UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)OF THE SECURITIES
EXCHANGE ACT OF 1934
For transition period from __________ to ___________
Commission file number 1-13648
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Balchem Corporation 401(k)/Profit Sharing Plan
B. Name of the issuer of the securities held
pursuant to the plan and the address of its
principal executive office:
Balchem Corporation
52 Sunrise Park Road
PO Box 600
New Hampton, NY 10958
REQUIRED INFORMATION
Financial Statements:
4. In lieu of requirements of Items 1-3, audited financial statements and
schedules prepared in accordance with the requirements of ERISA for the plan's
fiscal year ended December 31, 2008 are presented herein.
Exhibits:
Exhibit No. 23 - Consent of MCGLADREY & PULLEN, LLP, Independent Registered
Public Accounting Firm
EXHIBIT INDEX
Exhibit No. Exhibit Description
----------- -------------------
23 Consent of MCGLADREY & PULLEN, LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the employee benefit plan) have duly
caused this annual report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: June 25, 2009 BALCHEM CORPORATION
401(k)/Profit Sharing Plan
By: Balchem Corporation,
Plan Administrator
By:/s/ Dino A. Rossi
----------------------------------
Dino A. Rossi, President,
Chief Executive Officer
By:/s/ Francis J. Fitzpatrick
----------------------------------
Francis J. Fitzpatrick,
Chief Financial Officer
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Financial Statements
and Supplemental Schedule
December 31, 2008 and 2007
(With Report of Independent Registered Public Accounting Firm)
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Table of Contents
Page
Report of Independent Registered Public Accounting Firm 1
Statements of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4
Supplemental Information
Schedule H, Part IV, Line 4(i) - Schedule of Assets (Held at End of Year) 13
Report of Independent Registered Public Accounting Firm
To the Plan Administrator
Balchem Corporation 401(k)/Profit Sharing Plan
We have audited the accompanying statements of net assets available for benefits
of Balchem Corporation 401(k)/Profit Sharing Plan (the Plan) as of December 31,
2008 and 2007, and the related statement of changes in net assets available for
benefits for the year ended December 31, 2008. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 2008 and 2007, and the changes in net assets available for benefits
for the year ended December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
as of December 31, 2008 is presented for the purpose of additional analysis and
is not a required part of the basic financial statements, but is supplementary
information required by the United States Department of Labor Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. This supplemental schedule is the responsibility of the
Plan's management. The supplemental schedule has been subjected to the auditing
procedures applied in the audits of the basic financial statements and, in our
opinion, is fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
/s/ McGladrey & Pullen, LLP
New York, New York
June 25, 2009
1
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Statements of Net Assets Available for Benefits
December 31, 2008 and 2007
2008 2007
----------- -----------
Assets:
Investments at fair value (note 3) $18,204,319 $19,042,843
Receivables:
Employer contribution 516,291 470,212
Participant contributions -- 38,367
Interest -- 1,442
----------- -----------
Total assets $18,720,610 $19,552,864
=========== ===========
See accompanying notes to financial statements.
2
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Statement of Changes in Net Assets Available for Benefits
Year ended December 31, 2008
2008
------------
Addition to net assets attributed to:
Investment income:
Interest $ 151,778
Dividends 28,821
------------
180,599
------------
Contributions:
Participant 1,441,349
Employer 865,731
------------
2,307,080
------------
Total additions 2,487,679
------------
Deductions from net assets attributed to:
Net depreciation in fair value of investments (note 3) (2,971,284)
Benefits paid to participants (330,473)
Fees (3,671)
Other, net (14,505)
------------
Total deductions (3,319,933)
------------
Net decrease in net assets available for benefits (832,254)
Net assets available for benefits at beginning of year 19,552,864
------------
Net assets available for benefits at end of year $ 18,720,610
============
See accompanying notes to financial statements.
3
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 1 - Description of the Plan
The following description of the Balchem Corporation 401(k)/Profit
Sharing Plan (the Plan) provides only general information. Participants
should refer to the Plan agreement for a more complete description of
the Plan's provisions.
General
The Plan is principally a participant directed, defined contribution
plan covering all active employees of Balchem Corporation (the Company)
who have 60 days of service, as defined, and are 18 years of age or
older, except those that are currently covered by a collective
bargaining agreement. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
The Company pays administrative and record keeping fees for the Plan.
Plan participants are required to pay fees for participant loans and
certain brokerage fees for transactions pertaining to investments in
Balchem Corporation Common Stock.
Contributions
Each year, participants may contribute up to 75% of pretax annual
compensation, as defined in the Plan. Such amounts may be limited by
the maximum amounts allowed under Internal Revenue Service regulations.
Participants may also contribute amounts representing distributions
from other qualified defined benefit or defined contribution plans.
Participants direct the investment of their contributions into various
investment options offered by the Plan. The employer matching
contributions equal 35% of each participant's elected contribution and
the Company may make discretionary profit-sharing contributions at the
option of the Company's Board of Directors. Matching contributions are
made in Balchem Corporation Common Stock on a monthly basis based upon
the closing price of the stock on the last trading day of each month
and are subject to the vesting schedule described below. Included in
employers' contribution receivable as of December 31, 2008 and 2007
were discretionary Company profit sharing contributions made in
February 2009 and March 2008 for the 2008 and 2007 plan years totaling
$497,246, and $447,420, respectively.
Participant Accounts
Each participant's account is credited with the participant's
contribution and allocations of the Company's matching contributions
and plan earnings or losses. Allocations are based on participant
account balances, as defined. The benefit to which a participant is
entitled is the benefit that can be provided from the participant's
vested account.
4
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Vesting
Participants are 100% vested in their contributions (including
rollovers) and discretionary Company profit sharing contributions, plus
actual earnings or losses thereon. Vesting in the Company contribution
portion of their accounts plus actual earnings or losses thereon is
based on years of continuous service, as defined. A participant becomes
100% vested after two years of service, except for employees hired as
part of certain acquisitions, whose prior credited service is used in
determining the vested portion of such matching contributions.
Investment Options
Upon enrollment in the Plan, participants may direct employee
contributions to the various investment options administered by
Prudential Retirement Insurance and Annuity Company ("PRIAC") and a
maximum of 10% of a participant's contribution to Balchem Corporation
Common Stock Fund. Employer matching contributions are made in Company
stock and are directed to the Balchem Corporation Common Stock Fund
(see Schedule 1). Discretionary contributions are made from the
Company's cash reserves.
Participant Loans
Participants may borrow from their fund accounts a minimum of $1,000 up
to a maximum equal to the lesser of $50,000 or 50% of their vested
account balances. Loan terms extend up to five years or in excess of
five years for the purchase of a primary residence. The loans are
secured by the balance in the participants' accounts and bear interest
at a fixed rate based on the prime rate plus 2% at the time of loan
origination and range from 6% to 10.25% at December 31, 2008.
Payment of Benefits
On termination of service, a participant may receive a lump sum amount
equal to the vested value of his or her account, or upon death,
disability or retirement, the participant may elect to receive annual
installments over a period not to exceed the participant's lifetime, or
the joint lifetime of the participant and the participant's spouse, or
an annuity contract.
Effective March 28, 2005, the threshold for involuntary distribution of
vested accrued benefits was reduced from $5,000 to $1,000.
Income (Loss) Allocations
Investment income (loss) for an accounting period shall be allocated to
participants' accounts in proportion to the total of their respective
account balances at the beginning of such accounting period plus any
contributions or loan repayments credited to the account during the
period.
5
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Forfeited Accounts
Forfeited balances of terminated participants' non-vested accounts as
of the last day of the plan year are allocated to all active
participant accounts. The amount allocated to active participants in
2008 was $32,736. The Forfeiture accounts non-vested balance at
December 31, 2008 totaled $24,342.
Note 2 - Summary of Accounting Policies
Basis of Accounting
The financial statements of the Plan are presented on the accrual basis
of accounting.
Risks and Uncertainties
The assets of the Plan at December 31, 2008 and 2007 are primarily
financial instruments which are monetary in nature. Accordingly,
interest rates and market fluctuations have a more significant impact
on the Plan's performance than the effects of general levels of
inflation. Interest rates do not necessarily move in the same direction
or in the same magnitude as the prices of goods and services as
measured by the consumer price index.
The investments are subject to risk conditions of the individual
investments' objectives, the stock market, interest rates, economic
conditions, world affairs and, in the case of the Balchem Corporation
Common Stock Fund, the results of operations and other risks specific
to Balchem Corporation.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Pooled Separate
Accounts (PSA's) fair value is determined by a per unit value for the
number of units held by the Plan at year end, much like a mutual fund,
whose value is the result of the accumulated values of the underlying
investments. This is based on information reported by the trustee using
the audited financial statements of the PSA's at year end. The
Guaranteed Income Fund is stated at contract value, which approximates
fair value. Common stocks are valued based upon quoted market prices.
Participant loans are valued at their outstanding balances, which
approximate fair value.
As of December 31, 2006, the Plan adopted Financial Accounting
Standards Board (FASB) Staff Position FSP AAG INV-1 and Statement of
Position No. 94-4-1, Reporting of Fully Benefit-Responsive Investment
Contracts Held by Certain Investment Companies Subject to the AICPA
Investment Company Guide and Defined-Contribution Health and Welfare
and Pension Plans (the FSP). The FSP requires the Statement of Net
Assets Available for Benefits to present the fair value of the Plan's
investments as well as the adjustment from fair value to contract value
for the fully benefit-responsive investment contracts, and the
Statement of Changes in Net Assets Available for Benefits to be
prepared on a contract value basis for the fully benefit-responsive
investment contracts.
6
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
The Guaranteed Income Fund is recorded at contract value, which
approximates fair value. Contract value represents contributions and
reinvested income, less any withdrawals plus accrued interest, because
these investments have fully benefit-responsive features. For example,
participants may ordinarily direct the withdrawal or transfer of all or
a portion of their investment at contract value. There are no reserves
against contract values for credit risk of contract issues or
otherwise. The average yield was approximately 3.40% for 2008 and 3.55%
for 2007. The crediting interest rate for these guaranteed funds is
reset semiannually by the issuer but cannot be less than zero and was
3.40% and 3.55% at December 31, 2008 and 2007, respectively.
Purchases and sales of securities are recorded on a trade date basis.
Interest income is recorded on the accrual basis. Dividends are
recorded on the ex dividend date.
Payment of Benefits
Benefits are recorded when paid.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
the plan administrator to make estimates and assumptions that could
affect the reported amounts of net assets at the date of the financial
statements and the reported amounts of changes in net assets available
for benefits during the reporting period. Actual results could differ
from those estimates.
Recent Accounting Pronouncements
In April 2009, the FASB issued FASB Staff Position No. FAS 157-4,
Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly ("FSP FAS 157-4"). FSP FAS 157-4
supersedes FSP FAS 157-3 and amends SFAS 157 to provide additional
guidance on estimating fair value when the volume and level of activity
for the asset or liability have significantly decreased in relation to
normal market activity for the asset or liability. FSP FAS 157-4 also
provides additional guidance on circumstances that may indicate that a
transaction is not orderly and on defining major categories of debt and
equity securities in meeting the disclosure requirements of SFAS 157.
FSP FAS 157-4 is effective for reporting periods ending after June 15,
2009. Plan management is currently evaluating the effect that the
provisions of FSP FAS 157-4 will have on the Plan's financial
statements.
In May 2008, the FASB issued SFAS No. 162, "The Hierarchy of Generally
Accepted Accounting Principles" ("SFAS 162"), which is intended to
improve financial reporting by identifying the sources of accounting
principles and the consistent framework, or hierarchy, for selecting
principles to be used in preparing financial statements that are
presented in conformity with U.S. GAAP for nongovernmental entities.
SFAS 162 will be effective 60 days after the U.S. Securities and
Exchange Commission approves the Public Company Accounting Oversight
7
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Board's amendments to AU section 411, "The Meaning of Present Fairly in
Conformity With Generally Accepted Accounting Principles". SFAS 162 is
not expected to have a material impact on the Plan's financial
statements.
In September 2006, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurements ("FAS 157") effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. This statement increases consistency and
comparability in fair value measurements and expands disclosures about
fair value measurements. Effective January 1, 2008, the Plan adopted
SFAS 157 for its financial assets and liabilities. The adoption had no
significant impact on the Plan's net assets available for benefits as
of December 31, 2008 or changes in net assets available for benefits
for the year ended December 31, 2008. See Note 3 for further discussion
on SFAS 157 Fair Value Measurements. In February 2008, FASB Staff
Position No. 157-2 deferred the effective date of FAS 157 for
nonfinancial assets and nonfinancial liabilities, except for items that
are recognized or disclosed at fair value in the financial statements
on a recurring basis (at least annually), to fiscal years beginning
after November 15, 2008, and interim periods within those fiscal years.
The Company is currently evaluating the provisions of FASB Staff
Position No. 157-2.
Note 3 - Investments
Fair Value Measurements
In September 2006, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 157, Fair Value
Measurements ("FAS 157") effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods
within those fiscal years. This statement increases consistency and
comparability in fair value measurements and expands disclosures about
fair value measurements. FAS 157 establishes a framework for measuring
fair value. That framework provides a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (level 1
measurements) and the lowest priority to unobservable inputs (level 3
measurements). The three levels of the fair value hierarchy under FASB
Statement No. 157 are described below:
8
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
-----------------------------------------------------------------------
Level 1 Inputs to the valuation methodology are unadjusted
quoted prices for identical assets or liabilities in
active markets that the Plan has the ability to
access.
-----------------------------------------------------------------------
Level 2 Inputs to the valuation methodology include:
Quoted prices for similar assets or
liabilities in active markets; Quoted prices
for identical or similar assets or
liabilities in inactive markets; Inputs other
than quoted prices that are observable for
the asset or liability; Inputs that are
derived principally from or corroborated by
observable market data by correlation or
other means.
If the asset or liability has a specified
(contractual) term, the Level 2 input must be
observable for substantially the full term of the
asset or liability.
-----------------------------------------------------------------------
Level 3 Inputs to the valuation methodology are unobservable
and significant to the fair value measurement.
-----------------------------------------------------------------------
The asset's or liability's fair value measurement level within the fair
value hierarchy is based on the lowest level of any input that is
significant to the fair value measurement. Valuation techniques used
need to maximize the use of observable inputs and minimize the use of
unobservable inputs.
The following is a description of the valuation methodologies used for
the investments measured at fair value, including the general
classification of such instruments pursuant to the valuation hierarchy.
Balchem Corporation Common Stock: Valued at the closing price as quoted
on the Nasdaq Global Market on the last business day of the Plan year
and is classified as a Level 1 investment.
Pooled Separate Accounts: Valued at a per unit value for the number of
units held by the Plan at year end, much like a mutual fund, whose
value is the result of the accumulated values of the underlying
investments and are classified as Level 2 investments.
Guaranteed Income Fund: Valued at contract value, which approximates
fair value and is classified as a Level 2 investment.
Participant loans: Valued at their outstanding balances, which
approximate fair value and are classified as Level 3 investments.
The methods described above may produce a fair value calculation that
may not be indicative of net realizable value or reflective of future
fair values. Furthermore, while the Plan believes its valuation methods
are appropriate and consistent with other market participants, the use
of different methodologies or assumptions to determine the fair value
of certain financial instruments could result in a different fair value
measurement at the reporting date.
9
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
The following table sets forth by level, within the fair value
hierarchy, the Plan's assets at fair value as of December 31, 2008:
Assets at Fair Value as of December 31, 2008
Level 1 Level 2 Level 3 Total
-------------------------------------------------
Common Stock of Balchem Corporation $6,857,301 $ 6,857,301
Pooled Separate Accounts 7,355,821 7,355,821
Guaranteed Income Fund 3,462,395 3,462,395
Participant Loans 528,802 528,802
-------------------------------------------------
Total Assets at Fair Value $6,857,301 $10,818,216 $528,802 $18,204,319
=================================================
The table below sets forth a summary of changes in the fair value of
the Plan's level 3 assets for the year ended December 31, 2008:
Level 3 Assets
Year Ended December 31, 2008
Participant
loans
-----------
Balance, beginning of year $ 436,258
Purchases, sales, issuances and settlements (net) 92,544
-----------
Balance, end of year $ 528,802
===========
Investments at December 31, 2008 and 2007 consisted of:
2008 2007
----------- -----------
Cash equivalents, Guaranteed Income Fund $ 3,462,395 $ 2,855,419
Pooled separate accounts 7,355,821 9,861,789
Balchem Corporation Common Stock* 6,857,301 5,889,377
Participant loans 528,802 436,258
----------- -----------
$18,204,319 $19,042,843
=========== ===========
10
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
The following represents investments that represent 5% or more of the
Plan's net assets:
2008 2007
---------- ----------
Balchem Corporation Common Stock* $6,857,301 $5,889,377
Cash equivalents, Guaranteed Income Fund 3,462,395 2,855,419
Dryden S&P 500 Index Fund 1,763,035 2,454,808
Prudential Lifetime Balanced Fund 1,039,607 1,160,333
International Blend/Artio Fund ** 693,109 1,077,161
Janus Advisor Balanced Fund** 912,961 1,043,855
* A portion of the Balchem Corporation Common Stock is non-participant
directed. ** Did not represent 5% or more of the Plan's net assets at
December 31, 2008.
During the year ended December 31, 2008, the Plan investments
(including gains and losses on investments bought and sold, as well as
held during the year) appreciated/(depreciated) in value as follows:
Pooled separate accounts $(3,662,266)
Balchem Corporation Common Stock 690,982
-----------
$(2,971,284)
===========
Note 4 - Non-participant directed investments
Information about the net assets and the significant components of the
changes in net assets relating to the non-participant directed
investments are as follows:
2008 2007
---------- ----------
Balchem Corporation Common Stock $5,923,071 $5,082,010
========== ==========
Year ended
December 31, 2008
-----------------
Change in net assets:
Contributions $ 425,075
Dividends and interest 28,820
Net appreciation 591,618
Benefits paid to participants (89,923)
Transfers to participant-directed investments (114,529)
-----------
Net increase 841,061
Net assets at beginning of year 5,082,010
-----------
Net assets at end of year $ 5,923,071
===========
11
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Notes to Financial Statements
December 31, 2008 and 2007
Note 5 - Related-Party Transactions
As of December 31, 2008 and 2007, the Plan held 275,283 and 263,154
shares of Balchem Corporation common stock, respectively, with a market
value of $6,857,301 and $5,889,377 at December 31, 2008 and 2007,
respectively. Certain Plan investments are shares of various funds
managed by Prudential Retirement Insurance & Annuity Company ("PRIAC").
PRIAC is the trustee of the Plan and, therefore, these transactions are
considered related-party transactions.
Note 6 - Plan Termination
Although it has not expressed any intent to do so, the Company has the
right under the Plan to discontinue its contributions at any time and
to terminate the Plan subject to the provisions of ERISA. In the event
of plan termination, participants will become 100% vested in their
accounts.
Note 7 - Income Tax Status
The Plan has received a favorable determination letter dated March 22,
1999 from the Internal Revenue Service ruling that it is a qualified
plan pursuant to the appropriate section of the Internal Revenue Code
(IRC) and, accordingly, the earnings of the underlying trust of the
Plan are not subject to tax under present income tax law. Once
qualified, the Plan is required to operate in conformity with the IRC
to maintain its qualifications. Although the Plan has been amended
since receiving the determination letter, the Plan administrator and
the Plan's tax counsel believe that the Plan is designed and is
currently being operated in compliance with the applicable requirements
of the IRC.
12
Schedule 1
BALCHEM CORPORATION
401(k)/PROFIT SHARING PLAN
Schedule H, Part IV, Line 4(i) - Schedule of Assets
Held at End of Year
December 31, 2008
Identity of issue, Description of investments including maturity date, Current
borrower, lessor or similar party rate of interest, collateral, par or maturity value value
-------------------------------------------- -------------------------------------------------------------------- ------------
Guaranteed Income Fund(1) Units of participation in Guaranteed Income Fund -
97,512 units, $35.51 per unit $ 3,462,395
Small Cap Growth / Times Square Fund Units of participation in Small Cap Growth / Times Square Fund -
24,119 units, $17.84 per unit 430,326
Oppenheimer Global Fund Units of participation in Oppenheimer Global Fund -
8,357 units, $50.55 per unit 422,435
Mid-Cap Value / Sub-Advised by Units of participation in Mid-Cap Value /Sub-Advised by Wellington
Wellington Management Fund Management Fund - 10,211 units, $13.11 per unit 133,900
Mid-Cap Growth / Artisan Partners Fund Units of participation in Mid-Cap Growth / Artisan Partners Fund -
44,260 units, $8.25 per unit 365,090
Prudential Lifetime Income & Equity Fund(1) Units of participation in Prudential Lifetime Income & Equity Fund -
2,256 units, $14.52 per unit 32,762
Prudential Lifetime Conservative Fund(1) Units of participation in Prudential Lifetime Conservative Fund -
25,679 units, $13.47 per unit 345,849
Prudential Lifetime Balanced Fund(1) Units of participation in Prudential Lifetime Balanced Fund -
80,739 units, $12.88 per unit 1,039,607
Prudential Lifetime Growth Fund(1) Units of participation in Prudential Lifetime Growth Fund -
28,910 units, $12.83 per unit 371,009
Prudential Lifetime Aggressive Fund(1) Units of participation in Prudential Lifetime Aggressive Fund -
8,760 units, $12.25 per unit 107,320
Large Cap Growth/Turner Units of participation in Large Cap Growth/Turner Investment Fund -
Investment Fund(1) 37,522 units, $8.15 per unit 305,789
Large Cap Value/AJOFund(1) Units of participation in Large Cap Value/AJO Fund -
20,163 units, $13.13 per unit 264,793
Janus Advisor Balanced Fund(1) Units of participation in Janus Advisor Balanced Fund -
27,833 units, $32.80 per unit 912,961
International Blend / Artio Fund Units of participation in International Blend / Artio Fund -
43,159 units, $16.06 per unit 693,109
Goldman Sachs Small Cap Value Units of participation in Goldman Sachs Small Cap Value
(Class A) Fund (Class A) Fund - 3,677 units, $37.72 per unit 138,689
Dryden S&P 500 Index Fund(1) Units of participation in Dryden S&P 500 Index Fund -
31,796 units, $55.45 per unit 1,763,035
Balchem Corporation Common Stock(1)(2) Units of participation in Balchem Corporation Common Stock -
275,283 units, $24.91 per unit 6,857,301
Core Plus Bond / Reams Fund Units of participation in Core Plus Bond / Reams Fund -
2,024 units, $14.40 per unit 29,147
Participant loans(1) Interest rates range from 6.00% to 10.25% 528,802
------------
Total $ 18,204,319
============
(1) Parties-in-interest
(2) The cost basis of the Balchem Corporation Common Stock Fund at December 31, 2008 was $2,385,828
See accompanying report of independent registered public
accounting firm.
13