Product Sales 609,741 607,879 564,027 Co-manufacturing 24,087 24,259 19,696 Bill and Hold 3,218 4,612 4,094 Consignment 2,299 2,442 2,333 Product Sales Revenue 639,345 639,192 590,150 Royalty Revenue 4,360 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): 2019 2018 2017 United States $ 475,033 $ 482,691 $ 460,599 Foreign Countries 168,672 160,988 134,191 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. |
SUPPLEMENTAL CASH FLOW INFORMAT
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: 2019 2018 2017 Income taxes $ 21,771 $ 20,593 $ 25,845 Interest $ 5,674 $ 6,940 $ 7,021 Non-cash financing activities: 2019 2018 2017 Dividends payable $ 16,855 $ 15,220 $ 13,484 |
ACCUMULATED OTHER COMPREHENSIVE
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, 2019 2018 2017 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) — — Tax 372 — — 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 period 199 522 (49) Amortization of prior service credit/(cost) 74 74 74 Amortization of gain/(loss) (46) (8) (15) Total before tax 227 588 10 Tax 101 434 (207) Net of tax 328 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 Cash flow hedge Postretirement benefit plan Total 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) |
EMPLOYEE BENEFIT PLANS
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: 2019 2018 Benefit obligation at beginning of year $ 1,174 $ 1,573 Initial adoption of new plan — — Service cost with interest to end of year 63 78 Interest cost 39 44 Participant contributions 35 40 Benefits paid (162) (136) Actuarial gain (73) (425) Benefit obligation at end of year $ 1,076 $ 1,174 Change in plan assets: 2019 2018 Fair value of plan assets at beginning of year $ — $ — Employer (reimbursement)/contributions 127 96 Participant contributions 35 40 Benefits paid (162) (136) Fair value of plan assets at end of year $ — $ — Amounts recognized in consolidated balance sheet: 2019 2018 Accumulated postretirement benefit obligation $ (1,076) $ (1,174) Fair value of plan assets — — Funded status (1,076) (1,174) Unrecognized prior service cost N/A N/A Unrecognized net (gain)/loss N/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: 2019 2018 2017 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 Estimated future employer contributions and benefit payments are as follows: Year 2020 $ 79 2021 67 2022 85 2023 76 2024 99 Years 2025-2029 444 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 EIN/Pension Pension Plan Protection Act Zone Status FIP/RP Status Contributions of Balchem Corporation Surcharge Expiration Date of Collective- 2019 2018 2019 2018 2017 Central States, 36-6044243 Critical & Declining as of 1/1/19 Critical & Declining as of 1/1/18 Implemented $676 $614 $594 No 7/11/2020 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 |
COMMITMENTS AND CONTINGENCIES
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 Aggregate future minimum rental payments required under non-cancelable operating leases at December 31, 2019 are as follows: Year 2020 $ 3,214 2021 2,243 2022 1,695 2023 1,259 2024 1,051 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. |
FAIR VALUE OF FINANCIAL INSTRUM
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 |
RELATED PARTY TRANSACTIONS
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. |
LEASES
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 % |
DERIVATIVE INSTRUMENTS AND HEDG
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 Location December 31, 2019 Derivative liabilities: Interest rate swap Derivative liabilities $ 1,771 Cross-currency swap Derivative liabilities 332 $ 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 Income Year ended December 31, 2019 Cash flow hedge (interest rate swap), net of tax Unrealized loss on cash flow hedge, net $ (1,399) Net investment hedge (cross-currency swap), net of tax Net foreign currency translation adjustment (262) $ (1,661) There was no hedging activity for the year ended December 31, 2018. |
QUARTERLY FINANCIAL INFORMATION
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) 2019 2018 First Second Third Fourth First Second Third Fourth 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 |
VALUATION AND QUALIFYING ACCOUN
VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2019 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
VALUATION AND QUALIFYING ACCOUNTS | Allowance Inventory Balance - December 31, 2016 $ 489 $ 2,546 Additions charged (credited) to costs and expenses 126 538 Adjustments/deductions (a) (184) (769) Balance - December 31, 2017 431 2,315 Additions charged (credited) to costs and expenses 43 898 Adjustments/deductions (a) 136 (638) Balance - December 31, 2018 610 2,575 Additions charged (credited) to costs and expenses 1,776 7,069 Adjustments/deductions (a) (306) (5,363) Balance - December 31, 2019 $ 2,080 $ 4,281 (a) Represents write-offs and other adjustments |
BUSINESS DESCRIPTION AND SUMM_2
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 2 6,838 Impact due to change in foreign exchange rates (204) Goodwill at December 31, 2018 447,995 Goodwill as a result of the Acquisitions – see Note 2 77,392 Impact due to change in foreign exchange rates (1,389) Goodwill at December 31, 2019 $ 523,998 December 31, 2019 December 31, 2018 HNH $ 423,600 $ 405,527 ANH 17,189 18,578 Specialty Products 81,981 22,662 Industrial Products 1,228 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 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 |
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. |
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." |
BUSINESS DESCRIPTION AND SUMM_3
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 2 6,838 Impact due to change in foreign exchange rates (204) Goodwill at December 31, 2018 447,995 Goodwill as a result of the Acquisitions – see Note 2 77,392 Impact due to change in foreign exchange rates (1,389) Goodwill at December 31, 2019 $ 523,998 December 31, 2019 December 31, 2018 HNH $ 423,600 $ 405,527 ANH 17,189 18,578 Specialty Products 81,981 22,662 Industrial Products 1,228 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 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 |
SIGNIFICANT ACQUISITIONS (Table
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 receivable 3,380 Inventories 4,517 Prepaid & other current assets 521 Property, plant and equipment 15,245 Customer relationships 8,200 Developed technology 4,400 Trade name 2,300 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 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed: Cash and cash equivalents $ 4,412 Accounts receivable 4,176 Inventories 957 Property, plant and equipment 15,972 Customer relationships 39,158 Developed technology 2,461 Trade name 1,119 Other assets 1,491 Accounts payable (3,261) Bank 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 Chemogas bank debt paid on purchase date 12,222 Total amount paid on acquisition date $ 111,324 |
STOCKHOLDERS' EQUITY (Tables)
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 2019 2018 2017 Cost of sales $ 1,147 $ 973 $ 524 Operating expenses 6,449 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: 2019 2018 2017 Expected Volatility 24.0 % 26.8 % 30.1 % Expected Term (in years) 4.0 4.4 4.6 Risk-Free Interest Rate 2.5 % 2.6 % 1.8 % Dividend Yield 0.6 % 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: 2019 2018 2017 # of Weighted Average # of Weighted Average # of Weighted Average Outstanding at beginning of year 887 $ 61.59 946 $ 55.44 1,066 $ 45.32 Granted 197 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 year 951 $ 68.18 887 $ 61.59 946 $ 55.44 Exercisable at end of year 581 $ 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, 2019 2018 2017 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 Outstanding Options Exercisable Range of Exercise Shares Weighted Weighted Number Weighted $29.06 - $50.32 152 2.4 years $ 37.18 152 $ 37.18 $54.87 - $76.89 433 6.3 years 64.63 326 61.38 $80.26 - $102.25 366 8.0 years 85.22 103 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: 2019 2018 2017 Shares (000s) Weighted Shares (000s) Weighted Shares (000s) Weighted Non-vested balance at beginning of year 79 $ 72.75 66 $ 65.66 102 $ 54.18 Granted 73 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: 2019 2018 2017 Shares (000s) Weighted Shares (000s) Weighted Shares (000s) Weighted Non-vested balance at beginning of year 53 $ 75.61 39 $ 72.62 34 $ 61.06 Granted 33 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 |
INVENTORIES (Tables)
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: 2019 2018 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 |
PROPERTY, PLANT AND EQUIPMENT (
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: 2019 2018 Land $ 11,588 $ 7,965 Building 79,261 67,702 Equipment 237,898 213,909 Construction in progress 14,594 14,750 343,341 304,326 Less: Accumulated depreciation 126,482 113,407 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): 2019 2018 United States $ 178,895 $ 167,410 Foreign Countries 37,964 23,509 Total 216,859 190,919 |
INTANGIBLE ASSETS (Tables)
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: 2019 2018 Amortization Gross Accumulated Gross 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 |
NET EARNINGS PER COMMON SHARE (
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, 2019 2018 2017 Net Earnings - Basic and Diluted $ 79,671 $ 78,573 $ 90,071 Share (000s) Weighted Average Common Shares - Basic 32,136 32,093 31,839 Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares 369 352 391 Weighted Average Common Shares - Diluted 32,505 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 |
INCOME TAXES (Tables)
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: 2019 2018 2017 Current: Federal $ 17,757 $ 18,296 $ 20,102 Foreign 1,609 4,060 3,015 State 818 3,880 2,790 Deemed Repatriation — (970) 1,389 Deferred: Federal (3,707) (3,788) (1,302) Foreign 67 (69) 62 State 263 (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: 2019 2018 2017 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: 2019 2018 Deferred tax assets: Inventories $ 1,844 $ 1,260 Restricted stock and stock options 4,097 3,567 Lease liabilities 1,456 — Currency and interest rate swap 442 — Other 3,935 2,885 Total deferred tax assets 11,774 7,712 Deferred tax liabilities: Amortization $ 28,589 $ 27,080 Depreciation 37,075 23,837 Prepaid expenses 465 — Right of use assets 1,461 — Other 584 1,104 Total deferred tax liabilities 68,174 52,021 Valuation allowance 31 — 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: 2019 2018 2017 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 |
SEGMENT INFORMATION (Tables)
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 2019 2018 HNH $ 739,030 $ 702,692 ANH 142,247 136,810 Specialty Products 184,487 59,558 Industrial Products 16,176 22,822 Other Unallocated (1) 73,742 59,473 Total $ 1,155,682 $ 981,355 Business Segment Net Sales 2019 2018 2017 HNH $ 347,433 $ 341,237 $ 315,796 ANH 177,557 175,693 157,688 Specialty Products 92,257 75,808 73,355 Industrial Products 26,458 50,941 47,951 Total $ 643,705 $ 643,679 $ 594,790 Business Segment Earnings Before Income Taxes 2019 2018 2017 HNH $ 48,429 $ 48,037 $ 43,747 ANH 25,868 26,607 22,255 Specialty Products 28,513 25,254 24,908 Industrial Products 3,730 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 2019 2018 2017 HNH $ 30,558 $ 33,594 $ 33,384 ANH 6,552 5,606 5,618 Specialty Products 7,401 4,092 4,097 Industrial Products 518 694 806 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 2019 2018 2017 HNH $ 18,159 $ 8,881 $ 20,580 ANH 3,921 6,021 4,424 Specialty Products 3,003 2,356 1,306 Industrial Products 707 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. |
REVENUE (Tables)
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. 2019 2018 2017 Product Sales 609,741 607,879 564,027 Co-manufacturing 24,087 24,259 19,696 Bill and Hold 3,218 4,612 4,094 Consignment 2,299 2,442 2,333 Product Sales Revenue 639,345 639,192 590,150 Royalty Revenue 4,360 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): 2019 2018 2017 United States $ 475,033 $ 482,691 $ 460,599 Foreign Countries 168,672 160,988 134,191 Total $ 643,705 $ 643,679 $ 594,790 |
SUPPLEMENTAL CASH FLOW INFORM_2
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: 2019 2018 2017 Income taxes $ 21,771 $ 20,593 $ 25,845 Interest $ 5,674 $ 6,940 $ 7,021 Non-cash financing activities: 2019 2018 2017 Dividends payable $ 16,855 $ 15,220 $ 13,484 |
ACCUMULATED OTHER COMPREHENSI_2
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, 2019 2018 2017 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) — — Tax 372 — — 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 period 199 522 (49) Amortization of prior service credit/(cost) 74 74 74 Amortization of gain/(loss) (46) (8) (15) Total before tax 227 588 10 Tax 101 434 (207) Net of tax 328 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 Cash flow hedge Postretirement benefit plan Total 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) |
EMPLOYEE BENEFIT PLANS (Tables)
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: 2019 2018 Benefit obligation at beginning of year $ 1,174 $ 1,573 Initial adoption of new plan — — Service cost with interest to end of year 63 78 Interest cost 39 44 Participant contributions 35 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: 2019 2018 Fair value of plan assets at beginning of year $ — $ — Employer (reimbursement)/contributions 127 96 Participant contributions 35 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: 2019 2018 Accumulated postretirement benefit obligation $ (1,076) $ (1,174) Fair value of plan assets — — Funded status (1,076) (1,174) Unrecognized prior service cost N/A N/A Unrecognized net (gain)/loss N/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: 2019 2018 2017 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 |
Schedule of Estimated Future Employer Contributions and Benefit Payments | Estimated future employer contributions and benefit payments are as follows: Year 2020 $ 79 2021 67 2022 85 2023 76 2024 99 Years 2025-2029 444 |
Summary of Pension Fund | The Company does not represent more than 5% of the contributions to this pension fund. Pension EIN/Pension Pension Plan Protection Act Zone Status FIP/RP Status Contributions of Balchem Corporation Surcharge Expiration Date of Collective- 2019 2018 2019 2018 2017 Central States, 36-6044243 Critical & Declining as of 1/1/19 Critical & Declining as of 1/1/18 Implemented $676 $614 $594 No 7/11/2020 |
COMMITMENTS AND CONTINGENCIES (
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 2021 2,243 2022 1,695 2023 1,259 2024 1,051 Thereafter 3,602 Total minimum lease payments $ 13,064 |
LEASES (Tables)
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 % |
DERIVATIVE INSTRUMENTS AND HE_2
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 Location December 31, 2019 Derivative liabilities: Interest rate swap Derivative liabilities $ 1,771 Cross-currency swap Derivative liabilities 332 $ 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 Income Year ended December 31, 2019 Cash flow hedge (interest rate swap), net of tax Unrealized loss on cash flow hedge, net $ (1,399) Net investment hedge (cross-currency swap), net of tax Net foreign currency translation adjustment (262) $ (1,661) |
QUARTERLY FINANCIAL INFORMATI_2
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) 2019 2018 First Second Third Fourth First Second Third Fourth 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 |
BUSINESS DESCRIPTION AND SUMM_4
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 |
BUSINESS DESCRIPTION AND SUMM_5
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 |
BUSINESS DESCRIPTION AND SUMM_6
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 |
BUSINESS DESCRIPTION AND SUMM_7
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 |
SIGNIFICANT ACQUISITIONS AND _2
SIGNIFICANT ACQUISITIONS AND DIVESTITURES - Narrative (Details) € in Thousands, $ in Thousands | Dec. 13, 2019USD ($) | May 27, 2019EUR (€) | May 27, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
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 |
SIGNIFICANT ACQUISITIONS AND _3
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 |
STOCKHOLDERS' EQUITY - Stock-ba
STOCKHOLDERS' EQUITY - Stock-based Compensation (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)planshares | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
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 |
STOCKHOLDERS' EQUITY - Assumpti
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 |
STOCKHOLDERS' EQUITY - Stock Op
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 |
STOCKHOLDERS' EQUITY - Informat
STOCKHOLDERS' EQUITY - Information Related to Stock Options Outstanding (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
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 |
STOCKHOLDERS' EQUITY - Restrict
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 |
STOCKHOLDERS' EQUITY - Repurcha
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 |
INVENTORIES (Details)
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 |
PROPERTY, PLANT AND EQUIPMENT -
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 |
PROPERTY, PLANT AND EQUIPMENT_2
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 |
PROPERTY, PLANT AND EQUIPMENT_3
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 |
INTANGIBLE ASSETS (Details)
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 |
EQUITY-METHOD INVESTMENT (Detai
EQUITY-METHOD INVESTMENT (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)vote | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
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% |
REVOLVING LOAN (Details)
REVOLVING LOAN (Details) - USD ($) | 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 |
NET EARNINGS PER COMMON SHARE_2
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 |
INCOME TAXES - Narrative (Detai
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 |
INCOME TAXES - Components of In
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) |
INCOME TAXES - Effective Income
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) |
INCOME TAXES - Significant Port
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 |
INCOME TAXES - Income Tax Uncer
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 |
SEGMENT INFORMATION - Narrative
SEGMENT INFORMATION - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019facility | |
Segment Reporting [Abstract] | |
Number of filing facilities | 5 |
Percentage decrease of chlorides released in environment | 75.00% |
SEGMENT INFORMATION - Business
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 |
SEGMENT INFORMATION - Busines_2
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 |
SEGMENT INFORMATION - Busines_3
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 |
SEGMENT INFORMATION - Depreciat
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 |
SEGMENT INFORMATION - Capital E
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 |
REVENUE (Details)
REVENUE (Details) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2019USD ($)revenue_sub-stream | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
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 |
SUPPLEMENTAL CASH FLOW INFORM_3
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 |
ACCUMULATED OTHER COMPREHENSI_3
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 |
ACCUMULATED OTHER COMPREHENSI_4
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 |
EMPLOYEE BENEFIT PLANS - Narrat
EMPLOYEE BENEFIT PLANS - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)plan | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
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 |
EMPLOYEE BENEFIT PLANS - Change
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 |
EMPLOYEE BENEFIT PLANS - Amount
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 |
EMPLOYEE BENEFIT PLANS - Compon
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 |
EMPLOYEE BENEFIT PLANS - Estima
EMPLOYEE BENEFIT PLANS - Estimated Future Employer Contributions and Benefit Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
Defined Benefit Plan, Expected Future Benefit Payment [Abstract] | |
2020 | $ 79 |
2021 | 67 |
2022 | 85 |
2023 | 76 |
2024 | 99 |
Years 2025-2029 | $ 444 |
EMPLOYEE BENEFIT PLANS - Assump
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% |
EMPLOYEE BENEFIT PLANS - Define
EMPLOYEE BENEFIT PLANS - Defined Benefit Pension Plans (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($)plan | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
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 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | |
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 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Future Minimum Rental Payments (Details) $ in Thousands | Dec. 31, 2019USD ($) |
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 |
FAIR VALUE OF FINANCIAL INSTR_2
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 |
RELATED PARTY TRANSACTIONS (Det
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 |
LEASES - Narrative (Details)
LEASES - Narrative (Details) | 12 Months Ended |
Dec. 31, 2019tranche | |
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 |
LEASES - Schedule of Lease Cost
LEASES - Schedule of Lease Costs (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2019USD ($) | |
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% |
DERIVATIVE INSTRUMENTS AND HE_3
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 |
DERIVATIVE INSTRUMENTS AND HE_4
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 |
DERIVATIVE INSTRUMENTS AND HE_5
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 |
QUARTERLY FINANCIAL INFORMATI_3
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 |
VALUATION AND QUALIFYING ACCO_2
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 |