What changed in this filing

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Item 1. Financial Statements

2025-04-24 compared with 2024-10-25 · 181 added, 249 removed, 464 unchanged (48% of the section changed)

3 unchanged sentences

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

Assets September 30, 2024 December 31, 2023

Assets March 31, 2025 (unaudited) December 31, 2024

Current assets:

Cash and cash equivalents $ 49,901 $ 49,515

Accounts receivable, net of allowances of $ 1,014 and $ 908 at September 30, 2024 and December 31, 2023 respectively

Accounts receivable, net of allowances of $ 838 and $ 909 at March 31, 2025 and December 31, 2024, respectively

130,447 119,662

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Authorized 120,000,000 shares;

32,507,716 and 32,254,728 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively

32,611,544 and 32,527,244 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively

Additional paid-in capital 174,243 173,997

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net sales $ 250,519 $ 239,659

10 unchanged sentences

Other expense (income), net 151 ( 572 )

4,099 7,139 13,496 16,864

Earnings before income tax expense 47,940 36,850

8 unchanged sentences

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net earnings $ 37,053 $ 28,986

1 unchanged sentence

Foreign currency translation adjustment 21,722 ( 12,717 )

Unrealized loss on cash flow hedge — — — ( 1,065 )

Change in postretirement benefit plans ( 238 ) 154

4 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Nine Months Ended September 30, 2024 and 2023

For the Three Months Ended March 31, 2025 and 2024

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

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Net earnings 37,053 37,053 — — — —

Other comprehensive loss ( 12,563 ) — ( 12,563 ) — — —

Repurchases of common stock, including

excise tax ( 5,254 ) — — ( 36,122 ) ( 2 ) ( 5,252 )

Other comprehensive gain 21,484 — 21,484 — — —

Repurchases of common stock ( 5,325 ) — — ( 32,869 ) ( 2 ) ( 5,323 )

Shares and options issued under stock plans 5,576 — — 117,169 7 5,569

Balance - March 31, 2025 1,208,701 1,034,546 ( 2,263 ) 32,611,544 2,175 174,243

Net earnings 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

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.

BALCHEM CORPORATION

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

For the Three and Nine Months Ended September 30, 2024 and 2023

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

Stockholders'

Equity Retained

Earnings Accumulated

Comprehensive

(Loss) Income Common Stock Additional

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 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 ( 12,563 ) — ( 12,563 ) — — —

2 unchanged sentences

Shares and options issued under stock plans 13,638 — — 204,794 13 13,625

Balance - June 30, 2023 1,006,903 867,307 191 32,239,202 2,151 137,254

Net earnings 29,075 29,075 — — — —

Other comprehensive loss ( 14,423 ) — ( 14,423 ) — — —

Repurchases of common stock, including

excise tax ( 102 ) — — ( 775 ) — ( 102 )

Shares and options issued under stock plans 3,814 — — 1,717 — 3,814

Balance - September 30, 2023 $ 1,025,267 $ 896,382 $ ( 14,232 ) 32,240,144 $ 2,151 $ 140,966

Balance - March 31, 2024 1,078,791 926,474 ( 3,872 ) 32,423,400 2,163 154,026

See accompanying notes to condensed consolidated financial statements.

2 unchanged sentences

(Dollars in thousands)

Nine Months Ended

September 30,

Three Months Ended

Cash flows from operating activities:

5 unchanged sentences

Provision for doubtful accounts ( 79 ) 223

Unrealized gain on foreign currency transactions and deferred compensation ( 730 ) ( 778 )

Asset impairment and loss on disposal of assets 1,479 6,858

Change in fair value of contingent consideration liability ( 91 ) ( 9,900 )

Unrealized loss (gain) on foreign currency transactions and deferred compensation 24 ( 726 )

Loss (gain) on disposal of assets 65 ( 144 )

Changes in assets and liabilities

10 unchanged sentences

Proceeds from sale of assets — 213

Proceeds from settlement of net investment hedge — 2,740

Investment in affiliates ( 30 ) ( 42 )

3 unchanged sentences

Principal payments on revolving loan ( 29,000 ) ( 34,000 )

Principal payments on finance lease ( 169 ) ( 166 )

Principal payments on finance leases ( 49 ) ( 57 )

Proceeds from stock options exercised 1,668 8,791

3 unchanged sentences

Effect of exchange rate changes on cash 1,810 ( 724 )

Increase in cash and cash equivalents 9,247 10,392

Increase (decrease) in cash and cash equivalents 386 ( 4,098 )

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 nine months ended September 30, 2024 are not necessarily indicative of the operating results expected for the full year or any interim period.

The results of operations for the three months ended March 31, 2025 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.

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2024-03, "Income Statement - Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40)." The new guidance is intended to enhance transparency and disclosures by requiring public entities to provide disaggregated disclosures of certain categories of expenses on an annual and interim basis.

The ASU is effective for fiscal years beginning after December 15, 2026 and interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on the consolidated financial statements and related disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740) - Improvements to Income Tax Disclosures." The new guidance is intended to enhance the transparency and decision usefulness of income tax disclosures by requiring disaggregated information about a reporting entity's effective tax rate reconciliation and information on income taxes paid.

The amendment is effective for fiscal years beginning after December 15, 2024, with early adoption permitted.

The amendment in this update should be applied on a prospective basis, with retrospective application permitted.

The Company is in the process of evaluating the impact that the adoption of ASU 2023-09 will have to the financial statements and related disclosures.

The Company is in the process of evaluating the impact that the adoption of ASU 2023-09 will have on the consolidated financial statements and related disclosures.

Recently Adopted Accounting Standards

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures." The ASU expands reportable segment disclosure requirements by requiring disclosures of significant reportable segment expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included within each reported measure of a segment's profit or loss.

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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.

The Company adopted this accounting guidance on December 31, 2024, and applied it retrospectively to all prior periods presented in our consolidated financial statements.

Refer to Note 10, Segment Information for the expanded disclosures.

NOTE 2 - STOCKHOLDERS' EQUITY

Stock-Based Compensation

The Company’s results for the three and nine months ended September 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 September 30, Nine Months Ended September 30,

2024 2023 2024 2023

The Company’s results for the three months ended March 31, 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

Three Months Ended March 31,

Cost of sales $ 438 $ 400

1 unchanged sentence

Net earnings ( 2,928 ) ( 3,652 )

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.

As allowed by Accounting Standards Codification ("ASC") 718, the Company has made an estimate of expected forfeitures based on its historical experience and is recognizing compensation cost only for those stock-based compensation awards expected to vest.

The Company's omnibus incentive plan ("the Plan") allows for the granting of stock awards and options to purchase common stock.

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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 September 30, 2024, the Plan had 829,101 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.

As of March 31, 2025, the Plan had 685,590 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 nine months ended September 30, 2024 and 2023 is summarized below:

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

Option activity for the three months ended March 31, 2025 and 2024 is summarized below:

For the Three Months Ended March 31, 2025 Shares (000s) Weighted

Price Aggregate

4 unchanged sentences

Forfeited — —

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

For the Nine Months Ended September 30, 2023 Shares (000s) Weighted

Outstanding as of March 31, 2025 995 $ 117.53 $ 48,212 5.6

Exercisable as of March 31, 2025 688 $ 105.78 $ 41,408 4.4

For the Three Months Ended March 31, 2024 Shares (000s) Weighted

Price Aggregate

4 unchanged sentences

Forfeited ( 1 ) 134.45

Canceled ( 1 ) 138.07

Outstanding as of September 30, 2023 1,095 $ 104.00 $ 26,825 5.9

Exercisable as of September 30, 2023 728 $ 88.01 $ 26,512 4.6

Outstanding as of March 31, 2024 1,065 $ 112.48 $ 45,223 6.3

Exercisable as of March 31, 2024 699 $ 97.89 $ 39,881 4.9

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.

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 and 2023, respectively:

The fair value of each option grant was estimated on the date of the grant using the following weighted average assumptions for the three months ended March 31, 2025 and 2024, respectively:

dividend yields of 0.6 % and 0.6 %;

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

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

Other information pertaining to option activity during the three months ended March 31, 2025 and 2024 is as follows:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Weighted-average fair value of options granted $ 48.86 $ 44.52

Total intrinsic value of stock options exercised ($000s) $ 1,388 $ 10,377

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

Nine Months Ended September 30,

Non-vested restricted stock activity for the three months ended March 31, 2025 and 2024 is summarized below:

Three Months Ended March 31,

Shares (000s) Weighted

6 unchanged sentences

Forfeited ( 1 ) 140.76 ( 1 ) 129.93

Non-vested balance as of September 30 129 $ 141.94 123 $ 132.01

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

Nine Months Ended September 30,

Non-vested balance as of March 31 147 $ 148.68 118 $ 139.95

Non-vested performance share activity for the three months ended March 31, 2025 and 2024 is summarized below:

Three Months Ended March 31,

Shares (000s) Weighted

6 unchanged sentences

Forfeited ( 4 ) 150.11 — —

Non-vested balance as of September 30 79 $ 150.73 76 $ 135.25

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.

Non-vested balance as of March 31 81 $ 160.14 79 $ 150.73

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

For grants made in 2025, the performance metrics are comprised of an EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period and modified based on the Company's TSR performance over the performance period relative to a comparator group consisting of the Russell 2000 index constituents.

Expense is measured based on the fair value of the grant at the date of grant.

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volatilities of 26 % and 25 %;

and initial TSR’s of 10.3 % and 4.2 %, in each case for the nine months ended September 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.

and initial TSR's of - 8.8 % and 10.3 %, in each case for the three months ended March 31, 2025 and 2024, respectively.

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

outcome of the performance condition is achieved.

The estimate is revised if subsequent information indicates that the actual number of shares likely to vest differs from previous estimates.

2 unchanged sentences

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 September 30, 2024 and 2023, there were $ 24,300 and $ 22,470 , respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans.

As of September 30, 2024, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.7 years.

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

As of March 31, 2025 and 2024, there were $ 31,427 and $ 30,380 , respectively, of total unrecognized compensation costs related to non-vested share-based compensation arrangements granted under the plans.

As of March 31, 2025, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.8 years.

The Company estimates that share-based compensation expense for the year ended December 31, 2025 will be approximately $ 16,860 .

5 unchanged sentences

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.

The Company also repurchases (withholds) 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.

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

During the nine months ended September 30, 2024 and 2023, the Company purchased 37,109 and 29,451 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 $ 144.89 and $ 136.69 , respectively.

During the three months ended March 31, 2025 and 2024, the Company purchased 32,869 and 36,122 shares, respectively, 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 $ 161.99 and $ 144.02 , respectively.

NOTE 3 – INVENTORIES

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

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Raw materials $ 44,671 $ 45,319

3 unchanged sentences

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT

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

September 30, 2024 December 31, 2023

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

March 31, 2025 December 31, 2024

Land $ 11,927 $ 11,690

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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.

Included in "General and administrative expenses" were $ 1,618 and $ 7,764 of restructuring-related impairment and asset disposal charges for the three and nine months ended September 30, 2023, respectively.

There were no impairment charges recorded for the three months ended March 31, 2025 and 2024.

NOTE 5 - INTANGIBLE ASSETS

The Company had goodwill in the amount of $ 781,109 and $ 778,907 as of September 30, 2024 and December 31, 2023, respectively, subject to the provisions of ASC 350, “Intangibles-Goodwill and Other.” The increase in goodwill is due to changes in foreign currency translation.

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

(in years) Gross Carrying Amount at September 30, 2024 Accumulated Amortization at September 30, 2024 Gross Carrying Amount at December 31, 2023 Accumulated Amortization at December 31, 2023

The Company had goodwill in the amount of $ 793,087 and $ 780,030 as of March 31, 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 March 31, 2025 and December 31, 2024 are summarized as follows:

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

Customer relationships & lists 10 - 20

6 unchanged sentences

$ 476,794 $ 310,829 $ 470,250 $ 305,200

Amortization of identifiable intangible assets was approximately $ 3,795 and $ 15,380 for the three and nine months ended September 30, 2024, respectively, and $ 6,947 and $ 21,132 for the three and nine months ended September 30, 2023, respectively.

Amortization of identifiable intangible assets was approximately $ 4,060 and $ 6,342 for the three months ended March 31, 2025 and 2024, respectively.

Assuming no change in the gross carrying value of identifiable intangible assets, estimated amortization expense is $ 12,192 for the remainder of 2025, $ 16,148 for 2026, $ 15,622 for 2027, $ 15,171 for 2028, $ 14,769 for 2029 and $ 14,390 for 2030.

At September 30, 2024 and December 31, 2023, there were no identifiable intangible assets with indefinite useful lives as defined by ASC 350.

At March 31, 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 “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 nine months ended September 30, 2024 and 2023.

There were no changes to the useful lives of intangible assets subject to amortization during the three months ended March 31, 2025 and 2024.

NOTE 6 - EQUITY METHOD INVESTMENT

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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 generally receives up to 2/3 of the production offtake capacity, which (percentage of offtake) may be adjusted from time to time to the extent the owners agree as such, and absorbs operating expenses approximately proportional to the actual percentage of offtake.

The Company receives the majority of the production offtake capacity, which may be adjusted from time to time to the extent the owners agree as such, 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 $ 124 and $ 367 for the three and nine months ended September 30, 2024, respectively, and $ 118 and $ 396 for the three and nine months ended September 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 $ 33 and $ 113 for the three and nine months ended September 30, 2024, respectively, and $ 69 and $ 141 for the three and nine months ended September 30, 2023, respectively.

The carrying value of the joint venture at September 30, 2024 and December 31, 2023 was $ 3,822 and $ 4,076 , respectively, and is recorded in "Other non-current assets" on the condensed consolidated balance sheets.

The Company recognized a loss of $ 122 and $ 121 for the three months ended March 31, 2025 and 2024, respectively, relating to its portion of the joint venture's expenses in other expense.

The Company made capital contributions to the investment totaling $ 30 and $ 42 for the three months ended March 31, 2025 and 2024, respectively.

The carrying value of the joint venture at March 31, 2025 and December 31, 2024 was $ 3,764 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 September 30, 2024 and December 31, 2023, the total balance outstanding on the 2022 Credit Agreement amounted to $ 227,000 and $ 309,569 , respectively.

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

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 6.070 % at September 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 September 30, 2024).

The unused portion of the revolving loan amounted to $ 323,000 at September 30, 2024.

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 March 31, 2025.

The unused portion of the revolving loan amounted to $ 360,000 at March 31, 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 $ 814 and $ 1,030 at September 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 $ 72 and $ 216 for the three and nine months ended September 30, 2024, respectively, and $ 71 and $ 215 for the three and nine months ended September 30, 2023, respectively, and are included in "Interest expense, net" in the accompanying condensed consolidated statements of earnings.

Capitalized costs net of accumulated amortization were $ 671 and $ 743 at March 31, 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 $ 71 for both the three months ended March 31, 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 September 30, 2024, the Company was in compliance with these covenants.

At March 31, 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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net Earnings - Basic and Diluted $ 37,053 $ 28,986

5 unchanged sentences

Net Earnings Per Share - Diluted $ 1.13 $ 0.89

The number of anti-dilutive shares were 189,830 and 326,020 for the three and nine months ended September 30, 2024, respectively, and 332,339 and 355,419 for the three and nine months ended September 30, 2023, respectively.

The number of anti-dilutive shares were 223,820 and 448,915 for the three months ended March 31, 2025 and 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 ta x rate for the three months ended September 30, 2024 and 2023, was 22.9 % and 20.3 %, respectively, and 22.2 % and 21.3 % for the nine months ended September 30, 2024 and 2023, respectively.

The higher effective tax rate for both the three and nine months ended September 30, 2024 was primarily due to lower tax benefits from stock-based compensatio n and certain higher state taxes.

The Company’s effective tax rate for the three months ended March 31, 2025 and 2024, was 22.7 % and 21.3 %, respectively.

The higher effective tax rate for the three months ended March 31, 2025 was primarily due to lower tax benefits from stock-based compensation.

Income taxes are accounted for under the asset and liability method.

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and in various states and foreign countries.

As of September 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 $ 4,825 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 September 30, 2024 and December 31, 2023, respectively.

As of March 31, 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 $ 6,786 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 March 31, 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 September 30, 2024 and December 31, 2023 were approximately $ 1,588 and $ 1,413 , 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 March 31, 2025 and December 31, 2024 were approximately $ 2,418 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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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 September 30,

2024 December 31,

Human Nutrition and Health $ 1,183,987 $ 1,180,527

Animal Nutrition and Health 154,905 166,994

Specialty Products 166,888 168,307

Other and Unallocated (1)

91,164 81,383

Total $ 1,596,944 $ 1,597,211

Business Segment Net Sales Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Human Nutrition and Health $ 152,283 $ 144,455 $ 452,955 $ 412,777

Animal Nutrition and Health 52,906 53,944 156,384 180,162

Specialty Products 33,191 30,004 99,898 94,961

Other and Unallocated (2)

The Company's Chief Operating Decision Maker ("CODM") is the Chief Executive Officer.

The CODM receives a profit and loss reporting package which provides segment information including revenue, cost of goods sold, gross margin, total operating expenses, and earnings from operations.

The CODM utilizes this monthly profit and loss reporting package to analyze segment performance and appropriately allocate resources.

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 March 31, 2025

HNH ANH SP Other and Unallocated Total

Net sales $ 158,457 $ 57,277 $ 33,275 $ 1,510 $ 250,519

Cost of sales 99,383 (1) 44,917 (1) 15,986 (1) 2,065 (1) 162,351

Gross margin 59,074 12,360 17,289 ( 555 ) 88,168

Operating expenses 21,100 (2) 7,124 (3)

7,704 (4) 1,225 (5) 37,153

Total $ 239,940 $ 229,948 $ 713,680 $ 693,740

Business Segment Earnings Before Income Taxes Three Months Ended

September 30, Nine Months Ended

September 30,

Earnings from operations 37,974 5,236 9,585 ( 1,780 ) 51,015

Other expenses:

Interest expense, net 2,924

Other expense 151

Earnings before income

tax expense 47,940

Income tax expense 10,887

Net earnings $ 37,053

(1) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expenses necessary to convert purchased materials and supplies into finished product.

Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.

(2) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.

(3) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.

(4) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.

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

For the Three Months Ended March 31, 2024

HNH ANH SP Other and Unallocated Total

Net sales $ 152,744 $ 53,921 $ 31,613 $ 1,381 $ 239,659

Cost of sales 97,382 (6) 44,235 (6) 14,624 (6) 1,904 (6) 158,145

Gross margin 55,362 9,686 16,989 ( 523 ) 81,514

Operating expenses 22,105 (7) 7,626 (8)

8,790 (9) 1,317 (10) 39,838

Earnings from operations 33,257 2,060 8,199 ( 1,840 ) 41,676

Other expenses:

Interest expense, net 5,398

Other income ( 572 )

Earnings before income

tax expense 36,850

Income tax expense 7,864

Net earnings $ 28,986

(6) Cost of sales are primarily comprised of raw materials consumed in the manufacture of product, as well as manufacturing labor, depreciation expense, and other overhead expenses necessary to convert purchased materials and supplies into finished product.

Cost of sales also includes inbound freight costs, outbound freight costs for shipping products to customers, warehousing costs, quality control and obsolescence expense.

(7) Operating expenses within HNH are primarily comprised of compensation-related costs, professional services, including advertising and marketing costs, and amortization expense in connection with certain acquired intangible assets.

(8) Operating expenses within ANH are primarily comprised of compensation-related costs and professional services, including advertising and marketing costs.

(9) Operating expenses within SP are primarily comprised of compensation-related costs, professional services, and amortization expense in connection with certain acquired intangible assets.

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

Business Segment Assets March 31,

2025 December 31,

Human Nutrition and Health $ 1,213,407 $ 1,185,962

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67,939 66,883

Interest and other expenses ( 4,099 ) ( 7,139 ) ( 13,496 ) ( 16,864 )

Total $ 1,617,555 $ 1,575,371

Depreciation/Amortization Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

(11) 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.

Depreciation/Amortization Three Months Ended March 31,

Human Nutrition and Health $ 7,303 $ 9,540

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Other and Unallocated 224 247

262 216 768 986

Total $ 11,014 $ 13,668

Capital Expenditures Nine Months Ended September 30,

Capital Expenditures Three Months Ended March 31,

Human Nutrition and Health $ 2,327 $ 4,260

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Total $ 5,421 $ 6,786

(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 $ 223 and $ 795 for the three and nine months ended September 30, 2024, respectively, and $ 384 and $ 1,600 for the three and nine months ended September 30, 2023, respectively, and (ii) Unallocated amortization expense of $ 0 and $ 0 for the three and nine months ended September 30, 2024, respectively, and $ 0 and $ 312 for the three and nine months ended September 30, 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation.

NOTE 11 – REVENUE

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Product Sales Revenue $ 250,061 $ 239,126

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Total Revenue $ 250,519 $ 239,659

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

The following table presents revenues disaggregated by geography, based on customers' delivery addresses:

Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

United States $ 185,722 $ 182,086

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NOTE 12 – SUPPLEMENTAL CASH FLOW INFORMATION

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

Nine Months Ended September 30,

Cash paid during the three months ended March 31, 2025 and 2024 for income taxes and interest is as follows:

Three Months Ended March 31,

Income taxes $ 1,443 $ 949

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Three Months Ended

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Net foreign currency translation adjustment $ 21,722 $ ( 12,717 )

Net change of cash flow hedge (see Note 19 for further

Unrealized loss on cash flow hedge — — — ( 1,406 )

Tax — — — 341

Net of tax — — — ( 1,065 )

Net change in postretirement benefit plan (see Note 14 for

further information)

Amortization of (gain) loss ( 2 ) 2 ( 7 ) 6

Prior service loss arising during the period — — 206 132

Amortization of gain ( 2 ) ( 3 )

Prior service (gain) loss arising during the period ( 319 ) 206

Total before tax ( 321 ) 203

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Total other comprehensive income (loss) $ 21,484 $ ( 12,563 )

Included in "Net foreign currency translation adjustment" were losses of $ 0 and $ 1,455 related to a net investment hedge, which were net of tax benefits of $ 0 and $ 1,114 for the three and nine months ended September 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 income (loss) at September 30, 2024 and December 31, 2023 consisted of the following:

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

Foreign currency

adjustment Cash flow hedge Postretirement

adjustment Postretirement

benefit plan Total

Balance December 31, 2024 $ ( 24,182 ) $ 435 $ ( 23,747 )

Other comprehensive income 5,661 — 151 5,812

Balance September 30, 2024 $ 14,069 $ — $ 434 $ 14,503

Other comprehensive income (loss) 21,722 ( 238 ) 21,484

Balance March 31, 2025 $ ( 2,460 ) $ 197 $ ( 2,263 )

NOTE 14 – EMPLOYEE BENEFIT PLANS

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

Nine Months Ended September 30,

Three Months Ended March 31,

Service cost $ 29 $ 28

Interest cost 18 14

Amortization of (gain) loss ( 7 ) 6

Amortization of gain ( 3 ) ( 3 )

Net periodic benefit cost $ 44 $ 39

T he amounts recorded for these obligations on the Company’s condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 are $ 1,381 and $ 1,395 , 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 March 31, 2025 and December 31, 2024 ar e $ 1,446 a nd $ 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.

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The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees.

The amounts recorded for these obligations on the Company's condensed consolidated balance sheets as of September 30, 2024 and December 31, 2023 were $ 405 and $ 420 , 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 March 31, 2025 and December 31, 2024 were $ 690 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 plans were as follows:

Nine Months Ended September 30,

Three Months Ended March 31,

Service cost with interest to end of year $ 49 $ 18

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Expected return on plan assets ( 14 ) ( 10 )

Amortization of loss 1 —

Total net periodic benefit cost $ 55 $ 22

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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 $ 11,432 as of September 30, 2024, of which $ 11,411 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 $ 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 $ 11,429 and $ 10,188 as of September 30, 2024 and December 31, 2023, respectively, and were included in "Other non-current assets" on the Company's c ondensed consolidated balance sheets.

The deferred compensation liability was $ 11,653 as of March 31, 2025, of which $ 11,633 was included in "Other long-term obligations" and $ 20 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 $ 11,642 as of March 31, 2025, of which $ 11,622 was included in "Other non-current assets" and $ 20 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.

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 September 30, 2024 are disclosed in Note 18, Leases .

Aggregate future minimum rental payments required under these leases at March 31, 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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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.

BCP participated in such discussions during 2024, and in December 2024, BCP reached a settlement with the EPA and DOJ to resolve these alleged violations.

Pursuant to the settlement, which was entered into on January 31, 2025, BCP agreed to:

(a) pay a $ 300 civil penalty;

(b) complete a new scrubber system project;

and (c) spend $ 350 to implement projects benefiting the surrounding community, such as emergency equipment for the local fire department and two vehicles to be used as mobile health clinics.

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

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 September 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 Company estimates that the fair value of all financial instruments at March 31, 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.

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The Company’s financial instruments also include cash equivalents, accounts receivable, accounts payable, and accrued liabilities, which are carried at cost and approximate fair value due to the short-term maturity of these instruments.

Cash and cash equivalents at September 30, 2024 and December 31, 2023 includes $ 10,088 and $ 959 in money market funds and other interest-bearing deposit accounts, respectively.

Non-current assets at September 30, 2024 and December 31, 2023 included $ 11,429 and $ 10,188 , respectively, of rabbi trust funds related to the Company's deferred compensation plan.

Cash and cash equivalents included $ 1,033 and $ 1,040 , in money market funds as of March 31, 2025 and December 31, 2024, respectively, and $ 11,904 and $ 0 in certificates of deposit with maturities of three months or less at March 31, 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 March 31, 2025 and December 31, 2024 included $ 11,622 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.”

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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 $ 1,109 and $ 3,321 for the three and nine months ended September 30, 2024, respectively, and $ 1,094 and $ 3,294 for the three and nine months ended September 30, 2023, respectively.

The raw materials purchased and subsequently sold amounted to $ 7,616 and $ 21,249 for the three and nine months ended September 30, 2024, respectively, and $ 7,274 and $ 27,069 for the three and nine months ended September 30, 2023, respectively.

Payments for the services the Company provided amounted to $ 1,127 and $ 1,092 for the three months ended March 31, 2025 and 2024, respectively.

The raw materials purchased and subsequently sold amounted to $ 9,925 and $ 6,332 for the three months ended March 31, 2025 and 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 $ 5,766 and $ 16,450 during the three and nine months ended September 30, 2024, respectively, and $ 5,903 and $ 22,198 for the three and nine months ended September 30, 2023, respectively.

At September 30, 2024 and December 31, 2023, the Company had receivables of $ 2,446 and $ 8,314 , respectively, recorded in accounts receivable from St.

Gabriel CC Company, LLC of $ 7,918 and $ 4,971 during the three months ended March 31, 2025 and 2024, respectively.

At March 31, 2025 and December 31, 2024, the Company had receivables of $ 3,824 and $ 3,893 , respectively, recorded in accounts receivable from St.

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

At September 30, 2024 and December 31, 2023, the Company had payables of $ 1,588 and $ 6,050 , respectively, recorded in accounts payable for finished goods received from St.

At March 31, 2025 and December 31, 2024, the Company had payables of $ 2,843 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 and $ 329 , respectively, related to non-contractual monies owed to St.

Gabriel CC Company, LLC, recorded in accounts payable as of September 30, 2024 and December 31, 2023.

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 March 31, 2025 and December 31, 2024.

In addition, the Company had receivables in the amount of $ 35 related to non-contractual monies owed from St.

Gabriel CC Company, LLC, recorded in other current assets as of March 31, 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 third quarter of 2024:

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

(1) 1 - 2 years, 5.62 % (2) 3 - 4 years, 6.21 % (3) 5 - 9 years, 6.55 % and (4) 10 + years, 7.27 %.

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

Right of use assets September 30, 2024 December 31, 2023

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

Right of use assets March 31, 2025 December 31, 2024

Operating leases $ 15,598 $ 15,320

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Total $ 17,276 $ 17,050

Lease liabilities - current September 30, 2024 December 31, 2023

Lease liabilities - current March 31, 2025 December 31, 2024

Operating leases $ 3,726 $ 3,134

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Total $ 3,923 $ 3,328

Lease liabilities - non-current September 30, 2024 December 31, 2023

Lease liabilities - non-current March 31, 2025 December 31, 2024

Operating leases $ 12,445 $ 12,967

1 unchanged sentence

Total $ 14,143 $ 14,716

For the three and nine months ended September 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:

For the three months ended March 31, 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

September 30, Nine Months Ended

September 30,

2024 2023 2024 2023

Operating lease cost $ 1,325 $ 1,341

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Right-of-use assets obtained in exchange for new operating lease liabilities, net of right-of-use assets disposed $ 1,202 $ 398

Weighted-average remaining lease term - operating leases 9.18 years 5.49 years 9.18 years 5.49 years

Weighted-average remaining lease term - finance leases 8.62 years 9.29 years 8.62 years 9.29 years

Weighted-average remaining lease term - operating leases 8.84 years 9.25 years

Weighted-average remaining lease term - finance leases 8.12 years 8.86 years

Weighted-average discount rate - operating leases 7.6 % 7.5 %

Weighted-average discount rate - finance leases 5.1 % 5.0 %

Rent expense charged to operations under operating lease agreements for the three and nine months ended September 30, 2024 aggregated to approximately $ 1,365 and $ 4,057 , respectively, and $ 1,326 and $ 3,972 for the three and nine months ended September 30, 2023, respectively.

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

October 1, 2024 to December 31, 2024 $ 1,418

Rent expense charged to operations under operating lease agreements for the three months ended March 31, 2025 and 2024 aggregated to approximately $ 1,325 and $ 1,341 , respectively.

Aggregate future minimum rental payments required under all non-cancelable operating and finance leases at March 31, 2025 are as follows:

April 1, 2025 to December 31, 2025 $ 3,900

Thereafter 4,259

Total minimum lease payments $ 22,371

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 $ 0 and $ 1,518 for the three and nine months ended September 30, 2023, respectively.

There was no such income for the three and nine months ended September 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 $ 0 and $ 1,119 for the three and nine months ended September 30, 2023, respectively.

There was no such income for the three and nine months ended September 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 September 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 nine months ended September 30, 2023.

There were no such losses for the three and nine months ended September 30, 2024:

Location within Statements of Comprehensive Income Three Months Ended

September 30, 2023 Nine Months Ended

September 30, 2023

Cash flow hedge (interest rate swap), net of tax Unrealized (loss) on cash flow hedge, net $ — $ ( 1,065 )

Net investment hedge (cross-currency swap), net of tax Net foreign currency translation adjustment — ( 1,455 )

Total $ — $ ( 2,520 )

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