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5 Paragon Drive , Montvale , NJ 07645 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: ( 845 ) 326-5600
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 ☐
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 September 30, 2026 and December 31, 2025 3
Condensed Consolidated Statements of Earnings for the Three and Nine Months Ended September 30, 2026 and 2025 4
Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2026 and 2025 5
Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Nine Months Ended September 30, 2026 and 2025 6
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2026 and 2025 8
Notes to Condensed Consolidated Financial Statements 9
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 September 30, 2026 December 31, 2025 Current assets: (unaudited) Cash and cash equivalents $ 66,264 $ 74,570 Accounts receivable, net of allowance for credit losses of $ 1,262 and $ 862 at September 30, 2026 and December 31, 2025, respectively 145,635 143,596 Inventories, net 177,006 131,449 Prepaid expenses 9,933 9,778 Other current assets 6,039 6,221 Total current assets 404,877 365,614 Property, plant and equipment, net 306,135 306,648 Goodwill 807,487 816,375 Customer relationships and lists, net 120,076 132,994 Other intangible assets with finite lives, net 27,290 30,295 Right of use assets - operating leases 16,319 14,672 Right of use assets - finance lease 1,364 1,520 Other non-current assets 20,024 18,134 Total assets $ 1,703,572 $ 1,686,252 Liabilities and Stockholders' Equity Current liabilities: Trade accounts payable $ 72,037 $ 60,425 Accrued expenses 59,154 49,288 Accrued compensation and other benefits 26,400 27,896 Dividends payable 164 31,044 Income taxes payable 2,385 3,912 Operating lease liabilities - current 3,762 3,614 Finance lease liabilities - current 213 205 Total current liabilities 164,115 176,384 Revolving loan 124,000 164,000 Deferred income taxes 52,273 54,143 Operating lease liabilities - non-current 13,085 11,324 Finance lease liabilities - non-current 1,384 1,544 Other long-term obligations 21,938 21,444 Total liabilities 376,795 428,839 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; 31,824,039 and 32,058,121 shares issued and outstanding at September 30, 2026 and December 31, 2025, respectively 2,123 2,139 Additional paid-in capital 47,221 92,331 Retained earnings 1,253,024 1,121,396 Accumulated other comprehensive income 24,409 41,547 Total stockholders' equity 1,326,777 1,257,413 Total liabilities and stockholders' equity $ 1,703,572 $ 1,686,252
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 September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Net earnings $ 46,728 $ 40,289 $ 131,628 $ 115,620 Other comprehensive (loss) income, net of tax: Foreign currency translation adjustment ( 2,791 ) 85 ( 17,427 ) 65,583 Change in postretirement benefit plans ( 9 ) ( 1 ) 289 ( 240 ) Other comprehensive (loss) income ( 2,800 ) 84 ( 17,138 ) 65,343 Comprehensive income $ 43,928 $ 40,373 $ 114,490 $ 180,963
See accompanying notes to condensed consolidated financial statements.
BALCHEM CORPORATION Condensed Consolidated Statements of Changes in Stockholders' Equity For the Three and Nine Months Ended September 30, 2026 and 2025 (Dollars in thousands, except share and per share data) (Unaudited)
See accompanying notes to condensed consolidated financial statements.
BALCHEM CORPORATION Condensed Consolidated Statements of Changes in Stockholders' Equity (continued) For the Three and Nine Months Ended September 30, 2026 and 2025 (Dollars in thousands, except share and per share data) (Unaudited) Total Stockholders' Equity Retained Earnings Accumulated Other Comprehensive Income (Loss) Common Stock Additional Paid-in Capital Shares Amount Balance - December 31, 2024 $ 1,149,913 $ 997,493 $ ( 23,747 ) 32,527,244 $ 2,170 $ 173,997 Net earnings 37,053 37,053 - - - - Other comprehensive income 21,484 - 21,484 - - - Repurchases of common stock ( 5,325 ) - - ( 32,869 ) ( 2 ) ( 5,323 ) Shares and options issued under stock plans 5,576 - - 117,169 7 5,569 Balance - March 31, 2025 1,208,701 1,034,546 ( 2,263 ) 32,611,544 2,175 174,243 Net earnings 38,278 38,278 - - - - Other comprehensive income 43,775 - 43,775 - - - Repurchases of common stock, including excise tax ( 33,348 ) - - ( 204,965 ) ( 13 ) ( 33,335 ) Shares and options issued under stock plans 10,507 - - 48,975 3 10,504 Balance - June 30, 2025 1,267,913 1,072,824 41,512 32,455,554 2,165 151,412 Net earnings 40,289 40,289 - - - - Other comprehensive income 84 - 84 - - - Repurchases of common stock, including excise tax ( 15,624 ) - - ( 95,760 ) ( 6 ) ( 15,618 ) Shares and options issued under stock plans 5,202 - - 16,520 1 5,201 Balance - September 30, 2025 $ 1,297,864 $ 1,113,113 $ 41,596 32,376,314 $ 2,160 $ 140,995
See accompanying notes to condensed consolidated financial statements. 7
BALCHEM CORPORATION Condensed Consolidated Statements of Cash Flows (Dollars in thousands) (unaudited) Nine Months Ended September 30, 2026 2025 Cash flows from operating activities: Net earnings $ 131,628 $ 115,620 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 37,100 33,969 Stock compensation expense 16,316 14,298 Deferred income taxes ( 860 ) ( 273 ) Provision for (recovery of) credit losses 410 ( 118 ) Unrealized loss (gain) on foreign currency transactions and deferred compensation 944 ( 1,207 ) Loss (gain) on disposal of assets and asset impairment 2,543 ( 94 ) Changes in assets and liabilities Accounts receivable ( 2,985 ) ( 8,900 ) Inventories ( 47,332 ) 2,622 Prepaid expenses and other current assets ( 194 ) 24 Accounts payable and accrued expenses 19,474 ( 9,024 ) Income taxes ( 1,677 ) 1,440 Other 1,177 924 Net cash provided by operating activities 156,544 149,281 Cash flows from investing activities: Capital expenditures and intangible assets acquired ( 29,605 ) ( 27,275 ) Cash paid for acquisitions, net of cash acquired - ( 323 ) Proceeds from sale of assets 7 267 Investment in affiliates ( 155 ) ( 144 ) Net cash used in investing activities ( 29,753 ) ( 27,475 ) Cash flows from financing activities: Proceeds from revolving loan 88,000 70,000 Principal payments on revolving loan ( 128,000 ) ( 106,000 ) Principal payments on finance leases ( 153 ) ( 145 ) Cash paid for financing costs ( 1,943 ) - Proceeds from stock options exercised 11,589 6,867 Dividends paid ( 30,773 ) ( 28,276 ) Repurchases of common stock ( 71,925 ) ( 54,008 ) Net cash used in financing activities ( 133,205 ) ( 111,562 ) Effect of exchange rate changes on cash ( 1,892 ) 5,334 (Decrease) increase in cash and cash equivalents ( 8,306 ) 15,578 Cash and cash equivalents beginning of period 74,570 49,515 Cash and cash equivalents end of period $ 66,264 $ 65,093
See accompanying notes to condensed consolidated financial statements. 8
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, 2025 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, 2025. 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 nine months ended September 30, 2026 are not necessarily indicative of the operating results expected for the full year or any interim period.
Recently Issued Accounting Standards In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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. While the adoption of ASU 2024-03 is not expected to have an effect on our consolidated financial statements, it is expected to result in incremental disclosures within the notes to our consolidated financial statements.
NOTE 2 - STOCKHOLDERS' EQUITY Stock-Based Compensation The Company's results for the three and nine months ended September 30, 2026 and 2025 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 September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Cost of sales $ 555 $ 382 $ 1,733 $ 1,356 Operating expenses 4,484 4,268 14,583 12,942 Net earnings ( 3,910 ) ( 3,626 ) ( 12,610 ) ( 11,131 )
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. 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 September 30, 2026, the Plan had 502,353 shares available for future awards. 9
Accounting Standards Codification ("ASC") 718, "Compensation-Stock Compensation", 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 nine months ended September 30, 2026, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions: Nine Months Ended September 30, 2026 2025 Dividend yields 0.5 % 0.6 % Expected volatilities 23.5 % 26.0 % Risk-free interest rates 3.8 % 4.5 % Expected lives 5.2 years 5.2 years
Option activity for the nine months ended September 30, 2026 and 2025 is summarized below: For the Nine Months Ended September 30, 2026 Shares (000s) Weighted Average Exercise Price Aggregate Intrinsic Value Weighted Average Remaining Contractual Term Outstanding as of December 31, 2025 900 $ 120.48 $ 29,888 5.2 Granted 71 178.68 Exercised ( 113 ) 102.69 Forfeited ( 1 ) 143.43 Canceled ( 2 ) 139.31 Outstanding as of September 30, 2026 855 $ 127.57 $ 32,936 5.1 Exercisable as of September 30, 2026 639 $ 116.86 $ 30,721 4.2
For the Nine Months Ended September 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 5.8 Granted 51 159.18 Exercised ( 76 ) 90.46 Forfeited ( 3 ) 142.33 Canceled ( 1 ) 139.81 Outstanding as of September 30, 2025 933 $ 119.11 $ 29,374 5.4 Exercisable as of September 30, 2025 661 $ 108.04 $ 27,784 4.3
Other information pertaining to option activity during the three and nine months ended September 30, 2026 and 2025 is as follows:
Three Months Ended September 30, Nine Months Ended September 30, 2026 2025 2026 2025 Weighted-average fair value of options granted $ - $ - $ 48.90 $ 48.86 Total intrinsic value of stock options exercised ($000s) $ 2,491 $ 621 $ 8,058 $ 5,380
The Company has Restricted Stock Grant Agreements with the Company's non - employee directors and certain employees, which are subject to time-based vesting requirements. The value of the restricted shares is based on the fair value of the award at the date of grant. Non-vested restricted stock activity for the nine months ended September 30, 2026 and 2025 is summarized below: Nine Months Ended September 30, 2026 2025 Shares (000s) Weighted Average Grant Date Fair Value Shares (000s) Weighted Average Grant Date Fair Value Non-vested balance as of December 31 147 $ 150.15 122 $ 141.62 Granted 66 177.16 65 158.89 Vested ( 52 ) 145.16 ( 34 ) 137.78 Forfeited ( 5 ) 156.26 ( 3 ) 148.11 Non-vested balance as of September 30 156 $ 163.10 150 $ 149.84
The Company also has performance share ("PS") awards, which provide the recipients the right to receive a certain number of shares of the Common Stock in the future, subject to certain performance hurdles, depending on the date of the grant: (1) an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period (typically three years ), (2) a relative total shareholder return ("TSR") market condition where vesting is dependent upon the Company's TSR performance over the performance period (typically three years ) relative to a comparator group consisting of the Russell 2000 index constituents, or (3) an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period (typically three years ) 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 using the following assumptions: Nine Months Ended September 30, 2026 2025 Dividend yields - % - % Expected volatilities 22.8 % 25.5 % Risk-free interest rates 3.5 % 4.3 % Initial TSR's 16.0 % - 8.8 %
Non-vested performance share activity for the nine months ended September 30, 2026 and 2025 is summarized below:
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