SEC Form 10-K filed by Balchem Corporation

2/16/24 5:26:27 PM ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☑			ANNUAL REPORT PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the fiscal year ended December 31, 2023
			OR
☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
			For the transition period from _____ to _____

Commission file number: 1-13648

_______________________________________________________________________________________________________________

Balchem Corporation

(Exact name of Registrant as specified in its charter)


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


5 Paragon Drive, Montvale, NJ 07645
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (845) 326-5600

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol	Name of each exchange on which registered
Common Stock, par value $.06-2/3 per share	BCPC	The Nasdaq Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☑ No ☐

Indicate by check mark whether the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☑

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No ☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


(Check one):	Large accelerated filer ☑	Accelerated filer ☐
	Non-accelerated filer ☐	Smaller reporting company ☐	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☑

The aggregate market value of the common stock, par value $.06-2/3 per share (the “Common Stock”), issued and outstanding and held by non-affiliates of the Registrant, based upon the closing price for the Common Stock on the NASDAQ Stock Market LLC on June 30, 2023 was approximately $4,321,000,000. For purposes of this calculation, shares of the Registrant held by directors and officers of the Registrant and under the Registrant’s 401(k)/profit sharing plan have been excluded.

The number of shares outstanding of Common Stock was 32,266,941 as of February 2, 2024.

DOCUMENTS INCORPORATED BY REFERENCE

Selected portions of the Registrant’s proxy statement for its 2024 Annual Meeting of Shareholders (the “2024 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, 2023 are incorporated by reference in Part III of this Annual Report on Form 10-K to the extent stated therein.


Segment	Location	Administrative	Manufacturing	Warehousing
Corporate	5 U.S. cities	5	—	—
HNH	17 U.S. cities and 6 foreign countries	1	16	6
ANH	9 U.S. cities and 3 foreign countries	—	10	2
Specialty Products	6 U.S. cities and 6 foreign countries	2	8	2
Other	2 U.S. cities and 1 foreign country	—	3	—


	Total Number of Shares Purchased (1)	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs(2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(2)(3)
January 1-31, 2023	1,343	$	130.96	1,343	$	90,512,611
February 1-28, 2023	26,766	$	137.24	26,766	$	91,178,224
March 1-31, 2023	—	$	—	—	$	91,178,224
First Quarter	28,109			28,109

April 1-30, 2023	—	$	—	—	$	91,178,224
May 1-31, 2023	504	$	132.26	504	$	87,807,402
June 1-30, 2023	63	$	134.81	63	$	89,488,765
Second Quarter	567			567

July 1-31, 2023	482	$	128.54	482	$	85,264,695
August 1-31, 2023	—	$	—	—	$	85,264,695
September 1-30, 2023	293	$	134.00	293	$	88,847,226
Third Quarter	775			775

October 1-31, 2023	—	$	—	—	$	88,847,226
November 1-30, 2023	241	$	119.51	241	$	79,211,236
December 1-31, 2023	2,866	$	144.94	2,866	$	95,651,484
Fourth Quarter	3,107			3,107

Total	32,558			32,558

(1) The Company repurchased (withheld) shares from employees solely in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan.
(2) Our Board of Directors has approved a 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 3,103,106 shares have been repurchased. Other than shares withheld for tax purposes, as described in footnote 1 above, no share repurchases were made under the Company's stock repurchase program during the year ended December 31, 2023. There is no expiration for this program.
(3) Dollar amounts in this column equal the number of shares remaining available for repurchase under the stock repurchase program as of the last date of the applicable month multiplied by the monthly average price paid per share.


Business Segment Net Sales
	2023		2022		2021
Human Nutrition and Health	$	550,751	$	527,131	$	442,733
Animal Nutrition and Health	238,326		262,297		226,776
Specialty Products	125,965		131,438		117,020
Other and Unallocated (1)	7,397		21,492		12,494
Total	$	922,439	$	942,358	$	799,023

Business Segment Earnings From Operations
	2023		2022		2021
Human Nutrition and Health	$	102,419	$	82,125	$	76,031
Animal Nutrition and Health	27,576		36,056		26,179
Specialty Products	34,579		32,789		30,020
Other and Unallocated (1)	(5,381)		(5,784)		(4,728)
Total	$	159,193	$	145,186	$	127,502

(1) Other and Unallocated consists of a few minor businesses which individually do not meet the quantitative thresholds for separate presentation and corporate expenses that have not been allocated to a segment. Unallocated corporate expenses consist of: (i) Transaction and integration costs, ERP implementation costs, and unallocated legal fees totaling $1,617, $3,581 and $1,264 for years ended December 31, 2023, 2022 and 2021, respectively, and (ii) Unallocated amortization expense of $312, $2,951, and $2,510 for years ended December 31, 2023, 2022, and 2021, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.


(in thousands)	2023		2022		Increase (Decrease)		% Change
Net sales	$	922,439	$	942,358	$	(19,919)	(2.1)	%
Gross margin	302,056		280,451		21,605		7.7	%
Operating expenses	142,863		135,265		7,598		5.6	%
Earnings from operations	159,193		145,186		14,007		9.6	%
Interest and other expenses	21,932		11,437		10,495		91.8	%
Income tax expense	28,718		28,382		336		1.2	%
Net earnings	$	108,543	$	105,367	$	3,176	3.0	%


Index to Financial Statements and Supplementary Data:						Page Numbers

Report of Independent Registered Public Accounting Firm (PCAOB ID: 49)						29
Consolidated Balance Sheets as of December 31, 20 2 3 and 20 22						31
Consolidated Statements of Earnings for the years ended December 31, 20 2 3 , 20 2 2 and 20 21						32
Consolidated Statements of Comprehensive Income for the years ended December 31, 20 2 3 , 20 2 2 and 20 21						33
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 20 2 3 , 20 2 2 and 20 21						34
Consolidated Statements of Cash Flows for the years ended December 31, 20 2 3 , 20 2 2 and 20 21						35
Notes to Consolidated Financial Statements						36
Schedule II - Valuation and Qualifying Accounts for the years ended December 31, 20 2 3 , 20 2 2 and 20 21						67


	2023		2022
Current assets:
Cash and cash equivalents	$	64,447	$	66,560
Accounts receivable, net of allowance for doubtful accounts of $908 and $1,226 at December 31, 2023 and 2022, respectively	125,284		131,578
Inventories, net	109,521		119,668
Prepaid expenses	7,798		4,903
Derivative assets	—		5,993
Other current assets	7,192		7,101
Total current assets	314,242		335,803
Property, plant and equipment, net	276,039		271,355
Goodwill	778,907		769,509
Intangible assets with finite lives, net	191,212		213,295
Right of use assets - operating leases	17,763		17,094
Right of use assets - finance lease	2,101		2,338
Other non-current assets	16,947		15,118
Total assets	$	1,597,211	$	1,624,512

Liabilities and Stockholders’ Equity
Current liabilities:
Trade accounts payable	$	55,503	$	57,322
Accrued expenses	40,855		36,745
Accrued compensation and other benefits	17,228		16,544
Dividends payable	25,717		23,129
Income tax payable	4,967		2,280
Operating lease liabilities - current	3,949		3,796
Finance lease liabilities - current	272		226
Total current liabilities	148,491		140,042
Revolving loan	309,569		440,569
Deferred income taxes	52,046		62,784
Operating lease liabilities - non-current	14,601		13,806
Finance lease liabilities - non-current	1,943		2,213
Other long-term obligations	16,577		26,814
Total liabilities	543,227		686,228
Commitments and contingencies (Note 16)
Stockholders’ equity:
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding	—		—
Common stock, $.0667 par value. Authorized 120,000,000 shares; 32,254,728 shares issued and outstanding at December 31, 2023 and 32,152,787 shares issued and outstanding at December 31, 2022, respectively	2,152		2,145
Additional paid-in capital	145,653		128,806
Retained earnings	897,488		814,487
Accumulated other comprehensive income (loss)	8,691		(7,154)
Total stockholders’ equity	1,053,984		938,284
Total liabilities and stockholders’ equity	$	1,597,211	$	1,624,512


	Total Stockholders' Equity		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock			Additional Paid-in Capital
							Shares	Amount
Balance - December 31, 2020	$	828,233	$	656,740	$	4,173	32,372,621	$	2,160	$	165,160

Net earnings	96,104		96,104		—		—	—		—
Other comprehensive loss	(9,166)		—		(9,166)		—	—		—
Dividends ($.64 per share)	(20,706)		(20,706)		—		—	—		—
Repurchases of common stock	(35,239)		—		—		(249,848)	(17)		(35,222)
Shares and options issued under stock plans	17,789		—		—		164,377	11		17,778

Balance - December 31, 2021	877,015		732,138		(4,993)		32,287,150	2,154		147,716

Net earnings	105,367		105,367		—		—	—		—
Other comprehensive loss	(2,161)		—		(2,161)		—	—		—
Dividends ($.71 per share)	(23,018)		(23,018)		—		—	—		—
Repurchases of common stock	(35,423)		—		—		(252,304)	(16)		(35,407)
Shares and options issued under stock plans	16,504		—		—		117,941	7		16,497

Balance - December 31, 2022	938,284		814,487		(7,154)		32,152,787	2,145		128,806

Net earnings	108,543		108,543		—		—	—		—
Other comprehensive income	15,845		—		15,845		—	—		—
Dividends ($.79 per share)	(25,542)		(25,542)		—		—	—		—
Repurchases of common stock, including excise tax *	(4,514)		—		—		(32,558)	(2)		(4,512)
Shares and options issued under stock plans	21,368		—		—		134,499	9		21,359

Balance - December 31, 2023	$	1,053,984	$	897,488	$	8,691	32,254,728	$	2,152	$	145,653

* On August 16, 2022, the U.S. government enacted the Inflation Reduction Act (the "IRA") into law. The IRA imposes a 1% excise tax on share repurchases, which is effective for repurchases completed after December 31, 2022. The excise tax is recorded within equity as part of the repurchase of the common stock.


Goodwill at December 31, 2021	$	523,949
Goodwill as a result of the Kappa acquisition	216,295
Goodwill as a result of the Bergstrom acquisition	31,209
Impact due to change in foreign exchange rates	(1,944)
Goodwill at December 31, 2022	769,509
Goodwill as a result of the Bergstrom acquisition	341
Impact due to change in foreign exchange rates	9,057
Goodwill at December 31, 2023	$	778,907


	December 31, 2023		December 31, 2022
HNH	$	673,207	$	665,804
ANH	24,469		24,218
Specialty Products	81,175		79,429
Other and Unallocated	56		58
Total	$	778,907	$	769,509


						Amortization Period (in years)
Customer relationships and lists						10 - 20
Trademarks and trade names						2 - 17
Developed technology						5 - 12
Regulatory registration costs						5 - 10
Patents and trade secrets						15 - 17
Other						2 - 18


(in thousands)	2023		2022		Increase (Decrease)		% Change
Cash flows provided by operating activities	$	183,761	$	138,536	$	45,225	32.6	%
Cash flows used in investing activities	(34,813)		(416,014)		381,201		91.6	%
Cash flows (used in) provided by financing activities	(153,321)		246,679		(400,000)		(162.2)	%


New York, New York
February 16, 2024


	2023		2022		2021
Cash flows from operating activities:
Net earnings	$	108,543	$	105,367	$	96,104

Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	54,935		51,848		48,879
Stock compensation expense	16,052		13,224		10,802
Deferred income taxes	(10,814)		(8,362)		(5,944)
Provision for doubtful accounts	37		401		180
Unrealized (gain) loss on foreign currency transactions and deferred compensation	(733)		914		(384)
Asset impairment charge and (gain) loss on disposal of assets	7,031		366		(53)
Change in fair value of contingent consideration liability	(11,300)		—		—
Changes in assets and liabilities, net of acquired balances
Accounts receivable	6,969		(3,618)		(20,700)
Inventories	10,530		(7,804)		(21,023)
Prepaid expenses and other current assets	(3,540)		1,870		(881)
Accounts payable and accrued expenses	3,552		(15,543)		47,067
Income taxes	2,194		296		4,787
Other	305		(423)		1,680
Net cash provided by operating activities	183,761		138,536		160,514

Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired	(1,252)		(365,780)		—
Capital expenditures and intangible assets acquired	(37,892)		(49,945)		(37,363)
Proceeds from sale of assets	1,881		206		318
Proceeds from settlement of net investment hedge	2,740		—		—
Proceeds from insurance	—		—		1,831
Investment in affiliates	(290)		(495)		(86)
Net cash used in investing activities	(34,813)		(416,014)		(35,300)

Cash flows from financing activities:
Proceeds from revolving loan	18,000		435,000		5,000
Principal payments on revolving debt	(149,000)		(103,000)		(60,000)
Principal payment on acquired debt	—		(30,988)		—
Cash paid for financing costs	—		(1,232)		—
Principal payments on finance lease	(222)		(177)		(159)
Proceeds from stock options exercised	5,242		3,212		6,943
Dividends paid	(22,872)		(20,713)		(18,723)
Repurchases of common stock	(4,469)		(35,423)		(35,239)


Buildings			15-25 years
Equipment			2-28 years


Cash and cash equivalents	$	773
Accounts receivable	4,699
Inventories	3,972
Property, plant and equipment	2,243
Right of use assets	866
Customer relationships	29,900
Developed technology	4,600
Trademarks	2,300
Other assets	197
Accounts payable	(699)
Bank debt	(206)
Lease liabilities	(871)
Other liabilities	(462)
Goodwill	31,550
Total consideration on acquisition date and working capital adjustment	78,862
Net decrease to contingent consideration liability and other post-closing payments	(6,825)
Total expected consideration	72,037
To pay off bank debt	206
Total expected payments	$	72,243


Cash and cash equivalents	$	6,365
Accounts receivable	8,036
Inventories	17,600
Property, plant and equipment	9,854
Right of use assets	3,349
Customer relationships	88,813
Developed technology	15,643
Trademarks	5,046
Other assets	2,399
Accounts payable	(3,301)
Bank debt	(30,648)
Lease liabilities	(3,349)
Other liabilities	(4,461)
Deferred income taxes, net	(24,716)
Goodwill	216,383
Total consideration on acquisition date	307,013
Decrease to contingent consideration liability	(4,037)
Net gain on foreign currency exchange forward contracts	(512)
Total expected consideration	302,464
Kappa bank debt paid on acquisition date	30,648
Total expected payments	$	333,112


	Twelve Months ended December 31,
	Net Sales		Net Earnings
Kappa & Bergstrom actual results included in the Company's consolidated income statement in 2023	$	59,532	$	5,487

Kappa & Bergstrom actual results included in the Company's consolidated income statement in 2022	$	22,158	$	(5,359)

2023 Supplemental pro forma combined financial	$	922,439	$	116,317

2022 Supplemental pro forma combined financial	$	982,021	$	110,181

2021 Supplemental pro forma combined financial	$	859,252	$	90,672


	Increase/(Decrease) for the Year Ended December 31,
	2023		2022		2021
Cost of sales	$	1,900	$	1,302	$	845
Operating expenses	14,152		11,922		9,957
Net earnings	(12,375)		(10,214)		(8,370)


	Year Ended December 31,
Weighted Average Assumptions:	2023		2022		2021
Expected Volatility	28.1	%	30.3	%	32.9	%
Expected Term (in years)	4.8		7.3		4.9
Risk-Free Interest Rate	3.9	%	2.8	%	0.5	%
Dividend Yield	0.5	%	0.5	%	0.5	%


	Years Ended December 31,
	2023		2022		2021
Weighted-average fair value of options granted	$	40.91	$	44.77	$	33.11
Total intrinsic value of stock options exercised ($000s)	$	3,241	$	2,713	$	7,866


		Options Outstanding			Options Exercisable
Range of Exercise Prices	Shares Outstanding (000s)	Weighted Average Remaining Contractual Term	Weighted Average Exercise Price		Number Exercisable (000s)	Weighted Average Exercise Price
$54.87 - $85.33	387	3.5	$	72.41	387	$	72.41
$85.40 - $118.60	250	4.9	101.84		248	101.71
$118.96 - $150.85	441	8.1	133.93		85	123.47
	1,078	5.7	$	104.38	720	$	88.49


	2023		2022
Raw materials	$	39,517	$	44,477
Work in progress	3,960		3,143
Finished goods	66,044		72,048
Total inventories	$	109,521	$	119,668


	2023		2022
Land	$	11,787	$	11,415
Building	104,363		90,644
Equipment	312,704		278,851
Construction in progress	59,981		79,928
	488,835		460,838
Less: Accumulated depreciation	212,796		189,483
Property, plant and equipment, net	$	276,039	$	271,355


		2023				2022
	Amortization Period (In years)	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Customer relationships and lists	10-20	$	362,032	$	209,651	$	357,131	$	190,576
Trademarks and trade names	2-17	50,286		37,773		50,058		33,416
Developed technology	5-12	41,184		17,516		40,473		16,171
Other	2-18	25,733		23,083		25,041		19,245
		$	479,235	$	288,023	$	472,703	$	259,408

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	2023		2022
Deferred tax assets:
Inventories	$	1,049	$	1,038
Restricted stock and stock options	5,565		3,932
Lease liabilities	4,812		5,439
Research and development	12,653		4,134
Other	3,874		3,717
Total deferred tax assets	27,953		18,260
Deferred tax liabilities:
Amortization	$	(42,351)	$	(46,688)
Depreciation	(28,937)		(25,097)
Prepaid expenses	(421)		(462)
Foreign currency and interest rate swaps	(647)		(1,456)
Right of use assets	(4,574)		(5,324)
Other	(3,047)		(1,995)
Total deferred tax liabilities	(79,977)		(81,022)

Valuation allowance	(22)		(22)

Net deferred tax liability	$	(52,046)	$	(62,784)


(1) Other and Unallocated assets consist of certain cash, capitalized loan issuance costs, other assets, investments, and income taxes, which the Company does not allocate to its individual business segments. It also includes assets associated with a few minor businesses which individually do not meet the quantitative thresholds for separate presentation.
(2) Other and Unallocated consists of a few minor businesses which individually do not meet the quantitative thresholds for separate presentation and corporate expenses that have not been allocated to a segment. Unallocated corporate expenses consist of: (i) Transaction and integration costs, ERP implementation costs, and unallocated legal fees totaling $1,617, $3,581 and $1,264 for years ended December 31, 2023, 2022 and 2021, respectively, and (ii) Unallocated amortization expense of $312, $2,951, and $2,510 for years ended December 31, 2023, 2022, and 2021, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.


	Foreign currency translation adjustment		Cash flow hedge		Postretirement benefit plan		Total
Balance December 31, 2022	$	(8,401)	$	1,065	$	182	$	(7,154)
Other comprehensive income (loss)	16,809		(1,065)		101		15,845
Balance December 31, 2023	$	8,408	$	—	$	283	$	8,691


	2023		2022
Benefit obligation at beginning of year	$	1,465	$	1,293
Service cost with interest to end of year	108		79
Interest cost	62		26
Participant contributions	23		27
Benefits paid	(30)		(69)
Actuarial (gain) loss	(233)		109
Benefit obligation at end of year	$	1,395	$	1,465


	2023		2022
Fair value of plan assets at beginning of year	$	—	$	—
Employer contributions	7		42
Participant contributions	23		27
Benefits paid	(30)		(69)
Fair value of plan assets at end of year	$	—	$	—


	2023		2022
Accumulated postretirement benefit obligation	$	(1,395)	$	(1,465)
Fair value of plan assets	—		—
Funded status	(1,395)		(1,465)
Unrecognized prior service cost	9		74
Unrecognized net loss (gain)	(2)		(24)
Net amount recognized in consolidated balance sheet (after ASC 715) (included in "Other long-term obligations")	$	(1,395)	$	(1,465)
Accrued postretirement benefit cost (included in "Other long-term obligations")	N/A		N/A


Pension Fund	EIN/Pension Plan Number	Pension Plan Protection Act Zone Status		FIP/RP Status Pending/ Implemented	Contributions of Balchem Corporation			Surcharge Imposed	Expiration Date of Collective- Bargaining Agreement
		2023	2022		2023	2022	2021
Central States, Southeast and Southwest Areas Pension Fund	36-6044243	Critical & Declining as of 1/1/23	Critical & Declining as of 1/1/22	Implemented	$1,020	$939	$816	No	7/12/2025


	2023		2022
Benefit obligation	$	(1,660)	$	(1,589)
Fair value of plan assets	1,240		1,196
Funded status	(420)		(393)
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)	$	(420)	$	(393)
Accrued postretirement benefit cost (included in other long-term obligations)	N/A		N/A


Lease liabilities - current	2023		2022
Operating leases	$	3,949	$	3,796
Finance lease	272		226
Total	$	4,221	$	4,022


Lease liabilities - non-current	2023		2022
Operating leases	$	14,601	$	13,806
Finance lease	1,943		2,213
Total	$	16,544	$	16,019