BALCHEM CORP (BCPC)

Item 2.    Management's Discussion and Analysis of Financial Condition and Results of Operations

(All amounts in thousands, except share and per share data)

Forward-Looking Statements

This report contains forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, which reflect our expectation or belief concerning future events that involve risks and uncertainties. These forward-looking statements generally are identified by the words "believe," "project," "expect," "anticipate," "estimate," "forecast," "outlook," "intend," "strategy," "future," "opportunity," "plan," "may," "should," "will," "would," "will be," "will continue," "will likely result," or the negative thereof or variations thereon or similar expressions generally intended to identify forward-looking statements. Actions and performance could differ materially from what is contemplated by the forward-looking statements contained in this report. Factors that might cause differences from the forward-looking statements include those referred to or identified in Item 1A of the Annual Report on Form 10-K for the year ended December 31, 2025 and other factors that may be identified elsewhere in this report. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

Factors that may affect our forward-looking statements include, among other things: (1) our ability to manage risks associated with our sales to customers and manufacturing operations outside the United States, including changes in tariffs, sanctions, trade restrictions and trade relations, political and economic instability and geopolitical tensions; (2) supply chain disruptions due to political unrest, terrorist acts, and national and international conflicts; (3) reliability and sufficiency of our manufacturing facilities; (4) our ability to recruit and retain a highly qualified and motivated workforce; (5) our ability to effectively manage labor relations; (6) the effects of global climate change or other unexpected events, including global health crises, that may disrupt our operations; (7) our ability to manage risks related to our information technology and operational technology systems and cybersecurity; (8) our reliance on third-party vendors for many of the critical elements of our global information and operational technology infrastructure and their failure to provide effective support for such infrastructure; (9) disruption and breaches of our information systems; (10) increased competition and our ability to anticipate evolving trends in the market; (11) global economic conditions, including inflation, recession, changes in tariffs and trade relations; (12) raw material shortages or price increases; (13) currency translation and currency transaction risks; (14) interest rate risks; (15) our ability to successfully consummate and manage acquisitions, joint ventures and divestitures; (16) our ability to effectively manage and implement restructuring initiatives or other organizational changes; (17) changes in our relationships with our vendors, changes in tax or trade policy, interruptions in our operations or supply chain, political or financial instability and geopolitical tensions; (18) adverse publicity or consumer concern regarding the safety or quality of food products containing our products; (19) the outcome of any litigation, governmental investigations or proceedings; (20) product liability claims and recalls; (21) our ability to protect our brand reputation and trademarks; (22) claims of infringement of intellectual property rights by third parties; (23) risks related to corporate social responsibility and reputational matters; (24) improper conduct by any of our employees, agents or business partners; (25) changes to, or changes in interpretations of, current laws and regulations, and loss of governmental permits and approvals; and (26) regulatory requirements for ethylene oxide users that have impacted, and may continue to impact, such users’ ability to use the ethylene oxide process to sterilize medical devices, among other things.

Overview

We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, performance gases, plant nutrition and industrial markets. Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".

Balchem is committed to solving today's challenges to shape a healthier tomorrow by operating responsibly and providing innovative solutions for the health and nutritional needs of the world. Sustainability is at the heart of our company's vision to make the world a healthier place and plays an important role in our strategies and in long-term value creation for our stakeholders. Our framework focuses on the sustainability topics most relevant to our business and stakeholders, and has been fully integrated into our governance structure and everyday operations. We are very proud of our significant progress relating to the Company's corporate social responsibilities and will continue to foster these fundamental principles broadly along our entire value chain, develop new ideas and technologies that help us work smarter, and help build a world that is a better place to live.

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As of June 30, 2026, we employed approximately 1,379 full time employees worldwide. Labor market conditions remained generally stable during the quarter, supporting our ability to attract and retain skilled and experienced employees in a competitive talent market. Additionally, we continued to invest in and leverage technology solutions to enhance productivity, improve performance, and drive operational efficiencies across the organization.

Recent Developments

Geopolitical Conflicts

We continue to monitor the heightened geopolitical tensions in the Middle East, including conflicts involving Iran, which have, or may have, certain effects on our business and broader consequences, including increased energy prices, certain raw material costs, increased freight costs, and volatility in shipping patterns. All above impacts may adversely affect the global economy and may have the effect of heightening the operational risks disclosed in the "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025.

Tariffs

We continue to monitor developments with respect to tariffs and other trade policy matters closely, including impacts from the U.S. Supreme Court decision in February 2026 that invalidated certain tariffs previously imposed under the International Emergency Economic Powers Act (“IEEPA”). Following the ruling, the U.S. presidential administration imposed additional tariffs under other statutory authorities, resulting in a rapidly evolving tariff environment. The online portal and process to submit IEEPA tariff refund requests became available on April 20, 2026, and as of June 2026, we have participated in the process for refunds to the extent we were the importer of record and directly paid tariffs under IEEPA. At this time, we cannot reasonably estimate the total financial impact of these developments; however, we do not expect them to have a material effect on our future results of operations or cash flows. We will continue to monitor and evaluate new information as it becomes available.

Segment Results

We sell products for all three segments through our own sales force, independent distributors, and sales agents.

The following tables summarize consolidated net sales by segment and business segment earnings from operations for the three and six months ended June 30, 2026 and 2025:

(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 transaction and integration costs of $22 and $917 for the three and six months ended June 30, 2026, respectively, and $405 and $894 for the three and six months ended June 30, 2025, respectively.

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Results of Operations - Three Months Ended June 30, 2026 and 2025

Net Earnings

Net Sales

•The increase in net sales within the Human Nutrition & Health segment for the second quarter of 2026 as compared to the second quarter of 2025 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses. Total sales for this segment grew 10.0%, with volume and mix contributing 7.0%, average selling prices contributing 2.7%, and the change in foreign currency exchange rates contributing 0.4%.

•The increase in net sales within the Animal Nutrition & Health segment for the second quarter

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Item 7.    Management’s Discussion and Analysis of Financial Condition and Results of Operations

(All amounts in thousands, except share and per share data)

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the related notes included in this report. Refer to Part II, Item 7 in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (filed with the SEC on February 21, 2025) for additional discussion of our financial condition and results of operations for the year ended December 31, 2023. In addition, discussion of year-to-year comparisons between 2024 and 2023 are not included in this Annual Report on Form 10-K, and can be found in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 2024. Those statements in the following discussion that are not historical in nature should be considered to be forward-looking statements that are inherently uncertain. See “Cautionary Statement Regarding Forward-Looking Statements.”

Overview

We develop, manufacture, distribute and market specialty performance ingredients and products for the nutritional, food, pharmaceutical, animal health, plant nutrition, sterilization, fumigation, and industrial markets. Our three reportable segments are strategic businesses that offer products and services to different markets: Human Nutrition and Health, Animal Nutrition and Health, and Specialty Products, as more fully described in Note 10, Segment Information, of the consolidated financial statements. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated".

Recent Developments

Anti-Dumping Investigation in the European Union

In late June 2025, the European Commission announced that it would impose provisional duties between 95.4% and 120.8% on imports into the European Union of choline chloride originating in the People’s Republic of China, effective July 1, 2025. The investigation was initiated by the European Commission in late October 2024, following a complaint lodged by Balchem Italia Srl and another complainant. On December 19, 2025, the European Commission published their final decision to set definitive duties between 90.0% and 115.9%. Further, the European Commission set rules to make it clear that the country of origin of choline chloride, regardless of form, will be the country where the chemical reaction between trimethylamine hydrochloride and ethylene oxide takes place.

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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 years ended December 31, 2025, 2024 and 2023 (in thousands):

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Results of Operations - Fiscal Year 2025 compared to Fiscal Year 2024

Summary of Consolidated Statements of Earnings

Management's discussion and analysis of the Consolidated Statements of Earnings is included below:

Net Sales

•The increase in net sales within the Human Nutrition and Health segment for 2025 compared to 2024 was driven by higher sales within both the nutrients business and the food ingredients and solutions businesses. Total sales for this segment grew 9.9%, with volume and mix contributing 6.6%, average selling prices contributing 2.8%, and the change in foreign currency exchange rates contributing 0.4%.

•The increase in net sales within the Animal Nutrition and Health segment for 2025 compared to 2024 was driven by higher sales in both the ruminant and monogastric species markets. Total sales for this segment increased by 7.5%, with average selling prices contributing 5.6%, volume and mix contributing 1.0%, and the change in foreign currency exchange rates contributing 0.9%.

•The increase in net sales within the Specialty Products segment for 2025 compared to 2024 was due to higher sales within both the performance gases market and the plant nutrition business. Total sales for this segment increased by 6.2%, with average selling prices contributing 4.0%, the change in foreign currency exchange rates contributing 1.3%, and volume and mix contributing 0.9%.

•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

Gross margin dollars increased for 2025 compared to 2024 due to higher sales and a favorable mix, partially offset by certain higher manufacturing input costs.

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Operating Expenses

The increase in operating expenses was primarily due to an increase in compensation-related expenses of $8,327 and higher professional services of $3,856, partially offset by lower amortization expense of $2,376 and a decrease in agent and broker commissions of $1,132.

Earnings From Operations

•Human Nutrition & Health segment earnings from operations increased $17,949 primarily due to a gross margin contribution of $22,438. The increase in gross margin was driven by the aforementioned higher sales and a favorable mix, partially offset by certain higher manufacturing input costs. The increase in gross margin was partially offset by an increase in operating expenses of $4,489, primarily due to higher compensation-related costs of $5,909, partially offset by lower amortization of $2,329.

•Animal Nutrition & Health segment earnings from operations increased $4,674 primarily due to a gross margin contribution of $7,259. The increase in gross margin was driven by the aforementioned higher sales and a favorable mix, partially offset by certain higher manufacturing input costs. The increase in gross margin was partially offset by an increase in operating expenses of $2,585, primarily driven by higher compensation-related expenses of $2,147.

•Specialty Products segment earnings from operations increased $2,995 primarily due to a gross margin contribution of $4,065. The increase in gross margin was driven by the aforementioned higher sales. This was partially offset by an increase in operating expenses of $1,070, primarily related to higher professional services of $831.

Other Expenses (Income)

Interest expense for 2025 and 2024 was primarily related to outstanding borrowings under the 2022 Credit Agreement. The decrease in net interest expense is mainly due to lower outstanding borrowings.

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Income Tax Expense

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

Liquidity and Capital Resources

Contractual Obligations

Our short-term purchase obligations primarily include contractual arrangements in the form of purchase orders with suppliers. As of December 31, 2025, such purchase obligations were $134,910. For debt obligations, see Note 7, Revolving Loan, and for operating and finance lease obligations, see Note 18, Leases.

We are not aware of any current or pending demands on, or commi

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