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

Overview


We develop, manufacture, distribute and market specialty performance ingredients
and products for the nutritional, food, pharmaceutical, animal health, medical
device sterilization, plant nutrition and industrial markets. Our four
reportable segments are strategic businesses that offer products and services to
different markets: HNH, ANH, Specialty Products, and Industrial Products, as
more fully described in Note 11 of the consolidated financial statements.
We sell products for all four segments through our own sales force, independent
distributors, and sales agents.
The following tables summarize consolidated net sales by segment and business
segment earnings from operations for the three years ended December 31, 2019,
2018 and 2017 (in thousands):
                                       12
--------------------------------------------------------------------------------
  Table of Contents
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 From
Operations:
                                                      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 (1)                                         (3,436)                (1,786)                (2,496)
Unallocated amortization expense (2)                     (551)                     -                      -
Indemnification settlement (3)                              -                      -                  2,087
Total                                           $     102,553          $    

107,100 $ 96,903



(1) Transaction and integration costs and unallocated legal fees for year ended December 31, 2019, 2018, and
2017 respectively, were primarily related to acquisitions. ERP implementation costs for the year ended
December 31, 2019 and 2018 were related to a project in connection with a company-wide ERP system
implementation.
(2) Unallocated amortization expense for year ended December 31, 2019 was related to amortization of an
intangible asset in connection with a company-wide ERP system implementation.
(3) Indemnification settlement was related to a favorable settlement we received relating to the
SensoryEffects acquisition.


Acquisitions

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

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


                                       13

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

Table of Contents


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

                                                                    Increase
(in thousands)                        2019            2018         (Decrease)      % Change
Net sales                         $ 643,705       $ 643,679       $      26             -  %
Gross margin                        211,367         204,252       $   7,115           3.5  %
Operating expenses                  108,814          97,152       $  11,662          12.0  %
Earnings from operations            102,553         107,100          (4,547)         (4.2) %
Other expenses                        6,075           8,070          (1,995)        (24.7) %
Income tax expense/(benefit)         16,807          20,457          (3,650)        (17.8) %
Net earnings                      $  79,671       $  78,573       $   1,098           1.4  %



Net Sales
                                                           Increase
(in thousands)               2019            2018         (Decrease)       % Change
HNH                      $ 347,433       $ 341,237       $    6,196           1.8  %
ANH                        177,557         175,693            1,864           1.1  %
Specialty Products          92,257          75,808           16,449          21.7  %
Industrial Products         26,458          50,941          (24,483)        (48.1) %
Total                    $ 643,705       $ 643,679       $       26             -  %


Net sales for the HNH segment increased in 2019 compared to 2018, primarily due
to an increase in Encapsulates' sales of $3,207 or 8.1% and higher Human
Minerals sale of $3,049 or 7.0%. Net sales for the ANH segment increased in 2019
compared to 2018 primarily due to higher sales of ruminant animal feed market
products of $4,657 or 10%, partially offset by reduced sales of monogastric
species products of $2,793 or 2.2% primarily due to foreign currency changes and
competitive pressures on volume and pricing in the European monogastric
business. The increase in Specialty Products segment sales in 2019 compared to
2018 was primarily driven by higher ethylene oxide sales into the medical device
sterilization market due to both the contribution of Chemogas and higher legacy
product sales, partially offset by lower volumes in the plant nutrition
business. Net sales for the Industrial Products segment decreased in 2019
compared to 2018, principally due to lower sales volumes of various choline and
choline derivatives used in shale fracking applications.
Gross Margin
                                                       Increase
(in thousands)           2019            2018         (Decrease)       % 

Change

Gross margin $ 211,367 $ 204,252 $ 7,115 3.5 % % of net sales

            32.8  %         31.7  %


Gross margin as a percentage of sales increased in 2019 compared to 2018
primarily due to mix and certain lower raw material costs. Gross margin
percentage for the HNH segment remained flat at 30.8% in 2019 compared to 30.7%
in 2018. Gross margin percentage for the ANH segment increased by 1.0%, due to
certain lower raw material costs and increased average selling prices on
ruminant animal feed products, partially offset by lower average selling prices
in monogastric species products due to competitive pressures in Europe. Gross
margin percentage for the Specialty Products segment decreased 1.8%, primarily
due to mix, and gross margin percentage for the Industrial Products segment
increased 2.2% from the prior year comparative period, primarily due to certain
lower raw material costs and mix.
                                       14
--------------------------------------------------------------------------------

  Table of Contents
Operating Expenses
                                                         Increase
(in thousands)              2019           2018         (Decrease)      % Change
Operating expenses      $ 108,814       $ 97,152       $  11,662          12.0  %
% of net sales               16.9  %        15.1  %


The increase in operating expenses was primarily due to incremental operating
expenses related to the Chemogas and Zumbro acquisitions of $4,751, higher bad
debt expenses of $1,733, an increase in outside services of $1,686, a
restructuring charge in the HNH segment of $1,026, and higher transaction and
integration costs of $486.
Earnings From Operations
                                                                                     Increase
(in thousands)                               2019                 2018              (Decrease)                % Change
HNH                                     $    48,429          $    48,037          $        392                        0.8  %
ANH                                          25,868               26,607                  (739)                      (2.8) %
Specialty Products                           28,513               25,254                 3,259                       12.9  %
Industrial Products                           3,730                8,988                (5,258)                     (58.5) %
Transaction and integration
costs, ERP implementation costs,
and unallocated legal fees                   (3,436)              (1,786)               (1,650)                      92.4  %
Unallocated amortization expense               (551)                   -                  (551)                       N/A
Earnings from operations                $   102,553          $   107,100          $     (4,547)                      (4.2) %

% of net sales (operating margin)              15.9  %              16.6  %


We are continuing to focus on leveraging our plant capabilities, driving
efficiencies from core volume growth, and broadening product applications of
human and animal health specialty ingredients into both the domestic and
international markets. Earnings from operations for the HNH segment increased
primarily due to the aforementioned higher sales, partially offset by higher
operating expenses. ANH segment earnings from operations decreased primarily due
to higher operating expenses, partially offset by the higher sales and improved
gross margin percentage. The increase in earnings from operations for the
Specialty Products segment was primarily due to the aforementioned higher
volumes for sterilization gases as well as the contribution from Chemogas.
Earnings from operations from the Industrial Products segment decreased
primarily due to the aforementioned lower sale volumes.

Other Expenses (Income)


                                                    Increase
(in thousands)           2019          2018        (Decrease)      % Change
Interest expense      $ 5,959       $ 7,611       $  (1,652)        (21.7) %
Other, net                116           459            (343)        (74.7) %
                      $ 6,075       $ 8,070       $  (1,995)        (24.7) %


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


                                       15
--------------------------------------------------------------------------------

  Table of Contents
Income Tax Expense

                                                                    Increase
(in thousands)                         2019           2018         (Decrease)      % Change
Income tax expense (benefit)        $ 16,807       $ 20,457       $  (3,650)        (17.8) %
Effective tax rate                      17.4  %        20.7  %



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

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

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

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

We consider the undistributed earnings of certain non-U.S. subsidiaries to be
indefinitely reinvested outside of the United States on the basis of estimates
that future domestic cash generation will be sufficient to meet future domestic
cash needs and our specific plans for reinvestment of those subsidiary earnings.
We project that our foreign earnings will be utilized offshore for working
capital and future foreign growth. The determination of the unrecognized
deferred tax liability on those undistributed earnings is not practicable due to
our legal entity structure and the complexity of U.S. and local country tax
laws. If we decide to repatriate the undistributed foreign earnings, we will
need to recognize the income tax effects in the period we change our assertion
on indefinite reinvestment.
                                       16

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

Table of Contents


                        LIQUIDITY AND CAPITAL RESOURCES
          (All amounts in thousands, except share and per share data)
Contractual Obligations
The Company's contractual obligations as of December 31, 2019, are summarized in
the table below:
                                                                             Payments due by period

       Contractual Obligations                  Total              2020     

2021-2022 2023-2024 Thereafter Operating lease obligations (1)

$  13,064          $  3,214

$ 3,938 $ 2,310 $ 3,602 Purchase obligations (2)

                        37,221            37,221                 -                  -                   -
Debt obligations (3)                           248,569                 -                 -            248,569                   -
Interest payment obligations (4)                25,688             7,348            14,696              3,644                   -
Total                                        $ 324,542          $ 47,783

$ 18,634 $ 254,523 $ 3,602

(1) Principally includes obligations associated with future minimum non-cancelable operating lease obligations.

(2) Principally includes open purchase orders with vendors for inventory not yet received or recorded on our balance sheet.

(3) Consists of contractual obligations under the Credit Agreement, which was effective on June 27, 2018 and expires on June 27, 2023.

(4) Includes interest payments on debt obligations based on interest rates at December 31, 2019, and the assumption that there will be no prepayments of principal. This interest is related to the Credit Agreement that expires on June 27, 2023, and the Contractual Obligations table reflects this expiration date and related current contractual obligations.





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

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



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

Cash



Cash and cash equivalents increased to $65,672 at December 31, 2019 from $54,268
at December 31, 2018.  At December 31, 2019, we had $35,213 of cash and cash
equivalents held by our foreign subsidiaries.  It is our intention to
permanently reinvest these funds in foreign operations by continuing to make
additional plant related investments, and potentially invest in partnerships or
acquisitions; therefore, we do not currently expect to repatriate these funds to
fund U.S. operations or obligations. However, if these funds are needed for U.S.
operations, we could be required to pay additional withholding taxes to
repatriate them. Working capital was $162,688 at December 31, 2019 as compared
to $144,258 at December 31, 2018, an increase of $18,430. Working capital
reflects the payment of the 2018 declared dividend in 2019 of $15,135 and
proceeds from the sale of business and assets.
                                                                                                   Increase
(in thousands)                                  2019                        2018                  (Decrease)                % Change
Cash flows provided by operating
activities                                         124,461                     118,697          $      5,764                        4.9  %
Cash flows used in investing
activities                                        (156,225)                    (31,991)             (124,234)                    (388.3) %
Cash flows provided by (used in)
financing activities                                43,385                     (71,447)              114,832                      160.7  %

Operating Activities The increase in cash flows from operating activities was primarily due to improved accounts receivable.


                                       17
--------------------------------------------------------------------------------
  Table of Contents
Investing Activities
As previously noted, on May 27, 2019, we acquired 100 percent of the outstanding
common shares of Chemogas. In addition, on December 13, 2019, we completed an
acquisition of Zumbro. Cash paid for both acquisitions, net of cash acquired,
amounted to $141,062.

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



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

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

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

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

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

Related Party Transactions

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

Critical Accounting Policies



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

                                       18
--------------------------------------------------------------------------------
  Table of Contents
Our "critical accounting policies" are those that require application of
management's most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently
uncertain and that may change in subsequent periods. Management considers the
following accounting policies to be critical.

Revenue Recognition



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

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

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

Long-lived assets

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

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

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

                                       19
--------------------------------------------------------------------------------
  Table of Contents
In January 2017, the FASB issued ASU No. 2017-04, "Simplifying the Test for
Goodwill Impairment" ("ASU 2017-04"), which addresses changes to the testing for
goodwill impairment by eliminating Step 2 of the process. The guidance is
effective for annual and interim goodwill impairment tests in fiscal years
beginning after December 15, 2019. Early adoption is permitted; however we have
elected not to adopt early as this ASU will not have a significant impact on our
consolidated financial statements.

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

Accounts Receivable



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

Post-employment Benefits



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

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

Intangible Assets with Finite Lives



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

Income Taxes



Income taxes are accounted for under the asset and liability method. Deferred
tax assets and liabilities are measured using enacted tax rates in effect for
the fiscal year in which those temporary differences are expected to be
recovered or settled. Valuation allowances would be established when necessary
to reduce deferred tax assets to the amount expected to be realized. In
evaluating our ability to recover our deferred tax assets, in full or in part,
we consider all available positive and negative evidence, including our past
operating results, our forecast of future market growth, forecasted earnings,
future taxable income, and prudent and
                                       20
--------------------------------------------------------------------------------
  Table of Contents
feasible tax planning strategies. The assumptions utilized in determining future
taxable income require significant judgment and are consistent with the plans
and estimates we are using to manage the underlying businesses.

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

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



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

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

Stock-based Compensation

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

New Accounting Pronouncements

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

© Edgar Online, source Glimpses