What changed in this filing

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Item 1. Financial Statements

2025-10-21 compared with 2025-07-31 · 171 added, 115 removed, 615 unchanged (32% of the section changed)

3 unchanged sentences

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

Assets June 30, 2025 (unaudited) December 31, 2024

Assets September 30, 2025 December 31, 2024

Current assets:

Cash and cash equivalents $ 65,093 $ 49,515

Accounts receivable, net of allowance for credit losses of $ 837 and $ 909 at June 30, 2025 and December 31, 2024, respectively

Accounts receivable, net of allowance for credit losses of $ 829 and $ 909 at September 30, 2025 and December 31, 2024, respectively

131,542 119,662

34 unchanged sentences

Authorized 120,000,000 shares;

32,455,554 and 32,527,244 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

32,376,314 and 32,527,244 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital 140,995 173,997

8 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

22 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

Net earnings $ 40,289 $ 33,837 $ 115,620 $ 94,892

Other comprehensive income (loss), net of tax:

Other comprehensive income, net of tax:

Foreign currency translation adjustment 85 21,638 65,583 5,661

Change in postretirement benefit plans ( 1 ) ( 1 ) ( 240 ) 151

Other comprehensive income (loss) 43,775 ( 3,262 ) 65,259 ( 15,825 )

Other comprehensive income 84 21,637 65,343 5,812

Comprehensive income $ 40,373 $ 55,474 $ 180,963 $ 100,704

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended June 30, 2025 and 2024

For the Three and Nine Months Ended September 30, 2025 and 2024

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

17 unchanged sentences

Balance - June 30, 2025 $ 1,267,913 $ 1,072,824 $ 41,512 32,455,554 $ 2,165 $ 151,412

Net earnings 40,289 40,289 — — — —

Other comprehensive income 84 — 84 — — —

Repurchases of common stock, including

excise tax ( 15,624 ) — — ( 95,760 ) ( 6 ) ( 15,618 )

Shares and options issued under stock plans 5,202 — — 16,520 1 5,201

Balance - September 30, 2025 $ 1,297,864 $ 1,113,113 $ 41,596 32,376,314 $ 2,160 $ 140,995

See accompanying notes to condensed consolidated financial statements.

BALCHEM CORPORATION

Condensed Consolidated Statements of Changes in Stockholders’ Equity (continued)

For the Three and Nine Months Ended September 30, 2025 and 2024

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

Stockholders'

Equity Retained

Earnings Accumulated

Comprehensive

Income (Loss) Common Stock Additional

Shares Amount

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

11 unchanged sentences

Balance - June 30, 2024 $ 1,112,364 $ 958,543 $ ( 7,134 ) 32,434,858 $ 2,164 $ 158,791

Net earnings 33,837 33,837 — — — —

Other comprehensive income 21,637 — 21,637 — — —

Repurchases of common stock, including

excise tax ( 165 ) — — ( 915 ) — ( 165 )

Shares and options issued under stock plans 9,553 — — 73,773 5 9,548

Balance - September 30, 2024 $ 1,177,226 $ 992,380 $ 14,503 32,507,716 $ 2,169 $ 168,174

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Six Months Ended

Nine Months Ended

September 30,

Cash flows from operating activities:

31 unchanged sentences

Effect of exchange rate changes on cash 5,334 944

Increase (decrease) in cash and cash equivalents 15,912 ( 709 )

Increase in cash and cash equivalents 15,578 9,247

Cash and cash equivalents beginning of period 49,515 64,447

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GAAP” or “GAAP”) governing interim financial statements and the instructions to Form 10-Q and Article 10 of Regulation S-X under the Securities Exchange Act of 1934 (the "Exchange Act") and therefore do not include some information and notes necessary to conform to annual reporting requirements.

The results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the operating results expected for the full year or any interim period.

The results of operations for the three and nine months ended September 30, 2025 are not necessarily indicative of the operating results expected for the full year or any interim period.

Certain reclassifications have been made to prior period amounts to conform with the current period's presentation.

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Stock-Based Compensation

The Company’s results for the three and six months ended June 30, 2025 and 2024 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

The Company’s results for the three and nine months ended September 30, 2025 and 2024 reflected the following stock-based compensation cost, and such compensation cost had the following effects on net earnings:

Increase/(Decrease) for the Increase/(Decrease) for the

Three Months Ended June 30, Six Months Ended June 30,

Three Months Ended September 30, Nine Months Ended September 30,

2025 2024 2025 2024

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The Company has approved and reserved a number of shares to be issued upon exercise of the outstanding options that is adequate to cover all exercises.

As of June 30, 2025, the Plan had 686,270 shares available for future awards.

As of September 30, 2025, the Plan had 680,930 shares available for future awards.

Compensation expense for stock options and stock awards is recognized on a straight-line basis over the vesting period, generally three to five years for stock options, three years for employee restricted stock awards, three years for employee performance share awards, and one to three years for non-employee director restricted stock awards.

Certain awards provide for accelerated vesting if there is a change in control (as defined in the plans) or other qualifying events.

Option activity for the six months ended June 30, 2025 and 2024 is summarized below:

For the Six Months Ended June 30, 2025 Shares (000s) Weighted

Option activity for the nine months ended September 30, 2025 and 2024 is summarized below:

For the Nine Months Ended September 30, 2025 Shares (000s) Weighted

Price Aggregate

4 unchanged sentences

Forfeited ( 3 ) 142.33

Outstanding as of June 30, 2025 945 $ 118.88 $ 38,084 5.6

Exercisable as of June 30, 2025 638 $ 106.87 $ 33,375 4.4

For the Six Months Ended June 30, 2024 Shares (000s) Weighted

Canceled ( 1 ) 139.81

Outstanding as of September 30, 2025 933 $ 119.11 $ 29,374 5.4

Exercisable as of September 30, 2025 661 $ 108.04 $ 27,784 4.3

For the Nine Months Ended September 30, 2024 Shares (000s) Weighted

Price Aggregate

4 unchanged sentences

Forfeited ( 2 ) 137.06

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

Outstanding as of September 30, 2024 991 $ 114.49 $ 60,932 6.0

Exercisable as of September 30, 2024 626 $ 99.39 $ 47,926 4.6

ASC 718 requires companies to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award.

The weighted average fair values of the stock options granted under the Plan were calculated using either the Black-Scholes model or the Binomial model, whichever was deemed to be most appropriate.

For the six months ended June 30, 2025, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:

For the nine months ended September 30, 2025, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:

dividend yields of 0.6 %;

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and expected lives of 5.2 years.

For the six months ended June 30, 2024, the fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions:

For the nine months ended September 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 %;

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Risk-free interest rates are based on the implied yields currently available on U.S.

Treasury zero-coupon issues with a remaining term equal to the expected life.

Other information pertaining to option activity during the three and six months ended June 30, 2025 and 2024 is as follows:

Treasury zero-coupon issues with a remaining term equal to the expected life of the award.

Other information pertaining to option activity during the three and nine months ended September 30, 2025 and 2024 is as follows:

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

1 unchanged sentence

Total intrinsic value of stock options exercised ($000s) $ 621 $ 5,372 $ 5,380 $ 16,693

Non-vested restricted stock activity for the six months ended June 30, 2025 and 2024 is summarized below:

Six Months Ended June 30,

Non-vested restricted stock activity for the nine months ended September 30, 2025 and 2024 is summarized below:

Nine Months Ended September 30,

Shares (000s) Weighted

6 unchanged sentences

Forfeited ( 3 ) 148.11 ( 3 ) 141.23

Non-vested balance as of June 30 145 $ 148.91 119 $ 140.14

Non-vested performance share activity for the six months ended June 30, 2025 and 2024 is summarized below:

Six Months Ended June 30,

Non-vested balance as of September 30 150 $ 149.84 129 $ 141.94

Non-vested performance share activity for the nine months ended September 30, 2025 and 2024 is summarized below:

Nine Months Ended September 30,

Shares (000s) Weighted

6 unchanged sentences

Forfeited ( 4 ) 152.69 — —

Non-vested balance as of June 30 81 $ 160.14 79 $ 150.73

Non-vested balance as of September 30 81 $ 160.14 79 $ 150.73

The Company's performance share (“PS”) awards provide the recipients the right to receive a certain number of shares of the Company’s common stock in the future, subject to an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, or relative total shareholder return ("TSR") where vesting is dependent upon the Company’s TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents.

5 unchanged sentences

volatilities of 26 % and 25 %;

and initial TSR's of - 8.8 % and 10.3 %, in each case for the six months ended June 30, 2025 and 2024, respectively.

and initial TSR's of - 8.8 % and 10.3 %, in each case for the nine months ended September 30, 2025 and 2024, respectively.

Expense is estimated based on the number of shares expected to vest, assuming the requisite service period is rendered and the probable outcome of the performance condition is achieved.

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For PS awards granted in 2024 and 2025, grants are subject to such holding period.

As of June 30, 2025 and 2024, there were $ 26,849 and $ 26,557 , respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans.

As of June 30, 2025, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.6 years.

As of September 30, 2025 and 2024, there were $ 23,995 and $ 24,300 , respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans.

As of September 30, 2025, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.5 years.

The Company estimates that share-based compensation expense for the year ended December 31, 2025 will be approximately $ 18,900 .

7 unchanged sentences

Such repurchases of shares from employees are funded with existing cash on hand.

During the six months ended June 30, 2025, the Company repurchased 237,834 shares from open market purchases and/or withheld shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan at an average cost of $ 162.25 .

During the six months ended June 30, 2024, the Company purchased 36,194 shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan at an average cost of $ 144.04 .

During the nine months ended September 30, 2025, the Company repurchased 333,594 shares from open market purchases and/or withheld shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan at an average cost of $ 161.90 .

During the nine months ended September 30, 2024, the Company purchased 37,109 shares from employees in connection with the tax settlement of vested shares and/or exercised stock options, as applicable, under the Company's omnibus incentive plan at an average cost of $ 144.89 .

NOTE 3 – INVENTORIES

Inventories, net of reserves at June 30, 2025 and December 31, 2024 consisted of the following:

June 30, 2025 December 31, 2024

Inventories, net of reserves at September 30, 2025 and December 31, 2024 consisted of the following:

September 30, 2025 December 31, 2024

Raw materials $ 44,593 $ 45,319

3 unchanged sentences

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment at June 30, 2025 and December 31, 2024 are summarized as follows:

June 30, 2025 December 31, 2024

Property, plant and equipment at September 30, 2025 and December 31, 2024 are summarized as follows:

September 30, 2025 December 31, 2024

Land $ 12,426 $ 11,690

7 unchanged sentences

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" was $ 521 of restructuring-related impairment charges related to an asset that was held for sale for both the three and nine months ended September 30, 2024.

There were no such charges for the three and nine months ended September 30, 2025.

NOTE 5 - INTANGIBLE ASSETS

The Company had goodwill in the amount of $ 816,391 and $ 780,030 as of June 30, 2025 and December 31, 2024, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily due to foreign currency translation adjustments.

Identifiable intangible assets with finite lives at June 30, 2025 and December 31, 2024 are summarized as follows:

(in years) Gross Carrying Amount at June 30, 2025 Accumulated Amortization at June 30, 2025 Gross Carrying Amount at December 31, 2024 Accumulated Amortization at December 31, 2024

The Company had goodwill in the amount of $ 816,494 and $ 780,030 as of September 30, 2025 and December 31, 2024, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is primarily due to foreign currency translation adjustments.

Identifiable intangible assets with finite lives at September 30, 2025 and December 31, 2024 are summarized as follows:

(in years) Gross Carrying Amount at September 30, 2025 Accumulated Amortization at September 30, 2025 Gross Carrying Amount at December 31, 2024 Accumulated Amortization at December 31, 2024

Customer relationships and lists 10 - 20

7 unchanged sentences

Total intangible assets with finite lives $ 490,380 $ 322,921 $ 470,250 $ 305,200

Amortization of identifiable intangible assets was approximately $ 4,261 and $ 8,321 for the three and six months ended June 30, 2025 respectively, and $ 5,243 and $ 11,585 for the three and six months ended June 30, 2024, respectively.

Amortization of identifiable intangible assets was approximately $ 4,341 and $ 12,662 for the three and nine months ended September 30, 2025 respectively, and $ 3,795 and $ 15,380 for the three and nine months ended September 30, 2024, respectively.

Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $ 4,226 for the remainder of 2025, $ 16,837 for 2026, $ 16,305 for 2027, $ 15,844 for 2028, $ 15,434 for 2029 and $ 15,050 for 2030.

At June 30, 2025 and December 31, 2024, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350.

At September 30, 2025 and December 31, 2024, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350.

Identifiable intangible assets are reflected in "Customer relationships and lists, net" and “Other 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, 2025 and 2024.

There were no changes to the useful lives of intangible assets subject to amortization during the nine months ended September 30, 2025 and 2024.

NOTE 6 - EQUITY METHOD INVESTMENT

9 unchanged sentences

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 $ 123 and $ 245 for the three and six months ended June 30, 2025, respectively, and $ 122 and $ 243 for the three and six months ended June 30, 2024, respectively, relating to its portion of the joint venture's expenses in other expense.

The Company made capital contributions to the investment totaling $ 75 and $ 105 for the three and six months ended June 30, 2025, respectively, and $ 38 and $ 80 for the three and six months ended June 30, 2024, respectively.

The carrying value of the joint venture at June 30, 2025 and December 31, 2024 was $ 3,716 and $ 3,856 , respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

The Company recognized a loss of $ 123 and $ 368 for the three and nine months ended September 30, 2025, respectively, and $ 124 and $ 367 for the three and nine months ended September 30, 2024, respectively, relating to its portion of the joint venture's expenses in other expense.

The Company made capital contributions to the investment totaling $ 39 and $ 144 for the three and nine months ended September 30, 2025, respectively, and $ 33 and $ 113 for the three and nine months ended September 30, 2024, respectively.

The carrying value of the joint venture at September 30, 2025 and December 31, 2024 was $ 3,632 and $ 3,856 , respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

NOTE 7 – REVOLVING LOAN

2 unchanged sentences

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 both June 30, 2025 and December 31, 2024, the total balance outstanding on the 2022 Credit Agreement amounted to $ 190,000 .

As of September 30, 2025 and December 31, 2024, the total balance outstanding on the 2022 Credit Agreement amounted to $ 154,000 and $ 190,000 , respectively.

There are no installment payments required on the revolving loans;

1 unchanged sentence

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 5.43 % at June 30, 2025.

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 % ( 0.150 % at June 30, 2025).

The unused portion of the revolving loan amounted to $ 360,000 at June 30, 2025.

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 5.27 % at September 30, 2025.

The unused portion of the revolving loan amounted to $ 396,000 at September 30, 2025.

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 $ 599 and $ 743 at June 30, 2025 and December 31, 2024, 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, 2025 and 2024 and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.

Capitalized costs net of accumulated amortization were $ 527 and $ 743 at September 30, 2025 and December 31, 2024, respectively, and are included in "Other non-current assets" on the condensed consolidated balance sheets.

Amortization expense pertaining to these costs totaled $ 72 and $ 216 for both the three and nine months ended September 30, 2025 and 2024 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, 2025, the Company was in compliance with these covenants.

At September 30, 2025, the Company was in compliance with these covenants.

Indebtedness under the Company’s loan agreements is secured by assets of the Company.

2 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

6 unchanged sentences

Net Earnings Per Share - Diluted $ 1.24 $ 1.03 $ 3.54 $ 2.90

The number of anti-dilutive shares were 223,890 and 224,070 for the three and six months ended June 30, 2025, respectively, and 339,366 and 357,534 for the three and six months ended June 30, 2024, respectively.

The number of anti-dilutive shares were 221,170 and 224,180 for the three and nine months ended September 30, 2025, respectively, and 189,830 and 326,020 for the three and nine months ended September 30, 2024, 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, 2025 and 2024, was 21.9 % and 22.2 %, respectively.

The lower effective tax rate for the quarter was primarily due to higher tax benefits from stock-based compensation.

The effective tax rate for the six months ended June 30, 2025 and 2024 was 22.3 % and 21.8 %, respectively.

The higher effective tax rate for the six months ended June 30, 2025 was primarily due to lower tax benefits from stock-based compensation and an unfavorable impact from foreign tax rates.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the United States which includes a broad range of tax provisions.

The Company’s effective tax rate for the three months ended September 30, 2025 and 2024, was 22.6 % and 22.9 %, respectively.

The lower effective tax rate for the quarter was primarily due to certain lower state taxes.

The effective tax rate for the nine months ended September 30, 2025 and 2024 was 22.4 % and 22.2 %, respectively.

The higher effective tax rate for the nine months ended September 30, 2025 was primarily due to lower tax benefits from stock-based compensation partially offset by certain lower state taxes.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the United States whi ch includes a broad range of tax provisions.

While the Company currently does not anticipate the OBBBA will have a material impact on its estimated annual effective tax rate in 2025, we will continue to assess its impact.

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and in various states and foreign countries.

As of June 30, 2025, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2020.

The Company had approximately $ 6,852 and $ 6,720 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of June 30, 2025 and December 31, 2024, respectively.

As of September 30, 2025, in the major jurisdictions where the Company operates, it is generally no longer subject to income tax examinations by tax authorities for years before 2020.

The Company had approximately $ 7,349 and $ 6,720 of unrecognized tax benefits, which are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets, as of September 30, 2025 and December 31, 2024, 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, 2025 and December 31, 2024 were approximately $ 2,485 and $ 2,352 , respectively, and are included in "Other long-term obligations" on the Company’s condensed consolidated balance sheets.

Total accrued interest and penalties related to uncertain tax positions at September 30, 2025 and December 31, 2024 were approximately $ 2,666 and $ 2,352 , 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.

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Pursuant to ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures", the significant segment information is summarized as follows:

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

HNH ANH SP Other and Unallocated Total

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(5) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

HNH ANH SP Other and Unallocated Total

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(10) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

HNH ANH SP Other and Unallocated Total

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(15) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

HNH ANH SP Other and Unallocated Total

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(20) Operating expenses within Other and Unallocated are primarily comprised of compensation-related costs and transaction and integration costs.

Business Segment Assets June 30,

Business Segment Assets September 30,

2025 December 31,

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Depreciation/Amortization Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Total $ 11,552 $ 10,903 $ 33,969 $ 37,077

Capital Expenditures Six Months Ended June 30,

Capital Expenditures Nine Months Ended September 30,

Human Nutrition and Health $ 14,075 $ 11,850

9 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

4 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

18 unchanged sentences

NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid during the six months ended June 30, 2025 and 2024 for income taxes and interest is as follows:

Six Months Ended June 30,

Cash paid during the nine months ended September 30, 2025 and 2024 for income taxes and interest is as follows:

Nine Months Ended September 30,

Income taxes $ 29,625 $ 31,575

3 unchanged sentences

Three Months Ended

June 30, Six Months Ended

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

7 unchanged sentences

Net of tax ( 1 ) ( 1 ) ( 240 ) 151

Total other comprehensive income (loss) $ 43,775 $ ( 3,262 ) $ 65,259 $ ( 15,825 )

Accumulated other comprehensive income (loss) at June 30, 2025 and December 31, 2024 consisted of the following:

Total other comprehensive income $ 84 $ 21,637 $ 65,343 $ 5,812

Accumulated other comprehensive income (loss) at September 30, 2025 and December 31, 2024 consisted of the following:

Foreign currency

3 unchanged sentences

Other comprehensive income (loss) 65,583 ( 240 ) 65,343

Balance June 30, 2025 $ 41,316 $ 196 $ 41,512

Balance September 30, 2025 $ 41,401 $ 195 $ 41,596

NOTE 14 – EMPLOYEE BENEFIT PLANS

7 unchanged sentences

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

Six Months Ended June 30,

Nine Months Ended September 30,

Service cost $ 87 $ 84

2 unchanged sentences

Net periodic benefit cost $ 133 $ 118

T he amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of June 30, 2025 and December 31, 2024 ar e $ 1,493 a nd $ 1,522 , respectively, and are included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

T he amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 a re $ 1,531 and $ 1,522 , 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.

3 unchanged sentences

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, 2025 and December 31, 2024 were $ 773 and $ 613 , respectively, and were included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of September 30, 2025 and December 31, 2024 were $ 800 and $ 613 , respectively, and were included in "Other long-term obligations" on the Company's condensed consolidated balance sheets.

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

Six Months Ended June 30,

Nine Months Ended September 30,

Service cost with interest to end of year $ 161 $ 58

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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 $ 12,107 as of June 30, 2025, of which $ 12,086 was included in "Other long-term obligations" and $ 21 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets.

The deferred compensation liability was $ 12,574 as of September 30, 2025, of which $ 12,551 was included in "Other long-term obligations" and $ 23 was included in "Accrued compensation and other benefits" on the Company's condensed consolidated balance sheets.

The deferred compensation liability was $ 11,470 as of December 31, 2024, of which $ 11,449 was included in "Other long-term obligations" and $ 21 was included in "Accrued compensation and other benefits" on the Company’s consolidated balance sheets.

The related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $ 12,101 as of June 30, 2025, of which $ 12,080 was included in "Other non-current assets" and $ 21 was included in "Other current assets" on the Company's condensed consolidated balance sheet.

The related assets of the irrevocable trust funds (also known as "rabbi trust funds") were $ 12,566 as of September 30, 2025, of which $ 12,543 was included in "Other non-current assets" and $ 23 was included in "Other current assets" on the Company's condensed consolidated balance sheet.

The rabbi trust funds were $ 11,465 as of December 31, 2024 and were included in "Other non-current assets" on the Company's consolidated balance sheets.

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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, 2025 are disclosed in Note 18, Leases .

Aggregate future minimum rental payments required under these leases at September 30, 2025 are disclosed in Note 18, Leases .

The Company’s Verona, Missouri facility, while held by a prior owner, Syntex Agribusiness, Inc.

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The amount associated with this settlement was consistent with the amount previously accrued as a loss contingency.

BCP has completed most of its obligations under this settlement and will continue to take steps to timely complete any remaining items.

In addition to the above, from time to time, the Company is a party to various legal proceedings, litigation, claims and assessments.

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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, 2025 and December 31, 2024 does not differ materially from the aggregate carrying values of its financial instruments recorded in the accompanying condensed consolidated balance sheets.

The Company estimates that the fair value of all financial instruments at September 30, 2025 and December 31, 2024 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 included $ 1,432 and $ 1,040 , in money market funds as of June 30, 2025 and December 31, 2024, respectively, and $ 15,267 and $ 0 in certificates of deposit with maturities of three months or less at June 30, 2025 and December 31, 2024, respectively.

The certificates of deposit are categorized in level two of the fair value hierarchy as defined by ASC 820, "Fair Value Measurement".

Due to the short-term nature of the instrument, the Company has determined the cost approximates fair value.

Non-current assets at June 30, 2025 and December 31, 2024 included $ 12,080 and $ 11,465 , 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.”

Considerable judgment is 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 following fair value hierarchy is used to classify assets and liabilities and the table below presents the carrying amounts and the estimated fair values of the Company's financial assets and liabilities measured on a recurring basis as defined by ASC 820, "Fair Value Measurement."

• Level 1 - Inputs are quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities.

• Level 2 - Inputs include observable inputs other than quoted prices in active markets.

• Level 3 - Inputs are unobservable inputs for which there is little or no market data available.

Carrying Amount Fair Value Measurements

Level 1 Level 2 Level 3

September 30, 2025

Money market funds (1)

$ 1,446 $ 1,446 $ — $ —

Certificates of deposit with maturities of three months or less (2)

18,781 — 18,781 —

Rabbi trust funds - current (3)

Rabbi trust funds - non-current (3)

12,543 12,543 — —

December 31, 2024

Money market funds (1)

$ 1,040 $ 1,040 $ — $ —

Rabbi trust funds - non-current (3)

11,465 11,465 — —

(1) Money market funds are categorized as cash equivalents.

(2) Certificates of deposit with original maturities of three months or less are categorized as cash equivalents.

Due to the short-term nature of the instruments, the Company has determined the cost approximates fair value.

(3) Rabbi trust funds - current and Rabbi trust funds - non-current are included in "Other current assets" and "Other non-current assets" on the consolidated balance sheets, respectively.

The Company’s financial instruments also include 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.

The carrying value of debt approximates fair value based upon prices of identical or similar instruments in the marketplace, which are considered Level 2 inputs.

NOTE 17 – RELATED PARTY TRANSACTIONS

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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 $ 1,212 and $ 2,339 for the three and six months ended June 30, 2025, respectively, and $ 1,120 and $ 2,212 for the three and six months ended June 30, 2024, respectively.

The raw materials purchased and subsequently sold amounted to $ 10,821 and $ 20,746 for the three and six months ended June 30, 2025, respectively, and $ 7,301 and $ 13,633 for the three and six months ended June 30, 2024, respectively.

Payments for the services the Company provided amounted to $ 1,108 and $ 3,447 for the three and nine months ended September 30, 2025, respectively, and $ 1,109 and $ 3,321 for the three and nine months ended September 30, 2024, respectively.

The raw materials purchased and subsequently sold amounted to $ 9,399 and $ 30,145 for the three and nine months ended September 30, 2025, respectively, and $ 7,616 and $ 21,249 for the three and nine months ended September 30, 2024, 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 $ 8,983 and $ 16,901 during the three and six months ended June 30, 2025, respectively, and $ 5,713 and 10,684 for the three and six months ended June 30, 2024, respectively.

At June 30, 2025 and December 31, 2024, the Company had receivables of $ 4,577 and $ 3,893 , respectively, recorded in accounts receivable from St.

Gabriel CC Company, LLC of $ 7,620 and $ 24,521 during the three and nine months ended September 30, 2025, respectively, and $ 5,766 and $ 16,450 for the three and nine months ended September 30, 2024, respectively.

At September 30, 2025 and December 31, 2024, the Company had receivables of $ 3,053 and $ 3,893 , respectively, recorded in accounts receivable from St.

Gabriel CC Company, LLC for services rendered and raw materials sold.

At June 30, 2025 and December 31, 2024, the Company had payables of $ 3,529 and $ 2,831 , respectively, recorded in accounts payable for finished goods received from St.

At September 30, 2025 and December 31, 2024, the Company had payables of $ 2,188 and $ 2,831 , respectively, recorded in accounts payable for finished goods received from St.

Gabriel CC Company, LLC.

The Company had payables in the amount of $ 296 related to non-contractual monies owed to St.

Gabriel CC Company, LLC, recorded in accounts payable as of both June 30, 2025 and December 31, 2024.

Gabriel CC Company, LLC, recorded in accounts payable as of both September 30, 2025 and December 31, 2024.

In addition, the Company had receivables in the amount of $ 12 related to non-contractual monies owed from St.

Gabriel CC Company, LLC, recorded in other current assets as of September 30, 2025.

NOTE 18 – LEASES

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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 2025:

Based on the Company's risk rating, the Company applied the following discount rates for new leases entered into during the third quarter of 2025:

(1) 1 - 2 years, 5.61 % (2) 3 - 4 years, 6.20 % (3) 5 - 9 years, 6.54 % and (4) 10 + years, 7.26 %.

Right of use assets and lease liabilities at June 30, 2025 and December 31, 2024 are summarized as follows:

Right of use assets June 30, 2025 December 31, 2024

Right of use assets and lease liabilities at September 30, 2025 and December 31, 2024 are summarized as follows:

Right of use assets September 30, 2025 December 31, 2024

Operating leases $ 15,916 $ 15,320

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Total $ 17,489 $ 17,050

Lease liabilities - current June 30, 2025 December 31, 2024

Lease liabilities - current September 30, 2025 December 31, 2024

Operating leases $ 3,943 $ 3,134

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Total $ 4,145 $ 3,328

Lease liabilities - non-current June 30, 2025 December 31, 2024

Lease liabilities - non-current September 30, 2025 December 31, 2024

Operating leases $ 12,257 $ 12,967

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Total $ 13,853 $ 14,716

For the three and six months ended June 30, 2025 and 2024, 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:

For the three and nine months ended September 30, 2025 and 2024, 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

September 30, Nine Months Ended

September 30,

2025 2024 2025 2024

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Weighted-average discount rate - finance leases 5.1 % 5.1 % 5.1 % 5.1 %

Rent expense charged to operations under operating lease agreements for the three and six months ended June 30, 2025 aggregated to approximately $ 1,368 and $ 2,693 , respectively, and $ 1,351 and $ 2,692 for the three and six months ended June 30, 2024, respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at June 30, 2025 are as follows:

July 1, 2025 to December 31, 2025 $ 2,883

Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2025 aggregated to approximately $ 1,407 and $ 4,100 , respectively, and $ 1,365 and $ 4,057 for the three and nine months ended September 30, 2024, respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at September 30, 2025 are as follows:

October 1, 2025 to December 31, 2025 $ 1,444

Thereafter 4,737

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements