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STOCKHOLDERS' EQUITY
 12 Months Ended
Dec. 31, 2023
Stockholders' Equity Note [Abstract]  
STOCKHOLDERS' EQUITY STOCKHOLDERS’ EQUITY
Stock-Based Compensation

All share-based payments, including grants of stock options, are recognized in the statements of earnings as operating expenses, based on their fair values.

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 results for the years ended December 31, 2023, 2022 and 2021 reflected the following compensation cost and such compensation cost had the following effects on net earnings:
 Increase/(Decrease) for the
Year Ended December 31,
 202320222021
Cost of sales$1,900 $1,302 $845 
Operating expenses14,152 11,922 9,957 
Net earnings(12,375)(10,214)(8,370)

On December 31, 2023, the Company had one share-based compensation plan under which awards may be granted, which is described below.

In June 2017, the Company’s shareholders approved the Balchem Corporation 2017 Omnibus Incentive Plan (“2017 Plan”) for officers, employees and directors of the Company and its subsidiaries. The 2017 Plan replaced the 1999 Stock Plan and amendments and restatements thereto (collectively to be referred to as the “1999 Plan"), which expired in April 2018. No further awards will be made under the 1999 Plan, and the shares that remained available for grant under the 1999 Plan will only be used to settle outstanding awards granted under the 1999 Plan and will not become available under the 2017 Plan. On June 22, 2023, the Company’s shareholders approved an amendment and restatement of the 2017 Plan (the “Amended 2017 Plan”). The Amended 2017 Plan is administered by the Compensation Committee of the Board of Directors of the Company. The Amended 2017 Plan provides as follows: (i) for a termination date of June 22, 2033; (ii) the authorization of 2,400,000 shares for future grants (which represents an increase of 800,000 shares from the amount approved under the 2017 Plan); (iii) for the making of grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards, as well as for the making of cash performance awards; (iv) except as provided by the Compensation Committee or in an employment agreement as in effect on the effective date of the Amended 2017 Plan, no automatic acceleration of outstanding awards upon the occurrence of a change in control of the Company; (v) certain annual limits on the number of shares and amount of cash that may be granted; (vi) for dividends or dividend equivalents otherwise payable on an unvested award to accrue and be paid only at such time as the vesting conditions applicable to the underlying award have been satisfied; (vii) for incentive compensation recovery if the Company is required to prepare an accounting restatement of its financial statements, in accordance with any compensation recovery policy adopted by the Company, applicable law, government regulations or national securities exchange requirements, or in the discretion of the Compensation Committee in the event of a restatement due to the Company’s material noncompliance with any financial reporting requirements under the securities laws; and (viii) for compliance with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or the “Code”). No option will be exercisable for longer than ten years after the date of grant.

The shares to be issued upon exercise of the outstanding options have been approved, reserved and are adequate to cover all exercises. As of December 31, 2023, the Amended 2017 Plan had 1,034,260 shares available for future awards.

The Company has Restricted Stock Grant Agreements with the Company's non–employee directors and certain employees. Under the Restricted Stock Grant Agreements, certain shares of the Common Stock have been granted, ranging from 70 shares to 54,000 shares, to its non-employee directors and certain employees, subject to time-based vesting requirements.

The Company also has performance share (“PS”) awards, which provide the recipients the right to receive a certain number of shares of the Common Stock in the future, subject to an (1) EBITDA performance hurdle, where vesting is dependent upon the Company achieving a certain EBITDA percentage growth over the performance period, and (2) relative total shareholder return (“TSR”) market condition where vesting is dependent upon the Company’s TSR performance over the performance period (typically three years) relative to a comparator group consisting of the Russell 2000 index constituents.
The fair value of each option award issued under the Company’s stock plans is estimated on the date of grant using either the Black-Scholes model or the Binomial model, whichever is deemed to be most appropriate. For the years ended December 31, 2023, 2022, and 2021, the fair value of each option grant uses the assumptions noted in the following table. Expected volatilities are based on historical volatility of the Company’s stock. The expected term of the options is based on the Company’s historical experience of employees’ exercise behavior. Dividend yields are based on the Company’s historical dividend yields. Risk-free interest rates are based on the implied yields currently available on U.S. Treasury zero coupon issues with a remaining term equal to the expected life.
Year Ended December 31,
Weighted Average Assumptions:202320222021
Expected Volatility28.1 %30.3 %32.9 %
Expected Term (in years)4.87.34.9
Risk-Free Interest Rate3.9 %2.8 %0.5 %
Dividend Yield0.5 %0.5 %0.5 %
The value of the restricted shares is based on the fair value of the award at the date of grant.
Performance Share expense is measured based on the fair value at the date of grant utilizing a Black-Scholes methodology to produce a Monte-Carlo simulation model which allows for the incorporation of the performance hurdles that must be met before the Performance Share vests. The assumptions used in the fair value determination were risk free interest rates of 4.2%, 1.8%, and 0.2%; dividend yields of 0.5%, 0.5%, and 0.6%; volatilities of 32%, 32%, and 33%; and initial TSR’s of 4.2%, -15.7%, and 11.7% in each case for the years ended December 31, 2023, 2022, and 2021, respectively. Expense is based on the estimated 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. Expense is ultimately adjusted based on the actual achievement of service and performance targets. The Performance Shares will cliff vest 100% at the end of the third year following the grant in accordance with the performance metrics set forth.
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.
A summary of stock option plan activity for 2023, 2022, and 2021 for all plans is as follows:
202320222021
# of
Shares
(000s)		Weighted Average
Exercise Price		# of
Shares
(000s)		Weighted Average
Exercise Price		# of
Shares
(000s)		Weighted Average
Exercise Price
Outstanding at beginning of year1,045 $99.82 867 $88.19 858 $80.58 
Granted109 138.09 239 139.04 129 119.12 
Exercised(64)81.98 (44)73.58 (109)63.42 
Forfeited(11)131.79 (17)124.89 (10)106.93 
Cancelled(1)138.07 — — (1)74.57 
Outstanding at end of year1,078 $104.38 1,045 $99.82 867 $88.19 
Exercisable at end of year720 $88.49 654 $81.95 538 $75.51 

The aggregate intrinsic value for outstanding stock options was $47,889, $27,221 and $69,711 at December 31, 2023, 2022 and 2021, respectively, with a weighted average remaining contractual term of 5.7 years at December 31, 2023. Exercisable stock options at December 31, 2023 had an aggregate intrinsic value of $43,364 with a weighted average remaining contractual term of 4.4 years.
Other information pertaining to option activity during the years ended December 31, 2023, 2022 and 2021 is as follows:

 Years Ended December 31,
 202320222021
Weighted-average fair value of options granted$40.91 $44.77 $33.11 
Total intrinsic value of stock options exercised ($000s)$3,241 $2,713 $7,866 

Additional information related to stock options outstanding under all plans at December 31, 2023 is as follows:

  Options OutstandingOptions Exercisable
Range of Exercise
Prices		Shares
Outstanding
(000s)		Weighted
Average
Remaining
Contractual
 Term		Weighted
Average
 Exercise
Price		Number
Exercisable
(000s)		Weighted
Average
Exercise
Price
$54.87 - $85.33
387 3.5$72.41 387 $72.41 
$85.40 - $118.60
250 4.9101.84 248 101.71 
$118.96 - $150.85
441 8.1133.93 85 123.47 
 1,078 5.7$104.38 720 $88.49 

Non-vested restricted stock activity for the years ended December 31, 2023, 2022 and 2021 is summarized below:
202320222021
 Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 122 $124.42 166 $99.7 159 $90.71 
Granted40 137.20 46 137.17 42 123.58 
Vested(42)112.30 (82)82.15 (24)85.83 
Forfeited(4)128.06 (8)118.07 (11)90.49 
Non-vested balance at end of year 116 $133.06 122 $124.42 166 $99.7 

Non-vested performance share activity for the years ended December 31, 2023, 2022 and 2021 is summarized below:

202320222021
 Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value		Shares (000s)Weighted
Average Grant
Date Fair
Value
Non-vested balance at beginning of year 70 $127.69 69 $110.72 71 $91.99 
Granted42 139.66 39 114.22 36 108.74 
Vested(36)98.84 (35)53.17 (24)70.64 
Forfeited— — (3)84.09 (14)81.03 
Non-vested balance at end of year 76 $135.25 70 $127.69 69 $110.72 

As of December 31, 2023, 2022 and 2021, there was $18,817, $20,791 and $13,980, respectively, of total unrecognized compensation cost related to non-vested share-based compensation arrangements granted under the plans. As of December 31, 2023, the unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.6 years. We estimate that share-based compensation expense for the year ended December 31, 2024 will be approximately $14,800.
Repurchase of Common Stock
The Company's Board of Directors has approved a stock repurchase program. The total authorization under this program is 3,763,038 shares. Since the inception of the program in June 1999, a total of 3,103,106 shares have been purchased. The Company intends to acquire shares from time to time at prevailing market prices if and to the extent it deems it is advisable to do so based on its assessment of corporate cash flow, market conditions and other factors. Open market repurchases of common stock could be made pursuant to 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. Such repurchases of shares from employees are funded with existing cash on hand. During 2023, 2022, and 2021, the Company purchased 32,558, 252,304, and 249,848 shares, respectively, from open market purchases and from employees on a net-settlement basis to provide cash to employees to cover the associated employee payroll taxes. These shares were purchased at an average cost of $137.29, $140.40, and $141.04 per share, respectively.