Balchem(BCPC) - 2023 Q4 - Annual Report

Part I Business Balchem Corporation develops and markets specialty ingredients across Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products segments, supported by strategic acquisitions and operational investments - Balchem operates through three primary business segments: Human Nutrition and Health (HNH), Animal Nutrition and Health (ANH), and Specialty Products, serving markets from nutritional supplements to medical device sterilization[8] - In 2022, the company completed two key acquisitions to bolster its Human Nutrition and Health segment: Kappa Bioscience, a manufacturer of vitamin K2, and Bergstrom Nutrition, a leading producer of MSM (methylsulfonylmethane)[17] Research and Development Expenses (2021-2023) | Year | R&D Expense (in thousands) | | :--- | :--- | | 2023 | $15,049 | | 2022 | $12,191 | | 2021 | $13,524 | Capital Expenditures (2021-2023) and 2024 Projection | Year / Period | Capital Expenditures (in thousands) | | :--- | :--- | | 2023 | $37,274 | | 2022 | $49,086 | | 2021 | $36,142 | | 2024 (Projected) | $35,000 - $40,000 | - As of December 31, 2023, Balchem employed approximately 1,302 full-time employees worldwide, with about 18% covered by collective bargaining agreements[38] Employee Turnover Rate (2022-2023) | Employee Type | 2023 Turnover Rate | 2022 Turnover Rate | | :--- | :--- | :--- | | Salaried | 11% | 15% | | Hourly | 29% | 36% | Risk Factors The company faces operational, financial, and regulatory risks, including supply chain disruptions, economic volatility, and environmental compliance - Operational Risks: The company faces risks from its international sales and manufacturing, supply chain disruptions due to geopolitical conflicts, reliance on manufacturing facilities, and potential cybersecurity attacks on its IT systems[51][52][63] - Business and Financial Risks: Key risks include intense competition, adverse global economic conditions like inflation and recession, raw material price fluctuations, currency translation risk, and risks associated with debt, such as interest rate fluctuations and restrictive covenants[67][68][71] - Legal, Regulatory, and Compliance Risks: The company is exposed to risks from potential product liability claims, infringement of intellectual property, reputational damage related to ESG matters, and stringent environmental regulations, particularly the EPA's ongoing review of ethylene oxide, which could impact customers in the medical device sterilization industry[86][88][99] Unresolved Staff Comments The company reports no unresolved staff comments from the Securities and Exchange Commission - None[100] Cybersecurity Balchem's cybersecurity program, overseen by the Audit Committee and aligned with the NIST framework, includes proactive testing and a crisis management plan - Cybersecurity oversight is managed by the Board's Audit Committee, with the global head of Information Security reporting to the CFO and providing at least annual updates to the committee and full Board[101] - The company's cybersecurity program is built on the U.S. National Institute of Standards and Technology (NIST) framework and is tested annually by an independent third party[102] - In the event of a cybersecurity incident, the company would implement its crisis management plan, which includes steps for internal reporting, information assessment, communication strategy, response monitoring, and recovery[106] Properties Balchem operates 38 owned and leased facilities globally for manufacturing, warehousing, and administration, supporting its business segments Summary of Principal Properties by Segment | Segment | Location | Administrative | Manufacturing | Warehousing | | :--- | :--- | :--- | :--- | :--- | | Corporate | 5 U.S. cities | 5 | — | — | | HNH | 17 U.S. cities and 6 foreign countries | 1 | 16 | 6 | | ANH | 9 U.S. cities and 3 foreign countries | — | 10 | 2 | | Specialty Products | 6 U.S. cities and 6 foreign countries | 2 | 8 | 2 | | Other | 2 U.S. cities and 1 foreign country | — | 3 | — | Legal Proceedings Balchem is involved in various legal proceedings incidental to its business, none of which are expected to have a material adverse effect - The company is involved in a variety of lawsuits and legal proceedings incidental to its business but does not expect them to have a material adverse effect on its financial condition or results[110][111] Mine Safety Disclosures This section is not applicable to the company - Not applicable[112] Information about Our Executive Officers This section lists Balchem Corporation's executive officers as of February 16, 2024, including their names, ages, and positions Executive Officers as of February 16, 2024 | Name | Age | Position | | :--- | :--- | :--- | | Theodore L. Harris | 58 | Chairman, President and Chief Executive Officer | | C. Martin Bengtsson | 46 | Executive Vice President and Chief Financial Officer | | Hatsuki Miyata | 48 | Executive Vice President, General Counsel and Secretary | | Frederic Boned | 46 | Senior Vice President and General Manager, Human Nutrition and Health | | Jonathan H. Griffin | 48 | Senior Vice President and General Manager, Animal Nutrition and Health | | Martin L. Reid | 57 | Senior Vice President and Chief Supply Chain Officer | | Michael R. Sestrick, Ph.D. | 60 | Senior Vice President and Chief Technology Officer | | M. Brent Tignor | 46 | Senior Vice President and Chief Human Resources Officer | | Job L. van Gunsteren | 48 | Senior Vice President and General Manager, Specialty Products | | William A. Backus | 57 | Vice President and Chief Accounting Officer | Part II Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Balchem's common stock trades on Nasdaq under "BCPC," with 64 record holders as of February 2, 2024, and the company repurchased shares primarily for tax settlements in 2023 - The company's common stock is listed on the Nasdaq Stock Market LLC under the symbol "BCPC". As of February 2, 2024, there were 64 record holders[119] 2023 Share Repurchase Summary | Quarter | Total Shares Purchased | Average Price Paid Per Share | | :--- | :--- | :--- | | First Quarter | 28,109 | - | | Second Quarter | 567 | - | | Third Quarter | 775 | - | | Fourth Quarter | 3,107 | - | | Total | 32,558 | - | - No share repurchases were made under the company's publicly announced stock repurchase program during 2023, other than shares withheld for tax purposes from employees[125] [Reserved] This item is reserved and contains no information Management's Discussion and Analysis of Financial Condition and Results of Operations In fiscal year 2023, Balchem's net sales decreased 2.1% to $922.4 million, while earnings from operations increased 9.6% to $159.2 million, supported by strong operating cash flow Results of Operations - Fiscal Year 2023 compared to Fiscal Year 2022 In 2023, net sales decreased 2.1% to $922.4 million, driven by declines in ANH and Specialty Products, while gross margin improved 7.7% to $302.1 million Consolidated Financial Summary (2023 vs. 2022) | Metric (in thousands) | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Net sales | $922,439 | $942,358 | (2.1)% | | Gross margin | $302,056 | $280,451 | 7.7% | | Earnings from operations | $159,193 | $145,186 | 9.6% | | Net earnings | $108,543 | $105,367 | 3.0% | Net Sales by Segment (2023 vs. 2022) | Segment (in thousands) | 2023 | 2022 | % Change | | :--- | :--- | :--- | :--- | | Human Nutrition and Health | $550,751 | $527,131 | 4.5% | | Animal Nutrition and Health | $238,326 | $262,297 | (9.1)% | | Specialty Products | $125,965 | $131,438 | (4.2)% | - The increase in operating expenses was primarily due to $7.8 million in restructuring charges and $7.7 million in incremental expenses from the Kappa and Bergstrom acquisitions, partially offset by a $10.8 million favorable adjustment to transaction costs[141] - Interest expense increased 120.2% to $22.6 million due to additional borrowings for acquisitions and higher interest rates[145] Liquidity and Capital Resources As of December 31, 2023, Balchem reported $64.4 million in cash, with operating cash flow increasing 32.6% to $183.8 million, used for debt reduction and capital expenditures Cash Flow Summary (in thousands) | Activity | 2023 | 2022 | | :--- | :--- | :--- | | Cash flows provided by operating activities | $183,761 | $138,536 | | Cash flows used in investing activities | ($34,813) | ($416,014) | | Cash flows (used in) provided by financing activities | ($153,321) | $246,679 | - Cash and cash equivalents decreased to $64.4 million at year-end 2023. Significant cash payments during the year included $131.0 million in net payments on the revolving loan, $37.9 million in capital expenditures, and $22.9 million in dividend payments[150] - In 2023, the company made net payments of $131.0 million on its revolving loan, leaving $240.4 million available under its credit agreement as of December 31, 2023[155] Critical Accounting Estimates Management identifies critical accounting estimates in goodwill and intangible asset valuation, contingent consideration liabilities, and income tax calculations, all requiring significant judgment - The valuation of goodwill and intangible assets, and the assessment for impairment, involve significant estimation uncertainty regarding future cash flows, growth rates, and discount rates[164] - The valuation of contingent consideration liabilities related to acquisitions requires significant estimation, although as of December 31, 2023, the earn-out periods had concluded, reducing this uncertainty[165] - The calculation of income taxes, deferred tax assets/liabilities, and any necessary valuation allowances involves significant judgment regarding future taxable income and tax planning strategies[166] Quantitative and Qualitative Disclosures About Market Risk The company faces market risks from interest rate fluctuations on variable-rate debt and foreign currency volatility, with hedging instruments maturing in 2023 - The company is exposed to interest rate risk on its revolving loan, which bears a fluctuating rate. A 100 basis point increase or decrease in interest rates would change annual interest expense by approximately $3,096 thousand[168] - Derivative instruments, including an interest rate swap and a cross-currency swap used for hedging, matured and settled on June 27, 2023[168][169][170] Financial Statements and Supplementary Data This section presents Balchem's audited consolidated financial statements for fiscal years 2021-2023, including balance sheets, statements of earnings, and cash flows Consolidated Statements of Earnings (in thousands) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net sales | $922,439 | $942,358 | $799,023 | | Gross margin | $302,056 | $280,451 | $243,174 | | Earnings from operations | $159,193 | $145,186 | $127,502 | | Net earnings | $108,543 | $105,367 | $96,104 | | Diluted EPS | $3.35 | $3.25 | $2.94 | Consolidated Balance Sheet Highlights (in thousands) | | Dec 31, 2023 | Dec 31, 2022 | | :--- | :--- | :--- | | Total Current Assets | $314,242 | $335,803 | | Total Assets | $1,597,211 | $1,624,512 | | Total Current Liabilities | $148,491 | $140,042 | | Revolving loan | $309,569 | $440,569 | | Total Liabilities | $543,227 | $686,228 | | Total Stockholders' Equity | $1,053,984 | $938,284 | Consolidated Statements of Cash Flows (in thousands) | | 2023 | 2022 | 2021 | | :--- | :--- | :--- | :--- | | Net cash provided by operating activities | $183,761 | $138,536 | $160,514 | | Net cash used in investing activities | ($34,813) | ($416,014) | ($35,300) | | Net cash (used in) provided by financing activities | ($153,321) | $246,679 | ($102,178) | | (Decrease) increase in cash | ($2,113) | ($36,679) | $18,668 | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with its accountants regarding accounting principles, financial disclosure, or auditing procedures - None[368] Controls and Procedures Management concluded that Balchem's disclosure controls and internal control over financial reporting were effective as of December 31, 2023, including recently acquired businesses - The company's management, including the CEO and CFO, concluded that disclosure controls and procedures were effective as of December 31, 2023[370] - Based on the COSO 2013 framework, management determined that the company's internal control over financial reporting was effective as of December 31, 2023[373] - As of December 31, 2023, management's assessment of internal controls now includes the recently acquired Kappa and Bergstrom businesses[375] Other Information No directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the fourth quarter of 2023 - No directors or officers made changes to a Rule 10b5-1 trading arrangement in the fourth quarter of 2023[377] Part III Directors, Executive Officers and Corporate Governance Information on directors, executive officers, and corporate governance is incorporated by reference from the company's 2024 Proxy Statement - Information required by this item is incorporated by reference from the Registrant's 2024 Proxy Statement[379] Executive Compensation Executive compensation details, Compensation Committee Report, and insider participation are incorporated by reference from the 2024 Proxy Statement - Information required by this item is incorporated by reference from the Registrant's 2024 Proxy Statement[380] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Security ownership details for beneficial owners and management, along with equity compensation plans, are incorporated by reference from the 2024 Proxy Statement - Information required by this item is incorporated by reference from the Registrant's 2024 Proxy Statement[381] Certain Relationships and Related Transactions, and Director Independence Information on related party transactions and director independence is incorporated by reference from the 2024 Proxy Statement - Information required by this item is incorporated by reference from the Registrant's 2024 Proxy Statement[381] Principal Accountant Fees and Services Information on fees paid to and services provided by the principal accountant is incorporated by reference from the 2024 Proxy Statement - Information required by this item is incorporated by reference from the Registrant's 2024 Proxy Statement[382] Part IV Exhibits and Financial Statement Schedules This section lists all documents filed as part of the Form 10-K, including financial statements, schedules, and various exhibits - This section contains the index of financial statements, financial statement schedules, and exhibits filed with the Form 10-K[385]