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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☑    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the quarterly period ended September 30, 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 classTrading symbolName of each exchange on which registered
Common Stock, par value $.06-2/3 per shareBCPCThe Nasdaq Stock Market LLC
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, or a smaller reporting 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑
As of October 19, 2023, the registrant had 32,241,056 shares of its Common Stock, $.06 2/3 par value, outstanding.

BALCHEM CORPORATION
QUARTERLY REPORT ON FORM 10-Q
TABLE OF CONTENTS
Page No.


Part I.    Financial Information

Item 1.    Financial Statements
BALCHEM CORPORATION
Condensed Consolidated Balance Sheets
(Dollars in thousands, except share and per share data)
AssetsSeptember 30, 2023 (unaudited)December 31, 2022
Current assets:(unaudited) 
Cash and cash equivalents$76,952 $66,560 
   Accounts receivable, net of allowance for doubtful accounts of $842 and $1,226 at
   September 30, 2023 and December 31, 2022 respectively
129,009 131,578 
Inventories, net116,346 119,668 
Prepaid expenses7,236 4,903 
Prepaid income taxes5,085 — 
Derivative assets— 5,993 
Other current assets6,594 7,101 
Total current assets341,222 335,803 
Property, plant and equipment, net268,834 271,355 
Goodwill766,545 769,509 
Intangible assets with finite lives, net192,168 213,295 
Right of use assets - operating leases16,066 17,094 
Right of use assets - finance lease2,155 2,338 
Other assets16,494 15,118 
Total assets$1,603,484 $1,624,512 
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable$49,698 $57,322 
Accrued expenses42,528 36,745 
Accrued compensation and other benefits11,771 16,544 
Dividends payable183 23,129 
Income taxes payable— 2,280 
Operating lease liabilities - current3,584 3,796 
Finance lease liabilities - current274 226 
Total current liabilities108,038 140,042 
Revolving loan380,569 440,569 
Deferred income taxes59,014 62,784 
Operating lease liabilities - non-current13,244 13,806 
Finance lease liabilities - non-current1,995 2,213 
Other long-term obligations15,357 26,814 
Total liabilities578,217 686,228 
Commitments and contingencies (Note 16)
Stockholders' equity:
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding
— — 
Common stock, $0.0667 par value. Authorized 120,000,000 shares; 32,240,144 and
   32,152,787 shares issued and outstanding at September 30, 2023 and
   December 31, 2022, respectively
2,151 2,145 
Additional paid-in capital140,966 128,806 
Retained earnings896,382 814,487 
Accumulated other comprehensive loss(14,232)(7,154)
Total stockholders' equity1,025,267 938,284 
Total liabilities and stockholders' equity$1,603,484 $1,624,512 
See accompanying notes to condensed consolidated financial statements.
3
BALCHEM CORPORATION
Condensed Consolidated Statements of Earnings
(Dollars in thousands, except per share data)
(unaudited)

 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Net sales$229,948 $244,267 $693,740 $709,827 
Cost of sales153,404 175,837 466,677 498,015 
Gross margin76,544 68,430 227,063 211,812 
Operating expenses:
Selling expenses18,258 16,590 55,125 49,566 
Research and development expenses3,868 2,996 11,113 9,149 
General and administrative expenses10,804 15,219 39,967 41,216 
 32,930 34,805 106,205 99,931 
Earnings from operations43,614 33,625 120,858 111,881 
Other expenses, net:
Interest expense, net6,594 3,642 17,322 5,147 
Other expense (income), net545 (1,102)(458)(1,239)
7,139 2,540 16,864 3,908 
Earnings before income tax expense36,475 31,085 103,994 107,973 
Income tax expense7,400 5,836 22,099 24,012 
Net earnings$29,075 $25,249 $81,895 $83,961 
Net earnings per common share - basic$0.91 $0.79 $2.55 $2.62 
Net earnings per common share - diluted$0.90 $0.78 $2.52 $2.59 
See accompanying notes to condensed consolidated financial statements.

4
BALCHEM CORPORATION
Condensed Consolidated Statements of Comprehensive Income
(Dollars in thousands)
(unaudited)

 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Net earnings$29,075 $25,249 $81,895 $83,961 
Other comprehensive loss, net of tax:
Foreign currency translation adjustment(14,425)(34,874)(6,117)(44,667)
Unrealized gain (loss) on cash flow hedge— 427 (1,065)2,850 
Change in postretirement benefit plans2 2 104 (59)
Other comprehensive loss(14,423)(34,445)(7,078)(41,876)
Comprehensive income (loss)$14,652 $(9,196)$74,817 $42,085 

See accompanying notes to condensed consolidated financial statements.

5
BALCHEM CORPORATION
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the Three and Nine Months Ended September 30, 2023 and 2022
(Dollars in thousands, except share and per share data)

Total
Stockholders'
Equity		Retained
Earnings		Accumulated
Other
Comprehensive
(Loss) Income		Common StockAdditional
Paid-in
Capital
SharesAmount
Balance - December 31, 2022$938,284 $814,487 $(7,154)32,152,787$2,145 $128,806 
Net earnings22,710 22,710 — —— — 
Other comprehensive income9,013 — 9,013 —— — 
Repurchases of common stock(3,849)— — (28,109)(2)(3,847)
Shares and options issued under stock plans7,258 — — 100,9497 7,251 
Balance - March 31, 2023973,416837,1971,85932,225,6272,150132,210
Net earnings30,110 30,110 — —— — 
Other comprehensive loss(1,668)— (1,668)—— — 
Repurchases of common stock(75)— — (567)— (75)
Shares and options issued under stock plans5,120 — — 14,1421 5,119 
Balance - June 30, 20231,006,903867,30719132,239,2022,151137,254
Net earnings29,075 29,075 — —— — 
Other comprehensive loss(14,423)— (14,423)—— — 
Repurchases of common stock(101)— — (775)— (101)
Shares and options issued under stock plans3,813 — — 1,717— 3,813 
Balance - September 30, 2023$1,025,267 $896,382 $(14,232)32,240,144$2,151 $140,966 
See accompanying notes to condensed consolidated financial statements.


6
BALCHEM CORPORATION
Condensed Consolidated Statements of Changes in Stockholders’ Equity (continued)
For the Three and Nine Months Ended September 30, 2023 and 2022
(Dollars in thousands, except share and per share data)

Total
Stockholders'
Equity		Retained
Earnings		Accumulated
Other
Comprehensive
(Loss) Income		Common StockAdditional
Paid-in
Capital
SharesAmount
Balance - December 31, 2021$877,015 $732,138 $(4,993)32,287,150$2,154 $147,716 
Net earnings28,930 28,930 — —— — 
Other comprehensive loss(1,296)— (1,296)—— — 
Repurchases of common stock(34,599)— — (245,685)(16)(34,583)
Dividends(10)(10)— —— — 
Shares and options issued under stock plans3,642 — — 74,6044 3,638 
Balance - March 31, 2022873,682761,058(6,289)32,116,0692,142116,771
Net earnings29,782 29,782 — —— — 
Other comprehensive loss(6,135)— (6,135)—— — 
Repurchases of common stock(600)— — (4,976)— (600)
Shares and options issued under stock plans4,641 — — 9,5001 4,640 
Balance - June 30, 2022901,370790,840(12,424)32,120,5932,143120,811
Net earnings25,249 25,249 — —— — 
Other comprehensive loss(34,445)— (34,445)—— — 
Repurchases of common stock(46)— — (361)— (46)
Shares and options issued under stock plans3,794 — — 14,6701 3,793 
Balance - September 30, 2022$895,922 $816,089 $(46,869)32,134,902$2,144 $124,558 
7
BALCHEM CORPORATION
Condensed Consolidated Statements of Cash Flows
(Dollars in thousands)
(unaudited)
 Nine Months Ended
September 30,
 20232022
Cash flows from operating activities:  
Net earnings$81,895 $83,961 
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization40,878 37,958 
Stock compensation expense12,267 9,838 
Deferred income taxes(2,422)1,513 
Provision for doubtful accounts1 379 
Unrealized gain on foreign currency transactions and deferred compensation(778)(1,262)
Asset impairment and loss on disposal of assets6,858 282 
Change in fair value of contingent consideration liability(9,900)— 
Changes in assets and liabilities
Accounts receivable2,606 (14,678)
Inventories2,545 (30,370)
Prepaid expenses and other current assets(2,703)(690)
Accounts payable and accrued expenses(6,429)14,358 
Income taxes(7,742)(5,732)
Other(721)1,324 
Net cash provided by operating activities116,355 96,881 
Cash flows from investing activities:
Cash paid for acquisitions, net of cash acquired(1,252)(365,780)
Capital expenditures and intangible assets acquired(26,317)(35,793)
Proceeds from sale of assets 1,881 198 
Proceeds from settlement of net investment hedge2,740 — 
Investment in affiliates— (150)
Net cash used in investing activities(22,948)(401,525)
Cash flows from financing activities:
Proceeds from revolving loan18,000 435,000 
Principal payments on revolving loan(78,000)(81,000)
Principal payments on acquired debt— (30,782)
Cash paid for financing costs— (1,232)
Principal payments on finance lease(166)(125)
Proceeds from stock options exercised3,888 2,172 
Dividends paid(22,872)(20,708)
Purchase of common stock(4,025)(35,245)
Net cash (used in) provided by financing activities(83,175)268,080 
Effect of exchange rate changes on cash160 (10,186)
Increase (decrease) in cash and cash equivalents10,392 (46,750)
Cash and cash equivalents beginning of period66,560 103,239 
Cash and cash equivalents end of period$76,952 $56,489 

See accompanying notes to condensed consolidated financial statements.
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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, 2022 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, 2022. 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, 2023 are not necessarily indicative of the operating results expected for the full year or any interim period.

Recently Adopted Accounting Pronouncements

In August 2023, the FASB issued Accounting Standards Update ("ASU") 2023-05, "Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement." The new guidance applies to the formation of a joint venture and requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is intended to reduce diversity in practice and is applicable to joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. While ASU 2023-05 is not currently applicable to Balchem, the Company will apply this guidance in future reporting periods after the guidance is effective to any future arrangements meeting the definition of a joint venture.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting", and in December 2022 subsequently issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” These ASU’s provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The Standards Updates provide optional expedients and exceptions for applying accounting principles generally accepted in the United States to contract modifications and hedging relationships that reference LIBOR or another reference rate that are expected to be discontinued. The Standards Updates were effective upon issuance and can generally be applied through December 31, 2024. Due to the discontinuation of LIBOR and under the relief provided by Topic 848, during the third quarter of 2022, the Company modified its interest rate swap and replaced LIBOR with 1-month CME Term SOFR. The modification of the agreement did not have a significant impact on the Company's consolidated financial statements and disclosures. The interest rate swap matured on June 27, 2023.


NOTE 2 – SIGNIFICANT ACQUISITIONS
Cardinal Associates Inc. ("Bergstrom")
On August 30, 2022, the Company's wholly-owned subsidiary Albion Laboratories, Inc. ("Albion") entered into a Stock Purchase Agreement, and closed on such transaction with Cardinal Associates Inc. ("Cardinal"), a corporation organized under the laws of the State of Washington, pursuant to which Albion acquired 100% of the voting equity interests of Cardinal and its Bergstrom Nutrition business (collectively, "Bergstrom"). Bergstrom Nutrition is a leading science-based manufacturer of MSM, based in Vancouver, Washington. MSM is a widely used nutritional ingredient with strong scientific evidence supporting its benefits for joint health, sports nutrition, skin and beauty, healthy aging, and pet health. The addition of OptiMSM®, Bergstrom Nutrition's MSM brand, to the Company's portfolio within the Human Nutrition and Health and Animal Nutrition and Health segments provides a synergistic scientific advantage in Balchem's key strategic therapeutic focus areas such as longevity and performance and is a strong fit with Balchem's specialty, science-backed mineral products.
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The Company made payments of $72,143 for the acquisition, amounting to $71,937 to the former shareholders or on behalf of the former shareholders and $206 to pay off Bergstrom's bank debt. Net of cash acquired of $773, total payments made to the former shareholders or on behalf of the former shareholders of Bergstrom were $71,164. The acquisition was primarily financed through the 2022 Credit Agreement (see Note 8, Revolving Loan). In connection with this transaction, the former shareholders of Bergstrom have an opportunity to receive an additional payment in the second quarter of 2024 if certain financial performance targets and other metrics are met, and therefore, the Company recorded a contingent consideration liability, which was valued at $1,500 as of September 30, 2023 and was included in "Accrued expenses" on the condensed consolidated balance sheets. The Company also made an additional post-closing payment of $910 in the third quarter of 2023 that was negotiated as a deduction of the cash consideration at closing. As a result, total payments related to the transaction are expected to be $73,643, comprised of the cash consideration at closing of $70,892, a working capital adjustment of $341, an additional post-closing payment of $910, and the fair value of the earn-out payment of $1,500.
The goodwill of $31,550 that arose on the acquisition date consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. 80% of the goodwill is assigned to the Human Nutrition and Health business segment and 20% of the goodwill is assigned to the Animal Nutrition and Health business segment. For tax purposes, a joint election under 338(h)(10) was made to treat the stock acquisition as a deemed asset acquisition, therefore generating tax amortizable goodwill.
The following table summarizes the fair values of the assets acquired and liabilities assumed:

Cash and cash equivalents$773 
Accounts receivable4,699 
Inventories3,972 
Property, plant and equipment2,243 
Right of use assets866 
Customer relationships29,900 
Developed technology4,600 
Trademarks2,300 
Other assets197 
Accounts payable(699)
Bank debt(206)
Lease liabilities(871)
Other liabilities(462)
Goodwill31,550 
Total consideration on acquisition date and working capital adjustment78,862 
Net decrease to contingent consideration liability and other post-closing payments(5,425)
Total expected consideration73,437 
To pay off bank debt206 
Total expected payments$73,643 
The fair value of tangible and intangible assets acquired and liabilities assumed is based on management’s estimates and assumptions. In preparing our fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized include net realizable value for inventory, multi-period excess earnings method for customer relationships, the relief from royalty method for other intangible assets, and a scenario-based approach for the contingent consideration.
Customer relationships are amortized over a 15-year period utilizing a percentage of excess earnings over economic life method. The corporate trademark and product trademarks are amortized over 2 years and 10 years, respectively, and developed technology is amortized over 12 years, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
Transaction and integration costs related to the Bergstrom acquisition are included in general and administrative expenses and were $(3,342) and $(9,222) for the three and nine months ended September 30, 2023, respectively. These amounts included favorable adjustments to transaction costs of $3,500 and $9,900 for the three and nine months ended September 30, 2023,
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respectively. Transaction and integration costs related to the Bergstrom acquisition were $593 and $668 for the three and nine months ended September 30, 2022.
Kechu BidCo AS and Its Subsidiary Companies ("Kappa")
On June 21, 2022, Balchem Corporation and its wholly-owned subsidiary, Balchem B.V., completed the acquisition of Kechu BidCo AS and its subsidiary companies, including Kappa Bioscience AS, a leading science-based manufacturer of specialty vitamin K2 for the human nutrition industry, headquartered in Oslo, Norway (all acquired companies collectively referred to as “Kappa”). Kappa manufactures specialty vitamin K2, a fast-growing specialty vitamin that plays a crucial role in the human body for bone health, heart health and immunity. Primarily, vitamin K2 supports the transport and distribution of calcium in the body. Vitamin K2 is important at all life stages, from pregnancy and early life to healthy aging. The acquisition strengthens the Company's scientific and technical expertise, geographic reach, and marketplace leadership, which should ultimately lead to accelerated growth for the Company's portfolios within the Human Nutrition and Health segment.
The Company made payments of approximately kr3,305,653 ("kr" indicates the Norwegian krone), amounting to approximately kr3,001,981 to the former shareholders and approximately kr303,672 to Kappa's lenders to pay off all Kappa bank debt. Net of cash acquired of kr63,064, total payments to the former shareholders were kr2,938,917. Net of gains on foreign currency forward contracts of $512, these payments translated to approximately $333,112, amounting to approximately $302,464 paid to the former shareholders and approximately $30,648 to Kappa's lenders. Net of cash acquired of $6,365, total payments made to the former shareholders of Kappa were approximately $296,099. The acquisition was primarily financed through the 2018 Credit Agreement (see Note 8, Revolving Loan). In connection with this transaction, the former shareholders of Kappa have an opportunity to receive an additional payment in the second quarter of 2024 if certain financial performance targets and other metrics are met. There was no contingent consideration liability recorded as of September 30, 2023.
The goodwill of $216,383 that arose on the acquisition date consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. The goodwill is assigned to the Human Nutrition and Health business segment and is not deductible for income tax purposes.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. The transactions were completed in Norwegian kroner ("NOK") and the amounts were translated to U.S. dollars ("USD") using the foreign currency exchange rate as of June 21, 2022.

Cash and cash equivalents$6,365 
Accounts receivable8,036 
Inventories17,600 
Property, plant and equipment9,854 
Right of use assets3,349 
Customer relationships88,813 
Developed technology15,643 
Trademarks5,046 
Other assets2,399 
Accounts payable(3,301)
Bank debt(30,648)
Lease liabilities(3,349)
Other liabilities(4,461)
Deferred income taxes, net(24,716)
Goodwill216,383 
Total consideration on acquisition date307,013 
Decrease to contingent consideration liability(4,037)
Net gain on foreign currency exchange forward contracts(512)
Total expected consideration302,464 
Kappa bank debt paid on acquisition date30,648 
Total expected payments$333,112 
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The fair value of tangible and intangible assets acquired and liabilities assumed is based on management’s estimates and assumptions. In preparing our fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized include net realizable value for inventory, multi-period excess earnings method for customer relationships, the relief from royalty method for other intangible assets, and a scenario-based approach for the contingent consideration.
Customer relationships are amortized over a 15-year period utilizing a percentage of excess earnings over economic life method. The corporate trademark and product trademarks are amortized over 2 years and 10 years, respectively, and developed technology is amortized over 12 years, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
Transaction and integration costs related to the Kappa acquisition are included in general and administrative expenses and were $46 and $525 for the three and nine months ended September 30, 2023, respectively, and $989 and $1,440 for the three and nine months ended September 30, 2022. The following selected unaudited pro forma information presents the consolidated results of operations as if the business combinations in 2022 had occurred as of January 1, 2021.

Three Months Ended September 30,Nine Months Ended September 30,
Net SalesNet EarningsNet SalesNet Earnings
Kappa & Bergstrom actual results included in the Company's consolidated income statement in three and nine months ended September 30, 2023$16,568 $4,732 $44,313 $3,517 
2023 Supplemental pro forma combined financial$229,948 $30,937 $693,740 $88,155 
2022 Supplemental pro forma combined financial$247,614 $26,831 $749,489 $86,275 

The above selected unaudited pro forma information includes the following acquisition-related adjustments: (1) additional amortization of intangible assets and depreciation of fixed assets; (2) adjustments related to the fair value of the acquired inventory, (3) adjustments to interest expense on borrowings at rates in effect during the related period, factoring in estimated payments based on free cash flow, and (4) other one-time adjustments.
The pro forma information presented does not purport to be indicative of the results that actually would have been attained if these acquisitions had occurred at the beginning of the periods presented and is not intended to be a projection of future results.


NOTE 3 - STOCKHOLDERS' EQUITY
Stock-Based Compensation
The Company’s results for the three and nine months ended September 30, 2023 and 2022 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

Increase/(Decrease) for theIncrease/(Decrease) for the
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cost of sales$477 $386 $1,436 $1,062 
Operating expenses3,272 2,563 10,831 8,776 
Net earnings(2,884)(2,251)(9,447)(7,563)

As allowed by 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.

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The Company's omnibus incentive 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 September 30, 2023, the plan had 1,035,010 shares available for future awards, which included an additional 800,000 shares approved by the Company's shareholders during its annual meeting of shareholders held on June 22, 2023. 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 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 nine months ended September 30, 2023 and 2022 is summarized below:

For the Nine Months Ended September 30, 2023Shares (000s)Weighted
Average
Exercise
Price		Aggregate
Intrinsic
Value		Weighted
Average
Remaining
Contractual
Term
Outstanding as of December 31, 20221,045 $99.82 $27,221 
Granted109 138.09 
Exercised(47)82.70 
Forfeited(11)131.79 
Canceled(1)138.07 
Outstanding as of September 30, 20231,095 $104.00 $26,825 5.9
Exercisable as of September 30, 2023728 $88.01 $26,512 4.6
For the Nine Months Ended September 30, 2022Shares (000s)Weighted
Average
Exercise
Price		Aggregate
Intrinsic
Value		Weighted
Average
Remaining
Contractual
Term
Outstanding as of December 31, 2021867 $88.19 $69,711 
Granted239 139.04 
Exercised(31)70.06 
Forfeited(12)125.05 
Canceled— — 
Outstanding as of September 30, 20221,063 $99.74 $27,308 6.6
Exercisable as of September 30, 2022656 $81.45 $26,312 5.2

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 Plans 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, 2023, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions: dividend yields of 0.5%; expected volatilities of 28%; risk-free interest rates of 3.9%; and expected lives of 4.8 years. For the nine months ended September 30, 2022, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions: dividend yields of 0.5%; expected volatilities of 30%; risk-free interest rates of 2.8%; and expected lives of 7.3 years.
The Company used a projected expected life for each award granted based on historical experience of employees’ exercise behavior. Expected volatility is 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.


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Other information pertaining to option activity during the three and nine months ended September 30, 2023 and 2022 is as follows:

 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Weighted-average fair value of options granted$— $48.55 $40.91 $44.77 
Total intrinsic value of stock options exercised ($000s)$100 $815 $2,280 $1,964 
Non-vested restricted stock activity for the nine months ended September 30, 2023 and 2022 is summarized below:
Nine Months Ended September 30,
20232022
Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance as of December 31122 $124.42 166 $99.70 
Granted39 137.48 40 137.03 
Vested(34)111.48 (78)81.11 
Forfeited(4)128.06 (7)116.72 
Non-vested balance as of September 30123 $132.01 121 $122.96 

Non-vested performance share activity for the nine months ended September 30, 2023 and 2022 is summarized below:

Nine Months Ended September 30,
20232022
Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance as of December 3170 $127.69 69$110.72 
Granted42 139.66 39114.22
Vested(36)98.84 (35)53.17
Forfeited— — (3)84.09
Non-vested balance as of September 3076 $135.25 70$127.69 

The 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, and 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. Expense is measured based on the fair value at the date of grant utilizing a Black-Scholes methodology to produce a Monte-Carlo simulation model which allows for the incorporation of the performance hurdles that must be met before the PS vests. The assumptions used in the fair value determination were risk free interest rates of 4.2% and 1.8%; dividend yields of 0.5% and 0.5%; volatilities of 32% and 32%; and initial TSR’s of 4.2% and -15.7%, in each case for the nine months ended September 30, 2023 and 2022, 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.
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As of September 30, 2023 and 2022, there were $22,470 and $23,665, respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans. As of September 30, 2023, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.8 years. The Company estimates that share-based compensation expense for the year ended December 31, 2023 will be approximately $16,000.
Repurchase of Common Stock
The Company's 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 3,099,999 shares have been purchased. The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it is advisable to do so based on its assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The Company also repurchases (withholds) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan. Such repurchases of shares from employees are funded with existing cash on hand. During the nine months ended September 30, 2023, the Company purchased 29,451 shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan at an average cost of $136.69. During the nine months ended September 30, 2022, the Company purchased 251,022 shares from open market purchases and from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan at an average cost of $140.41.


NOTE 4 – INVENTORIES
Inventories, net of reserves at September 30, 2023 and December 31, 2022 consisted of the following:

September 30, 2023December 31, 2022
Raw materials$35,592 $44,477 
Work in progress10,904 3,143 
Finished goods69,850 72,048 
Total inventories$116,346 $119,668 


NOTE 5 – PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at September 30, 2023 and December 31, 2022 are summarized as follows:
 September 30, 2023December 31, 2022
Land$11,535 $11,415 
Building103,125 90,644 
Equipment306,222 278,851 
Construction in progress53,643 79,928 
 474,525 460,838 
Less: accumulated depreciation205,691 189,483 
Property, plant and equipment, net$268,834 $271,355 

In accordance with Topic 360, the Company reviews long-lived assets for impairment on an annual basis and also whenever events indicate that the carrying amount of the assets may not be fully recoverable. 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. Included in “General and administrative expenses” were $1,618 and $7,764 of restructuring-related impairment and asset disposal charges for the three and nine months ended September 30, 2023. There were no such charges for the three and nine months ended September 30, 2022.

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NOTE 6 - INTANGIBLE ASSETS
The Company had goodwill in the amount of $766,545 and $769,509 as of September 30, 2023 and December 31, 2022, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The decrease in goodwill is primarily due to foreign currency translation adjustments.
Identifiable intangible assets with finite lives at September 30, 2023 and December 31, 2022 are summarized as follows:

 Amortization
Period
(in years)		Gross Carrying Amount at September 30, 2023Accumulated Amortization at September 30, 2023Gross Carrying Amount at December 31, 2022Accumulated Amortization at December 31, 2022
Customer relationships & lists
10-20
$356,329 $204,001 $357,131 $190,576 
Trademarks & trade names
2-17
50,034 36,453 50,058 33,416 
Developed technology
5-12
40,395 16,883 40,473 16,171 
Other
2-18
25,325 22,578 25,041 19,245 
 $472,083 $279,915 $472,703 $259,408 
Amortization of identifiable intangible assets was approximately $6,947 and $21,132 for the three and nine months ended September 30, 2023, respectively, and $7,922 and $19,683 for the three and nine months ended September 30, 2022, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $6,931 for the remainder of 2023, $18,967 for 2024, $15,513 for 2025, $15,342 for 2026, $14,852 for 2027 and $14,454 for 2028. At September 30, 2023 and December 31, 2022, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350. Identifiable intangible assets are reflected in “Intangible assets with finite lives, net” in the Company’s condensed consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization during the nine months ended September 30, 2023 and 2022.


NOTE 7 - EQUITY METHOD INVESTMENT
In 2013, the Company and Eastman Chemical Company (formerly Taminco Corporation) formed a joint venture (66.66% / 33.34% ownership), St. Gabriel CC Company, LLC, to design, develop, and construct an expansion of the Company’s St. Gabriel aqueous choline chloride plant. The Company contributed the St. Gabriel plant, at cost, and all continued expansion and improvements are funded by the owners. The joint venture became operational as of July 1, 2016. St. Gabriel CC Company, LLC is a Variable Interest Entity (VIE) because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support. Additionally, voting rights (2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture. The Company receives up to 2/3 of the production offtake capacity and absorbs operating expenses approximately proportional to the actual percentage of offtake. The joint venture is accounted for under the equity method of accounting since the Company is not the primary beneficiary as the Company does not have the power to direct the activities of the joint venture that most significantly impact its economic performance. The Company recognized a loss of $118 and $396 for the three and nine months ended September 30, 2023, respectively, and $140 and $420 for the three and nine months ended September 30, 2022, respectively, relating to its portion of the joint venture's expenses in other expense. The Company made capital contributions to the investment totaling $69 and $141 for the three and nine months ended September 30, 2023, respectively, and $89 and $222 for the three and nine months ended September 30, 2022. The carrying value of the joint venture at September 30, 2023 and December 31, 2022 was $4,039 and $4,295, respectively, and is recorded in "Other assets".

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NOTE 8 – REVOLVING LOAN
On June 27, 2018, the Company and a bank syndicate entered into a credit agreement (the "2018 Credit Agreement"), which provided for revolving loans up to $500,000, due on June 27, 2023. During the second quarter of 2022, the Company borrowed $345,000 under the 2018 Credit Agreement to fund the Kappa acquisition (see Note 2, Significant Acquisitions). On July 27, 2022, the Company entered into an Amended and Restated Credit Agreement (the "2022 Credit Agreement") with certain lenders in the form of a senior secured revolving credit facility, due on July 27, 2027. The 2022 Credit Agreement allows for up to $550,000 of borrowing. The loans may be used for working capital, letters of credit, and other corporate purposes and may be drawn upon at the Company’s discretion. The Company used initial proceeds from the 2022 Credit Agreement to repay the outstanding balance of $433,569 due in June 2023 under the 2018 Credit Agreement. During the third quarter of 2022, the Company borrowed another $70,000 to fund the Bergstrom acquisition (see Note 2, Significant Acquisitions). As of September 30, 2023 and December 31, 2022, the total balance outstanding on the 2022 Credit Agreement amounted to $380,569 and $440,569. There are no installment payments required on the revolving loans; they may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date.
Amounts outstanding under the 2022 Credit Agreement are subject to an interest rate equal to a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate. The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 6.545% at September 30, 2023. The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the 2022 Credit Agreement and ranges from 0.150% to 0.225% (0.175% at September 30, 2023). The unused portion of the revolving loan amounted to $169,431 at September 30, 2023. The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.
Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the 2022 Credit Agreement, which is not materially different than the effective interest method. Capitalized costs net of accumulated amortization were $1,102 and $1,317 at September 30, 2023 and December 31, 2022, respectively, and are included in "Other Assets" on the condensed consolidated balance sheets. Amortization expense pertaining to these costs totaled $71 and $215 for the three and nine months ended September 30, 2023, respectively, and $121 and $262 for the three and nine months ended September 30, 2022, respectively, and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.
The 2022 Credit Agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio. At September 30, 2023, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements is secured by assets of the Company.

NOTE 9– NET EARNINGS PER SHARE
The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Net Earnings - Basic and Diluted$29,075 $25,249 $81,895 $83,961 
Shares (000s)
Weighted Average Common Shares - Basic32,116 32,010 32,102 32,017 
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares360 357 338 375 
Weighted Average Common Shares - Diluted32,476 32,367 32,440 32,392 
Net Earnings Per Share - Basic$0.91 $0.79 $2.55 $2.62 
Net Earnings Per Share - Diluted$0.90 $0.78 $2.52 $2.59 
The number of anti-dilutive shares were 332,339 and 355,419 for the three and nine months ended September 30, 2023, respectively, and 362,203 and 369,183 for the three and nine months ended September 30, 2022, respectively. Anti-dilutive shares could potentially dilute basic earnings per share in future periods and therefore, were not included in diluted earnings per share.
17


NOTE 10 – INCOME TAXES
The Company’s effective tax rate for the three months ended September 30, 2023 and 2022, was 20.3% and 18.8%, respectively, and 21.3% and 22.2% for the nine months ended September 30, 2023 and 2022, respectively. The increase in the quarter to date rate was primarily due to certain higher state taxes and lower tax benefits from stock-based compensation. The decrease in the year to date rate was primarily due to certain lower state taxes and higher tax benefits from stock-based compensation.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company regularly reviews its deferred tax assets for recoverability and would establish a valuation allowance if it believed that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations and the expected timing of the reversals of existing temporary differences.
The Company accounts for uncertainty in income taxes utilizing ASC 740-10, "Income Taxes". ASC 740-10 clarifies whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosures. The application of ASC 740-10 requires judgment related to the uncertainty in income taxes and could impact our effective tax rate.
The Company files income tax returns in the U.S. and in various states and foreign countries. As of September 30, 2023, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2018. The Company had approximately $4,572 and $5,815 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of September 30, 2023 and December 31, 2022, respectively. The Company includes interest expense or income as well as potential penalties on unrecognized tax positions as a component of "Income tax expense" in the condensed consolidated statements of earnings. Total accrued interest and penalties related to uncertain tax positions at September 30, 2023 and December 31, 2022 was approximately $1,622 and $1,735, respectively, and are included in "Other long-term obligations".


NOTE 11 – SEGMENT INFORMATION
Balchem Corporation reports three reportable segments: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".
The segment information is summarized as follows:

Business Segment AssetsSeptember 30,
2023		December 31,
2022
Human Nutrition and Health$1,177,021 $1,170,238 
Animal Nutrition and Health163,272 175,972 
Specialty Products164,924 177,187 
Other and Unallocated (1)
98,267 101,115 
Total$1,603,484 $1,624,512 

18

Business Segment Net Sales		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$144,455 $142,655 $412,777 $396,728 
Animal Nutrition and Health53,944 65,604 180,162 197,546 
Specialty Products30,004 29,641 94,961 99,622 
Other and Unallocated (2)
1,545 6,367 5,840 15,931 
Total$229,948 $244,267 $693,740 $709,827 


Business Segment Earnings Before Income Taxes		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$31,275 $20,584 $77,209 $64,592 
Animal Nutrition and Health5,070 8,036 22,230 26,943 
Specialty Products8,740 7,105 25,984 24,785 
Other and Unallocated (2)
(1,471)(2,100)(4,565)(4,439)
Interest and other expense(7,139)(2,540)(16,864)(3,908)
Total$36,475 $31,085 $103,994 $107,973 


Depreciation/Amortization		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$9,640 $9,569 $28,567 $24,316 
Animal Nutrition and Health2,117 1,681 5,885 5,010 
Specialty Products1,831 1,839 5,440 5,670 
Other and Unallocated (2)
216 1,008 986 2,962 
Total$13,804 $14,097 $40,878 $37,958 


Capital Expenditures		Nine Months Ended September 30,
 20232022
Human Nutrition and Health$18,745 $22,513 
Animal Nutrition and Health4,247 8,748 
Specialty Products2,663 3,139 
Other and Unallocated (2)
178 550 
Total$25,833 $34,950 

(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 and unallocated legal fees totaling $384 and $1,600 for the three and nine months ended September 30, 2023, respectively, and $1,640 and $2,816 for the three and nine months ended September 30, 2022, respectively, and (ii) Unallocated amortization expense of $0 and $312 for the three and nine months ended September 30, 2023, and $734 and $2,213 for the three and nine months ended September 30, 2022, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.


19
NOTE 12 – REVENUE
Revenue Recognition
Revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration the Company expects to realize in exchange for those goods.
The following table presents revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Product Sales$218,033 $233,823 $660,773 $677,136 
Co-manufacturing6,917 8,109 21,437 26,235 
Consignment4,324 1,484 9,297 4,064 
Product Sales Revenue229,274 243,416 691,507 707,435 
Royalty Revenue674 851 2,233 2,392 
Total Revenue$229,948 $244,267 $693,740 $709,827 

The following table presents revenues disaggregated by geography, based on the shipping addresses of customers:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
United States$176,765 $174,564 $515,099 $518,131 
Foreign Countries53,183 69,703 178,641 191,696 
Total Revenue$229,948 $244,267 $693,740 $709,827 


Product Sales Revenues
The Company’s primary operation is the manufacturing and sale of health and nutrition ingredient products, in which the Company receives an order from a customer and fulfills that order. The Company’s product sales are considered point-in-time revenue and consist of three sub-streams: product sales, co-manufacturing, and consignment.
Under the co-manufacturing agreements, the Company is responsible for the manufacture of a finished good where the customer provides the majority of the raw materials. The Company controls the manufacturing process and the ultimate end-product before it is shipped to the customer. Based on these factors, the Company has determined that it is the principal in these agreements and therefore revenue is recognized in the gross amount of consideration the Company expects to be entitled to for the goods provided.

Royalty Revenues
Royalty revenue consists of agreements with customers to use the Company’s intellectual property in exchange for a sales-based royalty. Royalties are considered over time revenue and are recorded in the HNH segment.

Contract Liabilities
The Company records contract liabilities when cash payments are received or due in advance of performance, including amounts which are refundable.
The Company’s payment terms vary by the type and location of customers and the products offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products are delivered to the customer.
20
Practical Expedients and Exemptions
The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling and marketing expenses.
The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for products shipped.


NOTE 13 – SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the nine months ended September 30, 2023 and 2022 for income taxes and interest is as follows:
Nine Months Ended September 30,
20232022
Income taxes$30,899 $29,846 
Interest$20,085 $6,169 


NOTE 14 – ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The changes in accumulated other comprehensive loss were as follows:

 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Net foreign currency translation adjustment$(14,425)$(34,874)$(6,117)$(44,667)
Net change of cash flow hedge (see Note 20 for further
   information)
Unrealized gain (loss) on cash flow hedge— 564 (1,406)3,770 
Tax— (137)341 (920)
Net of tax— 427 (1,065)2,850 
Net change in postretirement benefit plan (see Note 15 for
   further information)
Amortization of prior service cost— 2 — 6 
Amortization of loss2 — 6 — 
Prior service credit and gain arising during the period— — 132 (41)
Total before tax2 2 138 (35)
Tax— — (34)(24)
Net of tax2 2 104 (59)
Total other comprehensive loss$(14,423)$(34,445)$(7,078)$(41,876)
21
Included in "Net foreign currency translation adjustment" were losses of $0 and $1,455 related to a net investment hedge, which were net of tax benefit of $0 and $1,114 for the three and nine months ended September 30, 2023, respectively. Included in "Net foreign currency translation adjustment" were gains of $5,065 and $10,151 related to a net investment hedge, which were net of tax expense of $1,635 and $3,277 for the three and nine months ended September 30, 2022, respectively. The Company settled its derivative instruments on their maturity date of June 27, 2023. See Note 20, Derivative Instruments and Hedging Activities.
Accumulated other comprehensive (loss) income at September 30, 2023 and December 31, 2022 consisted of the following:

 Foreign currency
translation
adjustment		Cash flow hedgePostretirement
benefit plan		Total
Balance December 31, 2022$(8,401)$1,065 $182 $(7,154)
Other comprehensive income (loss)(6,117)(1,065)104 (7,078)
Balance September 30, 2023$(14,518)$— $286 $(14,232)



NOTE 15 – EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
The Company sponsors one 401(k) savings plan for eligible employees, which allows participants to make pretax contributions and the Company matches certain percentages of those pretax contributions. The remaining plan also has a discretionary profit sharing portion and matches 401(k) contributions with shares of the Company’s Common Stock. All amounts contributed to the plan are deposited into a trust fund administered by independent trustees. On June 21, 2022, the Company completed the acquisition of Kappa, which sponsors one defined contribution plan for its employees. In addition, on August 30, 2022, the Company completed the acquisition of Bergstrom, which sponsored one defined contribution plan for its employees. The Bergstrom plan was merged into the Company sponsored 401(k) savings plan on January 1, 2023.

Postretirement Medical Plans
The Company provides postretirement benefits in the form of two unfunded postretirement medical plans; one that is under a collective bargaining agreement and covers eligible retired employees of the Verona facility and one for officers of the Company pursuant to the Balchem Corporation Officer Retiree Program.
Net periodic benefit costs for such retirement medical plans were as follows:

 Nine Months Ended September 30,
 20232022
Service cost$81 $59 
Interest cost46 20 
Amortization of prior service cost— 6 
Amortization of loss6 — 
Net periodic benefit cost$133 $85 

The amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 are $1,462 and $1,465, respectively, and are included in "Other long-term obligations." These plans are unfunded and approved claims are paid from Company funds. Historical cash payments made under such plans have typically been less than $200 per year.

Defined Benefit Pension Plans
On May 27, 2019, the Company acquired Chemogas, which has an unfunded defined benefit pension plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 were $379 and $393, respectively, and were included in "Other long-term obligations".
22

Net periodic benefit costs for such benefit pensions plans were as follows:
Nine Months Ended September 30,
 20232022
Service cost with interest to end of year$46 $30 
Interest cost47 12 
Expected return on plan assets(30)(26)
Total net periodic benefit cost$63 $16 


Deferred Compensation Plan
The Company provides 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, and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $9,611 as of September 30, 2023, of which $9,594 was included in "Other long-term obligations" and $17 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets. The deferred compensation liability was $8,543 as of December 31, 2022, of which $8,527 was included in "Other long-term obligations" and $16 was included in "Accrued compensation and other benefits" on the Company’s condensed consolidated balance sheets. The related rabbi trust assets were $9,613 and $8,547 as of September 30, 2023 and December 31, 2022, respectively, and were included in "Other non-current assets" on the Company's condensed consolidated balance sheets.


NOTE 16 – COMMITMENTS AND CONTINGENCIES
The Company is obligated to make rental payments under non-cancelable operating and finance leases. Aggregate future minimum rental payments required under these leases at September 30, 2023 are disclosed in Note 19, Leases.
The Company’s Verona, Missouri facility, while held by a prior owner, Syntex Agribusiness, Inc. (“Syntex”), was designated by the U.S. Environmental Protection Agency (the "EPA") as a Superfund site and placed on the National Priorities List in 1983 because of dioxin contamination on portions of the site. Remediation was conducted by Syntex under the oversight of the EPA and the Missouri Department of Natural Resources. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site. One of the sellers, in turn, has the benefit of certain contractual indemnification by Syntex in relation to the implementation of the above-described Superfund remedy. In February 2022, BCP Ingredients, Inc. ("BCP"), the Company's subsidiary that operates the site, and Syntex received a Special Notice Letter from the EPA to initiate negotiations regarding the performance of a focused remedial investigation/feasibility study ("RI/FS") at the site with regard to the presence of certain contaminants, including 1,4-dioxane and chlorobenzene. In June 2023, BCP, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for RI/FS under which (a) BCP will conduct a source investigation of potential source(s) of releases of 1,4-dioxane and chlorobenzene at a portion of the site and (b) BCP and Syntex will complete a RI/FS to determine a potential remedy, if any is required. Activities under the ASAOC are underway and expected to continue for some period of time.
Separately, in June 2022, the EPA conducted an inspection of BCP’s Verona, Missouri facility which was followed by BCP entering into an Administrative Order for Compliance on Consent (“AOC”) with the EPA in relation to its risk management program at the Verona facility. Further, in January 2023, BCP entered into an Amended AOC with the EPA whereby the parties agreed to the extension of certain timelines. BCP has timely completed all requirements under the Amended AOC as of June 30, 2023. In connection with the EPA’s inspection from June 2022, the Company believes that a loss contingency in this matter is probable and reasonably estimable and has recorded a loss contingency in an amount that is not material to its financial performance or operations.
In addition to the above, from time to time, the Company is a party to various legal proceedings, litigation, claims and assessments. While it is not possible to predict the ultimate disposition of each of these matters, management believes that the ultimate outcome of such matters will not have a material effect on the Company's consolidated financial position, results of operations, liquidity or cash flows.


23

NOTE 17 – FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at September 30, 2023 and December 31, 2022 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio. The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments. Cash and cash equivalents at September 30, 2023 and December 31, 2022 includes $24,746 and $934 in money market funds and other interest-bearing deposit accounts, respectively.
Non-current assets at September 30, 2023 and December 31, 2022 includes $9,613 and $8,547, respectively, of rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, “Fair Value Measurement.”
The contingent consideration liabilities included on the balance sheet as of September 30, 2023 and December 31, 2022 amount to $1,500 and $11,400, respectively, and were valued using level three inputs, as defined by ASC 820, "Fair Value Measurement".
The Company also had derivative financial instruments, consisting of a cross-currency swap and an interest rate swap, which were included in "Derivative assets" in the Company's condensed consolidated balance sheets. The fair values of these derivative instruments were determined based on Level 2 inputs, using significant inputs that are observable either directly or indirectly, including interest rate curves and implied volatilities. The Company settled its cross-currency swap and interest rate swap on June 27, 2023 and had no other derivatives outstanding as of September 30, 2023. The derivative assets related to the cross-currency swap and the interest rate swap were $4,587 and $1,406 at December 31, 2022, respectively.


NOTE 18 – RELATED PARTY TRANSACTIONS
The Company provides services under a contractual agreement to St. Gabriel CC Company, LLC. These services include accounting, information technology, quality control, and purchasing services, as well as operation of the St. Gabriel CC Company, LLC plant. The Company also sells raw materials to St. Gabriel CC Company, LLC. These raw materials are used in the production of finished goods that are, in turn, sold by Saint Gabriel CC Company, LLC to the Company for resale to unrelated parties. As such, the sale of these raw materials to St. Gabriel CC Company, LLC in this scenario lacks economic substance and therefore the Company does not include them in net sales within the condensed consolidated statements of earnings.
Payments for the services the Company provided amounted to $1,094 and $3,294 for the three and nine months ended September 30, 2023, respectively and $1,188 and $3,185 for the three and nine months ended September 30, 2022, respectively. The raw materials purchased and subsequently sold amounted to $7,274 and $27,069 for the three and nine months ended September 30, 2023, respectively, and $11,937 and $32,158 for the three and nine months ended September 30, 2022, respectively. These services and raw materials are primarily recorded in cost of goods sold, net of the finished goods received from St. Gabriel CC Company, LLC of $5,903 and $22,198 during the three and nine months ended September 30, 2023, respectively, and $9,249 and $23,971 for the three and nine months ended September 30, 2022, respectively. At September 30, 2023 and December 31, 2022, the Company had receivables of $8,369 and $8,820, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold. At September 30, 2023 and December 31, 2022, the Company had payables of $5,972 and $5,224, respectively, recorded in accounts payable for finished goods received from St. Gabriel CC Company, LLC. The Company had payables in the amount of $296 related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accounts payable at both September 30, 2023 and December 31, 2022.


24
NOTE 19 – LEASES
The Company has both real estate leases and equipment leases. The main types of equipment leases include forklifts, trailers, printers and copiers, railcars, and trucks. Leases are categorized as both operating leases and finance leases. The Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the condensed consolidated balance sheet. Management determined that since the Company has a centralized treasury function, the parent company would either fund or guarantee a subsidiary's loan for borrowing over a similar term. As such, the Company's management determined it is appropriate to utilize a corporate based borrowing rate for all locations. The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio. The Company's borrowing history shows that interest rates of a term loan or a line of credit depend on the duration of the loan rather than the nature of the assets purchased by those funds. Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms. Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during the third quarter of 2023: (1) 1-2 years, 6.50% (2) 3-4 years, 7.09% (3) 5-9 years, 7.43% and (4) 10+ years, 8.15%.
Right of use assets and lease liabilities at September 30, 2023 and December 31, 2022 are summarized as follows:

Right of use assetsSeptember 30, 2023December 31, 2022
Operating leases$16,066 $17,094 
Finance leases2,155 2,338 
Total$18,221 $19,432 

Lease liabilities - currentSeptember 30, 2023December 31, 2022
Operating leases$3,584 $3,796 
Finance leases274 226 
Total$3,858 $4,022 

Lease liabilities - non-currentSeptember 30, 2023December 31, 2022
Operating leases$13,244 $13,806 
Finance leases1,995 2,213 
Total$15,239 $16,019 
25
For the three and nine months ended September 30, 2023 and 2022, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Lease Cost
Operating lease cost$1,326 $1,190 $3,972 $2,782 
Finance lease cost
Amortization of ROU asset61 53 181 157 
Interest on lease liabilities29 30 87 91 
Total finance lease90 83 268 248 
Total lease cost$1,416 $1,273 $4,240 $3,030 
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$1,232 $1,164 $3,441 $2,772 
Operating cash flows from finance leases29 30 87 91 
Financing cash flows from finance leases56 42 166 125 
$1,317 $1,236 $3,694 $2,988 
Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed$1,110 $2,275 $3,715 $7,552 
Weighted-average remaining lease term - operating leases5.49 years3.83 years5.49 years3.83 years
Weighted-average remaining lease term - finance leases9.29 years10.65 years9.29 years10.65 years
Weighted-average discount rate - operating leases4.3 %2.9 %4.3 %2.9 %
Weighted-average discount rate - finance leases5.0 %5.1 %5.0 %5.1 %
Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2023 aggregated to approximately $1,326 and $3,972, respectively, and $1,190 and $2,782 for the three and nine months ended September 30, 2022, respectively.
Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2023 are as follows:

Year 
October 1, 2023 to December 31, 2023$1,301 
20244,648 
20253,635 
20263,120 
20272,651 
20282,151 
Thereafter5,304 
Total minimum lease payments$22,810 

26
NOTE 20 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
On May 28, 2019, the Company entered into a pay-fixed (2.05%), receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023, which was designated as cash flow hedge. The net interest income related to the interest rate swap contract was $0 and $1,518 for the three and nine months ended September 30, 2023, respectively, and $35 for the three months ended September 30, 2022. The net interest expense related to the interest rate swap contract was $842 for the nine months ended September 30, 2022. The net interest income and expense were recorded in the condensed consolidated statements of earnings under "Interest expense, net."
On May 28, 2019, the Company also entered into a pay-fixed (0.00%), receive-fixed (2.05%) cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas, which was designated as net investment hedge. The derivative had a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023. The interest income related to the cross-currency swap contract was $0 and $1,119 for the three and nine months ended September 30, 2023, respectively, and $569 and $1,682 for the three and nine months ended September 30, 2022, respectively. The interest income was recorded in the condensed consolidated statements of earnings under "Interest expense, net."
The Company settled its derivative instruments on their maturity date of June 27, 2023 and had no other derivatives outstanding as of September 30, 2023. The proceeds from the settlement of the cross-currency swap in the amount of $2,740 were classified as investing activities in the Consolidated Statements of Cash Flows.
As of December 31, 2022, the fair value of the derivative instruments is presented as follows in the Company's condensed consolidated balance sheets:
Derivative assetsDecember 31, 2022
   Interest rate swap$1,406 
   Cross-currency swap4,587 
   Derivative assets$5,993 
Gains and losses on our hedging instruments were recognized in accumulated other comprehensive income (loss) and categorized as follows for the three and nine months ended September 30, 2023 and 2022:

Location within Statements of Comprehensive IncomeThree Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Cash flow hedge (interest rate swap), net of taxUnrealized gain (loss) on cash flow hedge, net$— $427 $(1,065)$2,850 
Net investment hedge (cross-currency swap), net of taxNet foreign currency translation adjustment— 5,065 (1,455)10,151 
Total$— $5,492 $(2,520)$13,001 
In connection with the Kappa acquisition (see Note 2, Significant Acquisitions), the Company entered into four short-term foreign currency exchange forward contracts to manage fluctuations in foreign currency exchange rates. The Company did not designate these contracts as hedged transactions under the applicable sections of ASC Topic 815, "Derivatives and Hedging". For the nine months ended September 30, 2022, the net gains on these forward contracts of $512 were recorded in other income or loss in the condensed consolidated statements of earnings. As of September 30, 2023, the Company did not maintain any open foreign currency exchange forward contracts as all four contracts expired during 2022.



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Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations
(All amounts in thousands, except share and per share data)

Forward-Looking Statements
This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our expectation or belief concerning future events that involve risks and uncertainties. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar expressions generally intended to identify forward-looking statements. Actions and performance could differ materially from what is contemplated by the forward-looking statements contained in this report. Factors that might cause differences from the forward-looking statements include those referred to or identified in Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2022 and other factors that may be identified elsewhere in this report. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Factors that may affect our forward-looking statements include, among other things: (1) adverse impacts to our business operations due to pandemics, epidemics or other public health emergencies; (2) our ability to manage risks associated with our sales to customers and manufacturing operations outside the United States; (3) supply chain disruptions due to political unrest, terrorist acts, and national and international conflicts; (4) reliability and sufficiency of our manufacturing facilities; (5) our ability to recruit and retain a highly qualified and diverse workforce; (6) our ability to effectively manage labor relations; (7) the effects of global climate change or other unexpected events, including global health crises, that may disrupt our operations; (8) our ability to manage risks related to our information technology and operational technology systems and cybersecurity; (9) our reliance on third-party vendors for many of the critical elements of our global information and operational technology infrastructure and their failure to provide effective support for such infrastructure; (10) disruption and breaches of our information systems; (11) increased competition and our ability to anticipate evolving trends in the market; (12) global economic conditions, including inflation, recession, changes in tariffs and trade relations; (13) raw material shortages or price increases; (14) currency translation and currency transaction risks; (15) interest rate risks; (16) our ability to successfully consummate and manage acquisitions, joint ventures and divestitures; (17) our ability to effectively manage and implement restructuring initiatives or other organizational changes; (18) changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our operations or supply chain; (19) adverse publicity or consumer concern regarding the safety or quality of food products containing our products; (20) the outcome of any litigation, governmental investigations or proceedings; (21) product liability claims and recalls; (22) our ability to protect our brand reputation and trademarks; (23) claims of infringement of intellectual property rights by third parties; (24) risks related to corporate social responsibility and reputational matters; (25) improper conduct by any of our employees, agents or business partners; (26) changes to, or changes in interpretations of, current laws and regulations, and loss of governmental permits and approvals; and (27) ability of our customers to use the ethylene oxide process to sterilize medical devices.


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 three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".
Balchem is committed to solving today's challenges to shape a healthier tomorrow by operating responsibly and providing innovative solutions for the health and nutritional needs of the world. Sustainability is at the heart of our company's vision to make the world a healthier place, and we proudly support the Ten Principles of the United Nations Global Compact on human rights, labor, environment and anti-corruption. Our Sustainability Framework focuses on the most critical ESG topics relevant to our business and stakeholders. We are very proud of our ESG accomplishments to date and will continue to foster these fundamental principles broadly along our entire value chain, develop new ideas and technologies that help us work smarter, and help build a world that is a better place to live.
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As of September 30, 2023, we employed approximately 1,297 full time employees worldwide. Although we are facing challenging labor markets, we believe that we have been successful in attracting skilled, experienced, and diverse personnel in a competitive environment and that our human capital resources are adequate to perform all business functions. In addition, we continue to enhance technology in order to optimize productivity and performance.
Acquisitions
On August 30, 2022, we completed the acquisition of Bergstrom, a leading science-based manufacturer of methylsulfonylmethane ("MSM"), based in Vancouver, Washington, and on June 21, 2022, we completed the acquisition of Kappa, a leading science-based manufacturer of specialty vitamin K2 for the human nutrition industry, headquartered in Oslo, Norway. Details related to both acquisitions are disclosed in Note 2, Significant Acquisitions.

Segment Results
We sell products for all three 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 and nine months ended September 30, 2023 and 2022:

Business Segment Net SalesThree Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Human Nutrition & Health$144,455 $142,655 $412,777 $396,728 
Animal Nutrition & Health53,944 65,604 180,162 197,546 
Specialty Products30,004 29,641 94,961 99,622 
Other and Unallocated (1)
1,545 6,367 5,840 15,931 
Total$229,948 $244,267 $693,740 $709,827 

Business Segment Earnings From OperationsThree Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Human Nutrition & Health$31,275 $20,584 $77,209 $64,592 
Animal Nutrition & Health5,070 8,036 22,230 26,943 
Specialty Products8,740 7,105 25,984 24,785 
Other and Unallocated (1)
(1,471)(2,100)(4,565)(4,439)
Total$43,614 $33,625 $120,858 $111,881 
(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 and unallocated legal fees totaling $384 and $1,600 for the three and nine months ended September 30, 2023, respectively, and $1,640 and $2,816 for the three and nine months ended September 30, 2022, respectively, and (ii) Unallocated amortization expense of $0 and $312 for the three and nine months ended September 30, 2023, and $734 and $2,213 for the three and nine months ended September 30, 2022, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.
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Results of Operations - Three Months Ended September 30, 2023 and 2022

Net Earnings
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Net sales$229,948 $244,267 $(14,319)(5.9)%
Gross margin76,544 68,430 8,114 11.9 %
Operating expenses32,930 34,805 (1,875)(5.4)%
Earnings from operations43,614 33,625 9,989 29.7 %
Other expenses7,139 2,540 4,599 181.1 %
Income tax expense7,400 5,836 1,564 26.8 %
Net earnings$29,075 $25,249 $3,826 15.2 %
Net Sales
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Human Nutrition & Health$144,455 $142,655 $1,800 1.3 %
Animal Nutrition & Health53,944 65,604 (11,660)(17.8)%
Specialty Products30,004 29,641 363 1.2 %
Other1,545 6,367 (4,822)(75.7)%
Total$229,948 $244,267 $(14,319)(5.9)%

•The increase in net sales within the Human Nutrition & Health segment for the third quarter of 2023 as compared to the third quarter of 2022 was primarily driven by higher sales within the minerals and nutrients business, the incremental contribution of the Bergstrom acquisition, and a favorable impact related to changes in foreign currency exchange rates, partially offset by lower sales within food and beverage markets. Total sales for this segment grew 1.3%, with volume and mix contributing 2.6%, the change in foreign currency exchange rates contributing 0.6%, and average selling prices contributing -2.0%.

•The decrease in net sales within the Animal Nutrition & Health segment for the third quarter of 2023 compared to the third quarter of 2022 was driven by lower sales in both the ruminant and monogastric species markets, partially offset by a favorable impact related to changes in foreign currency exchange rates. Total sales for this segment decreased by 17.8%, with volume and mix contributing -15.2%, average selling prices contributing -4.8%, and the change in foreign currency exchange rates contributing 2.2%.

•The increase in net sales within the Specialty Products segment for the third quarter of 2023 compared to the third quarter of 2022 was due to higher sales in the plant nutrition business and a favorable impact related to changes in foreign currency exchange rates, partially offset by lower sales in the performance gases business. Total sales for this segment increased by 1.2%, with average selling prices contributing 3.4%, the change in foreign currency exchange rates contributing 2.4%, and volume and mix contributing -4.5%.

•Sales relating to Other decreased from the prior year due to lower demand.

•Sales may fluctuate in future periods based on macroeconomic conditions, competitive dynamics, changes in customer preferences, and our ability to successfully introduce new products to the market.

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Gross Margin
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Gross margin$76,544 $68,430 $8,114 11.9 %
% of net sales33.3 %28.0 %
Gross margin dollars increased in the third quarter of 2023 compared to the third quarter of 2022 due to higher average selling prices and a decrease in cost of goods sold of $22,433. The 12.8% decrease in cost of goods sold was mainly driven by certain lower manufacturing input costs.
Operating Expenses
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Operating expenses$32,930 $34,805 $(1,875)(5.4)%
% of net sales14.3 %14.2 %
The decrease in operating expenses in the third quarter of 2023 compared to the third quarter of 2022 was primarily due to reduced transaction and integration-related costs of $4,708, partially offset by a restructuring-related impairment charge of $1,618 and higher compensation-related expenses of $1,576.
Earnings from Operations
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Human Nutrition & Health$31,275 $20,584 $10,691 51.9 %
Animal Nutrition & Health5,070 8,036 (2,966)(36.9)%
Specialty Products8,740 7,105 1,635 23.0 %
Other and unallocated(1,471)(2,100)629 30.0 %
Earnings from operations$43,614 $33,625 $9,989 29.7 %
% of net sales (operating margin)19.0 %13.8 %

•Human Nutrition & Health segment earnings from operations increased $10,691 and the gross margin contribution was $10,110. In addition, operating expenses decreased by $578, primarily due to a favorable adjustment to transaction costs of $2,800, partially offset by a restructuring-related impairment charge of $1,262 and increased compensation-related expenses of $625.

•Animal Nutrition & Health segment earnings from operations decreased $2,966. Gross margin decreased $2,367. In addition, operating expenses increased by $598, primarily due to increased compensation-related expenses of $586 and a restructuring-related impairment charge of $356, partially offset by a favorable adjustment to transaction costs of $700.

•Specialty Products segment earnings from operations increased $1,635, primarily driven by higher average selling prices and lower manufacturing input costs.

•The increase in Other and unallocated was primarily driven by lower unallocated corporate expenses, partially offset by the aforementioned lower sales.


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Other Expenses
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Interest expense$6,594 $3,642 $2,952 81.1 %
Other (income) expense, net545 (1,102)1,647 (149.5)%
$7,139 $2,540 $4,599 181.1 %

Interest expense for the three months ended September 30, 2023 and 2022 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The increase of $2,952 in interest expense is due to higher interest rates.
Income Tax Expense
Three Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Income tax expense$7,400 $5,836 $1,564 26.8 %
Effective tax rate20.3 %18.8 %
The increase in the effective tax rate was primarily due to certain higher state taxes and lower tax benefits from stock-based compensation.

Results of Operations - Nine Months Ended September 30, 2023 and 2022

Net Earnings
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Net sales$693,740 $709,827 $(16,087)(2.3)%
Gross margin227,063 211,812 15,251 7.2 %
Operating expenses106,205 99,931 6,274 6.3 %
Earnings from operations120,858 111,881 8,977 8.0 %
Other expenses16,864 3,908 12,956 331.5 %
Income tax expense22,099 24,012 (1,913)(8.0)%
Net earnings$81,895 $83,961 $(2,066)(2.5)%
Net Sales
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Human Nutrition & Health$412,777 $396,728 $16,049 4.0 %
Animal Nutrition & Health180,162 197,546 (17,384)(8.8)%
Specialty Products94,961 99,622 (4,661)(4.7)%
Other5,840 15,931 (10,091)(63.3)%
Total$693,740 $709,827 $(16,087)(2.3)%

•The increase in net sales within the Human Nutrition & Health segment for the nine months ended September 30, 2023 as compared to 2022 was primarily driven by the contribution from recent acquisitions and a favorable impact related to changes in foreign currency exchange rates, partially offset by lower sales within food and beverage markets and the minerals and nutrients business. Total sales for this segment grew 4.0%, with average selling prices contributing 4.8%, the change in foreign currency exchange rates contributing 0.2%, and volume and mix contributing -1.0%.

•The decrease in net sales within the Animal Nutrition & Health segment for the nine months ended September 30, 2023 as compared to 2022 was primarily driven by lower sales in the monogastric market, partially offset by incremental sales related to the Bergstrom acquisition, and a favorable impact related to changes in foreign currency exchange rates. Total sales for this segment decreased by 8.8%, with volume and mix contributing -8.8%, average selling prices contributing -0.4%, and the change in foreign currency exchange rates contributing 0.5%.
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•The decrease in net sales within the Specialty Products segment for the nine months ended September 30, 2023 as compared to 2022 was primarily due to lower sales in both the plant nutrition and performance gases businesses, partially offset by a favorable impact related to changes in foreign currency exchange rates. Total sales for this segment decreased by 4.7%, with volume and mix contributing -11.1%, the change in foreign currency exchange rates contributing 0.4%, and average selling prices contributing 6.0%.

•Sales relating to Other decreased from the prior year primarily due to lower demand.

•Sales may fluctuate in future periods based on macroeconomic conditions, competitive dynamics, changes in customer preferences, and our ability to successfully introduce new products to the market.

Gross Margin
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Gross margin$227,063 $211,812 $15,251 7.2 %
% of net sales32.7 %29.8 %
Gross margin dollars increased in the nine months ended September 30, 2023 as compared to 2022 due to higher average selling prices and a decrease in cost of goods sold of $31,338. The 6.3% decrease in cost of goods sold was mainly driven by certain lower manufacturing input costs.
Operating Expenses
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Operating expenses$106,205 $99,931 $6,274 6.3 %
% of net sales15.3 %14.1 %
The increase in operating expenses in the nine months ended September 30, 2023 as compared to 2022 was primarily due to restructuring-related impairment and asset disposal charges of $7,764, incremental operating expenses related to the Kappa and Bergstrom acquisitions of $7,099, and higher compensation-related expenses of $1,306, partially offset by reduced transaction and integration-related costs of $10,625.
Earnings from Operations
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Human Nutrition & Health$77,209 $64,592 $12,617 19.5 %
Animal Nutrition & Health22,230 26,943 (4,713)(17.5)%
Specialty Products25,984 24,785 1,199 4.8 %
Other and unallocated(4,565)(4,439)(126)(2.8)%
Earnings from operations$120,858 $111,881 $8,977 8.0 %
% of net sales (operating margin)17.4 %15.8 %

•Human Nutrition & Health segment earnings from operations increased $12,617 and the gross margin contribution was $19,709. This was partially offset by an increase in operating expenses of $7,093, primarily due to the incremental operating expenses related to the Kappa and Bergstrom acquisitions of $6,902 and restructuring-related impairment and asset disposal charges of $6,031, partially offset by favorable adjustments to transaction costs of $7,920.

•Animal Nutrition & Health segment earnings from operations decreased $4,713. Gross margin decreased $3,576 primarily due to lower sales. Additionally, operating expenses for this segment increased by $1,136, which was largely related to restructuring-related impairment charges of $1,444, higher compensation-related costs of $529, an increase in amortization of $363, and incremental operating expenses related to the Bergstrom acquisition of $197, partially offset by favorable adjustments to transaction costs of $1,980.
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•Specialty Products segment earnings from operations increased $1,199, which was primarily driven by a 434 basis point increase in gross margin as a percent of sales. The increase in gross margin was due to higher average selling prices and decreases in certain manufacturing input costs. The increase was partially offset by an increase in operating expenses of $776, primarily driven by higher compensation-related expenses of $1,114.

•The decrease in Other and unallocated was primarily driven by the aforementioned lower sales, partially offset by decreases of unallocated corporate expenses.

Other Expenses
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Interest expense$17,322 $5,147 $12,175 236.5 %
Other (income) expense, net(458)(1,239)781 (63.0)%
$16,864 $3,908 $12,956 331.5 %

Interest expense for the nine months ended September 30, 2023 and 2022 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The increase of $12,175 in interest expense is due to the additional borrowings in connection with the acquisitions and higher interest rates.
Income Tax Expense
Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Income tax expense$22,099 $24,012 $(1,913)(8.0)%
Effective tax rate21.3 %22.2 %

The decrease in the effective tax rate was primarily due to certain lower state taxes and higher tax benefits from stock-based compensation.


Liquidity and Capital Resources
During the nine months ended September 30, 2023, there were no material changes outside the ordinary course of business in the specified contractual obligations set forth in our Annual Report on Form 10-K for the year ended December 31, 2022. 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 $76,952 at September 30, 2023 from $66,560 at December 31, 2022. At September 30, 2023, the Company had $65,475 of cash and cash equivalents held by foreign subsidiaries. We presently intend 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 in order 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 these funds. Working capital was $233,184 at September 30, 2023 as compared to $195,761 at December 31, 2022, an increase of $37,423. Cash at September 30, 2023 reflects net repayments on the revolving loan of $60,000, capital expenditures and intangible assets acquired of $26,317, and payment of declared dividends in 2023 of $22,872.

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Nine Months Ended September 30,Increase
(Decrease)
(in thousands)20232022% Change
Cash flows provided by operating activities$116,355 $96,881 $19,474 20.1 %
Cash flows used in investing activities(22,948)(401,525)378,577 94.3 %
Cash flows (used in) provided by
financing activities		(83,175)268,080 (351,255)131.0 %
Operating Activities
The increase in cash flows from operating activities was primarily driven by the impact from changes in working capital.
Investing Activities
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 $26,317 and $35,793 for the nine months ended September 30, 2023 and 2022, respectively. In 2022, we completed the acquisitions of Kappa and Bergstrom. Cash paid for these acquisitions, net of cash acquired, amounted to $1,252 and $365,780, for the nine months ended September 30, 2023 and 2022, respectively.
Financing Activities
During 2023, we borrowed $18,000 under the 2022 Credit Agreement and made total loan payments of $78,000, resulting in $169,431 available under the 2022 Credit Agreement as of September 30, 2023.
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 3,099,999 shares have been purchased. 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. Open market repurchases of common stock could be made pursuant to a trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that we might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. We also repurchase (withhold) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan. Share repurchases are funded with existing cash on hand.
Proceeds from stock options exercised were $3,888 and $2,172 for the nine months ended September 30, 2023 and 2022, respectively. Dividend payments were $22,872 and $20,708 for the nine months ended September 30, 2023 and 2022, 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 condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 was $1,462 and $1,465, respectively, and the plans are not funded. Historical cash payments made under these plans have typically been less than $200 per year. We do not anticipate any changes to the payments made in the current year for the plans.
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 sheets as of September 30, 2023 and December 31, 2022 were $379 and $393, respectively, and were included in "Other long-term obligations."
We provide 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 the Company's condensed consolidated 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 September 30, 2023 and December 31, 2022 was $9,594 and $8,527, respectively, and is included in "Other long-term obligations" on the condensed consolidated balance sheets. The related rabbi trust assets were $9,613 and $8,547 as of September 30, 2023 and December 31, 2022, respectively, and were included in "Other non-current assets" on the condensed consolidated balance sheets.

Significant Accounting Policies

There were no changes to our Significant Accounting Policies, as described in its December 31, 2022 Annual Report on Form 10-K, during the nine months ended September 30, 2023.
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Related Party Transactions
We were engaged in related party transactions with St. Gabriel CC Company, LLC during the three and nine months ended September 30, 2023. Refer to Note 18, Related Party Transactions.

Item 3.    Quantitative and Qualitative Disclosures About Market Risk
Our cash and cash equivalents are held primarily in checking accounts, certificates of deposit, and money market investment funds. In 2019, we entered into an interest rate swap and cross-currency swap for hedging purposes. This derivative settled on its maturity date of June 27, 2023. Refer to details noted above (see Note 20, Derivative Instruments and Hedging Activities). Additionally, as of September 30, 2023, our borrowings were under a revolving loan bearing interest at a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate (See Note 8, Revolving Loan). The applicable rate is based upon our consolidated net leverage ratio, as defined in the 2022 Credit Agreement. A 100 basis point increase or decrease in interest rates, applied to our borrowings at September 30, 2023, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $3,806. We are exposed to commodity price risks, including prices of our primary raw materials. Our objective is to seek a reduction in the potential negative earnings impact of raw material pricing arising in our business activities. We manage these financial exposures, where possible, through pricing and operational means. Our practices may change as economic conditions change.

Interest Rate Risk

We have exposure to market risk for changes in interest rates, including the interest rate relating to the 2022 Credit Agreement. In the second quarter of 2019, we began to manage our interest rate exposure through the use of derivative instruments. These derivatives were utilized for risk management purposes, and were not used for trading or speculative purposes. We hedged a portion of our floating interest rate exposure using an interest rate swap (see Note 20, Derivative Instruments and Hedging Activities), which settled on its maturity date of June 27, 2023.

Foreign Currency Exchange Risk

The financial condition and results of operations of our foreign subsidiaries are reported in local currencies and then translated into U.S. dollars at the applicable currency exchange rate for inclusion in our consolidated financial statements. Therefore, we are exposed to foreign currency exchange risk related to these currencies. In 2019, we entered into a cross-currency swap, with a notional amount of $108,569, which we designated as a hedge of our net investment in Chemogas (see Note 20, Derivative Instruments and Hedging Activities). This derivative settled on its maturity date of June 27, 2023.


Item 4.    Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Prior to filing this report, we completed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Exchange Act as of September 30, 2023. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of September 30, 2023.
(b) Changes in Internal Controls
On August 30, 2022, we acquired Bergstrom. As of September 30, 2023, management's assessment of and conclusion of the effectiveness of our internal controls over financial reporting of Bergstrom have been completed. Therefore, management's assessment of and conclusion of the effectiveness of our internal control over financial reporting also includes the internal controls over financial reporting of Bergstrom.

Other than the changes mentioned above, there have been no changes in the internal controls over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Act) during the fiscal quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.


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Part II.    Other Information


Item 1.    Legal Proceedings
In the normal course of business, we are involved in a variety of lawsuits, claims and legal proceedings, from time to time, including commercial and contract disputes, labor and employment matters, product liability claims, environmental liabilities, trade regulation matters, intellectual property disputes and tax-related matters. Further, in connection with normal operations at our plant facilities, our manufacturing sites may, from time to time, be subject to inspections or inquiries by the EPA and other agencies. To the extent any consent orders or other agreements are entered into as a result of findings from such inspections or inquiries, the Company is committed to ensuring compliance with such orders or agreements.
Information with respect to certain legal proceedings is included in Note 16, "Commitments and Contingencies", to our consolidated financial statements for the quarter ended September 30, 2023 contained in this Quarterly Report on Form 10-Q, and is incorporated herein by reference
In our opinion, we do not expect pending legal matters to have a material adverse effect on our consolidated financial position, results of operations, liquidity or cash flows.


Item 1A.    Risk Factors
There have been no material changes in the Risk Factors identified in the Company's Annual report on Form 10-K for the year ended December 31, 2022. For a further discussion of our Risk Factors, refer to the "Risk Factors" discussion contained in our Annual Report on Form 10-K for the year ended December 31, 2022.


37
Item 2.     Unregistered Sales of Equity Securities and Use of Proceeds
The following table summarizes the share repurchase activity for the nine months ended September 30, 2023:
 
Total Number of Shares
Purchased (1)
Average Price Paid Per Share
Total Number of Shares
Purchased as
Part of Publicly Announced Plans or
Programs (2)
Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be
Purchased Under the
Plans or Programs (2)(3)
January 1-31, 20231,343 $130.96 1,343 $90,512,611 
February 1-28, 202326,766 $137.24 26,766 $91,178,224 
March 1-31, 2023— $— — $91,178,224 
First Quarter28,109  28,109  
April 1-30, 2023— $— — $91,178,224 
May 1-31, 2023504 $132.26 504 $83,654,563 
June 1-30, 202363 $134.81 63 $89,485,395 
Second Quarter567 567 
July 1-31, 2023482 $128.54 482 $85,264,695 
August 1-31, 2023— $— — $85,264,695 
September 1-30, 2023293 $134.00 293 $88,847,226 
Third Quarter775 775 
Total29,451 29,451 
(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 3,099,999 shares have been purchased. Other than shares withheld for tax purpose, as described in footnote 1 above, no share repurchases were made under the Company's stock repurchase program during the nine months ended September 30, 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.

38
Item 5.     Other Information

No directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement during the fiscal quarter ended September 30, 2023.
39
Item 6.    Exhibits

Exhibit NumberDescription
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document
101.LABInline XBRL Taxonomy Extension Label Linkbase Document
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

40
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
BALCHEM CORPORATION
By: /s/ Theodore L. Harris
Theodore L. Harris, Chairman, President, and
Chief Executive Officer
By: /s/ Martin Bengtsson
Martin Bengtsson, Executive Vice President and
Chief Financial Officer
Date: October 27, 2023

41

Exhibit 31.1 

CERTIFICATIONS 

I, Theodore L. Harris, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Balchem Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 27, 2023/s/ Theodore L. Harris
 Theodore L. Harris
 Chairman, President, and Chief Executive Officer
 (Principal Executive Officer)
 



Exhibit 31.2 

CERTIFICATIONS 

I, Martin Bengtsson, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Balchem Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 27, 2023/s/ Martin Bengtsson
 Martin Bengtsson
 Executive Vice President and
Chief Financial Officer
 (Principal Financial Officer)
 



Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Balchem Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Theodore L. Harris, President, and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 /s/ Theodore L. Harris
 Theodore L. Harris
 Chairman, President, and Chief Executive Officer
 (Principal Executive Officer)
 October 27, 2023

This certification accompanies the above-described Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.



Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Balchem Corporation (the "Company") on Form 10-Q for the period ended September 30, 2023 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Martin Bengtsson, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
 /s/ Martin Bengtsson
 Martin Bengtsson
 Executive Vice President and
Chief Financial Officer
 (Principal Financial Officer)
 October 27, 2023

This certification accompanies the above-described Report on Form 10-K pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by such Act, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. 


v3.23.3
Cover Page - shares
 9 Months Ended
Sep. 30, 2023
Oct. 19, 2023
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 30, 2023  
Document Transition Report false  
Entity File Number 1-13648  
Entity Registrant Name Balchem Corporation  
Entity Incorporation, State or Country Code MD  
Entity Tax Identification Number 13-2578432  
Entity Address, Address Line One 5 Paragon Drive  
Entity Address, City or Town Montvale  
Entity Address, State or Province NJ  
Entity Address, Postal Zip Code 07645  
City Area Code 845  
Local Phone Number 326-5600  
Title of 12(b) Security Common Stock, par value $.06-2/3 per share  
Trading Symbol BCPC  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   32,241,056
Entity Central Index Key 0000009326  
Current Fiscal Year End Date --12-31  
Amendment Flag false  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
v3.23.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Cash and cash equivalents $ 76,952 $ 66,560
Accounts receivable, net of allowance for doubtful accounts of $842 and $1,226 at September 30, 2023 and December 31, 2022 respectively 129,009 131,578
Inventories, net 116,346 119,668
Prepaid expenses 7,236 4,903
Prepaid income taxes 5,085 0
Derivative assets 0 5,993
Other current assets 6,594 7,101
Total current assets 341,222 335,803
Property, plant and equipment, net 268,834 271,355
Goodwill 766,545 769,509
Intangible assets with finite lives, net 192,168 213,295
Right of use assets - operating leases 16,066 17,094
Right of use assets - finance lease 2,155 2,338
Other assets 16,494 15,118
Total assets 1,603,484 1,624,512
Current liabilities:    
Trade accounts payable 49,698 57,322
Accrued expenses 42,528 36,745
Accrued compensation and other benefits 11,771 16,544
Dividends payable 183 23,129
Income taxes payable 0 2,280
Operating lease liabilities - current 3,584 3,796
Finance lease liabilities - current 274 226
Total current liabilities 108,038 140,042
Revolving loan 380,569 440,569
Deferred income taxes 59,014 62,784
Operating lease liabilities - non-current 13,244 13,806
Finance lease liabilities - non-current 1,995 2,213
Other long-term obligations 15,357 26,814
Total liabilities 578,217 686,228
Commitments and contingencies (Note 16)
Stockholders' equity:    
Preferred stock, $25 par value. Authorized 2,000,000 shares; none issued and outstanding 0 0
Common stock, $0.0667 par value. Authorized 120,000,000 shares; 32,240,144 and 32,152,787 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively 2,151 2,145
Additional paid-in capital 140,966 128,806
Retained earnings 896,382 814,487
Accumulated other comprehensive loss (14,232) (7,154)
Total stockholders' equity 1,025,267 938,284
Total liabilities and stockholders' equity $ 1,603,484 $ 1,624,512
v3.23.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Current assets:    
Accounts receivable, allowance for doubtful accounts $ 842 $ 1,226
Stockholders' equity:    
Preferred stock, par value (in dollars per share) $ 25 $ 25
Preferred stock, shares authorized (in shares) 2,000,000 2,000,000
Preferred stock, shares issued (in shares) 0 0
Preferred stock, shares outstanding (in shares) 0 0
Common stock, par value (in dollars per share) $ 0.0667 $ 0.0667
Common stock, shares authorized (in shares) 120,000,000 120,000,000
Common stock, shares issued (in shares) 32,240,144 32,152,787
Common stock, shares outstanding (in shares) 32,240,144 32,152,787
v3.23.3
Condensed Consolidated Statements of Earnings - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Income Statement [Abstract]        
Net sales $ 229,948 $ 244,267 $ 693,740 $ 709,827
Cost of sales 153,404 175,837 466,677 498,015
Gross margin 76,544 68,430 227,063 211,812
Operating expenses:        
Selling expenses 18,258 16,590 55,125 49,566
Research and development expenses 3,868 2,996 11,113 9,149
General and administrative expenses 10,804 15,219 39,967 41,216
Total operating expenses 32,930 34,805 106,205 99,931
Earnings from operations 43,614 33,625 120,858 111,881
Other expenses, net:        
Interest expense, net 6,594 3,642 17,322 5,147
Other expense (income), net 545 (1,102) (458) (1,239)
Total other (income) expenses 7,139 2,540 16,864 3,908
Earnings before income tax expense 36,475 31,085 103,994 107,973
Income tax expense 7,400 5,836 22,099 24,012
Net earnings $ 29,075 $ 25,249 $ 81,895 $ 83,961
Net earnings per common share - basic (in dollars per share) $ 0.91 $ 0.79 $ 2.55 $ 2.62
Net earnings per common share - diluted (in dollars per share) $ 0.90 $ 0.78 $ 2.52 $ 2.59
v3.23.3
Condensed Consolidated Statements of Comprehensive Income - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Statement of Comprehensive Income [Abstract]        
Net earnings $ 29,075 $ 25,249 $ 81,895 $ 83,961
Other comprehensive loss, net of tax:        
Foreign currency translation adjustment (14,425) (34,874) (6,117) (44,667)
Unrealized gain (loss) on cash flow hedge 0 427 (1,065) 2,850
Change in postretirement benefit plans 2 2 104 (59)
Other comprehensive loss (14,423) (34,445) (7,078) (41,876)
Comprehensive income (loss) $ 14,652 $ (9,196) $ 74,817 $ 42,085
v3.23.3
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($)
$ in Thousands
Total
Retained Earnings
Accumulated Other Comprehensive (Loss) Income
Common Stock
Additional Paid-in Capital
Beginning balance at Dec. 31, 2021 $ 877,015 $ 732,138 $ (4,993) $ 2,154 $ 147,716
Beginning balance (in shares) at Dec. 31, 2021       32,287,150  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net earnings 28,930 28,930      
Other comprehensive income (loss) (1,296)   (1,296)    
Repurchases of common stock (34,599)     $ (16) (34,583)
Repurchases of common stock (in shares)       (245,685)  
Dividends (10) (10)      
Shares and options issued under stock plans 3,642     $ 4 3,638
Shares and options issued under stock plans (in shares)       74,604  
Ending balance at Mar. 31, 2022 873,682 761,058 (6,289) $ 2,142 116,771
Ending balance (in shares) at Mar. 31, 2022       32,116,069  
Beginning balance at Dec. 31, 2021 877,015 732,138 (4,993) $ 2,154 147,716
Beginning balance (in shares) at Dec. 31, 2021       32,287,150  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net earnings 83,961        
Other comprehensive income (loss) (41,876)        
Ending balance at Sep. 30, 2022 895,922 816,089 (46,869) $ 2,144 124,558
Ending balance (in shares) at Sep. 30, 2022       32,134,902  
Beginning balance at Mar. 31, 2022 873,682 761,058 (6,289) $ 2,142 116,771
Beginning balance (in shares) at Mar. 31, 2022       32,116,069  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net earnings 29,782 29,782      
Other comprehensive income (loss) (6,135)   (6,135)    
Repurchases of common stock (600)       (600)
Repurchases of common stock (in shares)       (4,976)  
Shares and options issued under stock plans 4,641     $ 1 4,640
Shares and options issued under stock plans (in shares)       9,500  
Ending balance at Jun. 30, 2022 901,370 790,840 (12,424) $ 2,143 120,811
Ending balance (in shares) at Jun. 30, 2022       32,120,593  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net earnings 25,249 25,249      
Other comprehensive income (loss) (34,445)   (34,445)    
Repurchases of common stock (46)       (46)
Repurchases of common stock (in shares)       (361)  
Shares and options issued under stock plans 3,794     $ 1 3,793
Shares and options issued under stock plans (in shares)       14,670  
Ending balance at Sep. 30, 2022 895,922 816,089 (46,869) $ 2,144 124,558
Ending balance (in shares) at Sep. 30, 2022       32,134,902  
Beginning balance at Dec. 31, 2022 $ 938,284 814,487 (7,154) $ 2,145 128,806
Beginning balance (in shares) at Dec. 31, 2022 32,152,787     32,152,787  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net earnings $ 22,710 22,710      
Other comprehensive income (loss) 9,013   9,013    
Repurchases of common stock (3,849)     $ (2) (3,847)
Repurchases of common stock (in shares)       (28,109)  
Shares and options issued under stock plans 7,258     $ 7 7,251
Shares and options issued under stock plans (in shares)       100,949  
Ending balance at Mar. 31, 2023 973,416 837,197 1,859 $ 2,150 132,210
Ending balance (in shares) at Mar. 31, 2023       32,225,627  
Beginning balance at Dec. 31, 2022 $ 938,284 814,487 (7,154) $ 2,145 128,806
Beginning balance (in shares) at Dec. 31, 2022 32,152,787     32,152,787  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net earnings $ 81,895        
Other comprehensive income (loss) (7,078)        
Ending balance at Sep. 30, 2023 $ 1,025,267 896,382 (14,232) $ 2,151 140,966
Ending balance (in shares) at Sep. 30, 2023 32,240,144     32,240,144  
Beginning balance at Mar. 31, 2023 $ 973,416 837,197 1,859 $ 2,150 132,210
Beginning balance (in shares) at Mar. 31, 2023       32,225,627  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net earnings 30,110 30,110      
Other comprehensive income (loss) (1,668)   (1,668)    
Repurchases of common stock (75)       (75)
Repurchases of common stock (in shares)       (567)  
Shares and options issued under stock plans 5,120     $ 1 5,119
Shares and options issued under stock plans (in shares)       14,142  
Ending balance at Jun. 30, 2023 1,006,903 867,307 191 $ 2,151 137,254
Ending balance (in shares) at Jun. 30, 2023       32,239,202  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Net earnings 29,075 29,075      
Other comprehensive income (loss) (14,423)   (14,423)    
Repurchases of common stock (101)       (101)
Repurchases of common stock (in shares)       (775)  
Shares and options issued under stock plans 3,813       3,813
Shares and options issued under stock plans (in shares)       1,717  
Ending balance at Sep. 30, 2023 $ 1,025,267 $ 896,382 $ (14,232) $ 2,151 $ 140,966
Ending balance (in shares) at Sep. 30, 2023 32,240,144     32,240,144  
v3.23.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Cash flows from operating activities:    
Net earnings $ 81,895 $ 83,961
Adjustments to reconcile net earnings to net cash provided by operating activities:    
Depreciation and amortization 40,878 37,958
Stock compensation expense 12,267 9,838
Deferred income taxes (2,422) 1,513
Provision for doubtful accounts 1 379
Unrealized gain on foreign currency transactions and deferred compensation (778) (1,262)
Asset impairment and loss on disposal of assets 6,858 282
Change in fair value of contingent consideration liability (9,900) 0
Changes in assets and liabilities    
Accounts receivable 2,606 (14,678)
Inventories 2,545 (30,370)
Prepaid expenses and other current assets (2,703) (690)
Accounts payable and accrued expenses (6,429) 14,358
Income taxes (7,742) (5,732)
Other (721) 1,324
Net cash provided by operating activities 116,355 96,881
Cash flows from investing activities:    
Cash paid for acquisitions, net of cash acquired (1,252) (365,780)
Capital expenditures and intangible assets acquired (26,317) (35,793)
Proceeds from sale of assets 1,881 198
Proceeds from settlement of net investment hedge 2,740 0
Investment in affiliates 0 (150)
Net cash used in investing activities (22,948) (401,525)
Cash flows from financing activities:    
Proceeds from revolving loan 18,000 435,000
Principal payments on revolving loan (78,000) (81,000)
Principal payments on acquired debt 0 (30,782)
Cash paid for financing costs 0 (1,232)
Principal payments on finance lease (166) (125)
Proceeds from stock options exercised 3,888 2,172
Dividends paid (22,872) (20,708)
Purchase of common stock (4,025) (35,245)
Net cash (used in) provided by financing activities (83,175) 268,080
Effect of exchange rate changes on cash 160 (10,186)
Increase (decrease) in cash and cash equivalents 10,392 (46,750)
Cash and cash equivalents beginning of period 66,560 103,239
Cash and cash equivalents end of period $ 76,952 $ 56,489
v3.23.3
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS 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, 2022 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, 2022. 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, 2023 are not necessarily indicative of the operating results expected for the full year or any interim period.

Recently Adopted Accounting Pronouncements

In August 2023, the FASB issued Accounting Standards Update ("ASU") 2023-05, "Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement." The new guidance applies to the formation of a joint venture and requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is intended to reduce diversity in practice and is applicable to joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. While ASU 2023-05 is not currently applicable to Balchem, the Company will apply this guidance in future reporting periods after the guidance is effective to any future arrangements meeting the definition of a joint venture.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting", and in December 2022 subsequently issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” These ASU’s provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The Standards Updates provide optional expedients and exceptions for applying accounting principles generally accepted in the United States to contract modifications and hedging relationships that reference LIBOR or another reference rate that are expected to be discontinued. The Standards Updates were effective upon issuance and can generally be applied through December 31, 2024. Due to the discontinuation of LIBOR and under the relief provided by Topic 848, during the third quarter of 2022, the Company modified its interest rate swap and replaced LIBOR with 1-month CME Term SOFR. The modification of the agreement did not have a significant impact on the Company's consolidated financial statements and disclosures. The interest rate swap matured on June 27, 2023.
v3.23.3
SIGNIFICANT ACQUISITIONS
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
SIGNIFICANT ACQUISITIONS SIGNIFICANT ACQUISITIONS
Cardinal Associates Inc. ("Bergstrom")
On August 30, 2022, the Company's wholly-owned subsidiary Albion Laboratories, Inc. ("Albion") entered into a Stock Purchase Agreement, and closed on such transaction with Cardinal Associates Inc. ("Cardinal"), a corporation organized under the laws of the State of Washington, pursuant to which Albion acquired 100% of the voting equity interests of Cardinal and its Bergstrom Nutrition business (collectively, "Bergstrom"). Bergstrom Nutrition is a leading science-based manufacturer of MSM, based in Vancouver, Washington. MSM is a widely used nutritional ingredient with strong scientific evidence supporting its benefits for joint health, sports nutrition, skin and beauty, healthy aging, and pet health. The addition of OptiMSM®, Bergstrom Nutrition's MSM brand, to the Company's portfolio within the Human Nutrition and Health and Animal Nutrition and Health segments provides a synergistic scientific advantage in Balchem's key strategic therapeutic focus areas such as longevity and performance and is a strong fit with Balchem's specialty, science-backed mineral products.
The Company made payments of $72,143 for the acquisition, amounting to $71,937 to the former shareholders or on behalf of the former shareholders and $206 to pay off Bergstrom's bank debt. Net of cash acquired of $773, total payments made to the former shareholders or on behalf of the former shareholders of Bergstrom were $71,164. The acquisition was primarily financed through the 2022 Credit Agreement (see Note 8, Revolving Loan). In connection with this transaction, the former shareholders of Bergstrom have an opportunity to receive an additional payment in the second quarter of 2024 if certain financial performance targets and other metrics are met, and therefore, the Company recorded a contingent consideration liability, which was valued at $1,500 as of September 30, 2023 and was included in "Accrued expenses" on the condensed consolidated balance sheets. The Company also made an additional post-closing payment of $910 in the third quarter of 2023 that was negotiated as a deduction of the cash consideration at closing. As a result, total payments related to the transaction are expected to be $73,643, comprised of the cash consideration at closing of $70,892, a working capital adjustment of $341, an additional post-closing payment of $910, and the fair value of the earn-out payment of $1,500.
The goodwill of $31,550 that arose on the acquisition date consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. 80% of the goodwill is assigned to the Human Nutrition and Health business segment and 20% of the goodwill is assigned to the Animal Nutrition and Health business segment. For tax purposes, a joint election under 338(h)(10) was made to treat the stock acquisition as a deemed asset acquisition, therefore generating tax amortizable goodwill.
The following table summarizes the fair values of the assets acquired and liabilities assumed:

Cash and cash equivalents$773 
Accounts receivable4,699 
Inventories3,972 
Property, plant and equipment2,243 
Right of use assets866 
Customer relationships29,900 
Developed technology4,600 
Trademarks2,300 
Other assets197 
Accounts payable(699)
Bank debt(206)
Lease liabilities(871)
Other liabilities(462)
Goodwill31,550 
Total consideration on acquisition date and working capital adjustment78,862 
Net decrease to contingent consideration liability and other post-closing payments(5,425)
Total expected consideration73,437 
To pay off bank debt206 
Total expected payments$73,643 
The fair value of tangible and intangible assets acquired and liabilities assumed is based on management’s estimates and assumptions. In preparing our fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized include net realizable value for inventory, multi-period excess earnings method for customer relationships, the relief from royalty method for other intangible assets, and a scenario-based approach for the contingent consideration.
Customer relationships are amortized over a 15-year period utilizing a percentage of excess earnings over economic life method. The corporate trademark and product trademarks are amortized over 2 years and 10 years, respectively, and developed technology is amortized over 12 years, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
Transaction and integration costs related to the Bergstrom acquisition are included in general and administrative expenses and were $(3,342) and $(9,222) for the three and nine months ended September 30, 2023, respectively. These amounts included favorable adjustments to transaction costs of $3,500 and $9,900 for the three and nine months ended September 30, 2023,
respectively. Transaction and integration costs related to the Bergstrom acquisition were $593 and $668 for the three and nine months ended September 30, 2022.
Kechu BidCo AS and Its Subsidiary Companies ("Kappa")
On June 21, 2022, Balchem Corporation and its wholly-owned subsidiary, Balchem B.V., completed the acquisition of Kechu BidCo AS and its subsidiary companies, including Kappa Bioscience AS, a leading science-based manufacturer of specialty vitamin K2 for the human nutrition industry, headquartered in Oslo, Norway (all acquired companies collectively referred to as “Kappa”). Kappa manufactures specialty vitamin K2, a fast-growing specialty vitamin that plays a crucial role in the human body for bone health, heart health and immunity. Primarily, vitamin K2 supports the transport and distribution of calcium in the body. Vitamin K2 is important at all life stages, from pregnancy and early life to healthy aging. The acquisition strengthens the Company's scientific and technical expertise, geographic reach, and marketplace leadership, which should ultimately lead to accelerated growth for the Company's portfolios within the Human Nutrition and Health segment.
The Company made payments of approximately kr3,305,653 ("kr" indicates the Norwegian krone), amounting to approximately kr3,001,981 to the former shareholders and approximately kr303,672 to Kappa's lenders to pay off all Kappa bank debt. Net of cash acquired of kr63,064, total payments to the former shareholders were kr2,938,917. Net of gains on foreign currency forward contracts of $512, these payments translated to approximately $333,112, amounting to approximately $302,464 paid to the former shareholders and approximately $30,648 to Kappa's lenders. Net of cash acquired of $6,365, total payments made to the former shareholders of Kappa were approximately $296,099. The acquisition was primarily financed through the 2018 Credit Agreement (see Note 8, Revolving Loan). In connection with this transaction, the former shareholders of Kappa have an opportunity to receive an additional payment in the second quarter of 2024 if certain financial performance targets and other metrics are met. There was no contingent consideration liability recorded as of September 30, 2023.
The goodwill of $216,383 that arose on the acquisition date consists largely of expected synergies, including the combined entities' experience and technical problem-solving capabilities, and acquired workforce. The goodwill is assigned to the Human Nutrition and Health business segment and is not deductible for income tax purposes.
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. The transactions were completed in Norwegian kroner ("NOK") and the amounts were translated to U.S. dollars ("USD") using the foreign currency exchange rate as of June 21, 2022.

Cash and cash equivalents$6,365 
Accounts receivable8,036 
Inventories17,600 
Property, plant and equipment9,854 
Right of use assets3,349 
Customer relationships88,813 
Developed technology15,643 
Trademarks5,046 
Other assets2,399 
Accounts payable(3,301)
Bank debt(30,648)
Lease liabilities(3,349)
Other liabilities(4,461)
Deferred income taxes, net(24,716)
Goodwill216,383 
Total consideration on acquisition date307,013 
Decrease to contingent consideration liability(4,037)
Net gain on foreign currency exchange forward contracts(512)
Total expected consideration302,464 
Kappa bank debt paid on acquisition date30,648 
Total expected payments$333,112 
The fair value of tangible and intangible assets acquired and liabilities assumed is based on management’s estimates and assumptions. In preparing our fair value estimates of the intangible assets and certain tangible assets acquired, management, among other things, consulted an independent advisor. Valuation methods utilized include net realizable value for inventory, multi-period excess earnings method for customer relationships, the relief from royalty method for other intangible assets, and a scenario-based approach for the contingent consideration.
Customer relationships are amortized over a 15-year period utilizing a percentage of excess earnings over economic life method. The corporate trademark and product trademarks are amortized over 2 years and 10 years, respectively, and developed technology is amortized over 12 years, utilizing the straight-line method as the consumption pattern of the related economic benefits cannot be reliably determined.
Transaction and integration costs related to the Kappa acquisition are included in general and administrative expenses and were $46 and $525 for the three and nine months ended September 30, 2023, respectively, and $989 and $1,440 for the three and nine months ended September 30, 2022. The following selected unaudited pro forma information presents the consolidated results of operations as if the business combinations in 2022 had occurred as of January 1, 2021.

Three Months Ended September 30,Nine Months Ended September 30,
Net SalesNet EarningsNet SalesNet Earnings
Kappa & Bergstrom actual results included in the Company's consolidated income statement in three and nine months ended September 30, 2023$16,568 $4,732 $44,313 $3,517 
2023 Supplemental pro forma combined financial$229,948 $30,937 $693,740 $88,155 
2022 Supplemental pro forma combined financial$247,614 $26,831 $749,489 $86,275 

The above selected unaudited pro forma information includes the following acquisition-related adjustments: (1) additional amortization of intangible assets and depreciation of fixed assets; (2) adjustments related to the fair value of the acquired inventory, (3) adjustments to interest expense on borrowings at rates in effect during the related period, factoring in estimated payments based on free cash flow, and (4) other one-time adjustments.
The pro forma information presented does not purport to be indicative of the results that actually would have been attained if these acquisitions had occurred at the beginning of the periods presented and is not intended to be a projection of future results.
v3.23.3
STOCKHOLDERS' EQUITY
 9 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS' EQUITY
Stock-Based Compensation
The Company’s results for the three and nine months ended September 30, 2023 and 2022 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

Increase/(Decrease) for theIncrease/(Decrease) for the
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cost of sales$477 $386 $1,436 $1,062 
Operating expenses3,272 2,563 10,831 8,776 
Net earnings(2,884)(2,251)(9,447)(7,563)

As allowed by 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 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 September 30, 2023, the plan had 1,035,010 shares available for future awards, which included an additional 800,000 shares approved by the Company's shareholders during its annual meeting of shareholders held on June 22, 2023. 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 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 nine months ended September 30, 2023 and 2022 is summarized below:

For the Nine Months Ended September 30, 2023Shares (000s)Weighted
Average
Exercise
Price		Aggregate
Intrinsic
Value		Weighted
Average
Remaining
Contractual
Term
Outstanding as of December 31, 20221,045 $99.82 $27,221 
Granted109 138.09 
Exercised(47)82.70 
Forfeited(11)131.79 
Canceled(1)138.07 
Outstanding as of September 30, 20231,095 $104.00 $26,825 5.9
Exercisable as of September 30, 2023728 $88.01 $26,512 4.6
For the Nine Months Ended September 30, 2022Shares (000s)Weighted
Average
Exercise
Price		Aggregate
Intrinsic
Value		Weighted
Average
Remaining
Contractual
Term
Outstanding as of December 31, 2021867 $88.19 $69,711 
Granted239 139.04 
Exercised(31)70.06 
Forfeited(12)125.05 
Canceled— — 
Outstanding as of September 30, 20221,063 $99.74 $27,308 6.6
Exercisable as of September 30, 2022656 $81.45 $26,312 5.2

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 Plans 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, 2023, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions: dividend yields of 0.5%; expected volatilities of 28%; risk-free interest rates of 3.9%; and expected lives of 4.8 years. For the nine months ended September 30, 2022, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions: dividend yields of 0.5%; expected volatilities of 30%; risk-free interest rates of 2.8%; and expected lives of 7.3 years.
The Company used a projected expected life for each award granted based on historical experience of employees’ exercise behavior. Expected volatility is 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 nine months ended September 30, 2023 and 2022 is as follows:

 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Weighted-average fair value of options granted$— $48.55 $40.91 $44.77 
Total intrinsic value of stock options exercised ($000s)$100 $815 $2,280 $1,964 
Non-vested restricted stock activity for the nine months ended September 30, 2023 and 2022 is summarized below:
Nine Months Ended September 30,
20232022
Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance as of December 31122 $124.42 166 $99.70 
Granted39 137.48 40 137.03 
Vested(34)111.48 (78)81.11 
Forfeited(4)128.06 (7)116.72 
Non-vested balance as of September 30123 $132.01 121 $122.96 

Non-vested performance share activity for the nine months ended September 30, 2023 and 2022 is summarized below:

Nine Months Ended September 30,
20232022
Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance as of December 3170 $127.69 69$110.72 
Granted42 139.66 39114.22
Vested(36)98.84 (35)53.17
Forfeited— — (3)84.09
Non-vested balance as of September 3076 $135.25 70$127.69 

The 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, and 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. Expense is measured based on the fair value at the date of grant utilizing a Black-Scholes methodology to produce a Monte-Carlo simulation model which allows for the incorporation of the performance hurdles that must be met before the PS vests. The assumptions used in the fair value determination were risk free interest rates of 4.2% and 1.8%; dividend yields of 0.5% and 0.5%; volatilities of 32% and 32%; and initial TSR’s of 4.2% and -15.7%, in each case for the nine months ended September 30, 2023 and 2022, 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.
As of September 30, 2023 and 2022, there were $22,470 and $23,665, respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans. As of September 30, 2023, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.8 years. The Company estimates that share-based compensation expense for the year ended December 31, 2023 will be approximately $16,000.
Repurchase of Common Stock
The Company's 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 3,099,999 shares have been purchased. The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it is advisable to do so based on its assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to trading plan established pursuant to Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, which would permit common stock to be repurchased at a time that the Company might otherwise be precluded from doing so under insider trading laws or self-imposed trading restrictions. The Company also repurchases (withholds) shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan. Such repurchases of shares from employees are funded with existing cash on hand. During the nine months ended September 30, 2023, the Company purchased 29,451 shares from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan at an average cost of $136.69. During the nine months ended September 30, 2022, the Company purchased 251,022 shares from open market purchases and from employees in connection with the tax settlement of vested shares and/or exercised stock options under the Company's omnibus incentive plan at an average cost of $140.41.
v3.23.3
INVENTORIES
 9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
INVENTORIES INVENTORIES
Inventories, net of reserves at September 30, 2023 and December 31, 2022 consisted of the following:

September 30, 2023December 31, 2022
Raw materials$35,592 $44,477 
Work in progress10,904 3,143 
Finished goods69,850 72,048 
Total inventories$116,346 $119,668 
v3.23.3
PROPERTY, PLANT AND EQUIPMENT
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
PROPERTY, PLANT AND EQUIPMENT PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment at September 30, 2023 and December 31, 2022 are summarized as follows:
 September 30, 2023December 31, 2022
Land$11,535 $11,415 
Building103,125 90,644 
Equipment306,222 278,851 
Construction in progress53,643 79,928 
 474,525 460,838 
Less: accumulated depreciation205,691 189,483 
Property, plant and equipment, net$268,834 $271,355 

In accordance with Topic 360, the Company reviews long-lived assets for impairment on an annual basis and also whenever events indicate that the carrying amount of the assets may not be fully recoverable. 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. Included in “General and administrative expenses” were $1,618 and $7,764 of restructuring-related impairment and asset disposal charges for the three and nine months ended September 30, 2023. There were no such charges for the three and nine months ended September 30, 2022.
v3.23.3
INTANGIBLE ASSETS
 9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
INTANGIBLE ASSETS INTANGIBLE ASSETS
The Company had goodwill in the amount of $766,545 and $769,509 as of September 30, 2023 and December 31, 2022, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The decrease in goodwill is primarily due to foreign currency translation adjustments.
Identifiable intangible assets with finite lives at September 30, 2023 and December 31, 2022 are summarized as follows:

 Amortization
Period
(in years)		Gross Carrying Amount at September 30, 2023Accumulated Amortization at September 30, 2023Gross Carrying Amount at December 31, 2022Accumulated Amortization at December 31, 2022
Customer relationships & lists
10-20
$356,329 $204,001 $357,131 $190,576 
Trademarks & trade names
2-17
50,034 36,453 50,058 33,416 
Developed technology
5-12
40,395 16,883 40,473 16,171 
Other
2-18
25,325 22,578 25,041 19,245 
 $472,083 $279,915 $472,703 $259,408 
Amortization of identifiable intangible assets was approximately $6,947 and $21,132 for the three and nine months ended September 30, 2023, respectively, and $7,922 and $19,683 for the three and nine months ended September 30, 2022, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $6,931 for the remainder of 2023, $18,967 for 2024, $15,513 for 2025, $15,342 for 2026, $14,852 for 2027 and $14,454 for 2028. At September 30, 2023 and December 31, 2022, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350. Identifiable intangible assets are reflected in “Intangible assets with finite lives, net” in the Company’s condensed consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization during the nine months ended September 30, 2023 and 2022.
v3.23.3
EQUITY METHOD INVESTMENT
 9 Months Ended
Sep. 30, 2023
Equity Method Investments and Joint Ventures [Abstract]  
EQUITY METHOD INVESTMENT EQUITY METHOD INVESTMENTIn 2013, the Company and Eastman Chemical Company (formerly Taminco Corporation) formed a joint venture (66.66% / 33.34% ownership), St. Gabriel CC Company, LLC, to design, develop, and construct an expansion of the Company’s St. Gabriel aqueous choline chloride plant. The Company contributed the St. Gabriel plant, at cost, and all continued expansion and improvements are funded by the owners. The joint venture became operational as of July 1, 2016. St. Gabriel CC Company, LLC is a Variable Interest Entity (VIE) because the total equity at risk is not sufficient to permit the joint venture to finance its own activities without additional subordinated financial support. Additionally, voting rights (2 votes each) are not proportionate to the owners’ obligation to absorb expected losses or receive the expected residual returns of the joint venture. The Company receives up to 2/3 of the production offtake capacity and absorbs operating expenses approximately proportional to the actual percentage of offtake. The joint venture is accounted for under the equity method of accounting since the Company is not the primary beneficiary as the Company does not have the power to direct the activities of the joint venture that most significantly impact its economic performance. The Company recognized a loss of $118 and $396 for the three and nine months ended September 30, 2023, respectively, and $140 and $420 for the three and nine months ended September 30, 2022, respectively, relating to its portion of the joint venture's expenses in other expense. The Company made capital contributions to the investment totaling $69 and $141 for the three and nine months ended September 30, 2023, respectively, and $89 and $222 for the three and nine months ended September 30, 2022. The carrying value of the joint venture at September 30, 2023 and December 31, 2022 was $4,039 and $4,295, respectively, and is recorded in "Other assets".
v3.23.3
REVOLVING LOAN
 9 Months Ended
Sep. 30, 2023
Debt Disclosure [Abstract]  
REVOLVING LOAN REVOLVING LOAN
On June 27, 2018, the Company and a bank syndicate entered into a credit agreement (the "2018 Credit Agreement"), which provided for revolving loans up to $500,000, due on June 27, 2023. During the second quarter of 2022, the Company borrowed $345,000 under the 2018 Credit Agreement to fund the Kappa acquisition (see Note 2, Significant Acquisitions). On July 27, 2022, the Company entered into an Amended and Restated Credit Agreement (the "2022 Credit Agreement") with certain lenders in the form of a senior secured revolving credit facility, due on July 27, 2027. The 2022 Credit Agreement allows for up to $550,000 of borrowing. The loans may be used for working capital, letters of credit, and other corporate purposes and may be drawn upon at the Company’s discretion. The Company used initial proceeds from the 2022 Credit Agreement to repay the outstanding balance of $433,569 due in June 2023 under the 2018 Credit Agreement. During the third quarter of 2022, the Company borrowed another $70,000 to fund the Bergstrom acquisition (see Note 2, Significant Acquisitions). As of September 30, 2023 and December 31, 2022, the total balance outstanding on the 2022 Credit Agreement amounted to $380,569 and $440,569. There are no installment payments required on the revolving loans; they may be voluntarily prepaid in whole or in part without premium or penalty, and all outstanding amounts are due on the maturity date.
Amounts outstanding under the 2022 Credit Agreement are subject to an interest rate equal to a fluctuating rate as defined by the 2022 Credit Agreement plus an applicable rate. The applicable rate is based upon the Company’s consolidated net leverage ratio, as defined in the 2022 Credit Agreement, and the interest rate was 6.545% at September 30, 2023. The Company is also required to pay a commitment fee on the unused portion of the revolving loan, which is based on the Company’s consolidated net leverage ratio as defined in the 2022 Credit Agreement and ranges from 0.150% to 0.225% (0.175% at September 30, 2023). The unused portion of the revolving loan amounted to $169,431 at September 30, 2023. The Company is also required to pay, as applicable, letter of credit fees, administrative agent fees, and other fees to the arrangers and lenders.
Costs associated with the issuance of the revolving loans are capitalized and amortized on a straight-line basis over the term of the 2022 Credit Agreement, which is not materially different than the effective interest method. Capitalized costs net of accumulated amortization were $1,102 and $1,317 at September 30, 2023 and December 31, 2022, respectively, and are included in "Other Assets" on the condensed consolidated balance sheets. Amortization expense pertaining to these costs totaled $71 and $215 for the three and nine months ended September 30, 2023, respectively, and $121 and $262 for the three and nine months ended September 30, 2022, respectively, and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.
The 2022 Credit Agreement contains quarterly covenants requiring the consolidated leverage ratio to be less than a certain maximum ratio and the consolidated interest coverage ratio to exceed a certain minimum ratio. At September 30, 2023, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements is secured by assets of the Company.
v3.23.3
NET EARNINGS PER SHARE
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
NET EARNINGS PER SHARE NET EARNINGS PER SHARE
The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Net Earnings - Basic and Diluted$29,075 $25,249 $81,895 $83,961 
Shares (000s)
Weighted Average Common Shares - Basic32,116 32,010 32,102 32,017 
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares360 357 338 375 
Weighted Average Common Shares - Diluted32,476 32,367 32,440 32,392 
Net Earnings Per Share - Basic$0.91 $0.79 $2.55 $2.62 
Net Earnings Per Share - Diluted$0.90 $0.78 $2.52 $2.59 
The number of anti-dilutive shares were 332,339 and 355,419 for the three and nine months ended September 30, 2023, respectively, and 362,203 and 369,183 for the three and nine months ended September 30, 2022, respectively. Anti-dilutive shares could potentially dilute basic earnings per share in future periods and therefore, were not included in diluted earnings per share.
v3.23.3
INCOME TAXES
 9 Months Ended
Sep. 30, 2023
Income Tax Disclosure [Abstract]  
INCOME TAXES INCOME TAXES
The Company’s effective tax rate for the three months ended September 30, 2023 and 2022, was 20.3% and 18.8%, respectively, and 21.3% and 22.2% for the nine months ended September 30, 2023 and 2022, respectively. The increase in the quarter to date rate was primarily due to certain higher state taxes and lower tax benefits from stock-based compensation. The decrease in the year to date rate was primarily due to certain lower state taxes and higher tax benefits from stock-based compensation.
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. The Company regularly reviews its deferred tax assets for recoverability and would establish a valuation allowance if it believed that such assets may not be recovered, taking into consideration historical operating results, expectations of future earnings, changes in its operations and the expected timing of the reversals of existing temporary differences.
The Company accounts for uncertainty in income taxes utilizing ASC 740-10, "Income Taxes". ASC 740-10 clarifies whether or not to recognize assets or liabilities for tax positions taken that may be challenged by a tax authority. It prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken. This interpretation also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, and disclosures. The application of ASC 740-10 requires judgment related to the uncertainty in income taxes and could impact our effective tax rate.
The Company files income tax returns in the U.S. and in various states and foreign countries. As of September 30, 2023, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2018. The Company had approximately $4,572 and $5,815 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of September 30, 2023 and December 31, 2022, respectively. The Company includes interest expense or income as well as potential penalties on unrecognized tax positions as a component of "Income tax expense" in the condensed consolidated statements of earnings. Total accrued interest and penalties related to uncertain tax positions at September 30, 2023 and December 31, 2022 was approximately $1,622 and $1,735, respectively, and are included in "Other long-term obligations".
v3.23.3
SEGMENT INFORMATION
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
SEGMENT INFORMATION SEGMENT INFORMATION
Balchem Corporation reports three reportable segments: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".
The segment information is summarized as follows:

Business Segment AssetsSeptember 30,
2023		December 31,
2022
Human Nutrition and Health$1,177,021 $1,170,238 
Animal Nutrition and Health163,272 175,972 
Specialty Products164,924 177,187 
Other and Unallocated (1)
98,267 101,115 
Total$1,603,484 $1,624,512 

Business Segment Net Sales		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$144,455 $142,655 $412,777 $396,728 
Animal Nutrition and Health53,944 65,604 180,162 197,546 
Specialty Products30,004 29,641 94,961 99,622 
Other and Unallocated (2)
1,545 6,367 5,840 15,931 
Total$229,948 $244,267 $693,740 $709,827 


Business Segment Earnings Before Income Taxes		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$31,275 $20,584 $77,209 $64,592 
Animal Nutrition and Health5,070 8,036 22,230 26,943 
Specialty Products8,740 7,105 25,984 24,785 
Other and Unallocated (2)
(1,471)(2,100)(4,565)(4,439)
Interest and other expense(7,139)(2,540)(16,864)(3,908)
Total$36,475 $31,085 $103,994 $107,973 


Depreciation/Amortization		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$9,640 $9,569 $28,567 $24,316 
Animal Nutrition and Health2,117 1,681 5,885 5,010 
Specialty Products1,831 1,839 5,440 5,670 
Other and Unallocated (2)
216 1,008 986 2,962 
Total$13,804 $14,097 $40,878 $37,958 


Capital Expenditures		Nine Months Ended September 30,
 20232022
Human Nutrition and Health$18,745 $22,513 
Animal Nutrition and Health4,247 8,748 
Specialty Products2,663 3,139 
Other and Unallocated (2)
178 550 
Total$25,833 $34,950 

(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 and unallocated legal fees totaling $384 and $1,600 for the three and nine months ended September 30, 2023, respectively, and $1,640 and $2,816 for the three and nine months ended September 30, 2022, respectively, and (ii) Unallocated amortization expense of $0 and $312 for the three and nine months ended September 30, 2023, and $734 and $2,213 for the three and nine months ended September 30, 2022, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.
v3.23.3
REVENUE
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
REVENUE REVENUE
Revenue Recognition
Revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration the Company expects to realize in exchange for those goods.
The following table presents revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Product Sales$218,033 $233,823 $660,773 $677,136 
Co-manufacturing6,917 8,109 21,437 26,235 
Consignment4,324 1,484 9,297 4,064 
Product Sales Revenue229,274 243,416 691,507 707,435 
Royalty Revenue674 851 2,233 2,392 
Total Revenue$229,948 $244,267 $693,740 $709,827 

The following table presents revenues disaggregated by geography, based on the shipping addresses of customers:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
United States$176,765 $174,564 $515,099 $518,131 
Foreign Countries53,183 69,703 178,641 191,696 
Total Revenue$229,948 $244,267 $693,740 $709,827 


Product Sales Revenues
The Company’s primary operation is the manufacturing and sale of health and nutrition ingredient products, in which the Company receives an order from a customer and fulfills that order. The Company’s product sales are considered point-in-time revenue and consist of three sub-streams: product sales, co-manufacturing, and consignment.
Under the co-manufacturing agreements, the Company is responsible for the manufacture of a finished good where the customer provides the majority of the raw materials. The Company controls the manufacturing process and the ultimate end-product before it is shipped to the customer. Based on these factors, the Company has determined that it is the principal in these agreements and therefore revenue is recognized in the gross amount of consideration the Company expects to be entitled to for the goods provided.

Royalty Revenues
Royalty revenue consists of agreements with customers to use the Company’s intellectual property in exchange for a sales-based royalty. Royalties are considered over time revenue and are recorded in the HNH segment.

Contract Liabilities
The Company records contract liabilities when cash payments are received or due in advance of performance, including amounts which are refundable.
The Company’s payment terms vary by the type and location of customers and the products offered. The term between invoicing and when payment is due is not significant. For certain products or services and customer types, the Company requires payment before the products are delivered to the customer.
Practical Expedients and Exemptions
The Company generally expenses sales commissions when incurred because the amortization period would have been one year or less. These costs are recorded within selling and marketing expenses.
The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue at the amount to which it has the right to invoice for products shipped.
v3.23.3
SUPPLEMENTAL CASH FLOW INFORMATION
 9 Months Ended
Sep. 30, 2023
Supplemental Cash Flow Information [Abstract]  
SUPPLEMENTAL CASH FLOW INFORMATION SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the nine months ended September 30, 2023 and 2022 for income taxes and interest is as follows:
Nine Months Ended September 30,
20232022
Income taxes$30,899 $29,846 
Interest$20,085 $6,169 
v3.23.3
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
 9 Months Ended
Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
The changes in accumulated other comprehensive loss were as follows:

 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Net foreign currency translation adjustment$(14,425)$(34,874)$(6,117)$(44,667)
Net change of cash flow hedge (see Note 20 for further
   information)
Unrealized gain (loss) on cash flow hedge— 564 (1,406)3,770 
Tax— (137)341 (920)
Net of tax— 427 (1,065)2,850 
Net change in postretirement benefit plan (see Note 15 for
   further information)
Amortization of prior service cost— 2 — 6 
Amortization of loss2 — 6 — 
Prior service credit and gain arising during the period— — 132 (41)
Total before tax2 2 138 (35)
Tax— — (34)(24)
Net of tax2 2 104 (59)
Total other comprehensive loss$(14,423)$(34,445)$(7,078)$(41,876)
Included in "Net foreign currency translation adjustment" were losses of $0 and $1,455 related to a net investment hedge, which were net of tax benefit of $0 and $1,114 for the three and nine months ended September 30, 2023, respectively. Included in "Net foreign currency translation adjustment" were gains of $5,065 and $10,151 related to a net investment hedge, which were net of tax expense of $1,635 and $3,277 for the three and nine months ended September 30, 2022, respectively. The Company settled its derivative instruments on their maturity date of June 27, 2023. See Note 20, Derivative Instruments and Hedging Activities.
Accumulated other comprehensive (loss) income at September 30, 2023 and December 31, 2022 consisted of the following:

 Foreign currency
translation
adjustment		Cash flow hedgePostretirement
benefit plan		Total
Balance December 31, 2022$(8,401)$1,065 $182 $(7,154)
Other comprehensive income (loss)(6,117)(1,065)104 (7,078)
Balance September 30, 2023$(14,518)$— $286 $(14,232)
v3.23.3
EMPLOYEE BENEFIT PLANS
 9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
EMPLOYEE BENEFIT PLANS EMPLOYEE BENEFIT PLANS
Defined Contribution Plans
The Company sponsors one 401(k) savings plan for eligible employees, which allows participants to make pretax contributions and the Company matches certain percentages of those pretax contributions. The remaining plan also has a discretionary profit sharing portion and matches 401(k) contributions with shares of the Company’s Common Stock. All amounts contributed to the plan are deposited into a trust fund administered by independent trustees. On June 21, 2022, the Company completed the acquisition of Kappa, which sponsors one defined contribution plan for its employees. In addition, on August 30, 2022, the Company completed the acquisition of Bergstrom, which sponsored one defined contribution plan for its employees. The Bergstrom plan was merged into the Company sponsored 401(k) savings plan on January 1, 2023.

Postretirement Medical Plans
The Company provides postretirement benefits in the form of two unfunded postretirement medical plans; one that is under a collective bargaining agreement and covers eligible retired employees of the Verona facility and one for officers of the Company pursuant to the Balchem Corporation Officer Retiree Program.
Net periodic benefit costs for such retirement medical plans were as follows:

 Nine Months Ended September 30,
 20232022
Service cost$81 $59 
Interest cost46 20 
Amortization of prior service cost— 6 
Amortization of loss6 — 
Net periodic benefit cost$133 $85 

The amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 are $1,462 and $1,465, respectively, and are included in "Other long-term obligations." These plans are unfunded and approved claims are paid from Company funds. Historical cash payments made under such plans have typically been less than $200 per year.

Defined Benefit Pension Plans
On May 27, 2019, the Company acquired Chemogas, which has an unfunded defined benefit pension plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of September 30, 2023 and December 31, 2022 were $379 and $393, respectively, and were included in "Other long-term obligations".

Net periodic benefit costs for such benefit pensions plans were as follows:
Nine Months Ended September 30,
 20232022
Service cost with interest to end of year$46 $30 
Interest cost47 12 
Expected return on plan assets(30)(26)
Total net periodic benefit cost$63 $16 


Deferred Compensation Plan
The Company provides 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, and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability was $9,611 as of September 30, 2023, of which $9,594 was included in "Other long-term obligations" and $17 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets. The deferred compensation liability was $8,543 as of December 31, 2022, of which $8,527 was included in "Other long-term obligations" and $16 was included in "Accrued compensation and other benefits" on the Company’s condensed consolidated balance sheets. The related rabbi trust assets were $9,613 and $8,547 as of September 30, 2023 and December 31, 2022, respectively, and were included in "Other non-current assets" on the Company's condensed consolidated balance sheets.
v3.23.3
COMMITMENTS AND CONTINGENCIES
 9 Months Ended
Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS AND CONTINGENCIES COMMITMENTS AND CONTINGENCIES
The Company is obligated to make rental payments under non-cancelable operating and finance leases. Aggregate future minimum rental payments required under these leases at September 30, 2023 are disclosed in Note 19, Leases.
The Company’s Verona, Missouri facility, while held by a prior owner, Syntex Agribusiness, Inc. (“Syntex”), was designated by the U.S. Environmental Protection Agency (the "EPA") as a Superfund site and placed on the National Priorities List in 1983 because of dioxin contamination on portions of the site. Remediation was conducted by Syntex under the oversight of the EPA and the Missouri Department of Natural Resources. The Company is indemnified by the sellers under its May 2001 asset purchase agreement covering its acquisition of the Verona, Missouri facility for potential liabilities associated with the Superfund site. One of the sellers, in turn, has the benefit of certain contractual indemnification by Syntex in relation to the implementation of the above-described Superfund remedy. In February 2022, BCP Ingredients, Inc. ("BCP"), the Company's subsidiary that operates the site, and Syntex received a Special Notice Letter from the EPA to initiate negotiations regarding the performance of a focused remedial investigation/feasibility study ("RI/FS") at the site with regard to the presence of certain contaminants, including 1,4-dioxane and chlorobenzene. In June 2023, BCP, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for RI/FS under which (a) BCP will conduct a source investigation of potential source(s) of releases of 1,4-dioxane and chlorobenzene at a portion of the site and (b) BCP and Syntex will complete a RI/FS to determine a potential remedy, if any is required. Activities under the ASAOC are underway and expected to continue for some period of time.
Separately, in June 2022, the EPA conducted an inspection of BCP’s Verona, Missouri facility which was followed by BCP entering into an Administrative Order for Compliance on Consent (“AOC”) with the EPA in relation to its risk management program at the Verona facility. Further, in January 2023, BCP entered into an Amended AOC with the EPA whereby the parties agreed to the extension of certain timelines. BCP has timely completed all requirements under the Amended AOC as of June 30, 2023. In connection with the EPA’s inspection from June 2022, the Company believes that a loss contingency in this matter is probable and reasonably estimable and has recorded a loss contingency in an amount that is not material to its financial performance or operations.
In addition to the above, from time to time, the Company is a party to various legal proceedings, litigation, claims and assessments. While it is not possible to predict the ultimate disposition of each of these matters, management believes that the ultimate outcome of such matters will not have a material effect on the Company's consolidated financial position, results of operations, liquidity or cash flows.
v3.23.3
FAIR VALUE OF FINANCIAL INSTRUMENTS
 9 Months Ended
Sep. 30, 2023
Fair Value Disclosures [Abstract]  
FAIR VALUE OF FINANCIAL INSTRUMENTS FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company has a number of financial instruments, none of which are held for trading purposes. The Company estimates that the fair value of all financial instruments at September 30, 2023 and December 31, 2022 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. Considerable judgment is necessarily required in interpreting market data to develop the estimates of fair value, and, accordingly, the estimates are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The carrying value of debt approximates fair value as the interest rate is based on market and the Company’s consolidated leverage ratio. The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments. Cash and cash equivalents at September 30, 2023 and December 31, 2022 includes $24,746 and $934 in money market funds and other interest-bearing deposit accounts, respectively.
Non-current assets at September 30, 2023 and December 31, 2022 includes $9,613 and $8,547, respectively, of rabbi trust funds related to the Company's deferred compensation plan. The money market and rabbi trust funds are valued using level one inputs, as defined by ASC 820, “Fair Value Measurement.”
The contingent consideration liabilities included on the balance sheet as of September 30, 2023 and December 31, 2022 amount to $1,500 and $11,400, respectively, and were valued using level three inputs, as defined by ASC 820, "Fair Value Measurement".
The Company also had derivative financial instruments, consisting of a cross-currency swap and an interest rate swap, which were included in "Derivative assets" in the Company's condensed consolidated balance sheets. The fair values of these derivative instruments were determined based on Level 2 inputs, using significant inputs that are observable either directly or indirectly, including interest rate curves and implied volatilities. The Company settled its cross-currency swap and interest rate swap on June 27, 2023 and had no other derivatives outstanding as of September 30, 2023. The derivative assets related to the cross-currency swap and the interest rate swap were $4,587 and $1,406 at December 31, 2022, respectively.
v3.23.3
RELATED PARTY TRANSACTIONS
 9 Months Ended
Sep. 30, 2023
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS RELATED PARTY TRANSACTIONS The Company provides services under a contractual agreement to St. Gabriel CC Company, LLC. These services include accounting, information technology, quality control, and purchasing services, as well as operation of the St. Gabriel CC Company, LLC plant. The Company also sells raw materials to St. Gabriel CC Company, LLC. These raw materials are used in the production of finished goods that are, in turn, sold by Saint Gabriel CC Company, LLC to the Company for resale to unrelated parties. As such, the sale of these raw materials to St. Gabriel CC Company, LLC in this scenario lacks economic substance and therefore the Company does not include them in net sales within the condensed consolidated statements of earnings. Payments for the services the Company provided amounted to $1,094 and $3,294 for the three and nine months ended September 30, 2023, respectively and $1,188 and $3,185 for the three and nine months ended September 30, 2022, respectively. The raw materials purchased and subsequently sold amounted to $7,274 and $27,069 for the three and nine months ended September 30, 2023, respectively, and $11,937 and $32,158 for the three and nine months ended September 30, 2022, respectively. These services and raw materials are primarily recorded in cost of goods sold, net of the finished goods received from St. Gabriel CC Company, LLC of $5,903 and $22,198 during the three and nine months ended September 30, 2023, respectively, and $9,249 and $23,971 for the three and nine months ended September 30, 2022, respectively. At September 30, 2023 and December 31, 2022, the Company had receivables of $8,369 and $8,820, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold. At September 30, 2023 and December 31, 2022, the Company had payables of $5,972 and $5,224, respectively, recorded in accounts payable for finished goods received from St. Gabriel CC Company, LLC. The Company had payables in the amount of $296 related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accounts payable at both September 30, 2023 and December 31, 2022.
v3.23.3
LEASES
 9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
LEASES LEASES
The Company has both real estate leases and equipment leases. The main types of equipment leases include forklifts, trailers, printers and copiers, railcars, and trucks. Leases are categorized as both operating leases and finance leases. The Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the condensed consolidated balance sheet. Management determined that since the Company has a centralized treasury function, the parent company would either fund or guarantee a subsidiary's loan for borrowing over a similar term. As such, the Company's management determined it is appropriate to utilize a corporate based borrowing rate for all locations. The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio. The Company's borrowing history shows that interest rates of a term loan or a line of credit depend on the duration of the loan rather than the nature of the assets purchased by those funds. Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms. Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during the third quarter of 2023: (1) 1-2 years, 6.50% (2) 3-4 years, 7.09% (3) 5-9 years, 7.43% and (4) 10+ years, 8.15%.
Right of use assets and lease liabilities at September 30, 2023 and December 31, 2022 are summarized as follows:

Right of use assetsSeptember 30, 2023December 31, 2022
Operating leases$16,066 $17,094 
Finance leases2,155 2,338 
Total$18,221 $19,432 

Lease liabilities - currentSeptember 30, 2023December 31, 2022
Operating leases$3,584 $3,796 
Finance leases274 226 
Total$3,858 $4,022 

Lease liabilities - non-currentSeptember 30, 2023December 31, 2022
Operating leases$13,244 $13,806 
Finance leases1,995 2,213 
Total$15,239 $16,019 
For the three and nine months ended September 30, 2023 and 2022, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Lease Cost
Operating lease cost$1,326 $1,190 $3,972 $2,782 
Finance lease cost
Amortization of ROU asset61 53 181 157 
Interest on lease liabilities29 30 87 91 
Total finance lease90 83 268 248 
Total lease cost$1,416 $1,273 $4,240 $3,030 
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$1,232 $1,164 $3,441 $2,772 
Operating cash flows from finance leases29 30 87 91 
Financing cash flows from finance leases56 42 166 125 
$1,317 $1,236 $3,694 $2,988 
Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed$1,110 $2,275 $3,715 $7,552 
Weighted-average remaining lease term - operating leases5.49 years3.83 years5.49 years3.83 years
Weighted-average remaining lease term - finance leases9.29 years10.65 years9.29 years10.65 years
Weighted-average discount rate - operating leases4.3 %2.9 %4.3 %2.9 %
Weighted-average discount rate - finance leases5.0 %5.1 %5.0 %5.1 %
Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2023 aggregated to approximately $1,326 and $3,972, respectively, and $1,190 and $2,782 for the three and nine months ended September 30, 2022, respectively.
Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2023 are as follows:

Year 
October 1, 2023 to December 31, 2023$1,301 
20244,648 
20253,635 
20263,120 
20272,651 
20282,151 
Thereafter5,304 
Total minimum lease payments$22,810 
LEASES LEASES
The Company has both real estate leases and equipment leases. The main types of equipment leases include forklifts, trailers, printers and copiers, railcars, and trucks. Leases are categorized as both operating leases and finance leases. The Company elected the practical expedient to combine lease and non-lease components and recognizes the combined amount on the condensed consolidated balance sheet. Management determined that since the Company has a centralized treasury function, the parent company would either fund or guarantee a subsidiary's loan for borrowing over a similar term. As such, the Company's management determined it is appropriate to utilize a corporate based borrowing rate for all locations. The Company developed four tranches of leases based on lease terms and these tranches reflect the composition of the current lease portfolio. The Company's borrowing history shows that interest rates of a term loan or a line of credit depend on the duration of the loan rather than the nature of the assets purchased by those funds. Based on this understanding, the Company elected to use a portfolio approach to discount rates, applying corporate rates to the tranches of leases based on lease terms. Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during the third quarter of 2023: (1) 1-2 years, 6.50% (2) 3-4 years, 7.09% (3) 5-9 years, 7.43% and (4) 10+ years, 8.15%.
Right of use assets and lease liabilities at September 30, 2023 and December 31, 2022 are summarized as follows:

Right of use assetsSeptember 30, 2023December 31, 2022
Operating leases$16,066 $17,094 
Finance leases2,155 2,338 
Total$18,221 $19,432 

Lease liabilities - currentSeptember 30, 2023December 31, 2022
Operating leases$3,584 $3,796 
Finance leases274 226 
Total$3,858 $4,022 

Lease liabilities - non-currentSeptember 30, 2023December 31, 2022
Operating leases$13,244 $13,806 
Finance leases1,995 2,213 
Total$15,239 $16,019 
For the three and nine months ended September 30, 2023 and 2022, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Lease Cost
Operating lease cost$1,326 $1,190 $3,972 $2,782 
Finance lease cost
Amortization of ROU asset61 53 181 157 
Interest on lease liabilities29 30 87 91 
Total finance lease90 83 268 248 
Total lease cost$1,416 $1,273 $4,240 $3,030 
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$1,232 $1,164 $3,441 $2,772 
Operating cash flows from finance leases29 30 87 91 
Financing cash flows from finance leases56 42 166 125 
$1,317 $1,236 $3,694 $2,988 
Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed$1,110 $2,275 $3,715 $7,552 
Weighted-average remaining lease term - operating leases5.49 years3.83 years5.49 years3.83 years
Weighted-average remaining lease term - finance leases9.29 years10.65 years9.29 years10.65 years
Weighted-average discount rate - operating leases4.3 %2.9 %4.3 %2.9 %
Weighted-average discount rate - finance leases5.0 %5.1 %5.0 %5.1 %
Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2023 aggregated to approximately $1,326 and $3,972, respectively, and $1,190 and $2,782 for the three and nine months ended September 30, 2022, respectively.
Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2023 are as follows:

Year 
October 1, 2023 to December 31, 2023$1,301 
20244,648 
20253,635 
20263,120 
20272,651 
20282,151 
Thereafter5,304 
Total minimum lease payments$22,810 
v3.23.3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
 9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
On May 28, 2019, the Company entered into a pay-fixed (2.05%), receive-floating interest rate swap with a notional amount of $108,569 and a maturity date of June 27, 2023, which was designated as cash flow hedge. The net interest income related to the interest rate swap contract was $0 and $1,518 for the three and nine months ended September 30, 2023, respectively, and $35 for the three months ended September 30, 2022. The net interest expense related to the interest rate swap contract was $842 for the nine months ended September 30, 2022. The net interest income and expense were recorded in the condensed consolidated statements of earnings under "Interest expense, net."
On May 28, 2019, the Company also entered into a pay-fixed (0.00%), receive-fixed (2.05%) cross-currency swap to manage foreign exchange risk related to the Company's net investment in Chemogas, which was designated as net investment hedge. The derivative had a notional amount of $108,569, an effective date of May 28, 2019, and a maturity date of June 27, 2023. The interest income related to the cross-currency swap contract was $0 and $1,119 for the three and nine months ended September 30, 2023, respectively, and $569 and $1,682 for the three and nine months ended September 30, 2022, respectively. The interest income was recorded in the condensed consolidated statements of earnings under "Interest expense, net."
The Company settled its derivative instruments on their maturity date of June 27, 2023 and had no other derivatives outstanding as of September 30, 2023. The proceeds from the settlement of the cross-currency swap in the amount of $2,740 were classified as investing activities in the Consolidated Statements of Cash Flows.
As of December 31, 2022, the fair value of the derivative instruments is presented as follows in the Company's condensed consolidated balance sheets:
Derivative assetsDecember 31, 2022
   Interest rate swap$1,406 
   Cross-currency swap4,587 
   Derivative assets$5,993 
Gains and losses on our hedging instruments were recognized in accumulated other comprehensive income (loss) and categorized as follows for the three and nine months ended September 30, 2023 and 2022:

Location within Statements of Comprehensive IncomeThree Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Cash flow hedge (interest rate swap), net of taxUnrealized gain (loss) on cash flow hedge, net$— $427 $(1,065)$2,850 
Net investment hedge (cross-currency swap), net of taxNet foreign currency translation adjustment— 5,065 (1,455)10,151 
Total$— $5,492 $(2,520)$13,001 
In connection with the Kappa acquisition (see Note 2, Significant Acquisitions), the Company entered into four short-term foreign currency exchange forward contracts to manage fluctuations in foreign currency exchange rates. The Company did not designate these contracts as hedged transactions under the applicable sections of ASC Topic 815, "Derivatives and Hedging". For the nine months ended September 30, 2022, the net gains on these forward contracts of $512 were recorded in other income or loss in the condensed consolidated statements of earnings. As of September 30, 2023, the Company did not maintain any open foreign currency exchange forward contracts as all four contracts expired during 2022.
v3.23.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Pay vs Performance Disclosure                
Net earnings $ 29,075 $ 30,110 $ 22,710 $ 25,249 $ 29,782 $ 28,930 $ 81,895 $ 83,961
v3.23.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2023
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Terminated false
v3.23.3
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Policies)
 9 Months Ended
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Recent Adopted Accounting Pronouncements
Recently Adopted Accounting Pronouncements

In August 2023, the FASB issued Accounting Standards Update ("ASU") 2023-05, "Business Combinations - Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement." The new guidance applies to the formation of a joint venture and requires a joint venture to initially measure all contributions received upon its formation at fair value. The guidance is intended to reduce diversity in practice and is applicable to joint venture entities with a formation date on or after January 1, 2025 on a prospective basis. While ASU 2023-05 is not currently applicable to Balchem, the Company will apply this guidance in future reporting periods after the guidance is effective to any future arrangements meeting the definition of a joint venture.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting", and in December 2022 subsequently issued ASU 2022-06, “Reference Rate Reform (Topic 848): Deferral of the Sunset Date of Topic 848.” These ASU’s provide temporary optional guidance to ease the potential burden in accounting for reference rate reform. The Standards Updates provide optional expedients and exceptions for applying accounting principles generally accepted in the United States to contract modifications and hedging relationships that reference LIBOR or another reference rate that are expected to be discontinued. The Standards Updates were effective upon issuance and can generally be applied through December 31, 2024. Due to the discontinuation of LIBOR and under the relief provided by Topic 848, during the third quarter of 2022, the Company modified its interest rate swap and replaced LIBOR with 1-month CME Term SOFR. The modification of the agreement did not have a significant impact on the Company's consolidated financial statements and disclosures. The interest rate swap matured on June 27, 2023.
v3.23.3
SIGNIFICANT ACQUISITIONS (Tables)
 9 Months Ended
Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]  
Schedule of Estimated Fair Value of Assets Acquired and Liabilities Assumed
The following table summarizes the fair values of the assets acquired and liabilities assumed:

Cash and cash equivalents$773 
Accounts receivable4,699 
Inventories3,972 
Property, plant and equipment2,243 
Right of use assets866 
Customer relationships29,900 
Developed technology4,600 
Trademarks2,300 
Other assets197 
Accounts payable(699)
Bank debt(206)
Lease liabilities(871)
Other liabilities(462)
Goodwill31,550 
Total consideration on acquisition date and working capital adjustment78,862 
Net decrease to contingent consideration liability and other post-closing payments(5,425)
Total expected consideration73,437 
To pay off bank debt206 
Total expected payments$73,643 
The following table summarizes the estimated fair values of the assets acquired and liabilities assumed. The transactions were completed in Norwegian kroner ("NOK") and the amounts were translated to U.S. dollars ("USD") using the foreign currency exchange rate as of June 21, 2022.

Cash and cash equivalents$6,365 
Accounts receivable8,036 
Inventories17,600 
Property, plant and equipment9,854 
Right of use assets3,349 
Customer relationships88,813 
Developed technology15,643 
Trademarks5,046 
Other assets2,399 
Accounts payable(3,301)
Bank debt(30,648)
Lease liabilities(3,349)
Other liabilities(4,461)
Deferred income taxes, net(24,716)
Goodwill216,383 
Total consideration on acquisition date307,013 
Decrease to contingent consideration liability(4,037)
Net gain on foreign currency exchange forward contracts(512)
Total expected consideration302,464 
Kappa bank debt paid on acquisition date30,648 
Total expected payments$333,112 
Schedule of Unaudited Pro Forma Information The following selected unaudited pro forma information presents the consolidated results of operations as if the business combinations in 2022 had occurred as of January 1, 2021.
Three Months Ended September 30,Nine Months Ended September 30,
Net SalesNet EarningsNet SalesNet Earnings
Kappa & Bergstrom actual results included in the Company's consolidated income statement in three and nine months ended September 30, 2023$16,568 $4,732 $44,313 $3,517 
2023 Supplemental pro forma combined financial$229,948 $30,937 $693,740 $88,155 
2022 Supplemental pro forma combined financial$247,614 $26,831 $749,489 $86,275 
v3.23.3
STOCKHOLDERS' EQUITY (Tables)
 9 Months Ended
Sep. 30, 2023
Stockholders' Equity Note [Abstract]  
Schedule of Compensation Cost on Net Earnings
The Company’s results for the three and nine months ended September 30, 2023 and 2022 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

Increase/(Decrease) for theIncrease/(Decrease) for the
Three Months Ended September 30,Nine Months Ended September 30,
2023202220232022
Cost of sales$477 $386 $1,436 $1,062 
Operating expenses3,272 2,563 10,831 8,776 
Net earnings(2,884)(2,251)(9,447)(7,563)
Schedule of Stock Option Activity
Option activity for the nine months ended September 30, 2023 and 2022 is summarized below:

For the Nine Months Ended September 30, 2023Shares (000s)Weighted
Average
Exercise
Price		Aggregate
Intrinsic
Value		Weighted
Average
Remaining
Contractual
Term
Outstanding as of December 31, 20221,045 $99.82 $27,221 
Granted109 138.09 
Exercised(47)82.70 
Forfeited(11)131.79 
Canceled(1)138.07 
Outstanding as of September 30, 20231,095 $104.00 $26,825 5.9
Exercisable as of September 30, 2023728 $88.01 $26,512 4.6
For the Nine Months Ended September 30, 2022Shares (000s)Weighted
Average
Exercise
Price		Aggregate
Intrinsic
Value		Weighted
Average
Remaining
Contractual
Term
Outstanding as of December 31, 2021867 $88.19 $69,711 
Granted239 139.04 
Exercised(31)70.06 
Forfeited(12)125.05 
Canceled— — 
Outstanding as of September 30, 20221,063 $99.74 $27,308 6.6
Exercisable as of September 30, 2022656 $81.45 $26,312 5.2
Schedule of Other Information Pertaining to Stock Option Activity
Other information pertaining to option activity during the three and nine months ended September 30, 2023 and 2022 is as follows:

 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Weighted-average fair value of options granted$— $48.55 $40.91 $44.77 
Total intrinsic value of stock options exercised ($000s)$100 $815 $2,280 $1,964 
Schedule of Non-vested Restricted Stock Activity
Non-vested restricted stock activity for the nine months ended September 30, 2023 and 2022 is summarized below:
Nine Months Ended September 30,
20232022
Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance as of December 31122 $124.42 166 $99.70 
Granted39 137.48 40 137.03 
Vested(34)111.48 (78)81.11 
Forfeited(4)128.06 (7)116.72 
Non-vested balance as of September 30123 $132.01 121 $122.96 
Schedule of Non-vested Performance Share Activity
Non-vested performance share activity for the nine months ended September 30, 2023 and 2022 is summarized below:

Nine Months Ended September 30,
20232022
Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance as of December 3170 $127.69 69$110.72 
Granted42 139.66 39114.22
Vested(36)98.84 (35)53.17
Forfeited— — (3)84.09
Non-vested balance as of September 3076 $135.25 70$127.69 
v3.23.3
INVENTORIES (Tables)
 9 Months Ended
Sep. 30, 2023
Inventory Disclosure [Abstract]  
Schedule of Inventories
Inventories, net of reserves at September 30, 2023 and December 31, 2022 consisted of the following:

September 30, 2023December 31, 2022
Raw materials$35,592 $44,477 
Work in progress10,904 3,143 
Finished goods69,850 72,048 
Total inventories$116,346 $119,668 
v3.23.3
PROPERTY, PLANT AND EQUIPMENT (Tables)
 9 Months Ended
Sep. 30, 2023
Property, Plant and Equipment [Abstract]  
Schedule of Property, Plant and Equipment
Property, plant and equipment at September 30, 2023 and December 31, 2022 are summarized as follows:
 September 30, 2023December 31, 2022
Land$11,535 $11,415 
Building103,125 90,644 
Equipment306,222 278,851 
Construction in progress53,643 79,928 
 474,525 460,838 
Less: accumulated depreciation205,691 189,483 
Property, plant and equipment, net$268,834 $271,355 
v3.23.3
INTANGIBLE ASSETS (Tables)
 9 Months Ended
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Identifiable Intangible Assets
Identifiable intangible assets with finite lives at September 30, 2023 and December 31, 2022 are summarized as follows:

 Amortization
Period
(in years)		Gross Carrying Amount at September 30, 2023Accumulated Amortization at September 30, 2023Gross Carrying Amount at December 31, 2022Accumulated Amortization at December 31, 2022
Customer relationships & lists
10-20
$356,329 $204,001 $357,131 $190,576 
Trademarks & trade names
2-17
50,034 36,453 50,058 33,416 
Developed technology
5-12
40,395 16,883 40,473 16,171 
Other
2-18
25,325 22,578 25,041 19,245 
 $472,083 $279,915 $472,703 $259,408 
v3.23.3
NET EARNINGS PER SHARE (Tables)
 9 Months Ended
Sep. 30, 2023
Earnings Per Share [Abstract]  
Schedule of Reconciliation of the Net Earnings and Shares Used in Calculating Basic and Diluted Net Earnings Per Share
The following presents a reconciliation of the net earnings and shares used in calculating basic and diluted net earnings per share:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Net Earnings - Basic and Diluted$29,075 $25,249 $81,895 $83,961 
Shares (000s)
Weighted Average Common Shares - Basic32,116 32,010 32,102 32,017 
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares360 357 338 375 
Weighted Average Common Shares - Diluted32,476 32,367 32,440 32,392 
Net Earnings Per Share - Basic$0.91 $0.79 $2.55 $2.62 
Net Earnings Per Share - Diluted$0.90 $0.78 $2.52 $2.59 
v3.23.3
SEGMENT INFORMATION (Tables)
 9 Months Ended
Sep. 30, 2023
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information
The segment information is summarized as follows:

Business Segment AssetsSeptember 30,
2023		December 31,
2022
Human Nutrition and Health$1,177,021 $1,170,238 
Animal Nutrition and Health163,272 175,972 
Specialty Products164,924 177,187 
Other and Unallocated (1)
98,267 101,115 
Total$1,603,484 $1,624,512 

Business Segment Net Sales		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$144,455 $142,655 $412,777 $396,728 
Animal Nutrition and Health53,944 65,604 180,162 197,546 
Specialty Products30,004 29,641 94,961 99,622 
Other and Unallocated (2)
1,545 6,367 5,840 15,931 
Total$229,948 $244,267 $693,740 $709,827 


Business Segment Earnings Before Income Taxes		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$31,275 $20,584 $77,209 $64,592 
Animal Nutrition and Health5,070 8,036 22,230 26,943 
Specialty Products8,740 7,105 25,984 24,785 
Other and Unallocated (2)
(1,471)(2,100)(4,565)(4,439)
Interest and other expense(7,139)(2,540)(16,864)(3,908)
Total$36,475 $31,085 $103,994 $107,973 


Depreciation/Amortization		Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Human Nutrition and Health$9,640 $9,569 $28,567 $24,316 
Animal Nutrition and Health2,117 1,681 5,885 5,010 
Specialty Products1,831 1,839 5,440 5,670 
Other and Unallocated (2)
216 1,008 986 2,962 
Total$13,804 $14,097 $40,878 $37,958 


Capital Expenditures		Nine Months Ended September 30,
 20232022
Human Nutrition and Health$18,745 $22,513 
Animal Nutrition and Health4,247 8,748 
Specialty Products2,663 3,139 
Other and Unallocated (2)
178 550 
Total$25,833 $34,950 

(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 and unallocated legal fees totaling $384 and $1,600 for the three and nine months ended September 30, 2023, respectively, and $1,640 and $2,816 for the three and nine months ended September 30, 2022, respectively, and (ii) Unallocated amortization expense of $0 and $312 for the three and nine months ended September 30, 2023, and $734 and $2,213 for the three and nine months ended September 30, 2022, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.
v3.23.3
REVENUE (Tables)
 9 Months Ended
Sep. 30, 2023
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenues
The following table presents revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Product Sales$218,033 $233,823 $660,773 $677,136 
Co-manufacturing6,917 8,109 21,437 26,235 
Consignment4,324 1,484 9,297 4,064 
Product Sales Revenue229,274 243,416 691,507 707,435 
Royalty Revenue674 851 2,233 2,392 
Total Revenue$229,948 $244,267 $693,740 $709,827 

The following table presents revenues disaggregated by geography, based on the shipping addresses of customers:

Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
United States$176,765 $174,564 $515,099 $518,131 
Foreign Countries53,183 69,703 178,641 191,696 
Total Revenue$229,948 $244,267 $693,740 $709,827 
v3.23.3
SUPPLEMENTAL CASH FLOW INFORMATION (Tables)
 9 Months Ended
Sep. 30, 2023
Supplemental Cash Flow Information [Abstract]  
Schedule of Supplemental Cash Flow Information
Cash paid during the nine months ended September 30, 2023 and 2022 for income taxes and interest is as follows:
Nine Months Ended September 30,
20232022
Income taxes$30,899 $29,846 
Interest$20,085 $6,169 
v3.23.3
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)
 9 Months Ended
Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]  
Schedule of Changes in Accumulated Other Comprehensive Loss
The changes in accumulated other comprehensive loss were as follows:

 Three Months Ended
September 30,		Nine Months Ended
September 30,
 2023202220232022
Net foreign currency translation adjustment$(14,425)$(34,874)$(6,117)$(44,667)
Net change of cash flow hedge (see Note 20 for further
   information)
Unrealized gain (loss) on cash flow hedge— 564 (1,406)3,770 
Tax— (137)341 (920)
Net of tax— 427 (1,065)2,850 
Net change in postretirement benefit plan (see Note 15 for
   further information)
Amortization of prior service cost— 2 — 6 
Amortization of loss2 — 6 — 
Prior service credit and gain arising during the period— — 132 (41)
Total before tax2 2 138 (35)
Tax— — (34)(24)
Net of tax2 2 104 (59)
Total other comprehensive loss$(14,423)$(34,445)$(7,078)$(41,876)
Schedule of Accumulated Other Comprehensive (Loss) Income
Accumulated other comprehensive (loss) income at September 30, 2023 and December 31, 2022 consisted of the following:

 Foreign currency
translation
adjustment		Cash flow hedgePostretirement
benefit plan		Total
Balance December 31, 2022$(8,401)$1,065 $182 $(7,154)
Other comprehensive income (loss)(6,117)(1,065)104 (7,078)
Balance September 30, 2023$(14,518)$— $286 $(14,232)
v3.23.3
EMPLOYEE BENEFIT PLANS (Tables)
 9 Months Ended
Sep. 30, 2023
Retirement Benefits [Abstract]  
Schedule of Net Periodic Benefit Cost
Net periodic benefit costs for such retirement medical plans were as follows:

 Nine Months Ended September 30,
 20232022
Service cost$81 $59 
Interest cost46 20 
Amortization of prior service cost— 6 
Amortization of loss6 — 
Net periodic benefit cost$133 $85 

Net periodic benefit costs for such benefit pensions plans were as follows:
Nine Months Ended September 30,
 20232022
Service cost with interest to end of year$46 $30 
Interest cost47 12 
Expected return on plan assets(30)(26)
Total net periodic benefit cost$63 $16 
v3.23.3
LEASES (Tables)
 9 Months Ended
Sep. 30, 2023
Leases [Abstract]  
Schedule of Lease Cost
Right of use assets and lease liabilities at September 30, 2023 and December 31, 2022 are summarized as follows:

Right of use assetsSeptember 30, 2023December 31, 2022
Operating leases$16,066 $17,094 
Finance leases2,155 2,338 
Total$18,221 $19,432 

Lease liabilities - currentSeptember 30, 2023December 31, 2022
Operating leases$3,584 $3,796 
Finance leases274 226 
Total$3,858 $4,022 

Lease liabilities - non-currentSeptember 30, 2023December 31, 2022
Operating leases$13,244 $13,806 
Finance leases1,995 2,213 
Total$15,239 $16,019 
For the three and nine months ended September 30, 2023 and 2022, the Company's total lease costs were as follows, which included amounts recognized in earnings, amounts capitalized on the balance sheets, and the cash flows arising from lease transactions:
Three Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Lease Cost
Operating lease cost$1,326 $1,190 $3,972 $2,782 
Finance lease cost
Amortization of ROU asset61 53 181 157 
Interest on lease liabilities29 30 87 91 
Total finance lease90 83 268 248 
Total lease cost$1,416 $1,273 $4,240 $3,030 
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases$1,232 $1,164 $3,441 $2,772 
Operating cash flows from finance leases29 30 87 91 
Financing cash flows from finance leases56 42 166 125 
$1,317 $1,236 $3,694 $2,988 
Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed$1,110 $2,275 $3,715 $7,552 
Weighted-average remaining lease term - operating leases5.49 years3.83 years5.49 years3.83 years
Weighted-average remaining lease term - finance leases9.29 years10.65 years9.29 years10.65 years
Weighted-average discount rate - operating leases4.3 %2.9 %4.3 %2.9 %
Weighted-average discount rate - finance leases5.0 %5.1 %5.0 %5.1 %
Schedule of Aggregate Future Minimum Rental Payments Required under Non-Cancelable Finance Leases
Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2023 are as follows:

Year 
October 1, 2023 to December 31, 2023$1,301 
20244,648 
20253,635 
20263,120 
20272,651 
20282,151 
Thereafter5,304 
Total minimum lease payments$22,810 
Schedule of Aggregate Future Minimum Rental Payments Required under Non-Cancelable Operating Leases
Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2023 are as follows:

Year 
October 1, 2023 to December 31, 2023$1,301 
20244,648 
20253,635 
20263,120 
20272,651 
20282,151 
Thereafter5,304 
Total minimum lease payments$22,810 
v3.23.3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)
 9 Months Ended
Sep. 30, 2023
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of Fair Value of Derivative Instruments
As of December 31, 2022, the fair value of the derivative instruments is presented as follows in the Company's condensed consolidated balance sheets:
Derivative assetsDecember 31, 2022
   Interest rate swap$1,406 
   Cross-currency swap4,587 
   Derivative assets$5,993 
Schedule of Gains (Losses) on Hedging Instruments
Gains and losses on our hedging instruments were recognized in accumulated other comprehensive income (loss) and categorized as follows for the three and nine months ended September 30, 2023 and 2022:

Location within Statements of Comprehensive IncomeThree Months Ended
September 30,		Nine Months Ended
September 30,
2023202220232022
Cash flow hedge (interest rate swap), net of taxUnrealized gain (loss) on cash flow hedge, net$— $427 $(1,065)$2,850 
Net investment hedge (cross-currency swap), net of taxNet foreign currency translation adjustment— 5,065 (1,455)10,151 
Total$— $5,492 $(2,520)$13,001 
v3.23.3
SIGNIFICANT ACQUISITIONS - Narrative (Details)
kr in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Aug. 30, 2022
USD ($)
Jun. 21, 2022
USD ($)
Jun. 21, 2022
NOK (kr)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Business Acquisition [Line Items]                
Cash paid for acquisitions, net of cash acquired           $ 1,252 $ 365,780  
Goodwill       $ 766,545   766,545   $ 769,509
Human Nutrition and Health                
Business Acquisition [Line Items]                
Goodwill percent 80.00%              
Animal Nutrition and Health                
Business Acquisition [Line Items]                
Goodwill percent 20.00%              
Bergstrom                
Business Acquisition [Line Items]                
Percentage of outstanding common shares acquired 100.00%              
Payments $ 72,143     910   70,892    
Total expected payments 73,643              
Cash acquired from acquisition 773              
Cash paid for acquisitions, net of cash acquired 71,164              
Contingent consideration liability       1,500   1,500    
Expected payments           73,643    
Working capital adjustment           341    
Post-closing payment           910    
Goodwill $ 31,550              
Transaction and integration costs       (3,342)   (9,222)    
Acquisition of transaction costs       3,500   9,900    
Acquisition-related costs         $ 593   668  
Bergstrom | Customer relationships                
Business Acquisition [Line Items]                
Useful life of intangible assets acquired 15 years              
Bergstrom | Corporate trademark                
Business Acquisition [Line Items]                
Useful life of intangible assets acquired 2 years              
Bergstrom | Product trademarks                
Business Acquisition [Line Items]                
Useful life of intangible assets acquired 10 years              
Bergstrom | Developed technology                
Business Acquisition [Line Items]                
Useful life of intangible assets acquired 12 years              
Bergstrom | Former Shareholders                
Business Acquisition [Line Items]                
Payments $ 71,937              
Total expected payments 73,437              
Bergstrom | Former Bank                
Business Acquisition [Line Items]                
Total expected payments $ 206              
Kechu BidCo AS and Its Subsidiary Companies (Kappa)                
Business Acquisition [Line Items]                
Payments | kr     kr 3,305,653          
Total expected payments   $ 333,112            
Cash acquired from acquisition   6,365 63,064          
Cash paid for acquisitions, net of cash acquired | kr     kr 2,938,917          
Goodwill   216,383            
Acquisition-related costs       $ 46 $ 989 $ 525 $ 1,440  
Net gain on foreign currency exchange forward contracts   512            
Kappa bank debt paid on acquisition date   $ 333,112            
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Customer relationships                
Business Acquisition [Line Items]                
Useful life of intangible assets acquired   15 years 15 years          
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Corporate trademark                
Business Acquisition [Line Items]                
Useful life of intangible assets acquired   2 years 2 years          
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Product trademarks                
Business Acquisition [Line Items]                
Useful life of intangible assets acquired   10 years 10 years          
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Developed technology                
Business Acquisition [Line Items]                
Useful life of intangible assets acquired   12 years 12 years          
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Former Shareholders                
Business Acquisition [Line Items]                
Payments | kr     kr 3,001,981          
Total expected payments   $ 302,464            
Cash paid for acquisitions, net of cash acquired   296,099            
Kappa bank debt paid on acquisition date   302,464            
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Lenders                
Business Acquisition [Line Items]                
Payments | kr     kr 303,672          
Total expected payments   $ 30,648            
v3.23.3
SIGNIFICANT ACQUISITIONS - Estimated Fair Value of Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
 9 Months Ended
Aug. 30, 2022
Jun. 21, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Goodwill     $ 766,545   $ 769,509
Net decrease to contingent consideration liability and other post-closing payments     $ (9,900) $ 0  
Bergstrom          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Cash and cash equivalents $ 773        
Accounts receivable 4,699        
Inventories 3,972        
Property, plant and equipment 2,243        
Right of use assets 866        
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 (5,425)        
Total expected payments 73,643        
Bergstrom | Former Shareholders          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Total expected payments 73,437        
Bergstrom | Former Bank          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Total expected payments 206        
Bergstrom | Customer relationships          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Intangible assets 29,900        
Bergstrom | Developed technology          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Intangible assets 4,600        
Bergstrom | Trademarks          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Intangible assets $ 2,300        
Kechu BidCo AS and Its Subsidiary Companies (Kappa)          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
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      
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 and working capital adjustment   307,013      
Net decrease to contingent consideration liability and other post-closing payments   (4,037)      
Net gain on foreign currency exchange forward contracts   (512)      
Total expected payments   333,112      
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Former Shareholders          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Total expected payments   302,464      
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Lenders          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Total expected payments   30,648      
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Customer relationships          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Intangible assets   88,813      
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Developed technology          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Intangible assets   15,643      
Kechu BidCo AS and Its Subsidiary Companies (Kappa) | Trademarks          
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract]          
Intangible assets   $ 5,046      
v3.23.3
SIGNIFICANT ACQUISITIONS - Schedule of Pro Forma Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Net Sales        
Kappa & Bergstrom actual results included in the Company's consolidated income statement in three and nine months ended September 30, 2023 $ 16,568   $ 44,313  
Supplemental pro forma combined financial information 229,948 $ 247,614 693,740 $ 749,489
Net Earnings        
Kappa & Bergstrom actual results included in the Company's consolidated income statement in three and nine months ended September 30, 2023 4,732   3,517  
Supplemental pro forma combined financial information $ 30,937 $ 26,831 $ 88,155 $ 86,275
v3.23.3
STOCKHOLDERS' EQUITY - Stock-Based Compensation (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Jun. 22, 2023
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Net earnings   $ (2,884) $ (2,251) $ (9,447) $ (7,563)
Expiration period of options granted       10 years  
Shares available for future awards (in shares)   1,035,010   1,035,010  
Additional shares approved (in shares) 800,000        
Stock options | Minimum          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Vesting period       3 years  
Stock options | Maximum          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Vesting period       5 years  
Restricted stock          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Vesting period       3 years  
Restricted stock | Non-employee director          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Vesting period       3 years  
Performance shares          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Vesting period       3 years  
Cost of sales          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Stock-based compensation cost   $ 477 386 $ 1,436 1,062
Operating expenses          
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]          
Stock-based compensation cost   $ 3,272 $ 2,563 $ 10,831 $ 8,776
v3.23.3
STOCKHOLDERS' EQUITY - Stock Options (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]        
Outstanding at beginning of period (in shares)     1,045 867
Granted (in shares)     109 239
Exercised (in shares)     (47) (31)
Forfeited (in shares)     (11) (12)
Canceled (in shares)     (1) 0
Outstanding at end of period (in shares) 1,095 1,063 1,095 1,063
Exercisable at end of period (in shares) 728 656 728 656
Weighted Average Exercise Price        
Outstanding at beginning of period (in dollars per share)     $ 99.82 $ 88.19
Granted (in dollars per share)     138.09 139.04
Exercised (in dollars per share)     82.70 70.06
Forfeited (in dollars per share)     131.79 125.05
Canceled (in dollars per share)     138.07 0
Outstanding at end of period (in dollars per share) $ 104.00 $ 99.74 104.00 99.74
Exercisable at end of period (in dollars per share) $ 88.01 $ 81.45 $ 88.01 $ 81.45
Aggregate intrinsic value, outstanding, beginning of period     $ 27,221 $ 69,711
Aggregate intrinsic value, outstanding, end of period $ 26,825 $ 27,308 26,825 27,308
Aggregate intrinsic value, exercisable, end of period $ 26,512 $ 26,312 $ 26,512 $ 26,312
Weighted average remaining contractual term, outstanding     5 years 10 months 24 days 6 years 7 months 6 days
Weighted average remaining contractual term, exercisable     4 years 7 months 6 days 5 years 2 months 12 days
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]        
Weighted-average fair value of options granted (in dollars per share) $ 0 $ 48.55 $ 40.91 $ 44.77
Total intrinsic value of stock options exercised $ 100 $ 815 $ 2,280 $ 1,964
Stock options        
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]        
Dividend yield rate     0.50% 0.50%
Expected volatility rate     28.00% 30.00%
Risk-free interest rate     3.90% 2.80%
Expected term     4 years 9 months 18 days 7 years 3 months 18 days
v3.23.3
STOCKHOLDERS' EQUITY - Restricted Stock and Performance Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]    
Unrecognized compensation cost $ 22,470 $ 23,665
Period for unrecognized compensation cost to be recognized over 1 year 9 months 18 days  
Estimated share-based compensation expense $ 16,000  
Restricted stock    
Shares    
Non-vested balance as of beginning of period (in shares) 122 166
Granted (in shares) 39 40
Vested (in shares) (34) (78)
Forfeited (in shares) (4) (7)
Non-vested balance as of end of period (in shares) 123 121
Weighted Average Grant Date Fair Value    
Non-vested balance as of beginning of period (in dollars per share) $ 124.42 $ 99.70
Granted (in dollars per share) 137.48 137.03
Vested (in dollars per share) 111.48 81.11
Forfeited (in dollars per share) 128.06 116.72
Non-vested balance as of end of period (in dollars per share) $ 132.01 $ 122.96
Performance shares    
Shares    
Non-vested balance as of beginning of period (in shares) 70 69
Granted (in shares) 42 39
Vested (in shares) (36) (35)
Forfeited (in shares) 0 (3)
Non-vested balance as of end of period (in shares) 76 70
Weighted Average Grant Date Fair Value    
Non-vested balance as of beginning of period (in dollars per share) $ 127.69 $ 110.72
Granted (in dollars per share) 139.66 114.22
Vested (in dollars per share) 98.84 53.17
Forfeited (in dollars per share) 0 84.09
Non-vested balance as of end of period (in dollars per share) $ 135.25 $ 127.69
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]    
Risk-free interest rate 4.20% 1.80%
Dividend yield rate 0.50% 0.50%
Expected volatility rate 32.00% 32.00%
Initial TSR 4.20% (15.70%)
Cliff vest 100.00%  
v3.23.3
STOCKHOLDERS' EQUITY - Repurchase of Common Stock (Details) - $ / shares
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Stockholders' Equity Note [Abstract]    
Number of shares authorized to be repurchased (in shares) 3,763,038  
Aggregate number of shares repurchased since inception (in shares) 3,099,999  
Number of shares acquired under stock repurchase plan and subsequently reissued (in shares) 29,451 251,022
Treasury stock acquired, average cost (in dollars per share) $ 136.69 $ 140.41
v3.23.3
INVENTORIES (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Inventory Disclosure [Abstract]    
Raw materials $ 35,592 $ 44,477
Work in progress 10,904 3,143
Finished goods 69,850 72,048
Total inventories $ 116,346 $ 119,668
v3.23.3
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Property, Plant and Equipment [Abstract]          
Gross property, plant and equipment $ 474,525,000   $ 474,525,000   $ 460,838,000
Less: accumulated depreciation 205,691,000   205,691,000   189,483,000
Property, plant and equipment, net 268,834,000   268,834,000   271,355,000
Impairment charges 1,618,000 $ 0 7,764,000 $ 0  
Land          
Property, Plant and Equipment [Abstract]          
Gross property, plant and equipment 11,535,000   11,535,000   11,415,000
Building          
Property, Plant and Equipment [Abstract]          
Gross property, plant and equipment 103,125,000   103,125,000   90,644,000
Equipment          
Property, Plant and Equipment [Abstract]          
Gross property, plant and equipment 306,222,000   306,222,000   278,851,000
Construction in progress          
Property, Plant and Equipment [Abstract]          
Gross property, plant and equipment $ 53,643,000   $ 53,643,000   $ 79,928,000
v3.23.3
INTANGIBLE ASSETS - Narrative (Details) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]          
Goodwill $ 766,545,000   $ 766,545,000   $ 769,509,000
Amortization of identifiable intangible assets 6,947,000 $ 7,922,000 21,132,000 $ 19,683,000  
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]          
Remainder of 2023 6,931,000   6,931,000    
2024 18,967,000   18,967,000    
2025 15,513,000   15,513,000    
2026 15,342,000   15,342,000    
2027 14,852,000   14,852,000    
2028 14,454,000   14,454,000    
Identifiable intangible assets with indefinite useful lives $ 0   $ 0   $ 0
v3.23.3
INTANGIBLE ASSETS - Schedule of Identifiable Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Identifiable intangible assets [Abstract]    
Gross Carrying Amount $ 472,083 $ 472,703
Accumulated Amortization 279,915 259,408
Customer relationships & lists    
Identifiable intangible assets [Abstract]    
Gross Carrying Amount 356,329 357,131
Accumulated Amortization $ 204,001 190,576
Customer relationships & lists | Minimum    
Identifiable intangible assets [Abstract]    
Amortization Period (in years) 10 years  
Customer relationships & lists | Maximum    
Identifiable intangible assets [Abstract]    
Amortization Period (in years) 20 years  
Trademarks & trade names    
Identifiable intangible assets [Abstract]    
Gross Carrying Amount $ 50,034 50,058
Accumulated Amortization $ 36,453 33,416
Trademarks & trade names | Minimum    
Identifiable intangible assets [Abstract]    
Amortization Period (in years) 2 years  
Trademarks & trade names | Maximum    
Identifiable intangible assets [Abstract]    
Amortization Period (in years) 17 years  
Developed technology    
Identifiable intangible assets [Abstract]    
Gross Carrying Amount $ 40,395 40,473
Accumulated Amortization $ 16,883 16,171
Developed technology | Minimum    
Identifiable intangible assets [Abstract]    
Amortization Period (in years) 5 years  
Developed technology | Maximum    
Identifiable intangible assets [Abstract]    
Amortization Period (in years) 12 years  
Other    
Identifiable intangible assets [Abstract]    
Gross Carrying Amount $ 25,325 25,041
Accumulated Amortization $ 22,578 $ 19,245
Other | Minimum    
Identifiable intangible assets [Abstract]    
Amortization Period (in years) 2 years  
Other | Maximum    
Identifiable intangible assets [Abstract]    
Amortization Period (in years) 18 years  
v3.23.3
EQUITY METHOD INVESTMENT (Details)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
vote
Sep. 30, 2022
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2013
Equity Method Investment, Summarized Financial Information [Abstract]            
Number of votes | vote     2      
Percentage of production offtake     66.66%      
Percentage of operating expenses to be absorbed     66.66%      
St. Gabriel CC Company, LLC            
Equity Method Investment, Summarized Financial Information [Abstract]            
Ownership percentage in joint venture           66.66%
Loss relating to joint venture's expenses $ 118 $ 140 $ 396 $ 420    
Capital contributions 69 $ 89 141 $ 222    
Carrying value of joint venture $ 4,039   $ 4,039   $ 4,295  
St. Gabriel CC Company, LLC | Eastman Chemical Company            
Equity Method Investment, Summarized Financial Information [Abstract]            
Ownership percentage in joint venture           33.34%
v3.23.3
REVOLVING LOAN (Details) - USD ($)
 3 Months Ended 9 Months Ended
Jul. 27, 2022
Sep. 30, 2023
Sep. 30, 2022
Jun. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Jun. 27, 2018
Debt Instrument [Line Items]                
Proceeds from revolving loan         $ 18,000,000 $ 435,000,000    
Repayments of outstanding balance         78,000,000 81,000,000    
Capitalized costs net of accumulated amortization   $ 1,102,000     1,102,000   $ 1,317,000  
Amortization expense pertaining to capitalized costs   71,000 $ 121,000   215,000 $ 262,000    
Revolving loan | Revolving                
Debt Instrument [Line Items]                
Maximum borrowing capacity $ 550,000,000             $ 500,000,000
Proceeds from revolving loan     $ 70,000,000 $ 345,000,000        
Repayments of outstanding balance $ 433,569,000              
Outstanding balance   $ 380,569,000     380,569,000   $ 440,569,000  
Installment payments required         $ 0      
Credit agreement                
Debt Instrument [Line Items]                
Interest rate   6.545%     6.545%      
Commitment fee percentage         0.175%      
Unused portion of revolving loan   $ 169,431,000     $ 169,431,000      
Credit agreement | Minimum                
Debt Instrument [Line Items]                
Commitment fee percentage         0.15%      
Credit agreement | Maximum                
Debt Instrument [Line Items]                
Commitment fee percentage         0.225%      
v3.23.3
NET EARNINGS PER SHARE (Details) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Earnings Per Share [Abstract]                
Net Earnings - Basic and Diluted $ 29,075 $ 30,110 $ 22,710 $ 25,249 $ 29,782 $ 28,930 $ 81,895 $ 83,961
Weighted Average Common Shares - Basic (in shares) 32,116,000     32,010,000     32,102,000 32,017,000
Effect of Dilutive Securities - Stock Options, Restricted Stock, and Performance Shares (in shares) 360,000     357,000     338,000 375,000
Weighted Average Common Shares - Diluted (in shares) 32,476,000     32,367,000     32,440,000 32,392,000
Net Earnings Per Share - Basic (in dollars per share) $ 0.91     $ 0.79     $ 2.55 $ 2.62
Net Earnings Per Share - Diluted (in dollars per share) $ 0.90     $ 0.78     $ 2.52 $ 2.59
Anti-dilutive shares (in shares) 332,339     362,203     355,419 369,183
v3.23.3
INCOME TAXES (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Income Tax Disclosure [Abstract]          
Effective tax rate 20.30% 18.80% 21.30% 22.20%  
Unrecognized tax benefits $ 4,572   $ 4,572   $ 5,815
Accrued interest and penalties related to unrecognized tax benefits $ 1,622   $ 1,622   $ 1,735
v3.23.3
SEGMENT INFORMATION - Narrative (Details)
 9 Months Ended
Sep. 30, 2023
segment
Segment Reporting [Abstract]  
Reportable segments 3
v3.23.3
SEGMENT INFORMATION - Business Segment Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Segment information [Abstract]    
Assets $ 1,603,484 $ 1,624,512
Operating Segments | Human Nutrition and Health    
Segment information [Abstract]    
Assets 1,177,021 1,170,238
Operating Segments | Animal Nutrition and Health    
Segment information [Abstract]    
Assets 163,272 175,972
Operating Segments | Specialty Products    
Segment information [Abstract]    
Assets 164,924 177,187
Other and Unallocated    
Segment information [Abstract]    
Assets $ 98,267 $ 101,115
v3.23.3
SEGMENT INFORMATION - Business Segment Net Sales (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment information [Abstract]        
Net sales $ 229,948 $ 244,267 $ 693,740 $ 709,827
Operating Segments | Human Nutrition and Health        
Segment information [Abstract]        
Net sales 144,455 142,655 412,777 396,728
Operating Segments | Animal Nutrition and Health        
Segment information [Abstract]        
Net sales 53,944 65,604 180,162 197,546
Operating Segments | Specialty Products        
Segment information [Abstract]        
Net sales 30,004 29,641 94,961 99,622
Other and Unallocated        
Segment information [Abstract]        
Net sales $ 1,545 $ 6,367 $ 5,840 $ 15,931
v3.23.3
SEGMENT INFORMATION - Business Segment Earnings Before Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment Reporting Information [Line Items]        
Earnings before income tax expense $ 36,475 $ 31,085 $ 103,994 $ 107,973
Interest and other expense (7,139) (2,540) (16,864) (3,908)
Operating Segments | Human Nutrition and Health        
Segment Reporting Information [Line Items]        
Earnings before income tax expense 31,275 20,584 77,209 64,592
Operating Segments | Animal Nutrition and Health        
Segment Reporting Information [Line Items]        
Earnings before income tax expense 5,070 8,036 22,230 26,943
Operating Segments | Specialty Products        
Segment Reporting Information [Line Items]        
Earnings before income tax expense 8,740 7,105 25,984 24,785
Other and Unallocated        
Segment Reporting Information [Line Items]        
Earnings before income tax expense (1,471) (2,100) (4,565) (4,439)
Interest and other expense        
Segment Reporting Information [Line Items]        
Interest and other expense $ (7,139) $ (2,540) $ (16,864) $ (3,908)
v3.23.3
SEGMENT INFORMATION - Depreciation and Amortization (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment information [Abstract]        
Depreciation and amortization $ 13,804 $ 14,097 $ 40,878 $ 37,958
Operating Segments | Human Nutrition and Health        
Segment information [Abstract]        
Depreciation and amortization 9,640 9,569 28,567 24,316
Operating Segments | Animal Nutrition and Health        
Segment information [Abstract]        
Depreciation and amortization 2,117 1,681 5,885 5,010
Operating Segments | Specialty Products        
Segment information [Abstract]        
Depreciation and amortization 1,831 1,839 5,440 5,670
Other and Unallocated        
Segment information [Abstract]        
Depreciation and amortization $ 216 $ 1,008 $ 986 $ 2,962
v3.23.3
SEGMENT INFORMATION - Capital Expenditures (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Segment information [Abstract]        
Capital expenditures     $ 25,833 $ 34,950
Amortization of identifiable intangible assets $ 6,947 $ 7,922 21,132 19,683
Other and Unallocated        
Segment information [Abstract]        
Capital expenditures     178 550
Transaction and integration related costs 384 1,640 1,600 2,816
Amortization of identifiable intangible assets $ 0 $ 734 312 2,213
Human Nutrition and Health | Operating Segments        
Segment information [Abstract]        
Capital expenditures     18,745 22,513
Animal Nutrition and Health | Operating Segments        
Segment information [Abstract]        
Capital expenditures     4,247 8,748
Specialty Products | Operating Segments        
Segment information [Abstract]        
Capital expenditures     $ 2,663 $ 3,139
v3.23.3
REVENUE (Details)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
revenue_substream
Sep. 30, 2022
USD ($)
Disaggregation of Revenue [Line Items]        
Net sales $ 229,948 $ 244,267 $ 693,740 $ 709,827
United States        
Disaggregation of Revenue [Line Items]        
Net sales 176,765 174,564 515,099 518,131
Foreign Countries        
Disaggregation of Revenue [Line Items]        
Net sales 53,183 69,703 178,641 191,696
Product Sales Revenue        
Disaggregation of Revenue [Line Items]        
Net sales 229,274 243,416 $ 691,507 707,435
Number of sub-streams of revenue | revenue_substream     3  
Product Sales        
Disaggregation of Revenue [Line Items]        
Net sales 218,033 233,823 $ 660,773 677,136
Co-manufacturing        
Disaggregation of Revenue [Line Items]        
Net sales 6,917 8,109 21,437 26,235
Consignment        
Disaggregation of Revenue [Line Items]        
Net sales 4,324 1,484 9,297 4,064
Royalty Revenue        
Disaggregation of Revenue [Line Items]        
Net sales $ 674 $ 851 $ 2,233 $ 2,392
v3.23.3
SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Supplemental Cash Flow Information [Abstract]    
Income taxes $ 30,899 $ 29,846
Interest $ 20,085 $ 6,169
v3.23.3
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Changes in Accumulated Other Comprehensive (Loss) Income (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Other comprehensive loss $ (14,423) $ (1,668) $ 9,013 $ (34,445) $ (6,135) $ (1,296) $ (7,078) $ (41,876)
Cross-Currency Swap                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Gain (loss) on net foreign currency translation adjustment 0     5,065     (1,455) 10,151
Net foreign currency translation adjustment tax benefit (expense) 0     (1,635)     1,114 (3,277)
Net foreign currency translation adjustment                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Other comprehensive loss (14,425)     (34,874)     (6,117) (44,667)
Net change of cash flow hedge                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Other comprehensive loss 0     427     (1,065) 2,850
Total before tax 0     564     (1,406) 3,770
Tax 0     (137)     341 (920)
Amortization of prior service cost                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Total before tax 0     2     0 6
Amortization of loss                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Total before tax 2     0     6 0
Prior service credit and gain arising during the period                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Total before tax 0     0     132 (41)
Postretirement benefit plan                
Accumulated Other Comprehensive Income (Loss) [Line Items]                
Other comprehensive loss 2     2     104 (59)
Total before tax 2     2     138 (35)
Tax $ 0     $ 0     $ (34) $ (24)
v3.23.3
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Components of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Jun. 30, 2023
Mar. 31, 2023
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Sep. 30, 2023
Sep. 30, 2022
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Beginning balance $ 1,006,903 $ 973,416 $ 938,284 $ 901,370 $ 873,682 $ 877,015 $ 938,284 $ 877,015
Other comprehensive income (loss) (14,423) (1,668) 9,013 (34,445) (6,135) (1,296) (7,078) (41,876)
Ending balance 1,025,267 1,006,903 973,416 895,922 901,370 873,682 1,025,267 895,922
Total                
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Beginning balance 191 1,859 (7,154) (12,424) (6,289) (4,993) (7,154) (4,993)
Other comprehensive income (loss) (14,423) (1,668) 9,013 (34,445) (6,135) (1,296)    
Ending balance (14,232) $ 191 1,859 (46,869) $ (12,424) $ (6,289) (14,232) (46,869)
Foreign currency translation adjustment                
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Beginning balance     (8,401)       (8,401)  
Other comprehensive income (loss) (14,425)     (34,874)     (6,117) (44,667)
Ending balance (14,518)           (14,518)  
Cash flow hedge                
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Beginning balance     1,065       1,065  
Other comprehensive income (loss) 0     427     (1,065) 2,850
Ending balance 0           0  
Postretirement benefit plan                
AOCI Attributable to Parent, Net of Tax [Roll Forward]                
Beginning balance     $ 182       182  
Other comprehensive income (loss) 2     $ 2     104 $ (59)
Ending balance $ 286           $ 286  
v3.23.3
EMPLOYEE BENEFIT PLANS - Narrative (Details)
$ in Thousands
 9 Months Ended
Aug. 30, 2022
plan
Jun. 21, 2022
plan
Jan. 01, 2021
plan
Sep. 30, 2023
USD ($)
plan
Dec. 31, 2022
USD ($)
Defined Benefit Plan Disclosure [Line Items]          
Number of savings plans | plan     1    
Number of defined benefit plans | plan       2  
Deferred compensation liability       $ 9,611 $ 8,543
Noncurrent deferred compensation liability       9,594 8,527
Current deferred compensation liability       17 16
Level 1          
Defined Benefit Plan Disclosure [Line Items]          
Related rabbi trust assets       9,613 8,547
Postretirement Medical Plans          
Defined Benefit Plan Disclosure [Line Items]          
Benefit obligation       1,462 1,465
Historical cash payments for retirement medical plan claims per year (less than)       200  
Defined Benefit Pension Plans | Chemogas Defined Pension Plan          
Defined Benefit Plan Disclosure [Line Items]          
Benefit obligation       $ 379 $ 393
Kechu BidCo AS and Its Subsidiary Companies (Kappa)          
Defined Benefit Plan Disclosure [Line Items]          
Number of defined contribution plans | plan   1      
Bergstrom          
Defined Benefit Plan Disclosure [Line Items]          
Number of defined contribution plans | plan 1        
v3.23.3
EMPLOYEE BENEFIT PLANS - Schedule of Net Periodic Benefit Cost (Details) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Postretirement Medical Plans    
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]    
Service cost $ 81 $ 59
Interest cost 46 20
Amortization of prior service cost 0 6
Amortization of loss 6 0
Net periodic benefit cost 133 85
Defined Benefit Pension Plans | Chemogas Defined Pension Plan    
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]    
Service cost 46 30
Interest cost 47 12
Expected return on plan assets (30) (26)
Net periodic benefit cost $ 63 $ 16
v3.23.3
FAIR VALUE OF FINANCIAL INSTRUMENTS (Details)
$ in Thousands
 9 Months Ended
Sep. 30, 2023
USD ($)
financial_instrument
Dec. 31, 2022
USD ($)
Fair value of financial instruments [Abstract]    
Number of financial instruments held for trading purposes | financial_instrument 0  
Derivative asset   $ 5,993
Cross-Currency Swap    
Fair value of financial instruments [Abstract]    
Derivative asset   4,587
Interest Rate Swap    
Fair value of financial instruments [Abstract]    
Derivative asset   1,406
Level 1    
Fair value of financial instruments [Abstract]    
Related rabbi trust assets $ 9,613 8,547
Level 3    
Fair value of financial instruments [Abstract]    
Contingent consideration liabilities 1,500 11,400
Money market funds    
Fair value of financial instruments [Abstract]    
Cash and cash equivalents $ 24,746 $ 934
v3.23.3
RELATED PARTY TRANSACTIONS (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Dec. 31, 2022
Related Party Transaction [Line Items]          
Cost of sales $ 153,404 $ 175,837 $ 466,677 $ 498,015  
Receivables 129,009   129,009   $ 131,578
Related party payable related to non-contractual monies 49,698   49,698   57,322
St. Gabriel CC Company, LLC          
Related Party Transaction [Line Items]          
Cost of sales 5,903 9,249 22,198 23,971  
Receivables 8,369   8,369   8,820
Payables to related parties 5,972   5,972   5,224
Related party payable related to non-contractual monies 296   296   $ 296
St. Gabriel CC Company, LLC | Services provided          
Related Party Transaction [Line Items]          
Cost of sales 1,094 1,188 3,294 3,185  
St. Gabriel CC Company, LLC | Raw materials sold          
Related Party Transaction [Line Items]          
Cost of sales $ 7,274 $ 11,937 $ 27,069 $ 32,158  
v3.23.3
LEASES- Narrative (Details)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
tranche
Sep. 30, 2022
USD ($)
Lessee, Lease, Description [Line Items]        
Number of tranches | tranche     4  
Rent expense charged to operations under lease agreements | $ $ 1,326 $ 1,190 $ 3,972 $ 2,782
Years 1 and 2        
Lessee, Lease, Description [Line Items]        
Discount rate 6.50%   6.50%  
Years 1 and 2 | Minimum        
Lessee, Lease, Description [Line Items]        
Term of contract for operating leases 1 year   1 year  
Years 1 and 2 | Maximum        
Lessee, Lease, Description [Line Items]        
Term of contract for operating leases 2 years   2 years  
Years 3 and 4        
Lessee, Lease, Description [Line Items]        
Discount rate 7.09%   7.09%  
Years 3 and 4 | Minimum        
Lessee, Lease, Description [Line Items]        
Term of contract for operating leases 3 years   3 years  
Years 3 and 4 | Maximum        
Lessee, Lease, Description [Line Items]        
Term of contract for operating leases 4 years   4 years  
Years 5 and 9        
Lessee, Lease, Description [Line Items]        
Discount rate 7.43%   7.43%  
Years 5 and 9 | Minimum        
Lessee, Lease, Description [Line Items]        
Term of contract for operating leases 5 years   5 years  
Years 5 and 9 | Maximum        
Lessee, Lease, Description [Line Items]        
Term of contract for operating leases 9 years   9 years  
Years more than 10        
Lessee, Lease, Description [Line Items]        
Term of contract for operating leases 10 years   10 years  
Discount rate 8.15%   8.15%  
v3.23.3
LEASES - Right-of-Use Assets and Lease Liabilities (Details) - USD ($)
$ in Thousands
Sep. 30, 2023
Dec. 31, 2022
Right of use assets    
Operating leases $ 16,066 $ 17,094
Finance leases 2,155 2,338
Total 18,221 19,432
Operating leases liabilities - current 3,584 3,796
Finance lease liabilities - current 274 226
Total lease liabilities, current 3,858 4,022
Operating leases liabilities - non-current 13,244 13,806
Finance lease liabilities - non-current 1,995 2,213
Total lease liabilities, non-current $ 15,239 $ 16,019
v3.23.3
LEASES - Schedule of Lease Costs (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Lease Cost        
Operating lease cost $ 1,326 $ 1,190 $ 3,972 $ 2,782
Amortization of ROU asset 61 53 181 157
Interest on lease liabilities 29 30 87 91
Total finance lease 90 83 268 248
Total lease cost 1,416 1,273 4,240 3,030
Cash paid for amounts included in the measurement of lease liabilities        
Operating cash flows from operating leases 1,232 1,164 3,441 2,772
Operating cash flows from finance leases 29 30 87 91
Financing cash flows from finance leases 56 42 166 125
Cash flows from operating and finance leases 1,317 1,236 3,694 2,988
Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed $ 1,110 $ 2,275 $ 3,715 $ 7,552
Weighted-average remaining lease term - operating leases 5 years 5 months 26 days 3 years 9 months 29 days 5 years 5 months 26 days 3 years 9 months 29 days
Weighted-average remaining lease term - finance leases 9 years 3 months 14 days 10 years 7 months 24 days 9 years 3 months 14 days 10 years 7 months 24 days
Weighted-average discount rate - operating leases 4.30% 2.90% 4.30% 2.90%
Weighted-average discount rate - finance leases 5.00% 5.10% 5.00% 5.10%
v3.23.3
LEASES - Schedule of Aggregate Future Minimum Rental Payments Required under Non-Cancelable Operating Leases (Details)
$ in Thousands
Sep. 30, 2023
USD ($)
Operating And Finance Lease, Liability, To Be Paid [Abstract]  
October 1, 2023 to December 31, 2023 $ 1,301
2024 4,648
2025 3,635
2026 3,120
2027 2,651
2028 2,151
Thereafter 5,304
Total minimum lease payments $ 22,810
v3.23.3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Narrative (Details)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 30, 2023
USD ($)
Sep. 30, 2022
USD ($)
Dec. 31, 2022
derivative
Jun. 21, 2022
derivative
May 28, 2019
USD ($)
Derivative [Line Items]              
Proceeds from settlement of net investment hedge     $ 2,740 $ 0      
Interest Rate Swap | Interest expense              
Derivative [Line Items]              
Net interest income (expense) $ 0 $ 35 1,518 (842)      
Forward Contracts              
Derivative [Line Items]              
Contracts | derivative         4 4  
Net gains on forward contracts       512      
Designated as hedging instrument | Interest Rate Swap              
Derivative [Line Items]              
Notional amount of derivatives             $ 108,569
Designated as hedging instrument | Interest Rate Swap | Pay-fixed interest rate              
Derivative [Line Items]              
Fixed interest rate             2.05%
Designated as hedging instrument | Cross-Currency Swap              
Derivative [Line Items]              
Notional amount of derivatives             $ 108,569
Designated as hedging instrument | Cross-Currency Swap | Interest expense              
Derivative [Line Items]              
Net interest income (expense) $ 0 $ 569 $ 1,119 $ 1,682      
Designated as hedging instrument | Cross-Currency Swap | Pay-fixed interest rate              
Derivative [Line Items]              
Fixed interest rate             0.00%
Designated as hedging instrument | Cross-Currency Swap | Receive-fixed interest rate              
Derivative [Line Items]              
Fixed interest rate             2.05%
v3.23.3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Fair Value of Derivative Instruments (Details)
$ in Thousands
Dec. 31, 2022
USD ($)
Derivatives, Fair Value [Line Items]  
Derivative asset $ 5,993
Interest rate swap  
Derivatives, Fair Value [Line Items]  
Derivative asset 1,406
Cross-currency swap  
Derivatives, Fair Value [Line Items]  
Derivative asset $ 4,587
v3.23.3
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Gains (Losses) on Hedging Instruments (Details) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Sep. 30, 2023
Sep. 30, 2022
Sep. 30, 2023
Sep. 30, 2022
Derivative Instruments, Gain (Loss) [Line Items]        
Total $ 0 $ 5,492 $ (2,520) $ 13,001
Interest rate swap        
Derivative Instruments, Gain (Loss) [Line Items]        
Cash flow hedge (interest rate swap), net of tax 0 427 (1,065) 2,850
Cross-currency swap        
Derivative Instruments, Gain (Loss) [Line Items]        
Net investment hedge (cross-currency swap), net of tax $ 0 $ 5,065 $ (1,455) $ 10,151
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