Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 June 30, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____ to ____

Commission file number: 1-13648

_______________________________________________________________________________________________________________

Balchem Corporation

(Exact name of Registrant as specified in its charter)


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

5 Paragon Drive, Montvale, NJ 07645

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (845) 326-5600

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


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

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 July 18, 2024, the registrant had 32,443,731 shares of its Common Stock, $.06 2/3 par value, outstanding.

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BALCHEM CORPORATION

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

Page No.

PART I

FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

Condensed Consolidated Balance Sheets as of June 3 0 , 2024 and December 31, 2023

Condensed Consolidated Statements of Earnings for the Three and Six Months Ended June 30 , 2024 and 2023

Condensed Consolidated Statements of Comprehensive Income for the Three and S ix Months Ended June 30, 2024 and 2023

Condensed Consolidated Statements of Changes in Stockholders' Equity for the Three and Six Months Ended June 30 , 2024 and 2023

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 3 0 , 2024 and 2023

Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

Unregistered Sales of Equity Securities and Use of Proceeds

Part I. Financial Information

Item 1. Financial Statements

BALCHEM CORPORATION

Condensed Consolidated Balance Sheets

(Dollars in thousands, except share and per share data)


Assets	June 30, 2024 (unaudited)		December 31, 2023
Current assets:
Cash and cash equivalents	$	63,738	$	64,447
Accounts receivable, net of allowances of $1,066 and $908 at June 30, 2024 and December 31, 2023 respectively	123,400		125,284
Inventories, net	117,099		109,521
Prepaid expenses	9,963		7,798
Other current assets	5,956		7,192
Total current assets	320,156		314,242
Property, plant and equipment, net	272,539		276,039
Goodwill	770,026		778,907
Intangible assets with finite lives, net	176,102		191,212
Right of use assets - operating leases	16,469		17,763
Right of use assets - finance lease	1,976		2,101
Other non-current assets	17,698		16,947
Total assets	$	1,574,966	$	1,597,211
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable	$	54,501	$	55,503
Accrued expenses	36,993		40,855
Accrued compensation and other benefits	14,500		17,228
Dividends payable	53		25,717
Income taxes payable	3,437		4,967
Operating lease liabilities - current	3,589		3,949
Finance lease liabilities - current	249		272
Total current liabilities	113,322		148,491
Revolving loan	266,569		309,569
Deferred income taxes	49,956		52,046
Operating lease liabilities - non-current	13,666		14,601
Finance lease liabilities - non-current	1,847		1,943
Other long-term obligations	17,242		16,577
Total liabilities	462,602		543,227
Commitments and contingencies (Note 15)
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; 32,434,858 and 32,254,728 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	2,164		2,152
Additional paid-in capital	158,791		145,653
Retained earnings	958,543		897,488
Accumulated other comprehensive (loss) income	(7,134)		8,691
Total stockholders' equity	1,112,364		1,053,984
Total liabilities and stockholders' equity	$	1,574,966	$	1,597,211

See accompanying notes to condensed consolidated financial statements.

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BALCHEM CORPORATION

Condensed Consolidated Statements of Earnings

(Dollars in thousands, except per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net sales	$	234,081	$	231,252	$	473,740	$	463,792

Cost of sales	151,087		153,903		309,232		313,273

Gross margin	82,994		77,349		164,508		150,519

Operating expenses:
Selling expenses	18,014		18,684		36,241		36,867
Research and development expenses	3,854		3,795		7,954		7,245
General and administrative expenses	15,329		12,034		32,840		29,163
	37,197		34,513		77,035		73,275

Earnings from operations	45,797		42,836		87,473		77,244

Other expenses, net:
Interest expense, net	4,240		5,163		9,638		10,728
Other expense (income), net	331		(727)		(241)		(1,003)
	4,571		4,436		9,397		9,725

Earnings before income tax expense	41,226		38,400		78,076		67,519

Income tax expense	9,157		8,290		17,021		14,699

Net earnings	$	32,069	$	30,110	$	61,055	$	52,820

Net earnings per common share - basic	$	0.99	$	0.94	$	1.89	$	1.65

Net earnings per common share - diluted	$	0.98	$	0.93	$	1.87	$	1.63

See accompanying notes to condensed consolidated financial statements.

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BALCHEM CORPORATION

Condensed Consolidated Statements of Comprehensive Income

(Dollars in thousands)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023

Net earnings	$	32,069	$	30,110	$	61,055	$	52,820

Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	(3,260)		(1,116)		(15,977)		8,308
Unrealized loss on cash flow hedge	—		(554)		—		(1,065)
Change in postretirement benefit plans	(2)		2		152		102
Other comprehensive (loss) income	(3,262)		(1,668)		(15,825)		7,345

Comprehensive income	$	28,807	$	28,442	$	45,230	$	60,165

See accompanying notes to condensed consolidated financial statements.

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BALCHEM CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30, 2024 and 2023

(Dollars in thousands, except share and per share data)


	Total Stockholders' Equity		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Stock			Additional Paid-in Capital
							Shares	Amount
Balance - December 31, 2023	$	1,053,984	$	897,488	$	8,691	32,254,728	$	2,152	$	145,653
Net earnings	28,986		28,986		—		—	—		—
Other comprehensive loss	(12,563)		—		(12,563)		—	—		—
Repurchases of common stock, including excise tax	(5,254)		—		—		(36,122)	(2)		(5,252)
Shares and options issued under stock plans	13,638		—		—		204,794	13		13,625
Balance - March 31, 2024	1,078,791		926,474		(3,872)		32,423,400	2,163		154,026
Net earnings	32,069		32,069		—		—	—		—
Other comprehensive loss	(3,262)		—		(3,262)		—	—		—
Repurchases of common stock, including excise tax	(11)		—		—		(72)	—		(11)
Shares and options issued under stock plans	4,777		—		—		11,530	1		4,776
Balance - June 30, 2024	$	1,112,364	$	958,543	$	(7,134)	32,434,858	$	2,164	$	158,791

Balance - December 31, 2022	$	938,284	$	814,487	$	(7,154)	32,152,787	$	2,145	$	128,806
Net earnings	22,710		22,710		—		—	—		—
Other comprehensive income	9,013		—		9,013		—	—		—
Repurchases of common stock, including excise tax	(3,887)		—		—		(28,109)	(2)		(3,885)
Shares and options issued under stock plans	7,296		—		—		100,949	7		7,289
Balance - March 31, 2023	973,416		837,197		1,859		32,225,627	2,150		132,210
Net earnings	30,110		30,110		—		—	—		—
Other comprehensive loss	(1,668)		—		(1,668)		—	—		—
Repurchases of common stock, including excise tax	(76)		—		—		(567)	—		(76)
Shares and options issued under stock plans	5,121		—		—		14,142	1		5,120
Balance - June 30, 2023	$	1,006,903	$	867,307	$	191	32,239,202	$	2,151	$	137,254

See accompanying notes to condensed consolidated financial statements.

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BALCHEM CORPORATION

Condensed Consolidated Statements of Cash Flows

(Dollars in thousands)

(unaudited)


	Six Months Ended June 30,
	2024		2023
Cash flows from operating activities:
Net earnings	$	61,055	$	52,820

Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	26,174		27,074
Stock compensation expense	8,636		8,518
Deferred income taxes	(1,116)		(573)
Provision for doubtful accounts	295		133
Unrealized gain on foreign currency transactions and deferred compensation	(507)		(1,010)
Asset impairment and loss on disposal of assets	313		5,203
Change in fair value of contingent consideration liability	(91)		(6,400)
Changes in assets and liabilities
Accounts receivable	1,208		6,621
Inventories	(8,345)		(5,332)
Prepaid expenses and other current assets	(1,160)		(5,389)
Accounts payable and accrued expenses	(6,875)		(5,451)
Income taxes	(1,441)		(6,293)
Other	234		(92)
Net cash provided by operating activities	78,380		69,829

Cash flows from investing activities:
Capital expenditures and intangible assets acquired	(13,788)		(17,880)
Cash paid for acquisitions, net of cash acquired	—		(341)
Proceeds from sale of assets	272		1,881
Proceeds from settlement of net investment hedge	—		2,740
Investment in affiliates	(80)		(72)
Net cash used in investing activities	(13,596)		(13,672)

Cash flows from financing activities:
Proceeds from revolving loan	26,000		13,000
Principal payments on revolving loan	(69,000)		(48,000)
Principal payments on finance lease	(111)		(110)
Proceeds from stock options exercised	9,682		3,826
Dividends paid	(25,568)		(22,869)
Repurchases of common stock	(5,213)		(3,924)
Net cash used in financing activities	(64,210)		(58,077)

Effect of exchange rate changes on cash	(1,283)		2,216

(Decrease) increase in cash and cash equivalents	(709)		296

Cash and cash equivalents beginning of period	64,447		66,560
Cash and cash equivalents end of period	$	63,738	$	66,856

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, 2023 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, 2023. The condensed consolidated financial statements reflect the operations of Balchem Corporation and its subsidiaries (the "Company" or "Balchem"). All intercompany balances and transactions have been eliminated in consolidation.

In the opinion of management, the unaudited condensed consolidated financial statements furnished in this Form 10-Q include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) governing interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934 (the "Exchange Act") and therefore do not include some information and notes necessary to conform to annual reporting requirements. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results expected for the full year or any interim period.

Recent Accounting Pronouncements

Recently Issued Accounting Standards

In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid. The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment in this update should be applied on a prospective basis, with retrospective application permitted. The Company is in the process of evaluating the impact that the adoption of ASU 2023-09 will have to the financial statements and related disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures." The ASU expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning December 15, 2024. Early adoption is permitted and the amendments must be applied retrospectively to all prior periods presented. The adoption of this guidance will not affect the Company's consolidated results of operations, financial position or cash flows. The Company is currently evaluating the effect the guidance will have on its disclosures.

Recently Adopted Accounting Standards

In August 2023, the FASB issued 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.

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NOTE 2 - STOCKHOLDERS' EQUITY

Stock-Based Compensation

The Company’s results for the three and six months ended June 30, 2024 and 2023 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:


	Increase/(Decrease) for the				Increase/(Decrease) for the
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of sales	$	425	$	545	$	825	$	959
Operating expenses	3,461		3,203		7,811		7,559
Net earnings	(2,974)		(2,881)		(6,627)		(6,563)

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 June 30, 2024, the plan had 841,101 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 six months ended June 30, 2024 and 2023 is summarized below:


For the Six Months Ended June 30, 2024	Shares (000s)	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding as of December 31, 2023	1,078	$	104.38	$	47,889
Granted	113	143.43
Exercised	(137)	70.75
Forfeited	(2)	137.06
Canceled	—	—
Outstanding as of June 30, 2024	1,052	$	112.90	$	43,199	6.0

Exercisable as of June 30, 2024	687	$	98.31	$	38,241	4.7


For the Six Months Ended June 30, 2023	Shares (000s)	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding as of December 31, 2022	1,045	$	99.82	$	27,221
Granted	109	138.09
Exercised	(46)	83.43
Forfeited	(11)	131.79
Canceled	(1)	138.07
Outstanding as of June 30, 2023	1,096	$	103.96	$	35,430	6.2

Exercisable as of June 30, 2023	728	$	87.95	$	34,170	4.8

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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 six months ended June 30, 2024, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions: dividend yields of 0.6%; expected volatilities of 28%; risk-free interest rates of 4.1%; and expected lives of 5.0 years. For the six months ended June 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.

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 six months ended June 30, 2024 and 2023 is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Weighted-average fair value of options granted	$	—	$	—	$	44.52	$	40.91
Total intrinsic value of stock options exercised ($000s)	$	944	$	597	$	11,321	$	2,181

Non-vested restricted stock activity for the six months ended June 30, 2024 and 2023 is summarized below:


	Six Months Ended June 30,
	2024			2023
	Shares (000s)	Weighted Average Grant Date Fair Value		Shares (000s)	Weighted Average Grant Date Fair Value
Non-vested balance as of December 31	116	$	133.06	122	$	124.42
Granted	37	143.78		39	137.48
Vested	(32)	119.11		(32)	110.95
Forfeited	(2)	132.81		(4)	128.06
Non-vested balance as of June 30	119	$	140.14	125	$	131.76

Non-vested performance share activity for the six months ended June 30, 2024 and 2023 is summarized below:


	Six Months Ended June 30,
	2024			2023
	Shares (000s)	Weighted Average Grant Date Fair Value		Shares (000s)	Weighted Average Grant Date Fair Value
Non-vested balance as of December 31	76	$	135.25	70	$	127.69
Granted	47	152.28		42	139.66
Vested	(44)	106.57		(36)	98.84
Forfeited	—	—		—	—
Non-vested balance as of June 30	79	$	150.73	76	$	135.25

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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 of the grant at the date of grant. A Monte-Carlo simulation has been used to estimate the fair value. The assumptions used in the fair value determination were risk free interest rates of 4.2% and 4.2%; dividend yields of 0.0% and 0.5%; volatilities of 25% and 32%; and initial TSR’s of 10.3% and 4.2%, in each case for the six months ended June 30, 2024 and 2023, respectively. Expense is estimated based on the number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved. The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The PS will cliff vest 100% at the end of the third year following the grant in accordance with the performance metrics set forth. Grants may be subject to a mandatory holding period of one year from the vesting date. For PS grants made for the 2024-2026 performance period, grants are subject to such holding period.

As of June 30, 2024 and 2023, there were $26,557 and $26,244, respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans. As of June 30, 2024, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.9 years. The Company estimates that share-based compensation expense for the year ended December 31, 2024 will be approximately $16,700.

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 3,139,300 shares have been repurchased. 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 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 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 six months ended June 30, 2024 and 2023, the Company purchased 36,194 and 28,676 shares, respectively, 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 $144.04 and $136.85, respectively.

NOTE 3 – INVENTORIES

Inventories, net of reserves at June 30, 2024 and December 31, 2023 consisted of the following:


	June 30, 2024		December 31, 2023
Raw materials	$	36,069	$	39,517
Work in progress	6,175		3,960
Finished goods	74,855		66,044
Total inventories	$	117,099	$	109,521

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NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at June 30, 2024 and December 31, 2023 are summarized as follows:


	June 30, 2024		December 31, 2023
Land	$	11,612	$	11,787
Building	103,940		104,363
Equipment	311,096		312,704
Construction in progress	65,639		59,981
	492,287		488,835
Less: accumulated depreciation	219,748		212,796
Property, plant and equipment, net	$	272,539	$	276,039

In accordance with Topic 360, the Company reviews long-lived assets for impairment 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 $6,146 of restructuring-related impairment and asset disposal charges for the three and six months ended June 30, 2023. There were no such charges related to restructuring for the three and six months ended June 30, 2024.

NOTE 5 - INTANGIBLE ASSETS

The Company had goodwill in the amount of $770,026 and $778,907 as of June 30, 2024 and December 31, 2023, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The decrease in goodwill is due to changes in foreign currency translation.

Identifiable intangible assets with finite lives at June 30, 2024 and December 31, 2023 are summarized as follows:


	Amortization Period (in years)	Gross Carrying Amount at June 30, 2024		Accumulated Amortization at June 30, 2024		Gross Carrying Amount at December 31, 2023		Accumulated Amortization at December 31, 2023
Customer relationships & lists	10-20	$	358,082	$	216,998	$	362,032	$	209,651
Trademarks & trade names	2-17	50,112		39,754		50,286		37,773
Developed technology	5-12	40,638		18,308		41,184		17,516
Other	2-18	26,004		23,674		25,733		23,083
		$	474,836	$	298,734	$	479,235	$	288,023

Amortization of identifiable intangible assets was approximately $5,243 and $11,585 for the three and six months ended June 30, 2024, respectively, and $6,892 and $14,185 for the three and six months ended June 30, 2023, respectively. Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $7,530 for the remainder of 2024, $15,645 for 2025, $15,434 for 2026, $14,907 for 2027, $14,509 for 2028 and $14,086 for 2029. At June 30, 2024 and December 31, 2023, 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” on the Company’s condensed consolidated balance sheets. There were no changes to the useful lives of intangible assets subject to amortization during the six months ended June 30, 2024 and 2023.

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NOTE 6 - EQUITY METHOD INVESTMENT

In 2013, the Company and Eastman Chemical Company 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 $122 and $243 for the three and six months ended June 30, 2024, respectively, and $139 and $278 for the three and six months ended June 30, 2023, respectively, relating to its portion of the joint venture's expenses in other expense. The Company made capital contributions to the investment totaling $38 and $80 for the three and six months ended June 30, 2024, respectively, and $16 and $72 for the three and six months ended June 30, 2023, respectively. The carrying value of the joint venture at June 30, 2024 and December 31, 2023 was $3,912 and $4,076, respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

NOTE 7 – REVOLVING LOAN

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. As of June 30, 2024 and December 31, 2023, the total balance outstanding on the 2022 Credit Agreement amounted to $266,569 and $309,569, respectively. 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 6.569% at June 30, 2024. 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 June 30, 2024). The unused portion of the revolving loan amounted to $283,431 at June 30, 2024. 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 $886 and $1,030 at June 30, 2024 and December 31, 2023, respectively, and are included in "Other non-current assets" on the condensed consolidated balance sheets. Amortization expense pertaining to these costs totaled $73 and $144 for both the three and six months ended June 30, 2024 and 2023 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 June 30, 2024, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements is secured by assets of the Company.

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NOTE 8– 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Earnings - Basic and Diluted	$	32,069	$	30,110	$	61,055	$	52,820

Shares (000s)
Weighted Average Common Shares - Basic	32,310		32,110		32,280		32,094
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares	339		324		358		330
Weighted Average Common Shares - Diluted	32,649		32,434		32,638		32,424

Net Earnings Per Share - Basic	$	0.99	$	0.94	$	1.89	$	1.65
Net Earnings Per Share - Diluted	$	0.98	$	0.93	$	1.87	$	1.63

The number of anti-dilutive shares were 339,366 and 357,534 for the three and six months ended June 30, 2024, respectively, and 352,759 and 391,269 for the three and six months ended June 30, 2023, respectively. Anti-dilutive shares could potentially dilute basic earnings per share in future periods and therefore, were not included in diluted earnings per share.

NOTE 9 – INCOME TAXES

The Company’s effective tax rate for the three months ended June 30, 2024 and 2023, was 22.2% and 21.6%, respectively. The higher effective tax rate for the quarter was primarily due to lower tax benefits from stock-based compensation and certain higher state taxes, partially offset by certain lower foreign taxes. The effective tax rate was 21.8% for each of the six months ended June 30, 2024 and 2023. Certain lower foreign taxes for the six months ended June 30, 2024 were offset by certain higher state taxes.

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 June 30, 2024, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2019. The Company had approximately $4,766 and $4,650 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of June 30, 2024 and December 31, 2023, respectively. The Company includes interest expense or income as well as potential penalties on uncertain 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 June 30, 2024 and December 31, 2023 were approximately $1,530 and $1,413, respectively, and are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets.

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The European Union ("EU") member states formally adopted the EU's Pillar Two Directive on December 15, 2022, which was established by the Organization for Economic Co-operation and Development. Pillar Two generally provides for a 15 percent minimum effective tax rate for the jurisdictions where multinational enterprises operate. While the Company does not anticipate that this will have a material impact on its tax provision or effective tax rate, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.

NOTE 10 – 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 Assets	June 30, 2024		December 31, 2023
Human Nutrition and Health	$	1,171,962	$	1,180,527
Animal Nutrition and Health	155,919		166,994
Specialty Products	166,306		168,307
Other and Unallocated (1)	80,779		81,383
Total	$	1,574,966	$	1,597,211


Business Segment Net Sales	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	147,928	$	135,669	$	300,672	$	268,322
Animal Nutrition and Health	49,557		61,329		103,478		126,218
Specialty Products	35,094		32,726		66,707		64,957
Other and Unallocated (2)	1,502		1,528		2,883		4,295
Total	$	234,081	$	231,252	$	473,740	$	463,792


Business Segment Earnings Before Income Taxes	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	33,367	$	27,499	$	66,624	$	45,934
Animal Nutrition and Health	2,693		7,662		4,753		17,160
Specialty Products	11,228		9,298		19,427		17,244
Other and Unallocated (2)	(1,491)		(1,623)		(3,331)		(3,094)
Interest and other expenses	(4,571)		(4,436)		(9,397)		(9,725)
Total	$	41,226	$	38,400	$	78,076	$	67,519


Depreciation/Amortization	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	8,386	$	9,265	$	17,926	$	18,927
Animal Nutrition and Health	2,096		2,123		4,198		3,768
Specialty Products	1,765		1,811		3,544		3,609
Other and Unallocated (2)	259		229		506		770
Total	$	12,506	$	13,428	$	26,174	$	27,074

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Capital Expenditures	Six Months Ended June 30,
	2024		2023
Human Nutrition and Health	$	7,697	$	13,785
Animal Nutrition and Health	4,332		2,130
Specialty Products	1,245		1,447
Other and Unallocated (2)	173		151
Total	$	13,447	$	17,513


(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 of $132 and $572 for the three and six months ended June 30, 2024, respectively, and $651 and $1,216 for the three and six months ended June 30, 2023, respectively, and (ii) Unallocated amortization expense of $0 and $0 for the three and six months ended June 30, 2024, respectively, and $0 and $312 for the three and six months ended June 30, 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.

NOTE 11 – 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Product Sales Revenue	$	233,726	$	230,473	$	472,852	$	462,233
Royalty Revenue	355		779		888		1,559
Total Revenue	$	234,081	$	231,252	$	473,740	$	463,792

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
United States	$	177,692	$	171,450	$	359,778	$	338,334
Foreign Countries	56,389		59,802		113,962		125,458
Total Revenue	$	234,081	$	231,252	$	473,740	$	463,792

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.

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 Human Nutrition and Health segment.

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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.

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the six months ended June 30, 2024 and 2023 for income taxes and interest is as follows:


	Six Months Ended June 30,
	2024		2023
Income taxes	$	19,140	$	20,471
Interest	$	10,155	$	13,454

NOTE 13 – ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The changes in accumulated other comprehensive (loss) income were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net foreign currency translation adjustment	$	(3,260)	$	(1,116)	$	(15,977)	$	8,308

Net change of cash flow hedge (see Note 19 for further information)
Unrealized loss on cash flow hedge	—		(730)		—		(1,406)
Tax	—		176		—		341
Net of tax	—		(554)		—		(1,065)

Net change in postretirement benefit plan (see Note 14 for further information)
Amortization of (gain) loss	(2)		2		(5)		4
Prior service loss arising during the period	—		—		206		132
Total before tax	(2)		2		201		136
Tax	—		—		(49)		(34)
Net of tax	(2)		2		152		102

Total other comprehensive (loss) income	$	(3,262)	$	(1,668)	$	(15,825)	$	7,345

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Included in "Net foreign currency translation adjustment" were losses of $434 and $1,455 related to a net investment hedge, which were net of tax benefits of $782 and $1,114 for the three and six months ended June 30, 2023, respectively. The Company settled its derivative instruments on their maturity date of June 27, 2023. See Note 19, Derivative Instruments and Hedging Activities.

Accumulated other comprehensive (loss) income at June 30, 2024 and December 31, 2023 consisted of the following:


	Foreign currency translation adjustment		Cash flow hedge		Postretirement benefit plan		Total
Balance December 31, 2023	$	8,408	$	—	$	283	$	8,691
Other comprehensive (loss) income	(15,977)		—		152		(15,825)
Balance June 30, 2024	$	(7,569)	$	—	$	435	$	(7,134)

NOTE 14 – EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

The Company sponsors one 401(k) savings plan for eligible employees, which allows participants to make pretax or after tax contributions and the Company matches certain percentages of those contributions. The 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.

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:


	Six Months Ended June 30,
	2024		2023
Service cost	$	56	$	54
Interest cost	28		31
Amortization of (gain) loss	(5)		4
Net periodic benefit cost	$	79	$	89

The amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 are $1,336 and $1,395, respectively, and are included in "Other long-term obligations" on the Company's condensed consolidated balance sheets. 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 Holding NV, a privately held specialty gases company headquartered in Grimbergen, Belgium ("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 June 30, 2024 and December 31, 2023 were $393 and $420, respectively, and were included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

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Net periodic benefit costs for such benefit pension plans were as follows:


	Six Months Ended June 30,
	2024		2023
Service cost with interest to end of year	$	37	$	32
Interest cost	28		32
Expected return on plan assets	(21)		(21)
Total net periodic benefit cost	$	44	$	43

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 $10,965 as of June 30, 2024, of which $10,946 was included in "Other long-term obligations" and $19 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets. The deferred compensation liability was $10,188 as of December 31, 2023 and was included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets. The related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $10,962 and $10,188 as of June 30, 2024 and December 31, 2023, respectively, and were included in "Other non-current assets" on the Company's condensed consolidated balance sheets.

NOTE 15 – 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 June 30, 2024 are disclosed in Note 18, 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 June 2023, in response to a Special Notice Letter received from the EPA in 2022, BCP Ingredients, Inc. ("BCP"), the Company's subsidiary that operates the site, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for a focused remedial investigation/feasibility study ("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 are expected to continue for some period of time.

Separately, in June 2022, the EPA conducted an inspection of BCP’s Verona, Missouri facility (“2022 EPA Inspection”) 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 timely completed all requirements under the Amended AOC. In November 2023, BCP received a notice from the Environment and Natural Resources Division of the U.S Department of Justice (“DOJ”) primarily related to the 2022 EPA Inspection, which extended the opportunity to discuss alleged violations of Sections 112(r)(7) of the Clean Air Act and regulations in 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”). BCP has engaged in, and intends to continue to participate in, such discussions in 2024. In connection with the 2022 EPA Inspection, 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.

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NOTE 16 – 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 June 30, 2024 and December 31, 2023 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 June 30, 2024 and December 31, 2023 includes $5,472 and $959 in money market funds and other interest-bearing deposit accounts, respectively.

Non-current assets at June 30, 2024 and December 31, 2023 included $10,962 and $10,188, 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 were $9 and $100 as of June 30, 2024 and December 31, 2023, respectively, and were valued using level three inputs, as defined by ASC 820, "Fair Value Measurement".

NOTE 17 – 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 $1,120 and $2,212 for the three and six months ended June 30, 2024, respectively, and $1,028 and $2,200 for the three and six months ended June 30, 2023, respectively. The raw materials purchased and subsequently sold amounted to $7,301 and $13,633 for the three and six months ended June 30, 2024, respectively, and $9,782 and $19,795 for the three and six months ended June 30, 2023, 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 $5,713 and $10,684 during the three and six months ended June 30, 2024, respectively, and $8,223 and $16,295 for the three and six months ended June 30, 2023, respectively. At June 30, 2024 and December 31, 2023, the Company had receivables of $2,959 and $8,314, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold. At June 30, 2024 and December 31, 2023, the Company had payables of $2,096 and $6,050, respectively, recorded in accounts payable for finished goods received from St. Gabriel CC Company, LLC. The Company had payables in the amount of $296 and $329, respectively, related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accounts payable as of June 30, 2024 and December 31, 2023.

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NOTE 18 – 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 second quarter of 2024: (1) 1-2 years, 6.73% (2) 3-4 years, 7.32% (3) 5-9 years, 7.66% and (4) 10+ years, 8.38%.

Right of use assets and lease liabilities at June 30, 2024 and December 31, 2023 are summarized as follows:


Right of use assets	June 30, 2024		December 31, 2023
Operating leases	$	16,469	$	17,763
Finance leases	1,976		2,101
Total	$	18,445	$	19,864


Lease liabilities - current	June 30, 2024		December 31, 2023
Operating leases	$	3,589	$	3,949
Finance leases	249		272
Total	$	3,838	$	4,221


Lease liabilities - non-current	June 30, 2024		December 31, 2023
Operating leases	$	13,666	$	14,601
Finance leases	1,847		1,943
Total	$	15,513	$	16,544

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For the three and six months ended June 30, 2024 and 2023, 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 June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Lease Cost
Operating lease cost	$	1,351		$	1,376		$	2,692		$	2,646

Finance lease cost
Amortization of ROU asset	60			60			120			120
Interest on lease liabilities	27			29			54			58
Total finance lease	87			89			174			178

Total lease cost	$	1,438		$	1,465		$	2,866		$	2,824

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,361		$	1,151		$	2,694		$	2,209
Operating cash flows from finance leases	27			29			54			58
Financing cash flows from finance leases	54			55			111			110
	$	1,442		$	1,235		$	2,859		$	2,377

Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed	$	766		$	2,148		$	1,164		$	2,605

Weighted-average remaining lease term - operating leases	9.17 years			5.41 years			9.17 years			5.41 years
Weighted-average remaining lease term - finance leases	8.65 years			9.51 years			8.65 years			9.51 years

Weighted-average discount rate - operating leases	7.5		%	4.1		%	7.5		%	4.1		%
Weighted-average discount rate - finance leases	5.0		%	5.0		%	5.0		%	5.0		%

Rent expense charged to operations under operating lease agreements for the three and six months ended June 30, 2024 aggregated to approximately $1,351 and $2,692, respectively, and $1,376 and $2,646 for the three and six months ended June 30, 2023, respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at June 30, 2024 are as follows:


Year
July 1, 2024 to December 31, 2024	$	2,875
2025	4,589
2026	3,990
2027	2,921
2028	2,298
2029	1,839
Thereafter	5,805
Total minimum lease payments	$	24,317

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NOTE 19 – 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 $834 and $1,518 for the three and six months ended June 30, 2023, respectively. There was no such income for the three and six months ended June 30, 2024 as the interest rate swap was settled on its maturity date of June 27, 2023. The net interest income was 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 $569 and $1,119 for the three and six months ended June 30, 2023, respectively. There was no such income for the three and six months ended June 30, 2024 as the cross-currency swap was settled on its maturity date of June 27, 2023. 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 June 30, 2024. 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 in the second quarter of 2023.

Losses on our hedging instruments were recognized in accumulated other comprehensive income (loss) and categorized as follows for the three and six months ended June 30, 2023. There were no such losses for the three and six months ended June 30, 2024:


	Location within Statements of Comprehensive Income	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023

Cash flow hedge (interest rate swap), net of tax	Unrealized (loss) on cash flow hedge, net	$	(554)	$	(1,065)
Net investment hedge (cross-currency swap), net of tax	Net foreign currency translation adjustment	(434)		(1,455)
Total		$	(988)	$	(2,520)

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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, 2023 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, performance gases, 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 Environmental, Social, and Governance topics relevant to our business and stakeholders. We are very proud of our significant progress relating to the Company's corporate social responsibilities 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 June 30, 2024, we employed approximately 1,290 full time employees worldwide. We are seeing some modest improvement in most relevant labor markets and we believe that we have been successful in attracting skilled and experienced 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 to further optimize productivity and performance.

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 six months ended June 30, 2024 and 2023:


Business Segment Net Sales	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition & Health	$	147,928	$	135,669	$	300,672	$	268,322
Animal Nutrition & Health	49,557		61,329		103,478		126,218
Specialty Products	35,094		32,726		66,707		64,957
Other and Unallocated (1)	1,502		1,528		2,883		4,295
Total	$	234,081	$	231,252	$	473,740	$	463,792


Business Segment Earnings From Operations	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition & Health	$	33,367	$	27,499	$	66,624	$	45,934
Animal Nutrition & Health	2,693		7,662		4,753		17,160
Specialty Products	11,228		9,298		19,427		17,244
Other and Unallocated (1)	(1,491)		(1,623)		(3,331)		(3,094)
Total	$	45,797	$	42,836	$	87,473	$	77,244


(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 of $132 and $572 for the three and six months ended June 30, 2024, respectively, and $651 and $1,216 for the three and six months ended June 30, 2023, respectively, and (ii) Unallocated amortization expense of $0 and $0 for the three and six months ended June 30, 2024, respectively, and $0 and $312 for the three and six months ended June 30, 2023, 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 June 30, 2024 and 2023

Net Earnings


	Three Months Ended June 30,				Increase (Decrease)
(in thousands)	2024		2023				% Change
Net sales	$	234,081	$	231,252	$	2,829	1.2	%
Gross margin	82,994		77,349		5,645		7.3	%
Operating expenses	37,197		34,513		2,684		7.8	%
Earnings from operations	45,797		42,836		2,961		6.9	%
Interest and other expenses	4,571		4,436		135		3.0	%
Income tax expense	9,157		8,290		867		10.5	%
Net earnings	$	32,069	$	30,110	$	1,959	6.5	%

Net Sales


	Three Months Ended June 30,				Increase (Decrease)
(in thousands)	2024		2023				% Change
Human Nutrition & Health	$	147,928	$	135,669	$	12,259	9.0	%
Animal Nutrition & Health	49,557		61,329		(11,772)		(19.2)	%
Specialty Products	35,094		32,726		2,368		7.2	%
Other	1,502		1,528		(26)		(1.7)	%
Total	$	234,081	$	231,252	$	2,829	1.2	%

•The increase in net sales within the Human Nutrition & Health segment for the second quarter of 2024 as compared to the second quarter of 2023 was primarily driven by higher sales within the minerals and nutrients business. Total sales for this segment grew 9.0%, with volume and mix contributing 7.6%, average selling prices contributing 1.5%, and the change in foreign currency exchange rates contributing -0.1%.

•The decrease in net sales within the Animal Nutrition & Health segment for the second quarter of 2024 compared to the second quarter of 2023 was driven by lower sales in both the monogastric and ruminant species markets. Total sales for this segment decreased by 19.2%, with volume and mix contributing -11.7%, average selling prices contributing -7.2%, and the change in foreign currency exchange rates contributing -0.3%.

•The increase in net sales within the Specialty Products segment for the second quarter of 2024 compared to the second quarter of 2023 was primarily due to higher sales in the performance gases business. Total sales for this segment increased by 7.2%, with volume and mix contributing 4.2%, average selling prices contributing 3.4%, and the change in foreign currency exchange rates contributing -0.4%.

•Sales relating to Other decreased slightly from the prior year primarily due to lower average selling prices, partially offset by higher volumes.

•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


	Three Months Ended June 30,						Increase (Decrease)
(in thousands)	2024			2023					% Change
Gross margin	$	82,994		$	77,349		$	5,645	7.3	%
% of net sales	35.5		%	33.4		%

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Gross margin dollars increased in the second quarter of 2024 compared to the second quarter of 2023 due to higher sales and a decrease in cost of goods sold of $2,816. The 1.8% decrease in cost of goods sold was mainly driven by certain lower manufacturing input costs.

Operating Expenses


	Three Months Ended June 30,						Increase (Decrease)
(in thousands)	2024			2023					% Change
Operating expenses	$	37,197		$	34,513		$	2,684	7.8	%
% of net sales	15.9		%	14.9		%

The increase in operating expenses in the second quarter of 2024 compared to the second quarter of 2023 was primarily due to the impact of favorable adjustments to transaction costs in the prior year of $8,000 and higher charges related to outside services of $1,494, partially offset by the impact of restructuring-related impairment charges and disposals of assets in the prior year of $6,146.

Earnings from Operations


	Three Months Ended June 30,						Increase (Decrease)
(in thousands)	2024			2023					% Change
Human Nutrition & Health	$	33,367		$	27,499		$	5,868	21.3	%
Animal Nutrition & Health	2,693			7,662			(4,969)		(64.9)	%
Specialty Products	11,228			9,298			1,930		20.8	%
Other and unallocated	(1,491)			(1,623)			132		8.1	%
Earnings from operations	$	45,797		$	42,836		$	2,961	6.9	%

% of net sales (operating margin)	19.6		%	18.5		%

•Human Nutrition & Health segment earnings from operations increased $5,868 primarily due to the gross margin contribution of $8,163. The increase in gross margin was primarily due to the aforementioned higher sales, a favorable mix, and certain lower manufacturing input costs. This was partially offset by an increase in operating expenses of $2,295 due to the impact of favorable adjustments to transaction costs in the prior year of $6,328, partially offset by the impact of restructuring-related impairment charges in the prior year of $4,549.

•Animal Nutrition & Health segment earnings from operations decreased $4,969 primarily due to a decrease in gross margin of $4,453. The decrease in gross margin was primarily due to the aforementioned lower sales, partially offset by certain lower manufacturing input costs.

•Specialty Products segment earnings from operations increased $1,930 primarily due to the gross margin contribution of $2,507. The increase in gross margin was primarily due to the aforementioned higher sales and certain lower manufacturing input costs.

•The increase in Other and unallocated was primarily driven by a decrease in unallocated corporate expenses, partially offset by a decrease in gross margin.

Other Expenses (Income)


	Three Months Ended June 30,				Increase (Decrease)
(in thousands)	2024		2023				% Change
Interest expense, net	$	4,240	$	5,163	$	(923)	(17.9)	%
Other expense (income), net	331		(727)		1,058		(145.5)	%
	$	4,571	$	4,436	$	135	3.0	%

Interest expense for the three months ended June 30, 2024 and 2023 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in interest expense is due to lower outstanding borrowings, partially offset by higher interest rates.

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Income Tax Expense


	Three Months Ended June 30,						Increase (Decrease)
(in thousands)	2024			2023					% Change
Income tax expense	$	9,157		$	8,290		$	867	10.5	%
Effective tax rate	22.2		%	21.6		%

The higher effective tax rate was primarily due to lower tax benefits from stock-based compensation and certain higher state taxes, partially offset by certain lower foreign taxes.

Results of Operations - Six Months Ended June 30, 2024 and 2023

Net Earnings


	Six Months Ended June 30,				Increase (Decrease)
(in thousands)	2024		2023				% Change
Net sales	$	473,740	$	463,792	$	9,948	2.1	%
Gross margin	164,508		150,519		13,989		9.3	%
Operating expenses	77,035		73,275		3,760		5.1	%
Earnings from operations	87,473		77,244		10,229		13.2	%
Interest and other expenses	9,397		9,725		(328)		(3.4)	%
Income tax expense	17,021		14,699		2,322		15.8	%
Net earnings	$	61,055	$	52,820	$	8,235	15.6	%

Net Sales


	Six Months Ended June 30,				Increase (Decrease)
(in thousands)	2024		2023				% Change
Human Nutrition & Health	$	300,672	$	268,322	$	32,350	12.1	%
Animal Nutrition & Health	103,478		126,218		(22,740)		(18.0)	%
Specialty Products	66,707		64,957		1,750		2.7	%
Other	2,883		4,295		(1,412)		(32.9)	%
Total	$	473,740	$	463,792	$	9,948	2.1	%

•The increase in net sales within the Human Nutrition & Health segment for the six months ended June 30, 2024 as compared to 2023 was primarily driven by higher sales within the minerals and nutrients business. Total sales for this segment grew 12.1%, with volume and mix contributing 10.6% and average selling prices contributing 1.5%.

•The decrease in net sales within the Animal Nutrition & Health segment for the six months ended June 30, 2024 as compared to 2023 was driven by lower sales in both the monogastric and ruminant species markets. Total sales for this segment decreased by 18.0%, with volume and mix contributing -9.7%, average selling prices contributing -8.2%, and the change in foreign currency exchange rates contributing -0.1%.

•The increase in net sales within the Specialty Products segment for the six months ended June 30, 2024 as compared to 2023 was due to higher sales in the performance gases market, partially offset by lower sales in the plant nutrition business. Total sales for this segment increased by 2.7%, with average selling prices contributing 3.6%, the change in foreign currency exchange rates contributing -0.1%, and volume and mix contributing -0.8%.

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

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Gross Margin


	Six Months Ended June 30,						Increase (Decrease)
(in thousands)	2024			2023					% Change
Gross margin	$	164,508		$	150,519		$	13,989	9.3	%
% of net sales	34.7		%	32.5		%

Gross margin dollars increased in the six months ended June 30, 2024 as compared to 2023 due to higher sales and a decrease in cost of goods sold of $4,041. The 1.3% decrease in cost of goods sold was mainly driven by certain lower manufacturing input costs.

Operating Expenses


	Six Months Ended June 30,						Increase (Decrease)
(in thousands)	2024			2023					% Change
Operating expenses	$	77,035		$	73,275		$	3,760	5.1	%
% of net sales	16.3		%	15.8		%

The increase in operating expenses in the six months ended June 30, 2024 as compared to 2023 was primarily due the impact of favorable adjustments to transaction costs in the prior year of $6,400 and an increase in compensation-related costs of $3,426, partially offset by the impact of restructuring-related impairment charges in the prior year of $6,146.

Earnings from Operations


	Six Months Ended June 30,						Increase (Decrease)
(in thousands)	2024			2023					% Change
Human Nutrition & Health	$	66,624		$	45,934		$	20,690	45.0	%
Animal Nutrition & Health	4,753			17,160			(12,407)		(72.3)	%
Specialty Products	19,427			17,244			2,183		12.7	%
Other and unallocated	(3,331)			(3,094)			(237)		(7.7)	%
Earnings from operations	$	87,473		$	77,244		$	10,229	13.2	%

% of net sales (operating margin)	18.5		%	16.7		%

•Human Nutrition & Health segment earnings from operations increased $20,690 primarily due to an increase in gross margin of $23,526. The increase in gross margin was primarily due to the aforementioned higher sales and certain lower manufacturing input costs.

•Animal Nutrition & Health segment earnings from operations decreased $12,407 primarily due to a decrease in gross margin of $11,981. The decrease in gross margin was primarily due to the aforementioned lower sales, partially offset by certain lower manufacturing input costs.

•Specialty Products segment earnings from operations increased $2,183. Gross margin increased $3,692 primarily due to certain lower manufacturing input costs, and was partially offset by an increase in operating expenses.

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

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Other Expenses (Income)


	Six Months Ended June 30,				Increase (Decrease)
(in thousands)	2024		2023				% Change
Interest expense, net	$	9,638	$	10,728	$	(1,090)	(10.2)	%
Other (income), net	(241)		(1,003)		762		(76.0)	%
	$	9,397	$	9,725	$	(328)	(3.4)	%

Interest expense for the six months ended June 30, 2024 and 2023 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in interest expense is due to lower outstanding borrowings, partially offset by higher interest rates.

Income Tax Expense


	Six Months Ended June 30,						Increase (Decrease)
(in thousands)	2024			2023					% Change
Income tax expense	$	17,021		$	14,699		$	2,322	15.8	%
Effective tax rate	21.8		%	21.8		%

The effective tax rate was 21.8% for each of the six months ended June 30, 2024 and 2023. Certain lower foreign taxes in 2024 were offset by certain higher state taxes.

Liquidity and Capital Resources

During the six months ended June 30, 2024, 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, 2023. 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 decreased to $63,738 at June 30, 2024 from $64,447 at December 31, 2023. At June 30, 2024, the Company had $58,382 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 $206,834 at June 30, 2024 as compared to $165,751 at December 31, 2023, an increase of $41,083. Significant cash payments during the first half of 2024 included net repayments on the revolving loan of $43,000, the payment of the 2023 declared dividend in 2024 of $25,568, income taxes paid of $19,140, and capital expenditures and intangible assets acquired of $13,788.


	Six Months Ended June 30,				Increase (Decrease)
(in thousands)	2024		2023				% Change
Cash flows provided by operating activities	$	78,380	$	69,829	$	8,551	12.2	%
Cash flows used in investing activities	(13,596)		(13,672)		76		0.6	%
Cash flows used in financing activities	(64,210)		(58,077)		(6,133)		(10.6)	%

Operating Activities

The increase in cash flows from operating activities was primarily driven by the increase in net earnings.

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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 $13,788 and $17,880 for the six months ended June 30, 2024 and 2023, respectively.

Financing Activities

During 2024, we borrowed $26,000 under the 2022 Credit Agreement and made total loan payments of $69,000, resulting in $283,431 available under the 2022 Credit Agreement (see Note 7, Revolving Loan) as of June 30, 2024.

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 3,139,300 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 purchase (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 $9,682 and $3,826 for the six months ended June 30, 2024 and 2023, respectively. Dividend payments were $25,568 and $22,869 for the six months ended June 30, 2024 and 2023, respectively.

Other Matters Impacting Liquidity

As of June 30, 2024 and December 31, 2023, we have a liability of $4,766 and $4,650, respectively, for uncertain tax positions, including the related interest and penalties, recorded in accordance with ASC 740-10, for which we are unable to reasonably estimate the timing of settlement, if any.

We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 14, Employee Benefit Plans. The liability recorded in "Other long-term liabilities" on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023 were $1,336 and $1,395, 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 amounts recorded for these obligations on our balance sheets as of June 30, 2024 and December 31, 2023 were $393 and $420, respectively, and were included in "Other long-term obligations" on the condensed consolidated balance sheets.

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 were 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 June 30, 2024 and December 31, 2023 were $10,965 and $10,188, respectively, and were included in "Other long-term obligations" on the condensed consolidated balance sheets. The related rabbi trust assets were $10,962 and $10,188 as of June 30, 2024 and December 31, 2023, 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 our December 31, 2023 Annual Report on Form 10-K, during the six months ended June 30, 2024.

Related Party Transactions

We were engaged in related party transactions with St. Gabriel CC Company, LLC during the three and six months ended June 30, 2024. Refer to Note 17, Related Party Transactions.

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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 19, Derivative Instruments and Hedging Activities). Additionally, as of June 30, 2024, 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 7, 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 June 30, 2024, would result in an increase or decrease in annual interest expense and a corresponding reduction or increase in cash flow of approximately $2,666. 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 19, 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 19, 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 June 30, 2024. 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 June 30, 2024.

(b) Changes in Internal Controls

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 June 30, 2024, 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 15, Commitments and Contingencies, to our consolidated financial statements for the quarter ended June 30, 2024 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, 2023. 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, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table summarizes the share repurchase activity for the six months ended June 30, 2024:


	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, 2024	504	$	140.87	504	$	92,895,219
February 1-29, 2024	35,618	$	144.07	35,618	$	89,872,019
March 1-31, 2024	—	$	—	—	$	89,872,019
First Quarter	36,122			36,122

April 1-30, 2024	72	$	152.79	72	$	95,300,929
May 1-31, 2024	—	$	—	—	$	95,300,929
June 1-30, 2024	—	$	—	—	$	95,300,929
Second Quarter	72			72

Total	36,194			36,194

(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 3,139,300 shares have been purchased. Other than shares withheld for tax purposes, as described in footnote 1 above, no share repurchases were made under the Company's stock repurchase program during the three and six months ended June 30, 2024. 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.

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Item 5. Other Information

No directors or officers adopted, modified or terminated a Rule 10b5-1 trading arrangement during the fiscal quarter ended June 30, 2024.

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Item 6. Exhibits


Exhibit Number						Description
Exhibit 10.1						Form of Balchem Corporation Non-Employee Directors Restricted Stock Grant Agreement (filed herewith).*
Exhibit 10.2						Form of Balchem Corporation Stock Option Grant Agreement Non-Employee Director (filed herewith).*
Exhibit 31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a).
Exhibit 31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a).
Exhibit 32.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
Exhibit 32.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101.INS						XBRL 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.SCH						Inline XBRL Taxonomy Extension Schema Document
101.CAL						Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF						Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB						Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE						Inline XBRL Taxonomy Extension Presentation Linkbase Document
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Compensatory plan or arrangement.

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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: July 26, 2024

EXHIBIT 10.1

BALCHEM CORPORATION

NON-EMPLOYEE DIRECTORS RESTRICTED STOCK GRANT AGREEMENT

2017 Omnibus Incentive Plan

RESTRICTED STOCK GRANT AGREEMENT (this “Agreement”) is made as of this __th day of _________, ________, between Balchem Corporation, a Maryland corporation (the “Company”) and ________________ (“Grantee”).

1. Grant of Restricted Stock. Pursuant to the Company’s 2017 Omnibus Incentive Plan, as the same may be amended from time to time (the “Plan”), the Company hereby grants to Grantee _______________ (______) shares of the common stock par value six and two-thirds cents ($0.06 2/3) per share of the Company (the “Restricted Shares”), on the terms and subject to the conditions and restrictions and other provisions set forth in this Agreement and in the Plan. Any capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Plan. This grant of Restricted Shares is subject to Grantee’s execution and delivery to the Company of a copy of this Agreement. Grantee is not required to pay any purchase price for the Restricted Shares.

2. Vesting of Restricted Shares. Unless they vest on an earlier date as provided in Section 4 hereof, the Restricted Shares will vest on ___________, which is three (3) years from the date first set forth above, provided that Grantee has remained a director of the Company through such vesting date.

3. Restrictions on the Restricted Shares. Until the Restricted Shares have vested, Grantee may not sell, transfer, assign, pledge, or otherwise encumber them except as permitted in Section 6 hereof. Stock certificates representing the Restricted Shares will be registered in Grantee’s name (or Grantee will be recorded as the owner of the shares on the Company’s books) as of the date of this Agreement, but such certificates will be held by the Company on Grantee’s behalf until such shares vest. When all or a portion of the Restricted Shares vest, a certificate representing such shares (minus any shares retained to satisfy tax withholding obligations, as described in Section 10 hereof) will be delivered to Grantee (or the vesting of such shares will be duly recorded on the Company’s books) as soon as practicable. To the extent the Restricted Shares have vested, they shall be fully transferable (subject to applicable securities law requirements) and not subject to forfeiture upon cessation of being a director or otherwise. Except in circumstances where a different treatment is provided in Section 4 hereof, in the event of a termination of Grantee’s directorship with the Company for any reason, all of the Restricted Shares that have not previously vested will be forfeited and automatically transferred to and reacquired by the Company at no cost to the Company. At the request of the Company, Grantee shall execute and deliver to the Company a stock power, endorsed in blank, relating to the Restricted Shares.

4. Acceleration of Vesting. Notwithstanding the vesting date set forth in Section 2 hereof, the following vesting rules shall apply upon the following events.

(a) Death. In the event of Grantee’s death while a director of the Company, all Restricted Shares shall immediately vest.

(b) Disability. If Grantee ceases to be a director of the Company by reason of his or her Disability (as such term is defined below), the number of Restricted Shares that shall vest upon such disability shall be the number of whole shares equal to the product of (A) 1/36th of the total number of Restricted Shares subject to this Grant and (B) the number of full months Grantee has served on the Company’s Board of Directors from the date of this Agreement to the date of Grantee’s Disability; and all Restricted Shares not so vested shall be immediately forfeited. For the purposes of this Agreement, the term “Disability” shall mean "permanent and total disability" as defined in Section 22(e)(3) of the Code or successor statute.

(c) Retirement/Resignation from Board of Directors. In the event Grantee ceases to be a member of the Board of Directors of the Company on or following the first anniversary of the date of grant of the Restricted Shares by reason of his/her: (i) voluntary retirement from the Company’s Board of Directors at the conclusion of his or her term in which he or she reaches the age of 70 in accordance with the Company’s Corporate Governance Guidelines; (ii) resignation as a director of the Company due to a conflict of interest between Grantee and the Company which is determined by majority vote of the Board of Directors (excluding Grantee) to be sufficiently material to justify Grantee’s resignation as a director of the Company; or (iii) resignation as a director of the Company due to a serious health issue suffered by Grantee which materially impairs Grantee’s ability to perform his/her duties and responsibilities as a director of the Company, as determined by majority vote of the Board of Directors (excluding Grantee); the number of Restricted Shares that shall vest upon any of such aforementioned events shall be the number of whole shares equal to the product of (A) 1/36th of the total number of Restricted Shares subject to this Grant and (B) the number of full months of that Grantee has served on the Company’s Board of Directors from the date of this Agreement to the date of Grantee’s retirement or resignation, as applicable; and all Restricted Shares not so vested shall be immediately forfeited. For the avoidance of doubt, in the event Grantee ceases to be a member of the Board of Directors of the Company prior to the first anniversary of the date of grant of the Restricted Shares for any reason enumerated in subclauses (i), (ii) or (iii) of this Section 4(c), all of Grantee’s Restricted Shares will be forfeited.

(d) Change in Control. The treatment of the Restricted Shares in the event of a Change in Control (as defined in the Plan), shall be governed by the terms of the Plan.

(e) Committee Discretion. The Committee shall have absolute discretion to determine the date and circumstances of Grantee’s cessation as a director of the Company or of the occurrence of Disability or a Change in Control, and its determination shall be final, conclusive and binding. The Committee, in its sole discretion, may accelerate the vesting of Restricted Shares, in whole or in part, based on service, performance, and/or such other factors or criteria as the Committee may determine, subject to the minimum vesting restrictions as set forth in the Plan.

5. Voting and Dividends. Grantee shall have the right to vote the Restricted Shares and to receive dividends with respect to the Restricted Shares equal to the dividends paid on the Stock. If any dividend is declared and paid in cash, such cash dividend will be accrued without interest until, and will be paid within thirty (30) days following the date that, the restrictions applicable to such Restricted Shares lapse, or will be forfeited at such time as such Restricted Shares are forfeited. If any dividend is declared and paid by the Company in a form other than cash, such non-cash dividend shall be subject to the same vesting schedule, forfeiture terms and other restrictions as are applicable to the Restricted Shares with respect to which the dividends were paid. Any dividends received or accrued by Grantee applicable to the Restricted Shares granted hereunder shall be forfeited and, if applicable, returned to the Company in the event the Restricted Shares do not vest in accordance with Section 2 above.

6. Permitted Transfers. The following transactions shall be exempt from the restrictions on transfer set forth in Section 3 hereof:

(a) Grantee’s transfer of any or all of the Restricted Shares either during his/her lifetime or on death by will or intestacy to his/her immediate family or to a trust the beneficiaries of which are exclusively one or more of Grantee and a member or members of Grantee’s immediate family, except any such transfers made pursuant to any divorce or separation proceedings or settlement (for purposes hereof, the term “immediate family” shall mean spouse, lineal descendant, father, mother, brother or sister of Grantee making the transfer); or

(b) a transfer of Restricted Shares to the guardian or conservator of Grantee; provided, however, that in any such case, the transferee or other recipient shall receive and hold such Restricted Shares subject to the provisions of this Agreement and there shall be no further transfer of such Restricted Shares except in accordance with this Agreement.

No transfer pursuant to this Section 6 shall be effective, and the Company shall not be required to recognize any transferee of Restricted Shares hereunder as a stockholder of the Company, unless and until the transferee agrees in writing to be bound by the provisions of this Agreement.

7. Restrictive Legend. At the discretion of the Company, all certificates (electronic or otherwise) representing Restricted Shares owned by Grantee shall have affixed thereto a legend in substantially the following form, in addition to any other legends that may be required under federal or state securities laws or under any applicable shareholders agreement:

THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO FORFEITURE AND RESTRICTIONS ON TRANSFER AS SET FORTH IN A CERTAIN RESTRICTED STOCK GRANT AGREEMENT BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THIS CERTIFICATE (OR HIS/HER PREDECESSOR IN INTEREST), AND SUCH AGREEMENT IS AVAILABLE FOR INSPECTION WITHOUT CHARGE AT THE OFFICE OF THE CORPORATION.

8. Adjustments for Stock Splits, Stock Dividends, etc. In the event of any stock split‑up, stock dividend, stock distribution or other reclassification of the stock of the Company, any and all new, substituted or additional securities to which Grantee is entitled by reason of his or her ownership of the Restricted Shares shall be automatically subject to the same vesting schedule, forfeiture terms and other restrictions in the same manner and to the same extent as the Restricted Shares.

9. Section 83(b) Election. Grantee understands that under Section 83 of the Internal Revenue Code of 1986, as amended (the “Code”), unless Grantee files an election under Section 83(b) of the Code, Grantee will recognize ordinary compensation income on the date the Restricted Shares are no longer subject to a substantial risk of forfeiture (which is generally the date such shares vest) in an amount equal to the fair market value of the Restricted Shares on that date. Grantee may, however, elect to recognize income with respect to some or all of the Restricted Shares as of the date of grant of such Restricted Shares in an amount equal to the fair market value of the Restricted Shares on that date (without any discount for the transfer and forfeiture restrictions on the Restricted Shares). In order to make this election, Grantee must file an election under Section 83(b) of the Code with the Internal Revenue Service no later than 30 days after the date of grant of the Restricted Shares. Grantee also understands that if he or she makes a Section 83(b) election and subsequently forfeits some or all of the Restricted Shares that were subject to the election, he or she will not be able to claim a deduction or capital loss with respect to the forfeited shares. Grantee also understands that cash dividends accrued on the Restricted Shares (prior to vesting) will be taxable as ordinary compensation income when received if Grantee did not make a Section 83(b) election, and will be taxable as dividend income if Grantee made a Section 83(b) election; and that non-cash dividends on the Restricted Shares generally will be taxable as ordinary compensation income at the same time as the Restricted Shares to which such dividends relate if Grantee did not make a Section 83(b) election, or treated as dividend income when received if Grantee made a Section 83(b) election. Grantee acknowledges that it is Grantee’s sole responsibility, and not the Company’s, to file a timely election under Section 83(b) if he or she chooses to do so. Grantee is relying solely on Grantee’s advisors with respect to the decision as to whether or not to file a Section 83(b) election. Grantee also agrees to provide the Company with a copy of the Section 83(b) election if one is filed.

10. Withholding. The Company shall have the right to deduct from payments of any kind otherwise due to Grantee, including shares otherwise deliverable upon the vesting of the Restricted Shares, any federal, state or local taxes of any kind required by law to be withheld with respect to any of the Restricted Shares issued hereunder.

11. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

12. Amendment. No provision of this Agreement shall be amended, either generally or in any particular instance, except in a writing signed by the Company and Grantee.

13. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and Grantee and their respective heirs, executors, administrators, legal representatives, and permitted transferees. No transfer of any of the Restricted Shares shall be effective unless the transferee first agrees in writing to all of the terms hereof.

14. No Rights to Employment. Nothing contained in this Agreement or the Plan shall be construed as giving Grantee any right to be retained, in any position, as a director or employee of, or consultant or advisor to, the Company.

15. Notices. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery, delivery by Federal Express or other recognized overnight delivery service or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, return receipt requested, if to the Company at its executive offices and if to Grantee at the address shown beneath his or her signature to this Agreement, or in either case at such other address or addresses as either party shall designate to the other in accordance with this Section.

16. Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

17. Entire Agreement. This Agreement and the documents and agreements referenced herein constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Agreement.

18. Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles. The Company and Grantee hereby (a) agree that any action, suit or other proceeding arising out of or based upon this Agreement shall be brought in the courts of the State of Maryland or any federal court located in such state, and (b) irrevocably consent and submit to the exclusive jurisdiction of such courts for the purpose of any such action, suit or proceeding.

19. Terms of Plan Control. The Restricted Shares are issued pursuant to the provisions of the Plan, a copy of which has been furnished to Grantee, and are subject to the Plan in all respects. Nothing contained in this Agreement shall in any way be deemed to alter or modify the provisions of the Plan and no act of the Company or its directors, officers or employees shall be deemed to be a waiver or modification of any provision of the Plan. The provisions of the Plan shall in all respects govern this Agreement. The Committee shall have authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan and this Agreement; to prescribe, amend and rescind rules and regulations relating to the Plan and this Agreement; and to make all other determinations deemed necessary or advisable for the administration of the Plan or this Agreement. The Committee’s determination on the foregoing matters shall be conclusive.

20. Section 409A Compliance. This Agreement is intended to comply with, or be exempt from, the requirements of Section 409A of the Code and the regulations issued thereunder. To the extent of any inconsistencies with the requirements of Section 409A, this Agreement shall be interpreted and amended in order to meet such Section 409A requirements. Notwithstanding anything contained in this Agreement or in any amendments hereto to the contrary, it is the intent of the Company to have the Plan interpreted and construed to comply with, or be exempt from, any and all provisions of Section 409A including any subsequent amendments, rulings or interpretations from appropriate governmental agencies.

21. Data Privacy.

(a) Data Collection and Usage. The Company may collect, process and use certain personal information about Grantee, including, but not limited to, Grantee’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Restricted Shares granted under the Plan or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in Grantee’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The Company, with its address at 5 Paragon Drive, Montvale, New Jersey 07645, acts as the data controller in respect of such Data and may be contacted at DataPrivacy@balchem.com.

For Grantees in the European Union / European Economic Area / Switzerland / United Kingdom (“EEA+”), the legal basis for the processing of Data is that it is necessary for the performance of the Company's contractual obligation to deliver shares (if the conditions of the Plan and the Award Agreement are satisfied) and, generally, for the Company’s legitimate interests to manage and administer Grantee's participation in the Plan.

(b) Data Disclosures. The Company transfers Data to service providers which assist the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and share Data with such other providers serving in a similar manner. Grantee may be asked to acknowledge or (where applicable) agree to separate terms and data processing practices with the service providers, with such agreement (where applicable) being a condition to the ability to participate in the Plan. The Company may also share Data: with its affiliates: with other businesses in connection with a substantial corporate transaction (such as a sale, merger, consolidation, initial public offering, or in the unlikely event of bankruptcy); in response to a subpoena, court order, legal process, law enforcement request, legal claim or government inquiry; to protect and defend the rights, interests, safety, and security of the Company, Grantee, or others; or for any other purposes disclosed to the Grantee at the time the Company collects the Data. The Company does not sell Data or share Data for cross-context behavioral / targeted advertising purposes.

(c) International Data Transfers. The Company and its service providers are based in the United States, and Data may be transferred to the United States to administer the Plan as a result. Grantee’s country or jurisdiction may have different data privacy laws and protections than the United States, and the Company complies with applicable laws that may place certain restrictions on such transfers.

For Grantees in the EEA+, the Company implements appropriate safeguards in accordance with applicable law to ensure the protection of Data outside of the EEA+, including by implementing standard contractual clauses, for which Grantees based in the EEA+ may request a copy.

(d) Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Grantee’s participation in the Plan, or as required to comply with applicable law, exercise or defense of legal rights, and for archiving, back-up and deletion processes. This may extend beyond Grantee’s period of service as member of the Board.

(e) Data Subject Rights. Depending on where Grantee is based, and subject to applicable exceptions or exemptions, Grantee may have rights to access, correct, delete, restrict processing, or port their Data and lodge complaints with competent authorities in Grantee’s jurisdiction. Grantee or Grantee’s authorized agent may contact the Company at DataPrivacy@balchem.com to exercise such rights where applicable.

22. Compensation Recovery. The Restricted Shares shall be subject to the provisions of any applicable compensation recovery policy contained in the Plan or implemented by the Company, including without limitation any compensation recovery policy adopted to comply with the requirements of applicable law, to the extent set forth in such compensation recovery policy.

23. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Shares or other equity awards granted by the Company, whether under the Plan or otherwise, or any other Company securities by electronic means. By accepting this grant of Restricted Shares, whether electronically or otherwise, Grantee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company, including but not limited to the use of electronic signatures or click-through acceptance of terms and conditions.

24. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

[Signature page follows.]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

BALCHEM CORPORATION

By: ________________________________

Theodore L. Harris

Chairman, President and CEO

GRANTEE:

___________________________________

(Signature)

Print Name: ____________________________________

Appendix

Balchem Corporation

Restricted Stock Grant Agreement

Country-Specific Terms and Conditions

This Appendix includes special terms and conditions applicable to Grantee if Grantee primarily resides in one of the countries listed below. These terms and conditions supplement or replace (as indicated) the terms and conditions set forth in the Award Agreement. If Grantee is a citizen or resident of a country other than the one in which he or she is currently primarily working, or if Grantee transfers primary employment or residency to another country after the Restricted Shares is granted, the Company, in its discretion but subject to applicable laws, will determine the extent to which the terms and conditions set forth in this Appendix will apply to the Grantee.

This Appendix also includes information relating to exchange control, foreign asset / account reporting requirements and other issues of which Grantee should be aware with respect to his or her participation in the Plan. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Grantee not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Restricted Shares vests or the shares acquired under the Plan are sold.

In addition, the information is general in nature and may not apply to Grantee’s particular situation. The Company is not in a position to assure Grantee of any particular result. Accordingly, Grantee should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Grantee is a citizen or resident of a country other than the one in which he or she is currently primarily working, or if Grantee transfers employment or residency to another country after the Restricted Shares are granted, the information contained herein may not be applicable to Grantee.

France

Restricted Shares Not Tax-Qualified. The Restricted Shares are not intended to be French tax-qualified.

Language Consent. In accepting the Restricted Shares, Grantee confirms having read and understood the documents relating to the Restricted Shares (the Plan and the Award Agreement including this Appendix), which were provided in English. Grantee accepts the terms of those documents accordingly.

Consentement Relatif à la Langue Utilisée. En acceptant cette Attribution, le Grantee confirme avoir lu et compris les documents relatifs à cette Attribution (le Plan, le Contrat d’Attribution incluant cette Annexe), qui ont été remis en langue anglaise. Le Grantee accepte les termes de ces documents en conséquence.

Foreign Asset/Account Reporting Information. Grantee is required to report any shares and foreign bank accounts, including accounts closed during the tax year, to the French tax authorities when filing his or her annual tax return on form Cerfa number 3916. This also applies to foreign accounts holding the allocated shares.

Netherlands

Instemming taal. Met het accepteren van de voorwaardelijk toegekende aandelen (RSU’s), bevestigt de Deelnemer dat hij/zij de documenten met betrekking tot de voorwaardelijk toegekende aandelen (RSU’s) (het Plan en de toekenningsovereenkomst inclusief deze Bijlage), die in het Engels zijn opgesteld, heeft gelezen en begrepen. De deelnemer aanvaardt de voorwaarden van deze documenten dienovereenkomstig.

Appendix

Balchem Corporation

Restricted Stock Grant Agreement

Country-Specific Terms and Conditions

France

Restricted Shares Not Tax-Qualified. The Restricted Shares are not intended to be French tax-qualified.

Netherlands

EXHIBIT 10.2

BALCHEM CORPORATION

STOCK OPTION GRANT AGREEMENT

NON-EMPLOYEE DIRECTOR

2017 Omnibus Incentive Plan

This STOCK OPTION GRANT AGREEMENT (the “Grant”), dated as of ________ is between BALCHEM CORPORATION, a Maryland corporation (the “Company”) and _______________ (“Optionee”).

W I T N E S S E T H:

1. Grant of Options. Pursuant to the provisions of the Company’s 2017 Omnibus Incentive Plan, as the same may be amended from time to time (the “Plan”), the Company has on the date set forth on Exhibit A (such date, the “Grant Date”) granted to Optionee, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the right and option to purchase from the Company the number of shares of the Company’s common stock par value six and two-thirds cents ($0.06 2/3) per share (“Stock”) set forth in Exhibit A at the price per share set forth in Exhibit A (the stock options granted hereby being referred to as the “Option” or the “Options”). The Option is a non-qualified stock option. Any capitalized terms used in this Grant and not defined herein shall have the meanings set forth in the Plan. This grant of Options is subject to Optionee’s execution and delivery to the Company of a copy of this Grant.

2. Terms and Conditions. The term of the Option shall be for the period specified in Exhibit A. The Option shall vest and become exercisable on the date or dates set forth, or upon satisfaction of the conditions set forth, in Exhibit A, provided that (unless expressly provided otherwise in Section 4 hereof or in Exhibit A) Optionee is a member of the Board of Directors of the Company (the “Board”) on each such date. To the extent the Option has become exercisable, it may be exercised, prior to the end of the Option term, at any time in whole or in part and from time to time, subject to earlier termination as provided in Sections 3 and 4 of this Grant, unless otherwise expressly provided in Exhibit A. Unless otherwise provided in Exhibit A, the Option may not be exercised (a) as to fewer than 100 shares at any one time (or for the remaining shares then purchasable under the Option, if fewer than 100 shares), and (b) until fulfillment of any conditions precedent set forth in Section 7 hereof. The holder of any Option shall not have any rights as a stockholder with respect to the Stock issuable upon exercise of an Option until certificates for such Stock shall have been issued and delivered to him or her after the exercise of the Option.

3. Termination of Service. In the event that Optionee’s service as a member of the Board is terminated (other than by reason of (i) death, (ii) Disability (as such term is defined in Section 4 hereof), (iii) Retirement (as such term is defined in Section 4 hereof) on or after the first anniversary of the Grant Date, or (iv) for Cause), the Option shall be exercisable (to the extent that Optionee shall have been entitled to do so at the termination of his or her service as member of the Board) at any time prior to the expiration of the period of sixty (60) days after such termination, but in no event later than the specified expiration date of the Option, except as may be expressly provided in Exhibit A. Notwithstanding anything herein to the contrary, in the event that Optionee’s service as member of the Board shall be terminated for Cause, all vested and unvested portions of the Option shall be immediately forfeited by Optionee without any consideration.

Neither the Plan nor this Agreement shall confer upon the Optionee any right to be retained as a member of the Board. Further, nothing in the Plan or this Agreement shall be construed to limit the discretion of the Company to terminate the service as a member of the Board at any time.

4. Death, Disability, or Retirement of Optionee or Change in Control.

(a) Death. If Optionee ceases his or her service as Director of the Company by reason of his or her death, the vesting of the Option shall accelerate and the Option shall become fully exercisable upon such termination of service and may be exercised by Optionee’s estate, personal representative or Beneficiary who has acquired the Option by will or by the laws of descent and distribution, at any time prior to the earlier of the specified expiration date of the Option or two (2) years after the date of Optionee’s death, except as may otherwise be provided in Exhibit A.

(b) Disability. If Optionee ceases his/her service as Director of the Company by reason of his or her Disability, the Option shall continue to vest during the Optionee’s lifetime and become exercisable in accordance with the vesting schedule set forth in Exhibit A. Except as otherwise provided in Exhibit A, any unexercised portion of the Option may be exercised by Optionee (or in the event of death, by Optionee’s estate, personal representative of Beneficiary who has acquired the Option by will or by the laws of descent and distribution) prior to the later of (i) two (2) years after Optionee’s termination of service or (ii) two (2) years after the vesting date of the Option, but in any case, not beyond the specified expiration date of the Option. For the purposes of the Grant, the term “Disability” shall mean “permanent and total disability” as defined in Section 22(e)(3) of the Code or successor statute.

(c) Retirement. In the event Optionee ceases to be a member of the Board on or following the first anniversary of the date of grant of the Options by reason of his/her: (i) voluntary retirement from the Board at the conclusion of his or her term in which he or she reaches the age of 70 in accordance with the Company’s Corporate Governance Guidelines; (ii) resignation as a director of the Company due to a conflict of interest between Optionee and the

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Company which is determined by majority vote of the Board (excluding Optionee) to be sufficiently material to justify Optionee’s resignation as a director of the Company; or (iii) resignation as a director of the Company due to a serious health issue suffered by Optionee which materially impairs Optionee’s ability to perform his/her duties and responsibilities as a director of the Company, as determined by majority vote of the Board (excluding Optionee), the Option shall continue to vest during the Optionee’s lifetime and become exercisable in accordance with the vesting schedule set forth in Exhibit A. Except as otherwise provided in Exhibit A, any unexercised portion of the Option may be exercised by Optionee (or in the event of death, by Optionee’s estate, personal representative of Beneficiary who has acquired the Option by will or by the laws of descent and distribution) prior to the later of (i) two (2) years after Optionee’s termination of service as a member of the Board or (ii) two (2) years after the vesting date of the Option, but in any case not beyond the specified expiration date of the Option. For the avoidance of doubt, if Optionee ceases to be a Director by reason of his or her Retirement prior to the first anniversary of the Grant Date, the Option shall immediately be forfeited by Optionee for no consideration.

(d) Change in Control. The treatment of the Option in the event of a Change in Control (as defined in the Plan) shall be governed by the terms of the Plan.

5. Transferability of Option. The Option shall not be transferable otherwise than by will or the laws of descent and distribution, except as, and then only to the extent, if any, provided in Exhibit A or as subsequently approved by the Board or the Committee.

6. Adjustments Upon Changes in Capitalization. In the event of changes in the outstanding stock of the Company by reason of stock dividends, stock splits, recapitalizations, mergers, consolidations, combinations or exchanges of shares, separations, reorganizations or liquidations, the number and class of shares subject to the Option shall be correspondingly adjusted as provided in the Plan.

7. Conditions Precedent to Exercise of Option. In the event that the exercise of the Option or the issuance and delivery of the shares hereunder shall be subject to, or shall require, any prior exchange listing, prior approval of the stockholders of the Company, or other prior condition or act, pursuant to the applicable laws, regulations or policies of any stock exchange, federal or local government or its agencies or representatives, and/or pursuant to the Plan, then the Option shall not be deemed to be exercisable under this Grant until such condition is satisfied. The Company shall not be liable in any manner to Optionee or any other party for any failure or delay by the Company on its part to fulfill any such condition, and any such failure or delay shall not extend the term of the Option.

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8. Methods of Exercising Option. Subject to the terms and conditions of this Grant, the Option may be exercised by delivering a signed, completed exercise notice in the form of Exhibit B, as the same may be modified from time to time by determination of the Company in its discretion, to the Company, at its office at 5 Paragon Drive, Montvale NJ 07645 or such other address as the Company may designate. Such notice shall (i) identify the Option to which it applies, (ii) state the election to exercise the Option, (iii) designate the number of shares in respect of which the Option is being exercised, and (iv) be signed by the person or persons so exercising the Option and shall otherwise be in such form and substance as the Company may require. Such notice shall be accompanied by payment of the full purchase price of such shares. The Company shall deliver to Optionee, at such address as is provided in the notice, a certificate or certificates representing such shares as soon as practicable after the notice shall be received and all conditions to the exercise of the Option are fulfilled and satisfied. Payment of such purchase price shall be made (a) in United States dollars in cash or by check, or (b) through delivery of shares of Stock previously owned by Optionee for at least six months and having a Fair Market Value equal as of the date of the exercise to the cash exercise price of the Option, or (c) by any combination of the above. Notwithstanding the foregoing, Optionee may not pay any part of the exercise price hereof by transferring Stock to the Company if such Stock is not fully vested or is subject to a substantial risk of forfeiture within the meaning of Section 83 of the Code. The certificate or certificates for the shares as to which the Option shall have been so exercised shall be issued in the name of the person or persons so exercising the Option (or, if the Option shall be exercised by Optionee and if Optionee shall so request in the notice exercising the Option, the certificate shall be issued in the name of Optionee and another person jointly, with right of survivorship) and shall be delivered as provided above to or upon the written order of the person or persons exercising the Option. In the event the Option shall be exercised by any person or persons other than Optionee, such notice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option. At the election of the Company, such certificate may bear such legends regarding the limited transferability of the shares under applicable securities laws as the Company may require. All shares that shall be purchased upon the exercise of the Option as provided herein shall be fully paid and non-assessable.

9. Compliance with Law. The exercise of the Option and the issuance and transfer of shares of Stock shall be subject to compliance by the Company and Optionee with all applicable requirements of federal and state securities laws and with all applicable requirements of any stock exchange on which the Company’s Stock may be listed. No share of Stock shall be issued pursuant to the Option unless and until any then applicable requirements of state or federal laws and regulatory agencies have been fully complied with to the satisfaction of the Company and its counsel. Optionee understands that the Company is under no obligation to register the shares with the U.S. Securities and Exchange Commission, any state securities commission or any stock exchange to effect such compliance.

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10. Capital Changes and Business Successions. The Plan contains provisions covering the treatment of the Option in a number of contingencies such as stock splits and mergers. Provisions in the Plan for adjustment with respect to stock subject to options and the related provisions with respect to successors to the business of the Company are hereby made applicable hereunder and are incorporated herein by reference. In general, Optionee should not assume that the Option necessarily would survive the acquisition of the Company.

11. Withholding Taxes. Optionee shall be required to remit to the Company, and the Company shall have the right to deduct from any compensation payable to Optionee, the amount sufficient to satisfy any federal, state or local withholding tax liability in respect of the Options and to take all such other action as the Committee deems necessary to satisfy all obligations for payment of such withholding taxes. To the extent permitted by the Committee, and subject to any terms and conditions imposed by the Committee, Optionee may elect to have the Company’s withholding obligation for federal, state and local taxes, including payroll taxes, with respect to the Options satisfied (i) by having the Company withhold from the shares otherwise deliverable to Optionee shares of Stock having a value equal to the amount of such withholding obligation with respect to the Stock or (ii) by delivering to the Company shares of unrestricted Stock. Alternatively, the Committee may require that a portion of shares of Stock otherwise deliverable be withheld and applied to satisfy the statutory withholding obligation with respect to the Options.

12. Terms of Plan Control. The Option granted hereunder is granted pursuant to the provisions of the Plan, a copy of which has been made available to Optionee and are subject to the Plan in all respects. Nothing contained in this Grant shall in any way be deemed to alter or modify the provisions of the Plan and no act of the Company or its directors, officers or employees shall be deemed to be a waiver or modification of any provision of the Plan. The provisions of the Plan shall in all respects govern the Option. The Committee shall have authority in its discretion, but subject to the express provisions of the Plan, to interpret the Plan and this Grant; to prescribe, amend and rescind rules and regulations relating to the Plan and the Option; and to make all other determinations deemed necessary or advisable for the administration of the Plan or the Option. The Committee’s determination on the foregoing matters shall be conclusive.

13. Governing Law. This Grant shall be construed, interpreted and enforced in accordance with the laws of the State of Maryland without regard to conflict of law principles. The Company and the Optionee hereby (a) agree that any action, suit or other proceeding arising out of or based upon this Grant shall be brought in the courts of the State of Maryland or any federal court located in such state, and (b) irrevocably consent and submit to the exclusive jurisdiction of such courts for the purpose of any such action, suit or proceeding.

14. No Right as Shareholder. Optionee shall not have any rights as a shareholder with respect to any shares of Stock subject to the Option prior to the date of exercise of the Option.

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15. Severability. The invalidity or unenforceability of any provision of this Grant shall not affect the validity or enforceability of any other provision of this Grant and each other provision of this Grant shall be severable and enforceable to the extent permitted by law.

16. Pronouns. Whenever the context may require, any pronouns used in this Grant shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

17. Entire Agreement. This Grant and the documents and agreements referenced herein constitute the entire agreement between the parties, and supersede all prior agreements and understandings, relating to the subject matter of this Grant.

18. Notices. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery, delivery by Federal Express or other recognized overnight delivery service or upon deposit in the United States Post Office, by registered or certified mail, postage prepaid, return receipt requested, if to the Company at its executive offices and if to Optionee at the address shown beneath his or her signature to this Grant, or in either case at such other address or addresses as either party shall designate to the other in accordance with this Section.

19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to this Option, any future options or other equity awards granted by the Company, whether under the Plan or otherwise, or any other Company securities by electronic means. By accepting this Option, whether electronically or otherwise, Optionee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company, including but not limited to the use of electronic signatures or click-through electronic acceptance of terms and conditions.

20. Counterparts. This Grant may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

21. Data Privacy.

(a) Data Collection and Usage. The Company may collect, process and use certain personal information about Optionee, including, but not limited to, Optionee’s name, home address and telephone number, email address, date of birth, social insurance number, passport or other identification number, salary, nationality, job title, any shares or directorships held in the Company, details of all Options granted under the Plan or any other entitlement to shares awarded, canceled, exercised, vested, unvested or outstanding in Optionee’s favor (“Data”), for the purposes of implementing, administering and managing the Plan. The Company, with its address at 5 Paragon Drive, Montvale, New Jersey 07645, acts as the data controller in respect of such Data and may be contacted at DataPrivacy@balchem.com.

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For Optionees in the European Union / European Economic Area / Switzerland / United Kingdom (“EEA+”), the legal basis for the processing of Data is that it is necessary for the performance of the Company's contractual obligation to deliver shares (if the conditions of the Plan and the Award Agreement are satisfied) and, generally, for the Company’s legitimate interests to manage and administer Optionee's participation in the Plan.

(b) Data Disclosures. The Company transfers Data to service providers which assist the Company with the implementation, administration and management of the Plan. In the future, the Company may select different service providers and share Data with such other providers serving in a similar manner. Optionee may be asked to acknowledge or (where applicable) agree to separate terms and data processing practices with the service providers, with such agreement (where applicable) being a condition to the ability to participate in the Plan. The Company may also share Data: with its affiliates: with other businesses in connection with a substantial corporate transaction (such as a sale, merger, consolidation, initial public offering, or in the unlikely event of bankruptcy); in response to a subpoena, court order, legal process, law enforcement request, legal claim or government inquiry; to protect and defend the rights, interests, safety, and security of the Company, Optionee, or others; or for any other purposes disclosed to the Optionee at the time the Company collects the Data. The Company does not sell Data or share Data for cross-context behavioral / targeted advertising purposes.

(c) International Data Transfers. The Company and its service providers are based in the United States, and Data may be transferred to the United States to administer the Plan as a result. Optionee’s country or jurisdiction may have different data privacy laws and protections than the United States, and the Company complies with applicable laws that may place certain restrictions on such transfers.

For Optionees in the EEA+, the Company implements appropriate safeguards in accordance with applicable law to ensure the protection of Data outside of the EEA+, including by implementing standard contractual clauses, for which Optionees based in the EEA+ may request a copy.

(d) Data Retention. The Company will hold and use Data only as long as is necessary to implement, administer and manage Optionee’s participation in the Plan, or as required to comply with applicable law, exercise or defense of legal rights, and for archiving, back-up and deletion processes. This may extend beyond Optionee’s period of service as member of the Board.

(e) Data Subject Rights. Depending on where Optionee is based, and subject to applicable exceptions or exemptions, Optionee may have rights to access, correct, delete, restrict processing, or port their Data and lodge complaints with competent authorities in Optionee’s jurisdiction. Optionee or Optionee’s authorized agent may contact the Company at DataPrivacy@balchem.com to exercise such rights where applicable.

22. Compensation Recovery. The Options shall be subject to the provisions of any applicable compensation recovery policy contained in the Plan or implemented by the Company, including

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without limitation any compensation recovery policy adopted to comply with the requirements of applicable law, to the extent set forth in such compensation recovery policy.

23. Parachute Payments.

(a) Optionee shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Optionee (whether payable under the terms of this Agreement or any other plan, arrangement or agreement with the Company or any of its affiliates) (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by Optionee exceeds the net after-tax benefit that would be received by Optionee if no such reduction was made. If a reduction in payments or benefits constituting “parachute payments” is necessary under the preceding sentence, the reduction shall be made in the manner that results in the greatest economic benefit for Optionee.

(b) The “net after-tax benefit” shall mean (i) the Payments that Optionee receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Optionee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Optionee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in Section 23(a) above.

(c) The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the event described in Section 280G(b)(2)(A)(i) of the Code shall perform the foregoing calculations. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting such change in control, change of ownership or similar transaction, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder.

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(d) The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Optionee within thirty (30) calendar days after the date on which Optionee’s right to a Payment is triggered (if requested at that time by the Company or Optionee) or such other time as reasonably requested by the Company or Optionee. Any good faith determinations of the independent registered public accounting firm made hereunder shall be final, binding and conclusive upon the Company and Optionee.

IN WITNESS WHEREOF, the Company has caused this Grant to be executed by its duly authorized officer and Optionee has executed this Grant as of the date first written above.

BALCHEM CORPORATION

By: ____________________________________

Theodore L. Harris

Chairman, President and CEO

AGREED AND ACCEPTED:

________________________________

OPTIONEE:

Address: ________________________

________________________

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EXHIBIT A

Balchem Corporation

5 Paragon Drive

Montvale, NJ 07645

Notice of Grant of Stock Options

[Director’s Name]

Participant ID: XXX-XX-XXXX

Dear [●],

Effective [insert date], you have been granted a non-qualified stock option (“Option”) to buy shares of Balchem Corporation (the “Company”) common stock par value six and two-thirds cents ($0.06 2/3) per share with the following parameters:

Plan Name: Balchem Corporation 2017 Omnibus Incentive Plan

Award Number: [●]

Shares Subject to Option Granted: [●]

Award Type: Non-Qualified Stock Option

Award Date: [●]

Award Price per Share: [●]

Vesting Schedule:

Shares Vest Type Vest Date

[●] On Vest Date [●]

By your signature and the Company’s signature below, you and the Company agree that these Options are granted under and governed by the terms and conditions of the Company’s 2017 Omnibus Incentive Plan, as the same may be amended from time to time, and the Stock Option Grant Agreement between you and the Company, which are attached and made a part of this Notice. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same document.

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Appendix

Balchem Corporation

Stock Option Grant Agreement

Country-Specific Terms and Conditions

This Appendix includes special terms and conditions applicable to Optionee if Optionee primarily resides in one of the countries listed below. These terms and conditions supplement or replace (as indicated) the terms and conditions set forth in the Award Agreement. If Optionee is a citizen or resident of a country other than the one in which he or she is currently primarily working, or if Optionee transfers primary employment or residency to another country after the Options are granted, the Company, in its discretion but subject to applicable laws, will determine the extent to which the terms and conditions set forth in this Appendix will apply to the Optionee.

This Appendix also includes information relating to exchange control, foreign asset / account reporting requirements and other issues of which Optionee should be aware with respect to his or her participation in the Plan. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Optionee not rely on the information herein as the only source of information relating to the consequences of participation in the Plan because the information may be out of date at the time the Options vests or the shares acquired under the Plan are sold.

In addition, the information is general in nature and may not apply to Optionee’s particular situation. The Company is not in a position to assure Optionee of any particular result. Accordingly, Optionee should seek appropriate professional advice as to how the relevant laws in his or her country may apply to his or her situation. Finally, if Optionee is a citizen or resident of a country other than the one in which he or she is currently primarily working, or if Optionee transfers employment or residency to another country after the Options are granted, the information contained herein may not be applicable to Optionee.

France

Option Not Tax-Qualified. The Option is not intended to be French tax-qualified.

Language Consent. In accepting the Option, the Optionee confirms having read and understood the documents relating to the Option (the Plan and the Award Agreement including this Appendix), which were provided in English. The Optionee accepts the terms of those documents accordingly.

Consentement Relatif à la Langue Utilisée. En acceptant cette Attribution, le Optionee confirme avoir lu et compris les documents relatifs à cette Attribution (le Plan, le Contrat d’Attribution

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incluant cette Annexe), qui ont été remis en langue anglaise. Le Optionee accepte les termes de ces documents en conséquence.

Foreign Asset/Account Reporting Information. The Optionee is required to report any shares and foreign bank accounts, including accounts closed during the tax year, to the French tax authorities when filing his or her annual tax return on form Cerfa number 3916. This also applies to foreign accounts holding the allocated shares.

Netherlands

Language Consent. In accepting the Option, Optionee confirms having read and understood the documents relating to the Option (the Plan and the Award Agreement including this Appendix), which were provided in English. Optionee accepts the terms of those documents accordingly.

Instemming taal. Met het accepteren van de Optie, bevestigt de Deelnemer dat hij/zij de documenten met betrekking tot de Optie (het Plan en de toekenningsovereenkomst inclusief deze Bijlage), die in het Engels zijn opgesteld, heeft gelezen en begrepen. De deelnemer aanvaardt de voorwaarden van deze documenten dienovereenkomstig.

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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: July 26, 2024			/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;

(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: July 26, 2024			/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 June 30, 2024 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)
			July 26, 2024

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 June 30, 2024 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)
			July 26, 2024

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 18, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	1-13648
Entity Registrant Name	Balchem Corp
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		32,443,731
Entity Central Index Key	0000009326
Current Fiscal Year End Date	--12-31
Amendment Flag	false
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 63,738	$ 64,447
Accounts receivable, net of allowances of $1,066 and $908 at June 30, 2024 and December 31, 2023 respectively	123,400	125,284
Inventories, net	117,099	109,521
Prepaid expenses	9,963	7,798
Other current assets	5,956	7,192
Total current assets	320,156	314,242
Property, plant and equipment, net	272,539	276,039
Goodwill	770,026	778,907
Intangible assets with finite lives, net	176,102	191,212
Right of use assets - operating leases	16,469	17,763
Right of use assets - finance lease	1,976	2,101
Other non-current assets	17,698	16,947
Total assets	1,574,966	1,597,211
Current liabilities:
Trade accounts payable	54,501	55,503
Accrued expenses	36,993	40,855
Accrued compensation and other benefits	14,500	17,228
Dividends payable	53	25,717
Income taxes payable	3,437	4,967
Operating lease liabilities - current	3,589	3,949
Finance lease liabilities - current	249	272
Total current liabilities	113,322	148,491
Revolving loan	266,569	309,569
Deferred income taxes	49,956	52,046
Operating lease liabilities - non-current	13,666	14,601
Finance lease liabilities - non-current	1,847	1,943
Other long-term obligations	17,242	16,577
Total liabilities	462,602	543,227
Commitments and contingencies (Note 15)
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; 32,434,858 and 32,254,728 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	2,164	2,152
Additional paid-in capital	158,791	145,653
Retained earnings	958,543	897,488
Accumulated other comprehensive (loss) income	(7,134)	8,691
Total stockholders' equity	1,112,364	1,053,984
Total liabilities and stockholders' equity	$ 1,574,966	$ 1,597,211

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Accounts receivable, allowance for doubtful accounts	$ 1,066	$ 908
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)	32,434,858	32,254,728
Common stock, shares outstanding (in shares)	32,434,858	32,254,728

Condensed Consolidated Statements of Earnings - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net sales	$ 234,081	$ 231,252	$ 473,740	$ 463,792
Cost of sales	151,087	153,903	309,232	313,273
Gross margin	82,994	77,349	164,508	150,519
Operating expenses:
Selling expenses	18,014	18,684	36,241	36,867
Research and development expenses	3,854	3,795	7,954	7,245
General and administrative expenses	15,329	12,034	32,840	29,163
Total operating expenses	37,197	34,513	77,035	73,275
Earnings from operations	45,797	42,836	87,473	77,244
Other expenses, net:
Interest expense, net	4,240	5,163	9,638	10,728
Other expense (income), net	331	(727)	(241)	(1,003)
Total other (income) expenses	4,571	4,436	9,397	9,725
Earnings before income tax expense	41,226	38,400	78,076	67,519
Income tax expense	9,157	8,290	17,021	14,699
Net earnings	$ 32,069	$ 30,110	$ 61,055	$ 52,820
Net earnings per common share - basic (in dollars per share)	$ 0.99	$ 0.94	$ 1.89	$ 1.65
Net earnings per common share - diluted (in dollars per share)	$ 0.98	$ 0.93	$ 1.87	$ 1.63

Condensed Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net earnings	$ 32,069	$ 30,110	$ 61,055	$ 52,820
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	(3,260)	(1,116)	(15,977)	8,308
Unrealized loss on cash flow hedge	0	(554)	0	(1,065)
Change in postretirement benefit plans	(2)	2	152	102
Other comprehensive (loss) income	(3,262)	(1,668)	(15,825)	7,345
Comprehensive income	$ 28,807	$ 28,442	$ 45,230	$ 60,165

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Retained Earnings	Accumulated Other Comprehensive Income (Loss)	Common Stock	Additional Paid-in Capital
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	22,710	22,710
Other comprehensive (loss) income	9,013		9,013
Repurchases of common stock, including excise tax	(3,887)			$ (2)	(3,885)
Repurchases of common stock, including excise tax (in shares)				(28,109)
Shares and options issued under stock plans	7,296			$ 7	7,289
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	52,820
Other comprehensive (loss) income	7,345
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
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 (loss) income	(1,668)		(1,668)
Repurchases of common stock, including excise tax	(76)				(76)
Repurchases of common stock, including excise tax (in shares)				(567)
Shares and options issued under stock plans	5,121			$ 1	5,120
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
Beginning balance at Dec. 31, 2023	$ 1,053,984	897,488	8,691	$ 2,152	145,653
Beginning balance (in shares) at Dec. 31, 2023	32,254,728			32,254,728
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	$ 28,986	28,986
Other comprehensive (loss) income	(12,563)		(12,563)
Repurchases of common stock, including excise tax	(5,254)			$ (2)	(5,252)
Repurchases of common stock, including excise tax (in shares)				(36,122)
Shares and options issued under stock plans	13,638			$ 13	13,625
Shares and options issued under stock plans (in shares)				204,794
Ending balance at Mar. 31, 2024	1,078,791	926,474	(3,872)	$ 2,163	154,026
Ending balance (in shares) at Mar. 31, 2024				32,423,400
Beginning balance at Dec. 31, 2023	$ 1,053,984	897,488	8,691	$ 2,152	145,653
Beginning balance (in shares) at Dec. 31, 2023	32,254,728			32,254,728
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	$ 61,055
Other comprehensive (loss) income	(15,825)
Ending balance at Jun. 30, 2024	$ 1,112,364	958,543	(7,134)	$ 2,164	158,791
Ending balance (in shares) at Jun. 30, 2024	32,434,858			32,434,858
Beginning balance at Mar. 31, 2024	$ 1,078,791	926,474	(3,872)	$ 2,163	154,026
Beginning balance (in shares) at Mar. 31, 2024				32,423,400
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net earnings	32,069	32,069
Other comprehensive (loss) income	(3,262)		(3,262)
Repurchases of common stock, including excise tax	(11)				(11)
Repurchases of common stock, including excise tax (in shares)				(72)
Shares and options issued under stock plans	4,777			$ 1	4,776
Shares and options issued under stock plans (in shares)				11,530
Ending balance at Jun. 30, 2024	$ 1,112,364	$ 958,543	$ (7,134)	$ 2,164	$ 158,791
Ending balance (in shares) at Jun. 30, 2024	32,434,858			32,434,858

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities:
Net earnings	$ 61,055	$ 52,820
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	26,174	27,074
Stock compensation expense	8,636	8,518
Deferred income taxes	(1,116)	(573)
Provision for doubtful accounts	295	133
Unrealized gain on foreign currency transactions and deferred compensation	(507)	(1,010)
Asset impairment and loss on disposal of assets	313	5,203
Change in fair value of contingent consideration liability	(91)	(6,400)
Changes in assets and liabilities
Accounts receivable	1,208	6,621
Inventories	(8,345)	(5,332)
Prepaid expenses and other current assets	(1,160)	(5,389)
Accounts payable and accrued expenses	(6,875)	(5,451)
Income taxes	(1,441)	(6,293)
Other	234	(92)
Net cash provided by operating activities	78,380	69,829
Cash flows from investing activities:
Capital expenditures and intangible assets acquired	(13,788)	(17,880)
Cash paid for acquisitions, net of cash acquired	0	(341)
Proceeds from sale of assets	272	1,881
Proceeds from settlement of net investment hedge	0	2,740
Investment in affiliates	(80)	(72)
Net cash used in investing activities	(13,596)	(13,672)
Cash flows from financing activities:
Proceeds from revolving loan	26,000	13,000
Principal payments on revolving loan	(69,000)	(48,000)
Principal payments on finance lease	(111)	(110)
Proceeds from stock options exercised	9,682	3,826
Dividends paid	(25,568)	(22,869)
Repurchases of common stock	(5,213)	(3,924)
Net cash used in financing activities	(64,210)	(58,077)
Effect of exchange rate changes on cash	(1,283)	2,216
(Decrease) increase in cash and cash equivalents	(709)	296
Cash and cash equivalents beginning of period	64,447	66,560
Cash and cash equivalents end of period	$ 63,738	$ 66,856

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	6 Months Ended
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	Jun. 30, 2024
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, 2023 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, 2023. The condensed consolidated financial statements reflect the operations of Balchem Corporation and its subsidiaries (the "Company" or "Balchem"). All intercompany balances and transactions have been eliminated in consolidation. In the opinion of management, the unaudited condensed consolidated financial statements furnished in this Form 10-Q include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal, recurring nature. The condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP” or “GAAP”) governing interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934 (the "Exchange Act") and therefore do not include some information and notes necessary to conform to annual reporting requirements. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the operating results expected for the full year or any interim period. Recent Accounting Pronouncements Recently Issued Accounting Standards In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid. The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment in this update should be applied on a prospective basis, with retrospective application permitted. The Company is in the process of evaluating the impact that the adoption of ASU 2023-09 will have to the financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures." The ASU expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning December 15, 2024. Early adoption is permitted and the amendments must be applied retrospectively to all prior periods presented. The adoption of this guidance will not affect the Company's consolidated results of operations, financial position or cash flows. The Company is currently evaluating the effect the guidance will have on its disclosures. Recently Adopted Accounting Standards In August 2023, the FASB issued 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.

STOCKHOLDERS' EQUITY

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

STOCKHOLDERS' EQUITY

Stock-Based Compensation


	Increase/(Decrease) for the				Increase/(Decrease) for the
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of sales	$	425	$	545	$	825	$	959
Operating expenses	3,461		3,203		7,811		7,559
Net earnings	(2,974)		(2,881)		(6,627)		(6,563)

Option activity for the six months ended June 30, 2024 and 2023 is summarized below:


For the Six Months Ended June 30, 2024	Shares (000s)	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding as of December 31, 2023	1,078	$	104.38	$	47,889
Granted	113	143.43
Exercised	(137)	70.75
Forfeited	(2)	137.06
Canceled	—	—
Outstanding as of June 30, 2024	1,052	$	112.90	$	43,199	6.0

Exercisable as of June 30, 2024	687	$	98.31	$	38,241	4.7


For the Six Months Ended June 30, 2023	Shares (000s)	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding as of December 31, 2022	1,045	$	99.82	$	27,221
Granted	109	138.09
Exercised	(46)	83.43
Forfeited	(11)	131.79
Canceled	(1)	138.07
Outstanding as of June 30, 2023	1,096	$	103.96	$	35,430	6.2

Exercisable as of June 30, 2023	728	$	87.95	$	34,170	4.8

Other information pertaining to option activity during the three and six months ended June 30, 2024 and 2023 is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Weighted-average fair value of options granted	$	—	$	—	$	44.52	$	40.91
Total intrinsic value of stock options exercised ($000s)	$	944	$	597	$	11,321	$	2,181

Non-vested restricted stock activity for the six months ended June 30, 2024 and 2023 is summarized below:


	Six Months Ended June 30,
	2024			2023
	Shares (000s)	Weighted Average Grant Date Fair Value		Shares (000s)	Weighted Average Grant Date Fair Value
Non-vested balance as of December 31	116	$	133.06	122	$	124.42
Granted	37	143.78		39	137.48
Vested	(32)	119.11		(32)	110.95
Forfeited	(2)	132.81		(4)	128.06
Non-vested balance as of June 30	119	$	140.14	125	$	131.76

Non-vested performance share activity for the six months ended June 30, 2024 and 2023 is summarized below:


	Six Months Ended June 30,
	2024			2023
	Shares (000s)	Weighted Average Grant Date Fair Value		Shares (000s)	Weighted Average Grant Date Fair Value
Non-vested balance as of December 31	76	$	135.25	70	$	127.69
Granted	47	152.28		42	139.66
Vested	(44)	106.57		(36)	98.84
Forfeited	—	—		—	—
Non-vested balance as of June 30	79	$	150.73	76	$	135.25

Repurchase of Common Stock

INVENTORIES

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

INVENTORIES

Inventories, net of reserves at June 30, 2024 and December 31, 2023 consisted of the following:


	June 30, 2024		December 31, 2023
Raw materials	$	36,069	$	39,517
Work in progress	6,175		3,960
Finished goods	74,855		66,044
Total inventories	$	117,099	$	109,521

PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at June 30, 2024 and December 31, 2023 are summarized as follows:


	June 30, 2024		December 31, 2023
Land	$	11,612	$	11,787
Building	103,940		104,363
Equipment	311,096		312,704
Construction in progress	65,639		59,981
	492,287		488,835
Less: accumulated depreciation	219,748		212,796
Property, plant and equipment, net	$	272,539	$	276,039

INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

INTANGIBLE ASSETS

Identifiable intangible assets with finite lives at June 30, 2024 and December 31, 2023 are summarized as follows:


	Amortization Period (in years)	Gross Carrying Amount at June 30, 2024		Accumulated Amortization at June 30, 2024		Gross Carrying Amount at December 31, 2023		Accumulated Amortization at December 31, 2023
Customer relationships & lists	10-20	$	358,082	$	216,998	$	362,032	$	209,651
Trademarks & trade names	2-17	50,112		39,754		50,286		37,773
Developed technology	5-12	40,638		18,308		41,184		17,516
Other	2-18	26,004		23,674		25,733		23,083
		$	474,836	$	298,734	$	479,235	$	288,023

EQUITY METHOD INVESTMENT	6 Months Ended
EQUITY METHOD INVESTMENT	Jun. 30, 2024
Equity Method Investments and Joint Ventures [Abstract]
EQUITY METHOD INVESTMENT	EQUITY METHOD INVESTMENT In 2013, the Company and Eastman Chemical Company 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 $122 and $243 for the three and six months ended June 30, 2024, respectively, and $139 and $278 for the three and six months ended June 30, 2023, respectively, relating to its portion of the joint venture's expenses in other expense. The Company made capital contributions to the investment totaling $38 and $80 for the three and six months ended June 30, 2024, respectively, and $16 and $72 for the three and six months ended June 30, 2023, respectively. The carrying value of the joint venture at June 30, 2024 and December 31, 2023 was $3,912 and $4,076, respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

REVOLVING LOAN	6 Months Ended
REVOLVING LOAN	Jun. 30, 2024
Debt Disclosure [Abstract]
REVOLVING LOAN	REVOLVING LOAN 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. As of June 30, 2024 and December 31, 2023, the total balance outstanding on the 2022 Credit Agreement amounted to $266,569 and $309,569, respectively. 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 6.569% at June 30, 2024. 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 June 30, 2024). The unused portion of the revolving loan amounted to $283,431 at June 30, 2024. 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 $886 and $1,030 at June 30, 2024 and December 31, 2023, respectively, and are included in "Other non-current assets" on the condensed consolidated balance sheets. Amortization expense pertaining to these costs totaled $73 and $144 for both the three and six months ended June 30, 2024 and 2023 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 June 30, 2024, the Company was in compliance with these covenants. Indebtedness under the Company’s loan agreements is secured by assets of the Company.

NET EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Earnings - Basic and Diluted	$	32,069	$	30,110	$	61,055	$	52,820

Shares (000s)
Weighted Average Common Shares - Basic	32,310		32,110		32,280		32,094
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares	339		324		358		330
Weighted Average Common Shares - Diluted	32,649		32,434		32,638		32,424

Net Earnings Per Share - Basic	$	0.99	$	0.94	$	1.89	$	1.65
Net Earnings Per Share - Diluted	$	0.98	$	0.93	$	1.87	$	1.63

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company’s effective tax rate for the three months ended June 30, 2024 and 2023, was 22.2% and 21.6%, respectively. The higher effective tax rate for the quarter was primarily due to lower tax benefits from stock-based compensation and certain higher state taxes, partially offset by certain lower foreign taxes. The effective tax rate was 21.8% for each of the six months ended June 30, 2024 and 2023. Certain lower foreign taxes for the six months ended June 30, 2024 were offset by certain higher state taxes. 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 June 30, 2024, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2019. The Company had approximately $4,766 and $4,650 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of June 30, 2024 and December 31, 2023, respectively. The Company includes interest expense or income as well as potential penalties on uncertain 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 June 30, 2024 and December 31, 2023 were approximately $1,530 and $1,413, respectively, and are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets. The European Union ("EU") member states formally adopted the EU's Pillar Two Directive on December 15, 2022, which was established by the Organization for Economic Co-operation and Development. Pillar Two generally provides for a 15 percent minimum effective tax rate for the jurisdictions where multinational enterprises operate. While the Company does not anticipate that this will have a material impact on its tax provision or effective tax rate, the Company continues to monitor evolving tax legislation in the jurisdictions in which it operates.

SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

SEGMENT INFORMATION

The segment information is summarized as follows:


Business Segment Assets	June 30, 2024		December 31, 2023
Human Nutrition and Health	$	1,171,962	$	1,180,527
Animal Nutrition and Health	155,919		166,994
Specialty Products	166,306		168,307
Other and Unallocated (1)	80,779		81,383
Total	$	1,574,966	$	1,597,211


Business Segment Net Sales	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	147,928	$	135,669	$	300,672	$	268,322
Animal Nutrition and Health	49,557		61,329		103,478		126,218
Specialty Products	35,094		32,726		66,707		64,957
Other and Unallocated (2)	1,502		1,528		2,883		4,295
Total	$	234,081	$	231,252	$	473,740	$	463,792


Business Segment Earnings Before Income Taxes	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	33,367	$	27,499	$	66,624	$	45,934
Animal Nutrition and Health	2,693		7,662		4,753		17,160
Specialty Products	11,228		9,298		19,427		17,244
Other and Unallocated (2)	(1,491)		(1,623)		(3,331)		(3,094)
Interest and other expenses	(4,571)		(4,436)		(9,397)		(9,725)
Total	$	41,226	$	38,400	$	78,076	$	67,519


Depreciation/Amortization	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	8,386	$	9,265	$	17,926	$	18,927
Animal Nutrition and Health	2,096		2,123		4,198		3,768
Specialty Products	1,765		1,811		3,544		3,609
Other and Unallocated (2)	259		229		506		770
Total	$	12,506	$	13,428	$	26,174	$	27,074


Capital Expenditures	Six Months Ended June 30,
	2024		2023
Human Nutrition and Health	$	7,697	$	13,785
Animal Nutrition and Health	4,332		2,130
Specialty Products	1,245		1,447
Other and Unallocated (2)	173		151
Total	$	13,447	$	17,513


(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 of $132 and $572 for the three and six months ended June 30, 2024, respectively, and $651 and $1,216 for the three and six months ended June 30, 2023, respectively, and (ii) Unallocated amortization expense of $0 and $0 for the three and six months ended June 30, 2024, respectively, and $0 and $312 for the three and six months ended June 30, 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.

REVENUE

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Product Sales Revenue	$	233,726	$	230,473	$	472,852	$	462,233
Royalty Revenue	355		779		888		1,559
Total Revenue	$	234,081	$	231,252	$	473,740	$	463,792

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
United States	$	177,692	$	171,450	$	359,778	$	338,334
Foreign Countries	56,389		59,802		113,962		125,458
Total Revenue	$	234,081	$	231,252	$	473,740	$	463,792

Product Sales Revenues

Royalty Revenues

Contract Liabilities

The Company records contract liabilities when cash payments are received or due in advance of performance, including amounts which are refundable.

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.

SUPPLEMENTAL CASH FLOW INFORMATION

6 Months Ended

Jun. 30, 2024

Supplemental Cash Flow Information [Abstract]

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the six months ended June 30, 2024 and 2023 for income taxes and interest is as follows:


	Six Months Ended June 30,
	2024		2023
Income taxes	$	19,140	$	20,471
Interest	$	10,155	$	13,454

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

6 Months Ended

Jun. 30, 2024

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME

The changes in accumulated other comprehensive (loss) income were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net foreign currency translation adjustment	$	(3,260)	$	(1,116)	$	(15,977)	$	8,308

Net change of cash flow hedge (see Note 19 for further information)
Unrealized loss on cash flow hedge	—		(730)		—		(1,406)
Tax	—		176		—		341
Net of tax	—		(554)		—		(1,065)

Net change in postretirement benefit plan (see Note 14 for further information)
Amortization of (gain) loss	(2)		2		(5)		4
Prior service loss arising during the period	—		—		206		132
Total before tax	(2)		2		201		136
Tax	—		—		(49)		(34)
Net of tax	(2)		2		152		102

Total other comprehensive (loss) income	$	(3,262)	$	(1,668)	$	(15,825)	$	7,345

Accumulated other comprehensive (loss) income at June 30, 2024 and December 31, 2023 consisted of the following:


	Foreign currency translation adjustment		Cash flow hedge		Postretirement benefit plan		Total
Balance December 31, 2023	$	8,408	$	—	$	283	$	8,691
Other comprehensive (loss) income	(15,977)		—		152		(15,825)
Balance June 30, 2024	$	(7,569)	$	—	$	435	$	(7,134)

EMPLOYEE BENEFIT PLANS

6 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

EMPLOYEE BENEFIT PLANS

Defined Contribution Plans

Postretirement Medical Plans

Net periodic benefit costs for such retirement medical plans were as follows:


	Six Months Ended June 30,
	2024		2023
Service cost	$	56	$	54
Interest cost	28		31
Amortization of (gain) loss	(5)		4
Net periodic benefit cost	$	79	$	89

Defined Benefit Pension Plans

Net periodic benefit costs for such benefit pension plans were as follows:


	Six Months Ended June 30,
	2024		2023
Service cost with interest to end of year	$	37	$	32
Interest cost	28		32
Expected return on plan assets	(21)		(21)
Total net periodic benefit cost	$	44	$	43

Deferred Compensation Plan

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2024
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 June 30, 2024 are disclosed in Note 18, 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 June 2023, in response to a Special Notice Letter received from the EPA in 2022, BCP Ingredients, Inc. ("BCP"), the Company's subsidiary that operates the site, Syntex, EPA, and the State of Missouri entered into an Administrative Settlement Agreement and Order on Consent (“ASAOC”) for a focused remedial investigation/feasibility study ("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 are expected to continue for some period of time. Separately, in June 2022, the EPA conducted an inspection of BCP’s Verona, Missouri facility (“2022 EPA Inspection”) 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 timely completed all requirements under the Amended AOC. In November 2023, BCP received a notice from the Environment and Natural Resources Division of the U.S Department of Justice (“DOJ”) primarily related to the 2022 EPA Inspection, which extended the opportunity to discuss alleged violations of Sections 112(r)(7) of the Clean Air Act and regulations in 40 C.F.R. Part 68, commonly known as the Risk Management Plan Rule (“RMP Rule”). BCP has engaged in, and intends to continue to participate in, such discussions in 2024. In connection with the 2022 EPA Inspection, 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.

FAIR VALUE OF FINANCIAL INSTRUMENTS	6 Months Ended
FAIR VALUE OF FINANCIAL INSTRUMENTS	Jun. 30, 2024
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 June 30, 2024 and December 31, 2023 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 June 30, 2024 and December 31, 2023 includes $5,472 and $959 in money market funds and other interest-bearing deposit accounts, respectively. Non-current assets at June 30, 2024 and December 31, 2023 included $10,962 and $10,188, 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 were $9 and $100 as of June 30, 2024 and December 31, 2023, respectively, and were valued using level three inputs, as defined by ASC 820, "Fair Value Measurement".

RELATED PARTY TRANSACTIONS	6 Months Ended
RELATED PARTY TRANSACTIONS	Jun. 30, 2024
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 $1,120 and $2,212 for the three and six months ended June 30, 2024, respectively, and $1,028 and $2,200 for the three and six months ended June 30, 2023, respectively. The raw materials purchased and subsequently sold amounted to $7,301 and $13,633 for the three and six months ended June 30, 2024, respectively, and $9,782 and $19,795 for the three and six months ended June 30, 2023, 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 $5,713 and $10,684 during the three and six months ended June 30, 2024, respectively, and $8,223 and $16,295 for the three and six months ended June 30, 2023, respectively. At June 30, 2024 and December 31, 2023, the Company had receivables of $2,959 and $8,314, respectively, recorded in accounts receivable from St. Gabriel CC Company, LLC for services rendered and raw materials sold. At June 30, 2024 and December 31, 2023, the Company had payables of $2,096 and $6,050, respectively, recorded in accounts payable for finished goods received from St. Gabriel CC Company, LLC. The Company had payables in the amount of $296 and $329, respectively, related to non-contractual monies owed to St. Gabriel CC Company, LLC, recorded in accounts payable as of June 30, 2024 and December 31, 2023.

LEASES

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

LEASES

Right of use assets and lease liabilities at June 30, 2024 and December 31, 2023 are summarized as follows:


Right of use assets	June 30, 2024		December 31, 2023
Operating leases	$	16,469	$	17,763
Finance leases	1,976		2,101
Total	$	18,445	$	19,864


Lease liabilities - current	June 30, 2024		December 31, 2023
Operating leases	$	3,589	$	3,949
Finance leases	249		272
Total	$	3,838	$	4,221


Lease liabilities - non-current	June 30, 2024		December 31, 2023
Operating leases	$	13,666	$	14,601
Finance leases	1,847		1,943
Total	$	15,513	$	16,544


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Lease Cost
Operating lease cost	$	1,351		$	1,376		$	2,692		$	2,646

Finance lease cost
Amortization of ROU asset	60			60			120			120
Interest on lease liabilities	27			29			54			58
Total finance lease	87			89			174			178

Total lease cost	$	1,438		$	1,465		$	2,866		$	2,824

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,361		$	1,151		$	2,694		$	2,209
Operating cash flows from finance leases	27			29			54			58
Financing cash flows from finance leases	54			55			111			110
	$	1,442		$	1,235		$	2,859		$	2,377

Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed	$	766		$	2,148		$	1,164		$	2,605

Weighted-average remaining lease term - operating leases	9.17 years			5.41 years			9.17 years			5.41 years
Weighted-average remaining lease term - finance leases	8.65 years			9.51 years			8.65 years			9.51 years

Weighted-average discount rate - operating leases	7.5		%	4.1		%	7.5		%	4.1		%
Weighted-average discount rate - finance leases	5.0		%	5.0		%	5.0		%	5.0		%

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at June 30, 2024 are as follows:


Year
July 1, 2024 to December 31, 2024	$	2,875
2025	4,589
2026	3,990
2027	2,921
2028	2,298
2029	1,839
Thereafter	5,805
Total minimum lease payments	$	24,317

LEASES

Right of use assets and lease liabilities at June 30, 2024 and December 31, 2023 are summarized as follows:


Right of use assets	June 30, 2024		December 31, 2023
Operating leases	$	16,469	$	17,763
Finance leases	1,976		2,101
Total	$	18,445	$	19,864


Lease liabilities - current	June 30, 2024		December 31, 2023
Operating leases	$	3,589	$	3,949
Finance leases	249		272
Total	$	3,838	$	4,221


Lease liabilities - non-current	June 30, 2024		December 31, 2023
Operating leases	$	13,666	$	14,601
Finance leases	1,847		1,943
Total	$	15,513	$	16,544


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Lease Cost
Operating lease cost	$	1,351		$	1,376		$	2,692		$	2,646

Finance lease cost
Amortization of ROU asset	60			60			120			120
Interest on lease liabilities	27			29			54			58
Total finance lease	87			89			174			178

Total lease cost	$	1,438		$	1,465		$	2,866		$	2,824

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,361		$	1,151		$	2,694		$	2,209
Operating cash flows from finance leases	27			29			54			58
Financing cash flows from finance leases	54			55			111			110
	$	1,442		$	1,235		$	2,859		$	2,377

Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed	$	766		$	2,148		$	1,164		$	2,605

Weighted-average remaining lease term - operating leases	9.17 years			5.41 years			9.17 years			5.41 years
Weighted-average remaining lease term - finance leases	8.65 years			9.51 years			8.65 years			9.51 years

Weighted-average discount rate - operating leases	7.5		%	4.1		%	7.5		%	4.1		%
Weighted-average discount rate - finance leases	5.0		%	5.0		%	5.0		%	5.0		%

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at June 30, 2024 are as follows:


Year
July 1, 2024 to December 31, 2024	$	2,875
2025	4,589
2026	3,990
2027	2,921
2028	2,298
2029	1,839
Thereafter	5,805
Total minimum lease payments	$	24,317

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES


	Location within Statements of Comprehensive Income	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023

Cash flow hedge (interest rate swap), net of tax	Unrealized (loss) on cash flow hedge, net	$	(554)	$	(1,065)
Net investment hedge (cross-currency swap), net of tax	Net foreign currency translation adjustment	(434)		(1,455)
Total		$	(988)	$	(2,520)

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net earnings	$ 32,069	$ 28,986	$ 30,110	$ 22,710	$ 61,055	$ 52,820

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Policies)	6 Months Ended
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Policies)	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Issued Accounting Standards In December 2023, the FASB issued Accounting Standards Update ("ASU") 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid. The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The amendment in this update should be applied on a prospective basis, with retrospective application permitted. The Company is in the process of evaluating the impact that the adoption of ASU 2023-09 will have to the financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures." The ASU expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss. The ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment's profit or loss in assessing segment performance and deciding how to allocate resources. Additionally, ASU 2023-07 requires all segment profit or loss and assets disclosures to be provided on an annual and interim basis. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning December 15, 2024. Early adoption is permitted and the amendments must be applied retrospectively to all prior periods presented. The adoption of this guidance will not affect the Company's consolidated results of operations, financial position or cash flows. The Company is currently evaluating the effect the guidance will have on its disclosures. Recently Adopted Accounting Standards In August 2023, the FASB issued 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.

STOCKHOLDERS' EQUITY (Tables)

6 Months Ended

Jun. 30, 2024

Stockholders' Equity Note [Abstract]

Schedule of Compensation Cost on Net Earnings


	Increase/(Decrease) for the				Increase/(Decrease) for the
	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Cost of sales	$	425	$	545	$	825	$	959
Operating expenses	3,461		3,203		7,811		7,559
Net earnings	(2,974)		(2,881)		(6,627)		(6,563)

Schedule of Stock Option Activity

Option activity for the six months ended June 30, 2024 and 2023 is summarized below:


For the Six Months Ended June 30, 2024	Shares (000s)	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding as of December 31, 2023	1,078	$	104.38	$	47,889
Granted	113	143.43
Exercised	(137)	70.75
Forfeited	(2)	137.06
Canceled	—	—
Outstanding as of June 30, 2024	1,052	$	112.90	$	43,199	6.0

Exercisable as of June 30, 2024	687	$	98.31	$	38,241	4.7


For the Six Months Ended June 30, 2023	Shares (000s)	Weighted Average Exercise Price		Aggregate Intrinsic Value		Weighted Average Remaining Contractual Term
Outstanding as of December 31, 2022	1,045	$	99.82	$	27,221
Granted	109	138.09
Exercised	(46)	83.43
Forfeited	(11)	131.79
Canceled	(1)	138.07
Outstanding as of June 30, 2023	1,096	$	103.96	$	35,430	6.2

Exercisable as of June 30, 2023	728	$	87.95	$	34,170	4.8

Schedule of Other Information Pertaining to Stock Option Activity

Other information pertaining to option activity during the three and six months ended June 30, 2024 and 2023 is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Weighted-average fair value of options granted	$	—	$	—	$	44.52	$	40.91
Total intrinsic value of stock options exercised ($000s)	$	944	$	597	$	11,321	$	2,181

Schedule of Non-vested Restricted Stock Activity

Non-vested restricted stock activity for the six months ended June 30, 2024 and 2023 is summarized below:


	Six Months Ended June 30,
	2024			2023
	Shares (000s)	Weighted Average Grant Date Fair Value		Shares (000s)	Weighted Average Grant Date Fair Value
Non-vested balance as of December 31	116	$	133.06	122	$	124.42
Granted	37	143.78		39	137.48
Vested	(32)	119.11		(32)	110.95
Forfeited	(2)	132.81		(4)	128.06
Non-vested balance as of June 30	119	$	140.14	125	$	131.76

Schedule of Non-vested Performance Share Activity

Non-vested performance share activity for the six months ended June 30, 2024 and 2023 is summarized below:


	Six Months Ended June 30,
	2024			2023
	Shares (000s)	Weighted Average Grant Date Fair Value		Shares (000s)	Weighted Average Grant Date Fair Value
Non-vested balance as of December 31	76	$	135.25	70	$	127.69
Granted	47	152.28		42	139.66
Vested	(44)	106.57		(36)	98.84
Forfeited	—	—		—	—
Non-vested balance as of June 30	79	$	150.73	76	$	135.25

INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of Inventories

Inventories, net of reserves at June 30, 2024 and December 31, 2023 consisted of the following:


	June 30, 2024		December 31, 2023
Raw materials	$	36,069	$	39,517
Work in progress	6,175		3,960
Finished goods	74,855		66,044
Total inventories	$	117,099	$	109,521

PROPERTY, PLANT AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property, Plant and Equipment

Property, plant and equipment at June 30, 2024 and December 31, 2023 are summarized as follows:


	June 30, 2024		December 31, 2023
Land	$	11,612	$	11,787
Building	103,940		104,363
Equipment	311,096		312,704
Construction in progress	65,639		59,981
	492,287		488,835
Less: accumulated depreciation	219,748		212,796
Property, plant and equipment, net	$	272,539	$	276,039

INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Identifiable Intangible Assets

Identifiable intangible assets with finite lives at June 30, 2024 and December 31, 2023 are summarized as follows:


	Amortization Period (in years)	Gross Carrying Amount at June 30, 2024		Accumulated Amortization at June 30, 2024		Gross Carrying Amount at December 31, 2023		Accumulated Amortization at December 31, 2023
Customer relationships & lists	10-20	$	358,082	$	216,998	$	362,032	$	209,651
Trademarks & trade names	2-17	50,112		39,754		50,286		37,773
Developed technology	5-12	40,638		18,308		41,184		17,516
Other	2-18	26,004		23,674		25,733		23,083
		$	474,836	$	298,734	$	479,235	$	288,023

NET EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Reconciliation of 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 June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net Earnings - Basic and Diluted	$	32,069	$	30,110	$	61,055	$	52,820

Shares (000s)
Weighted Average Common Shares - Basic	32,310		32,110		32,280		32,094
Effect of Dilutive Securities – Stock Options, Restricted Stock, and Performance Shares	339		324		358		330
Weighted Average Common Shares - Diluted	32,649		32,434		32,638		32,424

Net Earnings Per Share - Basic	$	0.99	$	0.94	$	1.89	$	1.65
Net Earnings Per Share - Diluted	$	0.98	$	0.93	$	1.87	$	1.63

SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information

The segment information is summarized as follows:


Business Segment Assets	June 30, 2024		December 31, 2023
Human Nutrition and Health	$	1,171,962	$	1,180,527
Animal Nutrition and Health	155,919		166,994
Specialty Products	166,306		168,307
Other and Unallocated (1)	80,779		81,383
Total	$	1,574,966	$	1,597,211


Business Segment Net Sales	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	147,928	$	135,669	$	300,672	$	268,322
Animal Nutrition and Health	49,557		61,329		103,478		126,218
Specialty Products	35,094		32,726		66,707		64,957
Other and Unallocated (2)	1,502		1,528		2,883		4,295
Total	$	234,081	$	231,252	$	473,740	$	463,792


Business Segment Earnings Before Income Taxes	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	33,367	$	27,499	$	66,624	$	45,934
Animal Nutrition and Health	2,693		7,662		4,753		17,160
Specialty Products	11,228		9,298		19,427		17,244
Other and Unallocated (2)	(1,491)		(1,623)		(3,331)		(3,094)
Interest and other expenses	(4,571)		(4,436)		(9,397)		(9,725)
Total	$	41,226	$	38,400	$	78,076	$	67,519


Depreciation/Amortization	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Human Nutrition and Health	$	8,386	$	9,265	$	17,926	$	18,927
Animal Nutrition and Health	2,096		2,123		4,198		3,768
Specialty Products	1,765		1,811		3,544		3,609
Other and Unallocated (2)	259		229		506		770
Total	$	12,506	$	13,428	$	26,174	$	27,074


Capital Expenditures	Six Months Ended June 30,
	2024		2023
Human Nutrition and Health	$	7,697	$	13,785
Animal Nutrition and Health	4,332		2,130
Specialty Products	1,245		1,447
Other and Unallocated (2)	173		151
Total	$	13,447	$	17,513


(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 of $132 and $572 for the three and six months ended June 30, 2024, respectively, and $651 and $1,216 for the three and six months ended June 30, 2023, respectively, and (ii) Unallocated amortization expense of $0 and $0 for the three and six months ended June 30, 2024, respectively, and $0 and $312 for the three and six months ended June 30, 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.

REVENUE (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Revenues Disaggregated by Revenue Source

The following table presents revenues disaggregated by revenue source. Sales and usage-based taxes are excluded from revenues.


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Product Sales Revenue	$	233,726	$	230,473	$	472,852	$	462,233
Royalty Revenue	355		779		888		1,559
Total Revenue	$	234,081	$	231,252	$	473,740	$	463,792

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
United States	$	177,692	$	171,450	$	359,778	$	338,334
Foreign Countries	56,389		59,802		113,962		125,458
Total Revenue	$	234,081	$	231,252	$	473,740	$	463,792

SUPPLEMENTAL CASH FLOW INFORMATION (Tables)

6 Months Ended

Jun. 30, 2024

Supplemental Cash Flow Information [Abstract]

Schedule of Supplemental Cash Flow Information

Cash paid during the six months ended June 30, 2024 and 2023 for income taxes and interest is as follows:


	Six Months Ended June 30,
	2024		2023
Income taxes	$	19,140	$	20,471
Interest	$	10,155	$	13,454

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME (Tables)

6 Months Ended

Jun. 30, 2024

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Changes in Accumulated Other Comprehensive Loss

The changes in accumulated other comprehensive (loss) income were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net foreign currency translation adjustment	$	(3,260)	$	(1,116)	$	(15,977)	$	8,308

Net change of cash flow hedge (see Note 19 for further information)
Unrealized loss on cash flow hedge	—		(730)		—		(1,406)
Tax	—		176		—		341
Net of tax	—		(554)		—		(1,065)

Net change in postretirement benefit plan (see Note 14 for further information)
Amortization of (gain) loss	(2)		2		(5)		4
Prior service loss arising during the period	—		—		206		132
Total before tax	(2)		2		201		136
Tax	—		—		(49)		(34)
Net of tax	(2)		2		152		102

Total other comprehensive (loss) income	$	(3,262)	$	(1,668)	$	(15,825)	$	7,345

Schedule of Accumulated Other Comprehensive (Loss) Income

Accumulated other comprehensive (loss) income at June 30, 2024 and December 31, 2023 consisted of the following:


	Foreign currency translation adjustment		Cash flow hedge		Postretirement benefit plan		Total
Balance December 31, 2023	$	8,408	$	—	$	283	$	8,691
Other comprehensive (loss) income	(15,977)		—		152		(15,825)
Balance June 30, 2024	$	(7,569)	$	—	$	435	$	(7,134)

EMPLOYEE BENEFIT PLANS (Tables)

6 Months Ended

Jun. 30, 2024

Retirement Benefits [Abstract]

Schedule of Net Periodic Benefit Cost

Net periodic benefit costs for such retirement medical plans were as follows:


	Six Months Ended June 30,
	2024		2023
Service cost	$	56	$	54
Interest cost	28		31
Amortization of (gain) loss	(5)		4
Net periodic benefit cost	$	79	$	89

Net periodic benefit costs for such benefit pension plans were as follows:


	Six Months Ended June 30,
	2024		2023
Service cost with interest to end of year	$	37	$	32
Interest cost	28		32
Expected return on plan assets	(21)		(21)
Total net periodic benefit cost	$	44	$	43

LEASES (Tables)

6 Months Ended

Jun. 30, 2024

Leases [Abstract]

Summary of Right of Use Assets and Lease Liabilities

Right of use assets and lease liabilities at June 30, 2024 and December 31, 2023 are summarized as follows:


Right of use assets	June 30, 2024		December 31, 2023
Operating leases	$	16,469	$	17,763
Finance leases	1,976		2,101
Total	$	18,445	$	19,864


Lease liabilities - current	June 30, 2024		December 31, 2023
Operating leases	$	3,589	$	3,949
Finance leases	249		272
Total	$	3,838	$	4,221


Lease liabilities - non-current	June 30, 2024		December 31, 2023
Operating leases	$	13,666	$	14,601
Finance leases	1,847		1,943
Total	$	15,513	$	16,544


	Three Months Ended June 30,						Six Months Ended June 30,
	2024			2023			2024			2023
Lease Cost
Operating lease cost	$	1,351		$	1,376		$	2,692		$	2,646

Finance lease cost
Amortization of ROU asset	60			60			120			120
Interest on lease liabilities	27			29			54			58
Total finance lease	87			89			174			178

Total lease cost	$	1,438		$	1,465		$	2,866		$	2,824

Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	1,361		$	1,151		$	2,694		$	2,209
Operating cash flows from finance leases	27			29			54			58
Financing cash flows from finance leases	54			55			111			110
	$	1,442		$	1,235		$	2,859		$	2,377

Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed	$	766		$	2,148		$	1,164		$	2,605

Weighted-average remaining lease term - operating leases	9.17 years			5.41 years			9.17 years			5.41 years
Weighted-average remaining lease term - finance leases	8.65 years			9.51 years			8.65 years			9.51 years

Weighted-average discount rate - operating leases	7.5		%	4.1		%	7.5		%	4.1		%
Weighted-average discount rate - finance leases	5.0		%	5.0		%	5.0		%	5.0		%

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 June 30, 2024 are as follows:


Year
July 1, 2024 to December 31, 2024	$	2,875
2025	4,589
2026	3,990
2027	2,921
2028	2,298
2029	1,839
Thereafter	5,805
Total minimum lease payments	$	24,317

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 June 30, 2024 are as follows:


Year
July 1, 2024 to December 31, 2024	$	2,875
2025	4,589
2026	3,990
2027	2,921
2028	2,298
2029	1,839
Thereafter	5,805
Total minimum lease payments	$	24,317

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES (Tables)

6 Months Ended

Jun. 30, 2024

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Gains (Losses) on Hedging Instruments


	Location within Statements of Comprehensive Income	Three Months Ended June 30, 2023		Six Months Ended June 30, 2023

Cash flow hedge (interest rate swap), net of tax	Unrealized (loss) on cash flow hedge, net	$	(554)	$	(1,065)
Net investment hedge (cross-currency swap), net of tax	Net foreign currency translation adjustment	(434)		(1,455)
Total		$	(988)	$	(2,520)

STOCKHOLDERS' EQUITY - Schedule of Stock-Based Compensation (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jun. 22, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Net earnings		$ (2,974)	$ (2,881)	$ (6,627)	$ (6,563)
Expiration period of options granted				10 years
Shares available for future awards (in shares)		841,101		841,101
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		$ 425	545	$ 825	959
Operating expenses
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items]
Stock-based compensation cost		$ 3,461	$ 3,203	$ 7,811	$ 7,559

STOCKHOLDERS' EQUITY - Schedule of Stock Options / Other Information Pertaining to Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding [Roll Forward]
Outstanding at beginning of period (in shares)			1,078	1,045
Granted (in shares)			113	109
Exercised (in shares)			(137)	(46)
Forfeited (in shares)			(2)	(11)
Canceled (in shares)			0	(1)
Outstanding at end of period (in shares)	1,052	1,096	1,052	1,096
Exercisable at end of period (in shares)	687	728	687	728
Weighted Average Exercise Price
Outstanding at beginning of period (in dollars per share)			$ 104.38	$ 99.82
Granted (in dollars per share)			143.43	138.09
Exercised (in dollars per share)			70.75	83.43
Forfeited (in dollars per share)			137.06	131.79
Canceled (in dollars per share)			0	138.07
Outstanding at end of period (in dollars per share)	$ 112.90	$ 103.96	112.90	103.96
Exercisable at end of period (in dollars per share)	$ 98.31	$ 87.95	$ 98.31	$ 87.95
Aggregate intrinsic value, outstanding, beginning of period			$ 47,889	$ 27,221
Aggregate intrinsic value, outstanding, end of period	$ 43,199	$ 35,430	43,199	35,430
Aggregate intrinsic value, exercisable, end of period	$ 38,241	$ 34,170	$ 38,241	$ 34,170
Weighted average remaining contractual term, outstanding			6 years	6 years 2 months 12 days
Weighted average remaining contractual term, exercisable			4 years 8 months 12 days	4 years 9 months 18 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	$ 0	$ 44.52	$ 40.91
Total intrinsic value of stock options exercised	$ 944	$ 597	$ 11,321	$ 2,181
Stock options
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Dividend yield rate			0.60%	0.50%
Expected volatility rate			28.00%	28.00%
Risk-free interest rate			4.10%	3.90%
Expected term			5 years	4 years 9 months 18 days

STOCKHOLDERS' EQUITY - Schedule of Restricted Stock and Performance Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Unrecognized compensation cost	$ 26,557	$ 26,244
Period for unrecognized compensation cost to be recognized over	1 year 10 months 24 days
Estimated share-based compensation expense	$ 16,700
Restricted stock
Shares
Non-vested balance as of beginning of period (in shares)	116	122
Granted (in shares)	37	39
Vested (in shares)	(32)	(32)
Forfeited (in shares)	(2)	(4)
Non-vested balance as of end of period (in shares)	119	125
Weighted Average Grant Date Fair Value
Non-vested balance as of beginning of period (in dollars per share)	$ 133.06	$ 124.42
Granted (in dollars per share)	143.78	137.48
Vested (in dollars per share)	119.11	110.95
Forfeited (in dollars per share)	132.81	128.06
Non-vested balance as of end of period (in dollars per share)	$ 140.14	$ 131.76
Performance shares
Shares
Non-vested balance as of beginning of period (in shares)	76	70
Granted (in shares)	47	42
Vested (in shares)	(44)	(36)
Forfeited (in shares)	0	0
Non-vested balance as of end of period (in shares)	79	76
Weighted Average Grant Date Fair Value
Non-vested balance as of beginning of period (in dollars per share)	$ 135.25	$ 127.69
Granted (in dollars per share)	152.28	139.66
Vested (in dollars per share)	106.57	98.84
Forfeited (in dollars per share)	0	0
Non-vested balance as of end of period (in dollars per share)	$ 150.73	$ 135.25
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract]
Risk-free interest rate	4.20%	4.20%
Dividend yield rate	0.00%	0.50%
Expected volatility rate	25.00%	32.00%
Initial TSR	10.30%	4.20%
Cliff vest	100.00%
Holding period of grants	1 year

STOCKHOLDERS' EQUITY - Repurchase of Common Stock (Details) - $ / shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
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)	3,139,300
Number of shares acquired under stock repurchase plan and subsequently reissued (in shares)	36,194	28,676
Treasury stock acquired, average cost (in dollars per share)	$ 144.04	$ 136.85

INVENTORIES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 36,069	$ 39,517
Work in progress	6,175	3,960
Finished goods	74,855	66,044
Total inventories	$ 117,099	$ 109,521

PROPERTY, PLANT AND EQUIPMENT - Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Gross property, plant and equipment	$ 492,287	$ 488,835
Less: accumulated depreciation	219,748	212,796
Property, plant and equipment, net	272,539	276,039
Land
Property, Plant and Equipment [Abstract]
Gross property, plant and equipment	11,612	11,787
Building
Property, Plant and Equipment [Abstract]
Gross property, plant and equipment	103,940	104,363
Equipment
Property, Plant and Equipment [Abstract]
Gross property, plant and equipment	311,096	312,704
Construction in progress
Property, Plant and Equipment [Abstract]
Gross property, plant and equipment	$ 65,639	$ 59,981

PROPERTY, PLANT AND EQUIPMENT - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Restructuring-related impairment charges	$ 0	$ 6,146,000	$ 0	$ 6,146,000

INTANGIBLE ASSETS - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
INTANGIBLE ASSETS - Narrative (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill	$ 770,026,000		$ 770,026,000		$ 778,907,000
Amortization of identifiable intangible assets	5,243,000	$ 6,892,000	11,585,000	$ 14,185,000
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]
Remainder of 2024	7,530,000		7,530,000
2025	15,645,000		15,645,000
2026	15,434,000		15,434,000
2027	14,907,000		14,907,000
2028	14,509,000		14,509,000
2029	14,086,000		14,086,000
Identifiable intangible assets with indefinite useful lives	$ 0		$ 0		$ 0

INTANGIBLE ASSETS - Schedule of Identifiable Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Identifiable intangible assets [Abstract]
Gross Carrying Amount	$ 474,836	$ 479,235
Accumulated Amortization	298,734	288,023
Customer relationships & lists
Identifiable intangible assets [Abstract]
Gross Carrying Amount	358,082	362,032
Accumulated Amortization	$ 216,998	209,651
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	$ 50,112	50,286
Accumulated Amortization	$ 39,754	37,773
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	$ 40,638	41,184
Accumulated Amortization	$ 18,308	17,516
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	$ 26,004	25,733
Accumulated Amortization	$ 23,674	$ 23,083
Other \| Minimum
Identifiable intangible assets [Abstract]
Amortization Period (in years)	2 years
Other \| Maximum
Identifiable intangible assets [Abstract]
Amortization Period (in years)	18 years

EQUITY METHOD INVESTMENT (Details) $ in Thousands	3 Months Ended		6 Months Ended
EQUITY METHOD INVESTMENT (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) vote	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2013
Equity Method Investment, Summarized Financial Information [Abstract]
Number of votes \| vote			2
Percentage of operating expenses to be absorbed			66.66%
Percentage of production offtake			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	$ 122	$ 139	$ 243	$ 278
Capital contributions	38	$ 16	80	$ 72
Carrying value of joint venture	$ 3,912		$ 3,912		$ 4,076
St. Gabriel CC Company, LLC \| Eastman Chemical Company
Equity Method Investment, Summarized Financial Information [Abstract]
Ownership percentage in joint venture						33.34%

REVOLVING LOAN (Details) - USD ($)	3 Months Ended		6 Months Ended
REVOLVING LOAN (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Jul. 27, 2022
Debt Instrument [Line Items]
Capitalized costs net of accumulated amortization	$ 886,000		$ 886,000		$ 1,030,000
Amortization expense pertaining to capitalized costs	73,000	$ 73,000	144,000	$ 144,000
Revolving loan \| Revolving
Debt Instrument [Line Items]
Maximum borrowing capacity						$ 550,000,000
Outstanding balance	$ 266,569,000		266,569,000		$ 309,569,000
Installment payments required			$ 0
Credit agreement
Debt Instrument [Line Items]
Interest rate	6.569%		6.569%
Commitment fee percentage			0.175%
Unused portion of revolving loan	$ 283,431,000		$ 283,431,000
Credit agreement \| Minimum
Debt Instrument [Line Items]
Commitment fee percentage			0.15%
Credit agreement \| Maximum
Debt Instrument [Line Items]
Commitment fee percentage			0.225%

NET EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Earnings Per Share [Abstract]
Net Earnings - Basic and Diluted	$ 32,069	$ 28,986	$ 30,110	$ 22,710	$ 61,055	$ 52,820
Weighted Average Common Shares - Basic (in shares)	32,310,000		32,110,000		32,280,000	32,094,000
Effect of Dilutive Securities - Stock Options, Restricted Stock, and Performance Shares (in shares)	339,000		324,000		358,000	330,000
Weighted Average Common Shares - Diluted (in shares)	32,649,000		32,434,000		32,638,000	32,424,000
Net Earnings Per Share - Basic (in dollars per share)	$ 0.99		$ 0.94		$ 1.89	$ 1.65
Net Earnings Per Share - Diluted (in dollars per share)	$ 0.98		$ 0.93		$ 1.87	$ 1.63
Anti-dilutive shares (in shares)	339,366		352,759		357,534	391,269

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate	22.20%	21.60%	21.80%	21.80%
Unrecognized tax benefits	$ 4,766		$ 4,766		$ 4,650
Accrued interest and penalties related to unrecognized tax benefits	$ 1,530		$ 1,530		$ 1,413

SEGMENT INFORMATION - Narrative (Details)	6 Months Ended
SEGMENT INFORMATION - Narrative (Details)	Jun. 30, 2024 segment
Segment Reporting [Abstract]
Reportable segments	3

SEGMENT INFORMATION - Schedule of Business Segment Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Segment information [Abstract]
Assets	$ 1,574,966	$ 1,597,211
Operating Segments \| Human Nutrition and Health
Segment information [Abstract]
Assets	1,171,962	1,180,527
Operating Segments \| Animal Nutrition and Health
Segment information [Abstract]
Assets	155,919	166,994
Operating Segments \| Specialty Products
Segment information [Abstract]
Assets	166,306	168,307
Other and Unallocated
Segment information [Abstract]
Assets	$ 80,779	$ 81,383

SEGMENT INFORMATION - Schedule of Business Segment Net Sales (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment information [Abstract]
Net sales	$ 234,081	$ 231,252	$ 473,740	$ 463,792
Operating Segments \| Human Nutrition and Health
Segment information [Abstract]
Net sales	147,928	135,669	300,672	268,322
Operating Segments \| Animal Nutrition and Health
Segment information [Abstract]
Net sales	49,557	61,329	103,478	126,218
Operating Segments \| Specialty Products
Segment information [Abstract]
Net sales	35,094	32,726	66,707	64,957
Other and Unallocated
Segment information [Abstract]
Net sales	$ 1,502	$ 1,528	$ 2,883	$ 4,295

SEGMENT INFORMATION - Schedule of Business Segment Earnings Before Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment Reporting Information [Line Items]
Earnings before income taxes	$ 41,226	$ 38,400	$ 78,076	$ 67,519
Interest and other expenses	(4,571)	(4,436)	(9,397)	(9,725)
Operating Segments \| Human Nutrition and Health
Segment Reporting Information [Line Items]
Earnings before income taxes	33,367	27,499	66,624	45,934
Operating Segments \| Animal Nutrition and Health
Segment Reporting Information [Line Items]
Earnings before income taxes	2,693	7,662	4,753	17,160
Operating Segments \| Specialty Products
Segment Reporting Information [Line Items]
Earnings before income taxes	11,228	9,298	19,427	17,244
Other and Unallocated
Segment Reporting Information [Line Items]
Earnings before income taxes	(1,491)	(1,623)	(3,331)	(3,094)
Interest and other expenses
Segment Reporting Information [Line Items]
Interest and other expenses	$ (4,571)	$ (4,436)	$ (9,397)	$ (9,725)

SEGMENT INFORMATION - Schedule of Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment information [Abstract]
Depreciation and amortization	$ 12,506	$ 13,428	$ 26,174	$ 27,074
Operating Segments \| Human Nutrition and Health
Segment information [Abstract]
Depreciation and amortization	8,386	9,265	17,926	18,927
Operating Segments \| Animal Nutrition and Health
Segment information [Abstract]
Depreciation and amortization	2,096	2,123	4,198	3,768
Operating Segments \| Specialty Products
Segment information [Abstract]
Depreciation and amortization	1,765	1,811	3,544	3,609
Other and Unallocated
Segment information [Abstract]
Depreciation and amortization	$ 259	$ 229	$ 506	$ 770

SEGMENT INFORMATION - Schedule of Capital Expenditures (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Segment information [Abstract]
Capital expenditures			$ 13,447	$ 17,513
Amortization of identifiable intangible assets	$ 5,243	$ 6,892	11,585	14,185
Other and Unallocated
Segment information [Abstract]
Capital expenditures			173	151
Transaction and integration related costs	132	651	572	1,216
Amortization of identifiable intangible assets	$ 0	$ 0	0	312
Human Nutrition and Health \| Operating Segments
Segment information [Abstract]
Capital expenditures			7,697	13,785
Animal Nutrition and Health \| Operating Segments
Segment information [Abstract]
Capital expenditures			4,332	2,130
Specialty Products \| Operating Segments
Segment information [Abstract]
Capital expenditures			$ 1,245	$ 1,447

REVENUE (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
REVENUE (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Net sales	$ 234,081	$ 231,252	$ 473,740	$ 463,792
United States
Disaggregation of Revenue [Line Items]
Net sales	177,692	171,450	359,778	338,334
Foreign Countries
Disaggregation of Revenue [Line Items]
Net sales	56,389	59,802	113,962	125,458
Product Sales Revenue
Disaggregation of Revenue [Line Items]
Net sales	233,726	230,473	472,852	462,233
Royalty Revenue
Disaggregation of Revenue [Line Items]
Net sales	$ 355	$ 779	$ 888	$ 1,559

SUPPLEMENTAL CASH FLOW INFORMATION (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Supplemental Cash Flow Information [Abstract]
Income taxes	$ 19,140	$ 20,471
Interest	$ 10,155	$ 13,454

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Schedule of Changes in Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Net foreign currency translation adjustment	$ (3,260)		$ (1,116)		$ (15,977)	$ 8,308
Unrealized loss on cash flow hedge	0		(730)		0	(1,406)
Tax	0		176		0	341
Net of tax	0		(554)		0	(1,065)
Net change in postretirement benefit plan (see Note 14 for further information)
Amortization of (gain) loss	(2)		2		(5)	4
Prior service loss arising during the period	0		0		206	132
Total before tax	(2)		2		201	136
Tax	0		0		(49)	(34)
Net of tax	(2)		2		152	102
Other comprehensive (loss) income	$ (3,262)	$ (12,563)	$ (1,668)	$ 9,013	$ (15,825)	$ 7,345

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency translation adjustment	$ (3,260)	$ (1,116)	$ (15,977)	$ 8,308
Currency swap
Accumulated Other Comprehensive Income (Loss) [Line Items]
Foreign currency translation adjustment		(434)		(1,455)
Net foreign currency translation adjustment tax benefit (expense)		$ 782		$ 1,114

ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME - Schedule of Components of Accumulated Other Comprehensive (Loss) Income (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Jun. 30, 2023
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	$ 1,078,791	$ 1,053,984	$ 973,416	$ 938,284	$ 1,053,984	$ 938,284
Other comprehensive (loss) income	(3,262)	(12,563)	(1,668)	9,013	(15,825)	7,345
Ending balance	1,112,364	1,078,791	1,006,903	973,416	1,112,364	1,006,903
Total
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance	(3,872)	8,691	1,859	(7,154)	8,691	(7,154)
Other comprehensive (loss) income	(3,262)	(12,563)	(1,668)	9,013
Ending balance	(7,134)	(3,872)	$ 191	$ 1,859	(7,134)	$ 191
Foreign currency translation adjustment
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance		8,408			8,408
Other comprehensive (loss) income					(15,977)
Ending balance	(7,569)				(7,569)
Cash flow hedge
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance		0			0
Other comprehensive (loss) income					0
Ending balance	0				0
Postretirement benefit plan
AOCI Attributable to Parent, Net of Tax [Roll Forward]
Beginning balance		$ 283			283
Other comprehensive (loss) income					152
Ending balance	$ 435				$ 435

EMPLOYEE BENEFIT PLANS - Narrative (Details) $ in Thousands	6 Months Ended
EMPLOYEE BENEFIT PLANS - Narrative (Details) $ in Thousands	Jun. 30, 2024 USD ($) plan	Dec. 31, 2023 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Number of savings plans \| plan	1
Number of defined benefit plans \| plan	2
Deferred compensation liability	$ 10,965	$ 10,188
Noncurrent deferred compensation liability	10,946
Current deferred compensation liability	19
Level 1
Defined Benefit Plan Disclosure [Line Items]
Related rabbi trust assets	10,962	10,188
Postretirement Medical Plans
Defined Benefit Plan Disclosure [Line Items]
Benefit obligation	1,336	1,395
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	$ 393	$ 420

EMPLOYEE BENEFIT PLANS - Schedule of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Postretirement Medical Plans
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	$ 56	$ 54
Interest cost	28	31
Amortization of (gain) loss	(5)	4
Net periodic benefit cost	79	89
Defined Benefit Pension Plans \| Chemogas Defined Pension Plan
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract]
Service cost	37	32
Interest cost	28	32
Expected return on plan assets	(21)	(21)
Net periodic benefit cost	$ 44	$ 43

FAIR VALUE OF FINANCIAL INSTRUMENTS (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2024 USD ($) financial_instrument	Dec. 31, 2023 USD ($)
Fair value of financial instruments [Abstract]
Number of financial instruments held for trading purposes \| financial_instrument	0
Level 1
Fair value of financial instruments [Abstract]
Related rabbi trust assets	$ 10,962	$ 10,188
Level 3
Fair value of financial instruments [Abstract]
Contingent consideration liabilities	9	100
Money market funds
Fair value of financial instruments [Abstract]
Cash and cash equivalents	$ 5,472	$ 959

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Cost of sales	$ 151,087	$ 153,903	$ 309,232	$ 313,273
Receivables	123,400		123,400		$ 125,284
Payables	54,501		54,501		55,503
St. Gabriel CC Company, LLC
Related Party Transaction [Line Items]
Cost of sales	5,713	8,223	10,684	16,295
Receivables	2,959		2,959		8,314
Payables to related parties	2,096		2,096		6,050
St. Gabriel CC Company, LLC \| Non-contractual Monies Owed
Related Party Transaction [Line Items]
Payables	296		296		$ 329
St. Gabriel CC Company, LLC \| Services provided
Related Party Transaction [Line Items]
Cost of sales	1,120	1,028	2,212	2,200
St. Gabriel CC Company, LLC \| Raw materials sold
Related Party Transaction [Line Items]
Cost of sales	$ 7,301	$ 9,782	$ 13,633	$ 19,795

LEASES - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
LEASES - Narrative (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) tranche	Jun. 30, 2023 USD ($)
Lessee, Lease, Description [Line Items]
Number of tranches \| tranche			4
Rent expense charged to operations under lease agreements \| $	$ 1,351	$ 1,376	$ 2,692	$ 2,646
Years 1 and 2
Lessee, Lease, Description [Line Items]
Discount rate	6.73%		6.73%
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	7.32%		7.32%
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	7.66%		7.66%
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	8.38%		8.38%

LEASES - Schedule of Right-of-Use Assets and Lease Liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Right of use assets
Operating leases	$ 16,469	$ 17,763
Finance leases	1,976	2,101
Total	18,445	19,864
Operating leases liabilities - current	3,589	3,949
Finance lease liabilities - current	249	272
Total lease liabilities, current	3,838	4,221
Operating leases liabilities - non-current	13,666	14,601
Finance lease liabilities - non-current	1,847	1,943
Total lease liabilities, non-current	$ 15,513	$ 16,544

LEASES - Schedule of Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Lease Cost
Operating lease cost	$ 1,351	$ 1,376	$ 2,692	$ 2,646
Amortization of ROU asset	60	60	120	120
Interest on lease liabilities	27	29	54	58
Total finance lease	87	89	174	178
Total lease cost	1,438	1,465	2,866	2,824
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	1,361	1,151	2,694	2,209
Operating cash flows from finance leases	27	29	54	58
Financing cash flows from finance leases	54	55	111	110
Cash flows from operating and finance leases	1,442	1,235	2,859	2,377
Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed	$ 766	$ 2,148	$ 1,164	$ 2,605
Weighted-average remaining lease term - operating leases	9 years 2 months 1 day	5 years 4 months 28 days	9 years 2 months 1 day	5 years 4 months 28 days
Weighted-average remaining lease term - finance leases	8 years 7 months 24 days	9 years 6 months 3 days	8 years 7 months 24 days	9 years 6 months 3 days
Weighted-average discount rate - operating leases	7.50%	4.10%	7.50%	4.10%
Weighted-average discount rate - finance leases	5.00%	5.00%	5.00%	5.00%

LEASES - Schedule of Aggregate Future Minimum Rental Payments Required under Non-Cancelable Operating Leases (Details) $ in Thousands	Jun. 30, 2024 USD ($)
Operating And Finance Lease, Liability, To Be Paid [Abstract]
July 1, 2024 to December 31, 2024	$ 2,875
2025	4,589
2026	3,990
2027	2,921
2028	2,298
2029	1,839
Thereafter	5,805
Total minimum lease payments	$ 24,317

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Narrative (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	May 28, 2019
Derivative [Line Items]
Proceeds from settlement		$ 2,740,000
Interest Rate Swap \| Interest expense
Derivative [Line Items]
Net interest income (expense)	$ 0	834,000	$ 0	$ 1,518,000
Designated as hedging instrument \| Interest Rate Swap
Derivative [Line Items]
Notional amount of derivatives					$ 108,569,000
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					$ 108,569,000
Designated as hedging instrument \| Cross-Currency Swap \| Interest expense
Derivative [Line Items]
Net interest income (expense)	$ 0	$ 569,000	$ 0	$ 1,119,000
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%

DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES - Schedule of Gains (Losses) on Hedging Instruments (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Derivative Instruments, Gain (Loss) [Line Items]
Cash flow hedge (interest rate swap), net of tax	$ 0	$ (554)	$ 0	$ (1,065)
Net investment hedge (cross-currency swap), net of tax	$ (3,260)	(1,116)	$ (15,977)	8,308
Total		$ (988)		$ (2,520)
Interest Rate Swap
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Unrealized loss on cash flow hedge		Unrealized loss on cash flow hedge
Cash flow hedge (interest rate swap), net of tax		$ (554)		$ (1,065)
Cross-Currency Swap
Derivative Instruments, Gain (Loss) [Line Items]
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]		Change in postretirement benefit plans		Change in postretirement benefit plans
Net investment hedge (cross-currency swap), net of tax		$ (434)		$ (1,455)