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BALCHEM CORPORATION QUARTERLY REPORT ON FORM 10-Q TABLE OF CONTENTS Page No. PART I FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets as of June 30 , 2025 and December 31, 2024 3
Condensed Consolidated Statements of Earnings for the Three and Six Months Ended June 30 , 2025 and 2024 4
Condensed Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30 , 2025 and 2024 5
Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30 , 2025 and 2024 6
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30 , 2025 and 2024 7
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 25
Item 3. Quantitative and Qualitative Disclosures About Market Risk 33
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 34
Item 1. Financial Statements BALCHEM CORPORATION Condensed Consolidated Balance Sheets (Dollars in thousands, except share and per share data) Assets June 30, 2025 (unaudited) December 31, 2024 Current assets: Cash and cash equivalents $ 65,427 $ 49,515 Accounts receivable, net of allowance for credit losses of $ 837 and $ 909 at June 30, 2025 and December 31, 2024, respectively 135,982 119,662 Inventories, net 148,150 130,802 Prepaid expenses 9,487 8,054 Other current assets 5,809 5,737 Total current assets 364,855 313,770 Property, plant and equipment, net 290,088 282,154 Goodwill 816,391 780,030 Customer relationships and lists, net 139,347 132,484 Other intangible assets with finite lives, net 32,518 32,566 Right of use assets - operating leases 15,655 15,320 Right of use assets - finance lease 1,626 1,730 Other non-current assets 17,767 17,317 Total assets $ 1,678,247 $ 1,575,371 Liabilities and Stockholders' Equity Current liabilities: Trade accounts payable $ 67,864 $ 54,745 Accrued expenses 47,955 43,750 Accrued compensation and other benefits 17,752 22,886 Dividends payable 124 28,510 Income taxes payable 571 4,466 Operating lease liabilities - current 3,672 3,134 Finance lease liabilities - current 199 194 Total current liabilities 138,137 157,685 Revolving loan 190,000 190,000 Deferred income taxes 47,773 43,722 Operating lease liabilities - non-current 12,158 12,967 Finance lease liabilities - non-current 1,648 1,749 Other long-term obligations 20,618 19,335 Total liabilities 410,334 425,458 Commitments and contingencies (Note 15) Stockholders' equity: Preferred stock, $ 25 par value. Authorized 2,000,000 shares; no ne issued and outstanding - - Common stock, $ 0.0667 par value. Authorized 120,000,000 shares; 32,455,554 and 32,527,244 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively 2,165 2,170 Additional paid-in capital 151,412 173,997 Retained earnings 1,072,824 997,493 Accumulated other comprehensive income (loss) 41,512 ( 23,747 ) Total stockholders' equity 1,267,913 1,149,913 Total liabilities and stockholders' equity $ 1,678,247 $ 1,575,371
See accompanying notes to condensed consolidated financial statements. 3
BALCHEM CORPORATION Condensed Consolidated Statements of Earnings (Dollars in thousands, except per share data) (unaudited)
See accompanying notes to condensed consolidated financial statements.
BALCHEM CORPORATION Condensed Consolidated Statements of Comprehensive Income (Dollars in thousands) (unaudited)
Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Net earnings $ 38,278 $ 32,069 $ 75,331 $ 61,055 Other comprehensive income (loss), net of tax: Foreign currency translation adjustment 43,776 ( 3,260 ) 65,498 ( 15,977 ) Change in postretirement benefit plans ( 1 ) ( 2 ) ( 239 ) 152 Other comprehensive income (loss) 43,775 ( 3,262 ) 65,259 ( 15,825 ) Comprehensive income $ 82,053 $ 28,807 $ 140,590 $ 45,230
See accompanying notes to condensed consolidated financial statements.
BALCHEM CORPORATION Condensed Consolidated Statements of Changes in Stockholders' Equity For the Three and Six Months Ended June 30, 2025 and 2024 (Dollars in thousands, except share and per share data)
See accompanying notes to condensed consolidated financial statements. 6
BALCHEM CORPORATION Condensed Consolidated Statements of Cash Flows (Dollars in thousands) (unaudited) Six Months Ended June 30, 2025 2024 Cash flows from operating activities: Net earnings $ 75,331 $ 61,055 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 22,417 26,174 Stock compensation expense 9,648 8,636 Deferred income taxes ( 124 ) ( 1,116 ) Provision for credit losses ( 108 ) 295 Unrealized gain on foreign currency transactions and deferred compensation ( 843 ) ( 507 ) (Gain) loss on disposal of assets and asset impairment ( 117 ) 313 Change in fair value of contingent consideration liability - ( 91 ) Changes in assets and liabilities Accounts receivable ( 13,262 ) 1,208 Inventories ( 13,074 ) ( 8,345 ) Prepaid expenses and other current assets ( 618 ) ( 1,160 ) Accounts payable and accrued expenses 8,682 ( 6,875 ) Income taxes ( 4,410 ) ( 1,441 ) Other 187 234 Net cash provided by operating activities 83,709 78,380 Cash flows from investing activities: Capital expenditures and intangible assets acquired ( 12,372 ) ( 13,788 ) Cash paid for acquisitions, net of cash acquired ( 323 ) - Proceeds from sale of assets 267 272 Investment in affiliates ( 105 ) ( 80 ) Net cash used in investing activities ( 12,533 ) ( 13,596 ) Cash flows from financing activities: Proceeds from revolving loan 63,000 26,000 Principal payments on revolving loan ( 63,000 ) ( 69,000 ) Principal payments on finance leases ( 97 ) ( 111 ) Proceeds from stock options exercised 6,222 9,682 Dividends paid ( 28,265 ) ( 25,568 ) Repurchases of common stock ( 38,589 ) ( 5,213 ) Net cash used in financing activities ( 60,729 ) ( 64,210 ) Effect of exchange rate changes on cash 5,465 ( 1,283 ) Increase (decrease) in cash and cash equivalents 15,912 ( 709 ) Cash and cash equivalents beginning of period 49,515 64,447 Cash and cash equivalents end of period $ 65,427 $ 63,738
See accompanying notes to condensed consolidated financial statements. 7
BALCHEM CORPORATION Notes to Condensed Consolidated Financial Statements (Unaudited) (All dollar amounts in thousands, except share and per share data)
NOTE 1 - CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The condensed consolidated financial statements presented herein have been prepared in accordance with the accounting policies described in the December 31, 2024 consolidated financial statements, and should be read in conjunction with the consolidated financial statements and notes, which appear in the Annual Report on Form 10-K for the year ended December 31, 2024. The condensed consolidated financial statements reflect the operations of Balchem Corporation and its subsidiaries (the "Company"or"Balchem"). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the unaudited condensed consolidated financial statements furnished in this Form 10-Q include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles ("U.S. GAAP"or"GAAP") governing interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934 (the "Exchange Act") and therefore do not include some information and notes necessary to conform to annual reporting requirements. The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results expected for the full year or any interim period. Certain reclassifications have been made to prior period amounts to conform with the current period's presentation.
Recently Issued Accounting Standards In November 2024, the FASB issued ASU 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)." The new guidance is intended to enhance transparency and disclosures by requiring public entities to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis. The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid. The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment in this update should be applied on a prospective basis, with retrospective application permitted. The Company is in the process of evaluating the impact that the adoption of ASU 2023-09 will have on the consolidated financial statements and related disclosures.
Recently Adopted Accounting Standards In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures." The ASU expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker ("CODM") and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning December 15, 2024. The Company adopted this accounting guidance on December 31, 2024, and applied it retrospectively to all prior periods presented in our consolidated financial statements. Refer to Note 10, Segment Information for the expanded disclosures.
NOTE 2 - STOCKHOLDERS' EQUITY Stock-Based Compensation The Company's results for the three and six months ended June 30, 2025 and 2024 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:
Increase/(Decrease) for the Increase/(Decrease) for the Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Cost of sales $ 536 $ 425 $ 974 $ 825 Operating expenses 5,302 3,461 8,674 7,811 Net earnings ( 4,577 ) ( 2,974 ) ( 7,506 ) ( 6,627 )
As allowed by Accounting Standards Codification ("ASC") 718, the Company has made an estimate of expected forfeitures based on its historical experience and is recognizing compensation cost only for those stock-based compensation awards expected to vest. The Company's omnibus incentive plan ("the Plan") allows for the granting of stock awards and options to purchase common stock. Both incentive stock options and nonqualified stock options can be awarded under the plan. No option will be exercisable for longer than ten years after the date of grant. The Company has approved and reserved a number of shares to be issued upon exercise of the outstanding options that is adequate to cover all exercises. As of June 30, 2025, the Plan had 686,270 shares available for future awards. Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three to five years for stock options, three years for employee restricted stock awards, three years for employee performance share awards, and one to three years for non-employee director restricted stock awards. Certain awards provide for accelerated vesting if there is a change in control (as defined in the plans) or other qualifying events.
Option activity for the six months ended June 30, 2025 and 2024 is summarized below: For the Six Months Ended June 30, 2025 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2024 962 $ 114.81 $ 46,346 Granted 51 159.18 Exercised ( 68 ) 91.48 Forfeited - - Canceled - - Outstanding as of June 30, 2025 945 $ 118.88 $ 38,084 5.6 Exercisable as of June 30, 2025 638 $ 106.87 $ 33,375 4.4
For the Six Months Ended June 30, 2024 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2023 1,078 $ 104.38 $ 47,889 Granted 113 143.43 Exercised ( 137 ) 70.75 Forfeited ( 2 ) 137.06 Canceled - - Outstanding as of June 30, 2024 1,052 $ 112.90 $ 43,199 6.0 Exercisable as of June 30, 2024 687 $ 98.31 $ 38,241 4.7
ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. The weighted average fair values of the stock options granted under the Plan were calculated using either the Black-Scholes model or the Binomial model, whichever was deemed to be most appropriate. For the six months ended June 30, 2025, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions: dividend yields of 0.6 %; expected volatilities of 26 %; risk-free interest rates of 4.5 %; and expected lives of 5.2 years. For the six months ended June 30, 2024, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions: dividend yields of 0.6 %; expected volatilities of 28 %; risk-free interest rates of 4.1 %; and expected lives of 5.0 years. The Company used a projected expected life for each award granted based on historical experience of employees' exercise behavior. Expected volatilities are based on the Company's historical volatility levels. Dividend yields are based on the Company's historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected life.
Other information pertaining to option activity during the three and six months ended June 30, 2025 and 2024 is as follows:
Three Months Ended June 30, Six Months Ended June 30, 2025 2024 2025 2024 Weighted-average fair value of options granted $ - $ - $ 48.86 $ 44.52 Total intrinsic value of stock options exercised ($000s) $ 3,370 $ 944 $ 4,759 $ 11,321
Non-vested restricted stock activity for the six months ended June 30, 2025 and 2024 is summarized below: Six Months Ended June 30, 2025 2024 Shares (000s) Weighted Average Grant Date Fair Value Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31 122 $ 141.62 116 $ 133.06 Granted 54 159.14 37 143.78 Vested ( 30 ) 137.83 ( 32 ) 119.11 Forfeited ( 1 ) 145.96 ( 2 ) 132.81 Non-vested balance as of June 30 145 $ 148.91 119 $ 140.14
Non-vested performance share activity for the six months ended June 30, 2025 and 2024 is summarized below:
Six Months Ended June 30, 2025 2024 Shares (000s) Weighted Average Grant Date Fair Value Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31 79 $ 150.73 76 $ 135.25 Granted 50 147.96 47 152.28 Vested ( 44 ) 130.29 ( 44 ) 106.57 Forfeited ( 4 ) 152.69 - - Non-vested balance as of June 30 81 $ 160.14 79 $ 150.73
The Company's performance share ("PS") awards provide the recipients the right to receive a certain number of shares of the Company's common stock in the future, subject to an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, or relative total shareholder return ("TSR") where vesting is dependent upon the Company's TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents. For grants made in 2025, the performance metrics are comprised of an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period and modified based on the Company's TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents. Expense is measured based on the fair value of the grant at the date of grant. A Monte-Carlo simulation has been used to estimate the fair value. The assumptions used in the fair value determination were risk free interest rates of 4.3 % and 4.2 %; dividend yields of 0.0 % and 0.0 %; volatilities of 26 % and 25 %; and initial TSR's of - 8.8 % and 10.3 %, in each case for the six months ended June 30, 2025 and 2024, respectively. Expense is estimated based on the number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved. The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The PS will cliff vest 100 % at the end of the third year following the grant in accordance with the performance metrics set forth. Grants may be subject to a mandatory holding period of one year from the vesting date. For PS awards granted in 2024 and 2025, grants are subject to such holding period.
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Balchem Corp, 10-QSEC EDGAR dosya no 000000932625000014
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