BALCHEM CORPORATION This report contains forward-looking statements, within the meaning of Section 21E of the Exchange Act, which reflect our expectation or belief concerning future events that involve risks and uncertainties. Actions and performance could differ materially from what is contemplated by the forward-looking statements contained in this report. Factors that might cause differences from the forward-looking statements include those referred to or identified in Item 1A of the Annual Report on Form 10-K for the year endedDecember 31, 2021 and Part II, Item 1A of the Company's Form 10-Q for the quarterly period endedJune 30, 2022 and other factors that may be identified elsewhere in this report. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements.
Overview
We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, medical device sterilization, plant nutrition and industrial markets. Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products, as more fully described in Note 11 of the condensed consolidated financial statements. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".Balchem is committed to solving today's challenges to shape a healthier tomorrow by operating responsibly and providing innovative solutions for the health and nutritional needs of the world. Sustainability is at the heart of our company's vision to make the world a healthier place, and we proudly support the Ten Principles of the United Nations Global Compact on human rights, labor, environment and anti-corruption. InJanuary 2022 ,Balchem was named one of America's Most Responsible Companies byNewsweek magazine for the second consecutive year. This list, compiled by Newsweek in partnership withStatista Inc. , recognizes the most responsible companies in theU.S. across a variety of industries, and is based on publicly available environmental, social and governance (ESG) data. Our Sustainability Framework focuses on the most critical ESG topics relevant to our business and stakeholders. We are very proud of our ESG accomplishments to date and are pleased with the recognition by 29
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Newsweek.Balchem will continue to foster these fundamental principles broadly along our entire value chain, develop new ideas and technologies that help us work smarter, and help build a world that is a better place to live. As ofSeptember 30, 2022 , we employed approximately 1,382 full time employees worldwide. Although we are facing challenging labor markets, we believe that we have been successful in attracting skilled and experienced personnel in a competitive environment and that our human capital resources are adequate to perform all business functions. In addition, we continue to enhance technology in order to optimize productivity and performance.
Acquisition of Bergstrom
OnAugust 30, 2022 , we completed the acquisition of Bergstom (as defined in Note 2 "Significant Acquisitions"), a leading science-based manufacturer of MSM, based inVancouver, Washington . Details related to the Bergstrom acquisition are disclosed in Note 2, "Significant Acquisitions". The acquisition provides a synergistic scientific advantage in the Company's key strategic therapeutic focus areas such as longevity and performance and is a strong fit with the Company's specialty, science-backed mineral products, which should ultimately lead to growth for the Company's portfolios within the Human Nutrition & Health and Animal nutrition & Health segments.
Acquisition of Kappa
OnJune 21, 2022 , we completed the acquisition of Kappa (as defined in Note 2 "Significant Acquisitions"), a leading science-based manufacturer of specialty Vitamin K2 for the human nutrition industry, headquartered inOslo, Norway . Details related to the Kappa acquisition are disclosed in Note 2, "Significant Acquisitions". The acquisition strengthens our scientific and technical expertise, geographic reach, and marketplace leadership, which should ultimately lead to accelerated growth for the Company's portfolios within the Human Nutrition & Health segment.
Segment Results
We sell products for all three segments through our own sales force, independent distributors, and sales agents.
The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three and nine months endedSeptember 30, 2022 and 2021: Business Segment Net Sales Three Months Ended Nine Months Ended September 30, September 30, 2022 2021 2022 2021 Human Nutrition & Health$ 142,655 $ 111,200 $ 396,728 $ 327,187 Animal Nutrition & Health 65,604 56,192 197,546 161,821 Specialty Products 29,641 27,615 99,622 89,645 Other and Unallocated (1) 6,367 2,862 15,931 7,237 Total$ 244,267 $ 197,869 $ 709,827 $ 585,890 Business Segment Earnings From Operations Nine Months Ended Three Months Ended September 30, September 30, 2022 2021 2022 2021 Human Nutrition & Health$ 20,584 $ 19,801 $ 64,592 $ 58,512 Animal Nutrition & Health 8,036 7,442 26,943 16,059 Specialty Products 7,105 6,455 24,785 23,373 Other and Unallocated (1) (2,100) (1,185) (4,439) (4,263) Total$ 33,625 $ 32,513 $ 111,881 $ 93,681 30
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(1) Other and Unallocated consists of a few minor businesses which individually do not meet the quantitative thresholds for separate presentation and corporate expenses that have not been allocated to a segment. Unallocated corporate expenses consist of: (i) Transaction and integration costs, ERP implementation costs, and unallocated legal fees totaling$1,640 and$2,816 for the three and nine months endedSeptember 30, 2022 , respectively, and$305 and$1,005 for the three and nine months endedSeptember 30, 2021 , respectively, and (ii) Unallocated amortization expense of$734 and$2,213 for the three and nine months endedSeptember 30, 2022 , respectively, and$604 and$1,812 for the three and nine months endedSeptember 30, 2021 , respectively, related to an intangible asset in connection with a company-wide ERP system implementation. RESULTS OF OPERATIONS (All amounts in thousands, except share and per share data) Three months endedSeptember 30, 2022 compared to three months endedSeptember 30, 2021 . Net Earnings Three Months Ended September 30, Increase (in thousands) 2022 2021 (Decrease) % Change Net sales $ 244,267$ 197,869 $ 46,398 23.4 % Gross margin 68,430 60,934 7,496 12.3 % Operating expenses 34,805 28,421 6,384 22.5 % Earnings from operations 33,625 32,513 1,112 3.4 % Other (income) expense, net 2,540 428 2,112 493.5 % Income tax expense 5,836 7,072 (1,236) (17.5) % Net earnings $ 25,249$ 25,013 $ 236 0.9 % Net Sales Three Months Ended September 30, Increase (in thousands) 2022 2021 (Decrease) % Change
Human Nutrition & Health $ 142,655$ 111,200 $ 31,455 28.3 % Animal Nutrition & Health 65,604 56,192 9,412 16.7 % Specialty Products 29,641 27,615 2,026 7.3 % Other 6,367 2,862 3,505 122.5 % Total $ 244,267$ 197,869 $ 46,398 23.4 % •The increase in net sales within the Human Nutrition & Health segment for the third quarter of 2022 as compared to the third quarter of 2021 was driven by sales growth within food and beverage markets, the contribution from recent acquisitions, as well as sales growth within the minerals and nutrients business, partially offset by an unfavorable impact related to changes in foreign currency exchange rates. Total sales for this segment grew 28.3%, with average selling prices contributing 22.0%, volume and mix contributing 6.7%, and the change in foreign currency exchange rates contributing -0.4%. •The increase in net sales within the Animal Nutrition & Health segment for the third quarter of 2022 compared to the third quarter of 2021 was the result of higher sales in both monogastric and ruminant species markets, the contribution from the recent acquisition of Bergstrom which included a small Animal Nutrition business, partially offset by an unfavorable impact related to changes in foreign currency exchange rates. Total sales for this segment grew 16.7%, with average selling prices contributing 24.1%, volume and mix contributing -3.0%, and the change in foreign currency exchange rates contributing -4.3%. •The increase in Specialty Products segment sales for the third quarter of 2022 compared to 2021 was due to higher sales of products in the performance gases business, partially offset by lower plant nutrition sales, and an unfavorable impact related to changes in foreign currency exchange rates. Total sales for this segment grew 7.3% with average selling prices 31 -------------------------------------------------------------------------------- Table of Contents contributing 18.0%, the change in foreign currency exchange rates contributing -3.8%, and volume and mix contributing -6.9%.
•Sales relating to Other increased from the prior year due to higher demand.
•Sales may fluctuate in future periods based on macroeconomic conditions, competitive dynamics, changes in customer preferences, and our ability to successfully introduce new products to the market.
Gross Margin
Three Months Ended September 30, Increase
(in thousands) 2022 2021 (Decrease) % Change
Gross margin $ 68,430 $ 60,934 $ 7,496 12.3 %
% of net sales 28.0 % 30.8 %
Gross margin dollars increased in the third quarter of 2022 compared to the
third quarter of 2021 due to the aforementioned higher sales of $46,398 ,
partially offset by an increase in cost of goods sold of $38,902 . The 28.4%
increase in cost of goods sold was driven mainly by the higher sales as well as
the significant inflation of manufacturing input costs, primarily related to raw
materials, and the timing of insurance proceeds received in the prior year.
Operating Expenses
Three Months Ended September 30, Increase
(in thousands) 2022 2021 (Decrease) % Change
Operating expenses $ 34,805 $ 28,421 $ 6,384 22.5 %
% of net sales 14.2 % 14.4 %
The increase in operating expenses was primarily due to incremental operating
expenses related to acquisitions of $4,193 , an increase in outside services of
$1,588 , and additional amortization of $1,426 , partially offset by lower
compensation-related costs of 2,148.
Earnings from Operations
Three Months Ended September 30, Increase
(in thousands) 2022 2021 (Decrease) % Change
Human Nutrition & Health $ 20,584 $ 19,801 $ 783 4.0 %
Animal Nutrition & Health 8,036 7,442 594 8.0 %
Specialty Products 7,105 6,455 650 10.1 %
Other and unallocated (2,100) (1,185) (915) (77.2) %
Earnings from operations $ 33,625 $ 32,513 $ 1,112 3.4 %
% of net sales (operating
margin) 13.8 % 16.4 %
•Earnings from operations for the Human Nutrition & Health segment increased
primarily due to the aforementioned higher sales and higher average selling
prices, partially offset by higher manufacturing input costs, higher
amortization and operating expenses related to the recent acquisitions, and the
timing of an insurance reimbursement received in the prior year. Gross margin as
a percentage of sales decreased by 207 basis points, due to a significant
increase in certain manufacturing input costs, largely related to raw materials,
and the timing of an insurance reimbursement received in the prior year.
Additionally, total operating expenses for this segment increased by $5,857 ,
primarily due to incremental operating expenses related to acquisitions of
$3,677 and additional amortization of $1,449 .
•Animal Nutrition & Health segment earnings from operations increased primarily due to the aforementioned higher sales and higher average selling prices, partially offset by increases in manufacturing input costs and distribution costs. Gross margin
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as a percentage of sales decreased by 408 basis points, due to a significant
increase in certain manufacturing input costs, largely related to raw materials.
Additionally, operating expenses for this segment decreased by $973 , which was
largely related to a decrease in compensation-related costs.
•The increase in earnings from operations for the Specialty Products segment was
primarily due to the aforementioned higher sales, partially offset by a 109
basis point decrease in gross margin as a percentage of sales, due to a
significant increase in certain manufacturing input costs, largely related to
raw materials. Total operating expenses for this segment remained flat.
•The increase in Other and unallocated was primarily driven by the aforementioned higher sales, partially offset by an increase in transaction costs, primarily related to the acquisitions.
Other Expenses (Income)
Three Months Ended September 30, Increase
(in thousands) 2022 2021 (Decrease) % Change
Interest expense $ 3,642 $ 556 $ 3,086 555.0 %
Other, net (1,102) (128) (974) 760.9 %
$ 2,540 $ 428 $ 2,112 493.5 %
Interest expense for the three months ended
The increase in interest expense is due to the additional borrowings in connection with the acquisitions and rising interest rates.
Income Tax Expense
Three Months Ended September 30, Increase
(in thousands) 2022 2021 (Decrease) % Change
Income tax expense $ 5,836 $ 7,072 $ (1,236) (17.5) %
Effective tax rate 18.8 % 22.0 %
The decrease in the effective tax rate was primarily due to a favorable provision to return adjustment related to an increase in certain tax credits and deductions.
Nine months endedSeptember 30, 2022 compared to nine months endedSeptember 30, 2021 . Net Earnings Nine Months Ended September 30, Increase (in thousands) 2022 2021 (Decrease) % Change Net sales$ 709,827 $ 585,890 $ 123,937 21.2 % Gross margin 211,812 179,108 32,704 18.3 % Operating expenses 99,931 85,427 14,504 17.0 % Earnings from operations 111,881 93,681 18,200 19.4 % Other expense, net 3,908 1,594 2,314 145.2 % Income tax expense 24,012 20,932 3,080 14.7 % Net earnings $ 83,961$ 71,155 $ 12,806 18.0 % 33
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Table of ContentsNet Sales Nine Months Ended September 30, Increase (in thousands) 2022 2021 (Decrease) % Change Human Nutrition & Health$ 396,728 $ 327,187 $ 69,541 21.3 % Animal Nutrition & Health 197,546 161,821 35,725 22.1 % Specialty Products 99,622 89,645 9,977 11.1 % Other 15,931 7,237 8,694 120.1 % Total$ 709,827 $ 585,890 $ 123,937 21.2 % •The increase in net sales within the Human Nutrition & Health segment for the nine months endedSeptember 30, 2022 as compared to 2021 was primarily attributed to sales growth within food and beverage markets, the contribution from recent acquisitions, as well as higher sales within the minerals and nutrients business, partially offset by an unfavorable impact related to change in foreign currency exchange rates. Total sales for this segment grew 21.3%, with average selling prices contributing 18.2%, volume and mix contributing 3.4%, and the change in foreign currency exchange rates contributing -0.3%. •The increase in net sales within the Animal Nutrition & Health segment for the nine months endedSeptember 30, 2022 compared to 2021 was primarily the result of higher sales in monogastric and ruminant species markets, partially offset by an unfavorable impact related to changes in foreign currency exchange rates. Total sales for this segment grew 22.1%, with average selling prices contributing 28.0%, volume and mix contributing -2.6%, and the change in foreign currency exchange rates contributing -3.3%. •The increase in Specialty Products segment sales for the nine months endedSeptember 30, 2022 compared to 2021 was primarily due to higher sales of products in the medical device sterilization market, partially offset by lower plant nutrition sales, and an unfavorable impact related to changes in foreign currency exchange rates. Total sales for this segment grew 11.1%, with average selling prices contributing 17.1%, volume and mix contributing -3.2%, and the change in foreign currency exchange rates contributing -2.7%. •Sales relating to Other increased from the prior year due to higher demand. Gross Margin Nine Months Ended September 30, Increase (in thousands) 2022 2021 (Decrease) % Change Gross margin$ 211,812 $ 179,108 $ 32,704 18.3 % % of net sales 29.8 % 30.6 % Gross margin dollars increased for the nine months endedSeptember 30, 2022 compared to 2021 due to the aforementioned higher sales of$123,937 , partially offset by an increase in cost of goods sold of$91,233 . The 22.4% increase in cost of goods sold was mainly driven by the higher sales, significant inflation of manufacturing input costs, primarily related to raw materials, and the timing of an insurance reimbursement, partially offset by the timing of costs associated with a flash flood event in the prior year. Operating Expenses Nine Months Ended September 30, Increase (in thousands) 2022 2021 (Decrease) % Change Operating expenses$ 99,931 $ 85,427 $ 14,504 17.0 % % of net sales 14.1 % 14.6 % The increase in operating expenses was primarily due to an increase in outside services of$4,445 , incremental operating expenses related to the acquisitions of$3,717 , higher compensation-related costs of$2,008 , and transaction costs of$1,934 . 34
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Earnings from Operations
Nine Months Ended September 30, Increase
(in thousands) 2022 2021 (Decrease) % Change
Human Nutrition & Health $ 64,592 $ 58,512 $ 6,080 10.4 %
Animal Nutrition & Health 26,943 16,059 10,884 67.8 %
Specialty Products 24,785 23,373 1,412 6.0 %
Other and unallocated (4,439) (4,263) (176) (4.1) %
Earnings from operations $ 111,881 $ 93,681 $ 18,200 19.4 %
% of net sales (operating
margin) 15.8 % 16.0 %
•Earnings from operations for the Human Nutrition & Health segment increased
primarily due to the aforementioned higher sales, partially offset by a 139
basis point decrease in gross margin as a percentage of sales, primarily due to
a significant increase in certain manufacturing input costs, largely related to
raw materials. Additionally, operating expenses for this segment increased by
$9,964 , primarily due to incremental operating expenses related to the
acquisitions of $3,674 , outside services of $2,572 , and higher
compensation-related costs of $1,062 .
•Animal Nutrition & Health segment earnings from operations increased primarily
due to the aforementioned higher sales and a 207 basis point increase in gross
margin as a percentage of sales primarily related to the timing of costs
associated with the recovery of a flash flood event in the prior year, partially
offset by a significant increase in certain manufacturing input costs, largely
related to raw materials. Additionally, operating expenses for this segment
increased by $786 , primarily related to higher outside services of $849 .
•The increase in earnings from operations for the Specialty Products segment was
primarily due to the aforementioned higher sales, partially offset by a 208
basis point decrease in gross margin as a percentage of sales, primarily due to
a significant increase in certain manufacturing input costs, largely related to
raw materials. Additionally, operating expenses for this segment increased by
$1,315 , primarily related to higher compensation-related costs.
•Earnings from operations relating to Other increased from the prior year primarily due to the aforementioned higher sales, partially offset by an increase in transaction costs, mainly related to the acquisitions.
Other Expenses (Income)
Nine Months Ended September 30, Increase
(in thousands) 2022 2021 (Decrease) % Change
Interest expense $ 5,147 $ 1,889 $ 3,258 172.5 %
Other, net (1,239) (295) (944) 320.0 %
$ 3,908 $ 1,594 $ 2,314 145.2 %
Interest expense for the nine months ended
The increase in interest expense is due to the additional borrowings in connection with the acquisitions and rising interest rates.
Income Tax Expense
Nine Months Ended September 30, Increase
(in thousands) 2022 2021 (Decrease) % Change
Income tax expense $ 24,012 $ 20,932 $ 3,080 14.7 %
Effective tax rate 22.2 % 22.7 %
The decrease in the effective tax rate was primarily due to a favorable
provision to return adjustment related to an increase in certain tax credits and
deductions, which was offset by a change in mix of earnings in higher taxing
jurisdictions.
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FINANCIAL CONDITION
LIQUIDITY AND CAPITAL RESOURCES
(All amounts in thousands, except share and per share data)
In June 2022 , we drew down $345,000 from our revolving credit facility to fund
the acquisition of Kappa. In connection with this transaction, the seller has an
opportunity to receive an additional payment in 2024 if certain financial
performance targets and other metrics are met, and therefore we recorded a
contingent consideration liability of kr245,000 (translated to $22,712 as of
September 30, 2022 ) as part of the consideration given in the second quarter of
2022 (see Note 2, "Significant Acquisitions"). In August 2022 , we drew down an
additional $70,000 from our revolving credit facility to fund the acquisition of
Bergstrom. In connection with this transaction, the seller has an opportunity to
receive an additional payment if certain financial performance targets and other
metrics are met, and therefore we recorded a contingent consideration liability
of $7,835 as part of the consideration given in the third quarter of 2022 (see
Note 2, "Significant Acquisitions"). Excluding the events previously mentioned,
there were no other material changes during the nine months ended September 30,
2022 outside the ordinary course of business in the specified contractual
obligations set forth in our Annual Report on Form 10-K for the year ended
December 31, 2021 . We expect our operations to continue generating sufficient
cash flow to fund working capital requirements and necessary capital
investments. We are actively pursuing additional acquisition candidates. On July
27, 2022 , we entered into an Amended and Restated Credit Agreement with a bank
syndicate providing for a revolving loan of $550,000 , due July 27, 2027 . The
revolving loan proceeds were used to pay down the existing debt under the 2018
Credit Agreement and may be used for working capital, letters of credit, and
other corporate purposes. We could seek additional bank loans or access to
financial markets to fund such acquisitions, our operations, working capital,
necessary capital investments or other cash requirements should we deem it
necessary to do so.
Cash
Cash and cash equivalents decreased to$56,489 atSeptember 30, 2022 from$103,239 atDecember 31, 2021 . AtSeptember 30, 2022 , the Company had$39,191 of cash and cash equivalents held by foreign subsidiaries. We presently intend to permanently reinvest these funds in foreign operations by continuing to make additional plant related investments, and potentially invest in partnerships or acquisitions; therefore, we do not currently expect to repatriate these funds in order to fundU.S. operations or obligations. However, if these funds are needed forU.S. operations, we could be required to pay additional withholding taxes to repatriate these funds. Working capital was$226,026 atSeptember 30, 2022 as compared to$178,430 atDecember 31, 2021 , an increase of$47,596 . Working capital reflects the payment of the 2021 declared dividend in 2022 of$20,708 , payments on the revolving loan and acquired debt of$111,782 , and capital expenditures and intangible assets acquired of$35,793 . Nine Months Ended September 30, Increase (in thousands) 2022 2021 (Decrease) % Change Cash flows provided by operating activities$ 96,881 $ 116,023 $ (19,142) (16.5) % Cash flows used in investing activities (401,525) (21,119) (380,406) (1801.3) % Cash flows provided by (used in) financing activities 268,080 (86,233) 354,313 410.9 % Operating Activities
The decrease in cash flows from operating activities was primarily driven by changes in working capital and the timing of increased sales, restocking of inventory, and payments to suppliers.
Investing Activities
As previously noted, onJune 21, 2022 , we completed the acquisition of Kappa, a leading science-based manufacturer of specialty vitamin K2 for the human nutrition industry, headquartered inOslo, Norway . OnAugust 30, 2022 , we completed another acquisition of Bergstrom, a leading science-based manufacturer of MSM, based inVancouver, Washington . Cash paid for these acquisitions, net of cash acquired, amounted to$365,780 . We continue to invest in corporate projects, improvements across all production facilities, and intangible assets. Total investments in property, plant and equipment and intangible assets were$35,793 and$22,391 for the nine months endedSeptember 30, 2022 and 2021, respectively. 36
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Financing Activities
As previously noted, the acquisition of Kappa was primarily funded through the 2018 Credit Agreement and the acquisition of Bergstrom was funded through the 2022 Credit Agreement. We borrowed$435,000 against the revolving loan and made total loan payments of$81,000 during the nine months endedSeptember 30, 2022 , resulting in$87,431 available under the 2022 Credit Agreement as ofSeptember 30, 2022 . In addition, we made payments of$30,782 on the acquired debt related to the acquisitions. We have an approved stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program inJune 1999 , a total of 3,069,266 shares have been purchased. We repurchase shares from employees in connection with settlement of transactions under our equity incentive plans. We also intend to acquire shares from time to time at prevailing market prices if and to the extent we deem it is advisable to do so based on our assessment of corporate cash flow, market conditions and other factors. Proceeds from stock options exercised were$2,172 and$6,351 for the nine months endedSeptember 30, 2022 and 2021, respectively. Dividend payments were$20,708 and$18,704 for the nine months endedSeptember 30, 2022 and 2021, respectively.
Other Matters Impacting Liquidity
We currently provide postretirement benefits in the form of two retirement medical plans, as discussed in Note 15 - Employee Benefit Plans. The liability recorded in "Other long-term liabilities" on the condensed consolidated balance sheets as ofSeptember 30, 2022 andDecember 31, 2021 was$1,247 and$1,293 , respectively, and the plans are not funded. Historical cash payments made under these plans have typically been less than$100 per year. We do not anticipate any changes to the payments made in the current year for the plans. OnJune 1, 2018 , we established an unfunded, nonqualified deferred compensation plan maintained for the benefit of a select group of management or highly compensated employees. Assets of the plan are held in a rabbi trust, which are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company. The deferred compensation liability as ofSeptember 30, 2022 andDecember 31, 2021 was$8,011 and$6,251 , respectively, and was included in "other long-term obligations" on our balance sheet. The related rabbi trust assets were$8,032 and$6,267 as ofSeptember 30, 2022 andDecember 31, 2021 , respectively, and were included in "other non-current assets" on the condensed consolidated balance sheets. Chemogas has an unfunded defined benefit plan. The plan provides for the payment of a lump sum at retirement or payments in case of death of the covered employees. The amount recorded for these obligations on our balance sheets as ofSeptember 30, 2022 andDecember 31, 2021 were$607 and$684 , respectively, and were included in "other long-term obligations."
Critical Accounting Policies
There were no changes to the Company's Critical Accounting Policies, as
described in its
Related Party Transactions
We were engaged in related party transactions withSt. Gabriel CC Company, LLC during the three and nine months endedSeptember 30, 2022 . Refer to Note 18, "Related Party Transactions".
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