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Discover Latest #Exchange rate News, Articles and Videos with Contenting
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Sundry observations on the Trump tariffs - Marginal REVOLUTION
Brad Setser estimates the costs at 0.8 percent of U.S: gdp. I am not sure if he is considering exchange rate adjustments in that figure. Kevin Bryan writes: The problem with escalating, again, is that Canada is more reliant on US energy than vice versa, US ports than vice versa, US intermediate goods than vice […]
Tyson Foods Reports First Quarter 2025 Results - ForexTV
Delivers Year-Over-Year Top and Bottom-Line Growth; Raises Fiscal Year 2025 GuidanceSPRINGDALE, Ark., Feb. 03, 2025 (GLOBE NEWSWIRE) -- Tyson Foods, Inc. (NYSE: TSN), one of the world’s largest food companies and a recognized leader in protein with leading brands including Tyson, Jimmy Dean, Hillshire Farm, Ball Park, Wright, Aidells, ibp and State Fair, reported the following results: (in millions, except per share data)First Quarter 2025 2024Sales$13,623 $13,319 Operating Income$580 $231Adjusted1 Operating Income (non-GAAP)$659 $411 Net Income Per Share Attributable to Tyson$1.01 $0.30Adjusted1 Net Income Per Share Attributable to Tyson (non-GAAP)$1.14 $0.69 1 The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). As used in this table and throughout this earnings release, adjusted operating income and adjusted net income per share attributable to Tyson (Adjusted EPS) are non-GAAP financial measures. Refer to the end of this release for an explanation and reconciliation of these and other non-GAAP financial measures used in this release to comparable GAAP measures. First Quarter Highlights Sales of $13,623 million, up 2.3% from prior yearGAAP operating income of $580 million, up 151% from prior yearAdjusted operating income of $659 million, up 60% from prior yearGAAP EPS of $1.01, up 237% from prior yearAdjusted EPS of $1.14, up 65% from prior yearTotal Company GAAP operating margin of 4.3%Total Company adjusted operating margin (non-GAAP) of 4.8%Liquidity of $4.5 billion as of December 28, 2024Cash provided by operating activities of $1,031 million, down $269 million from prior yearFree cash flow (non-GAAP) of $760 million, down $186 million from prior year "Fiscal year 2025 is off to a strong start, as we delivered our third consecutive quarter of year-over-year growth in sales, operating income, and EPS," said Donnie King, President & CEO of Tyson Foods. "Our best quarterly performance in more than two years reflects improved execution across the business, including exceptional results in chicken. Consumers remain focused on adding protein to their diets, and our diversified multi-channel, multi-protein portfolio ensures we are well-positioned to meet this demand while reinforcing our leadership as a world-class food company." SEGMENT RESULTS (in millions) Sales(for the first quarter ended December 28, 2024, and December 30, 2023) First Quarter VolumeAvg. Price 2025 2024 ChangeChangeBeef$5,335 $5,023 5.6%0.6%Pork 1,617 1,517 (0.4) %7.0%Chicken 4,065 4,033 1.5%(0.7) %Prepared Foods 2,473 2,543 (3.2) %0.4%International/Other 584 582 4.3%(4.0) %Intersegment Sales (451) (379)n/an/aTotal$ 13,623 $ 13,319 1.6 % 0.7 % Operating Income (Loss)(for the first quarter ended December 28, 2024, and December 30, 2023) First Quarter Operating Margin 2025 2024 20252024Beef$(64)$(206)(1.2) %(4.1) %Pork 59 39 3.6%2.6%Chicken 351 177 8.6%4.4%Prepared Foods 209 243 8.5%9.6%International/Other 25 (22)n/an/aTotal$ 580 $ 231 4.3 % 1.7 % ADJUSTED SEGMENT RESULTS (in millions) Adjusted Operating Income (Loss) (Non-GAAP)1(for the first quarter ended December 28, 2024, and December 30, 2023) First Quarter Adjusted Operating Margin (Non-GAAP) 2025202420252024Beef$(32)$(117)(0.6) %(2.3) %Pork 59 68 3.6%4.5%Chicken 368 192 9.1%4.8%Prepared Foods 234 264 9.5%10.4%International/Other 30 4 n/an/aTotal$ 659 $ 411 4.8 % 3.1 % OUTLOOK For fiscal 2025, the United States Department of Agriculture (USDA) indicates domestic protein production (beef, pork, chicken and turkey) will increase approximately 1% compared to fiscal 2024 levels. The following is a summary of the updated outlook for each of our segments, as well as an outlook for revenue, capital expenditures, net interest expense, liquidity, free cash flow and tax rate for fiscal 2025. Certain of the outlook numbers include adjusted operating income (loss) (a non-GAAP metric) for each segment. The Company is not able to reconcile its full-year fiscal 2025 projected adjusted results to its fiscal 2025 projected GAAP results because certain information necessary to calculate such measures on a GAAP basis is unavailable or dependent on the timing of future events outside of our control. Therefore, because of the uncertainty and variability of the nature of and the amount of any potential applicable future adjustments, which could be significant, the Company is unable to provide a reconciliation for these forward-looking non-GAAP measures without unreasonable effort. Adjusted operating income (loss) should not be considered a substitute for operating income (loss) or any other measures of financial performance reported in accordance with GAAP. Investors should rely primarily on the Company’s GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. BeefUSDA projects domestic production will decrease approximately 1% in fiscal 2025 as compared to fiscal 2024. We anticipate adjusted operating loss between $(0.4) billion and $(0.2) billion in fiscal 2025. PorkUSDA projects domestic production will increase approximately 2% in fiscal 2025 as compared to fiscal 2024. We anticipate adjusted operating income of $0.1 billion to $0.2 billion in fiscal 2025. ChickenUSDA projects chicken production will increase approximately 2% in fiscal 2025 as compared to fiscal 2024. We anticipate adjusted operating income of $1.0 billion to $1.3 billion for fiscal 2025. Prepared FoodsWe anticipate adjusted operating income of $0.9 billion to $1.1 billion in fiscal 2025. International/OtherWe anticipate improved results from our foreign operations in fiscal 2025 on an adjusted basis. Total CompanyWe anticipate total company adjusted operating income of $1.9 billion to $2.3 billion for fiscal 2025. RevenueWe expect sales to be flat to up 1% in fiscal 2025 as compared to fiscal 2024. Capital ExpendituresWe expect capital expenditures between $1.0 billion and $1.2 billion for fiscal 2025. Capital expenditures include investments in profit improvement projects as well as projects for maintenance and repair. Net Interest ExpenseWe expect net interest expense to approximate $375 million for fiscal 2025. LiquidityWe expect total liquidity, which was $4.5 billion as of December 28, 2024, to remain above our minimum liquidity target of $1.0 billion. Free Cash FlowWe expect free cash flow to be between $1.0 billion and $1.6 billion for fiscal 2025. Tax RateWe currently expect our adjusted effective tax rate to approximate 25% for fiscal 2025. TYSON FOODS, INC.CONSOLIDATED CONDENSED STATEMENTS OF INCOME(In millions, except per share data)(Unaudited) Three Months Ended December 28, 2024 December 30, 2023Sales$13,623 $13,319 Cost of Sales 12,528 12,496 Gross Profit 1,095 823 Selling, General and Administrative 515 592 Operating Income 580 231 Other (Income) Expense: Interest income (25) (10)Interest expense 120 105 Other, net 7 (25)Total Other (Income) Expense 102 70 Income before Income Taxes 478 161 Income Tax Expense 112 47 Net Income 366 114 Less: Net Income Attributable to Noncontrolling Interests 7 7 Net Income Attributable to Tyson$359 $107 Net Income Per Share Attributable to Tyson: Class A Basic$1.03 $0.31 Class B Basic$0.93 $0.28 Diluted$1.01 $0.30 Dividends Declared Per Share: Class A$0.510 $0.500 Class B$0.459 $0.450 Sales Growth 2.3% Margins: (Percent of Sales) Gross Profit 8.0% 6.2%Operating Income 4.3% 1.7%Net Income Attributable to Tyson 2.6% 0.8%Effective Tax Rate 23.5% 29.4% TYSON FOODS, INC.CONSOLIDATED CONDENSED BALANCE SHEETS(In millions)(Unaudited) December 28, 2024 September 28, 2024Assets Current Assets: Cash and cash equivalents$2,292 $1,717Accounts receivable, net 2,323 2,406Inventories 5,114 5,195Other current assets 353 433Total Current Assets 10,082 9,751Net Property, Plant and Equipment 9,353 9,442Goodwill 9,805 9,819Intangible Assets, net 5,799 5,875Other Assets 2,271 2,213Total Assets$37,310 $37,100 Liabilities and Shareholders’ Equity Current Liabilities: Current debt$95 $74Accounts payable 2,497 2,402Other current liabilities 2,188 2,311Total Current Liabilities 4,780 4,787Long-Term Debt 9,711 9,713Deferred Income Taxes 2,283 2,285Other Liabilities 1,909 1,801 Total Tyson Shareholders’ Equity 18,503 18,390Noncontrolling Interests 124 124Total Shareholders’ Equity 18,627 18,514 Total Liabilities and Shareholders’ Equity$37,310 $37,100 TYSON FOODS, INC.CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS(In millions)(Unaudited) Three Months Ended December 28, 2024 December 30, 2023Cash Flows From Operating Activities: Net income$366 $114 Depreciation and amortization 348 373 Deferred income taxes (2) (14)Other, net 78 129 Net changes in operating assets and liabilities 241 698 Cash Provided by Operating Activities 1,031 1,300 Cash Flows From Investing Activities: Additions to property, plant and equipment (271) (354)Purchases of marketable securities (15) (7)Proceeds from sale of marketable securities 16 6 Acquisition of equity investments (2) (26)Other, net 39 3 Cash Used for Investing Activities (233) (378) Cash Flows From Financing Activities: Proceeds from issuance of debt 22 771 Payments on debt (42) (32)Proceeds from issuance of commercial paper — 1,649 Repayments of commercial paper — (2,240)Purchases of Tyson Class A common stock (15) (13)Dividends (175) (171)Stock options exercised 15 7 Other, net — 3 Cash Used for Financing Activities (195) (26)Effect of Exchange Rate Changes on Cash (28) 15 Increase in Cash and Cash Equivalents and Restricted Cash 575 911 Cash and Cash Equivalents and Restricted Cash at Beginning of Year 1,717 573 Cash and Cash Equivalents and Restricted Cash at End of Period 2,292 1,484 Less: Restricted Cash at End of Period — — Cash and Cash Equivalents at End of Period$2,292 $1,484 Non-GAAP Financial Measures Adjusted Operating Income (Loss), Adjusted Income before Income Taxes, Adjusted Income Tax Expense, Adjusted Net Income Attributable to Tyson and Adjusted EPS, EBITDA, Adjusted EBITDA, net debt to EBITDA, net debt to Adjusted EBITDA and Free Cash Flow are presented as supplemental financial measures in the evaluation of our business that are not required by, or presented in accordance with GAAP. The non-GAAP financial measures are tools intended to assist our management and investors in comparing our performance on a consistent basis for purposes of business decision-making by removing the impact of certain items that management believes do not directly reflect our core operations on an ongoing basis. These non-GAAP measures should not be a substitute for their comparable GAAP financial measures. Investors should rely primarily on our GAAP results and use non-GAAP financial measures only supplementally in making investment decisions. We believe the presentation of these non-GAAP financial measures helps management and investors to assess our operating performance from period to period, including our ability to generate earnings sufficient to service our debt, enhances understanding of our financial performance and highlights operational trends. These measures are widely used by investors and rating agencies in the valuation, comparison, rating and investment recommendations of companies. Our calculation of non-GAAP measures may not be comparable to similarly titled measures reported by other companies and other companies may not define these non-GAAP financial measures in the same way, which may limit their usefulness of comparative measures. Definitions EBITDA is defined as net income before interest, income taxes, depreciation and amortization. Net debt to EBITDA (Adjusted EBITDA) represents the ratio of our debt, net of cash, cash equivalents and short-term investments, to EBITDA (and to Adjusted EBITDA). EBITDA, Adjusted EBITDA, net debt to EBITDA and net debt to Adjusted EBITDA are presented as supplemental financial measurements in the evaluation of our business. Adjusted EBITDA, Adjusted Operating Income (Loss), Adjusted Income before Income Taxes, Adjusted Income Tax Expense, Adjusted Net Income Attributable to Tyson and Adjusted EPS are defined as EBITDA, Operating Income (Loss), Income before Income Taxes, Income Tax Expense, Net Income Attributable to Tyson and diluted earnings per share, respectively, excluding the impacts of any items that management believes do not directly reflect our core operations on an ongoing basis. Free Cash Flow is defined as Cash Provided by Operating Activities minus payments for Property, Plant and Equipment. TYSON FOODS, INC.GAAP Results to Non-GAAP Results Reconciliations(In millions, except per share data)(Unaudited) Results for the first quarter ended December 28, 2024 SalesCost of SalesSelling, General and AdministrativeOperating IncomeOther (Income) ExpenseIncome before Income TaxesIncome Tax ExpenseNet Income Attributable to TysonEPS ImpactGAAP Results $580 $478 $112 $359 $1.01 Production facility fire insurance proceeds, net of costs incurred3—— — — (7) (7) (2) (5) (0.01)Brand discontinuation—— 6 6 — 6 2 4 0.01 Network optimization plan charges—71 2 73 — 73 17 56 0.16 The Netherlands facility4—— — — — — 9 (9) (0.03)Adjusted Non-GAAP Results $659 $550 $138 $405 $1.14 Results for the first quarter ended December 30, 2023 SalesCost of SalesSelling, General and AdministrativeOperating IncomeOther (Income) ExpenseIncome before Income TaxesIncome Tax ExpenseNet Income Attributable to TysonEPS ImpactGAAP Results $231 $161 $47 $107 $0.30 Production facility fire insurance proceeds, net of costs incurred3—(24)— (24)(3) (27) (6) (21) (0.06)The Netherlands facility4—26 — 26 — 26 — 26 0.07 Restructuring and related charges—3 27 30 — 30 8 22 0.06 Plant closures and disposals—75 — 75 — 75 19 56 0.16 Legal contingency accruals—73 — 73 — 73 18 55 0.16 Adjusted Non-GAAP Results $411 $338 $86 $245 $0.69 TYSON FOODS, INC.Adjusted Operating Income (Loss) Non-GAAP Reconciliations(In millions)(Unaudited) Adjusted Operating Income (Loss)(for the first quarter ended December 28, 2024) BeefPorkChickenPrepared FoodsInternational/OtherTotalReported operating income (loss)$(64)$59$351$209$25$580Add: Brand discontinuation — — 6 — — 6Add: Network optimization plan charges 32 — 11 25 5 73Adjusted operating income (loss)$(32)$59$368$234$30$659 Adjusted Operating Income (Loss)(for the first quarter ended December 30, 2023) BeefPorkChickenPrepared FoodsInternational/OtherTotalReported operating income (loss)$(206)$39$177 $243$(22)$231 Less: Production facility fire insurance proceeds, net of costs incurred3 — — (24) — — (24)Add: The Netherlands facility4 — — — — 26 26 Add: Restructuring and related charges 4 1 4 21 — 30 Add: Plant closures and disposals 40 — 35 — — 75 Add: Legal contingency accruals 45 28 — — — 73 Adjusted operating income (loss)$(117)$68$192 $264$4 $411 TYSON FOODS, INC.EBITDA and Adjusted EBITDA Non-GAAP Reconciliations(In millions)(Unaudited) Three Months Ended Fiscal Year Ended Twelve Months Ended December 28, 2024 December 30, 2023 September 28, 2024 December 28, 2024 Net income$366 $114 $822 $1,074 Less: Interest income (25) (10) (89) (104)Add: Interest expense 120 105 481 496 Add: Income tax expense 112 47 270 335 Add: Depreciation 281 312 1,159 1,128 Add: Amortization2 64 59 229 234 EBITDA$918 $627 $2,872 $3,163 Adjustments to EBITDA: Less: Production facility fire insurance proceeds, net of costs incurred3$(7) $(27) $(104) $(84)Add: Brand discontinuation 6 — 8 14 Add: Network optimization plan charges 73 — — 73 Add: Restructuring and related charges — 30 31 1 Add: Plant closures and disposals — 75 182 107 Add: Legal contingency accruals — 73 174 101 Add: The Netherlands facility4 — 26 86 60 Less: Depreciation and amortization included in EBITDA adjustments5 (29) (60) (129) (98)Total Adjusted EBITDA$961 $744 $3,120 $3,337 Total gross debt $9,787 $9,806 Less: Cash and cash equivalents (1,717) (2,292)Less: Short-term investments (10) (1)Total net debt $8,060 $7,513 Ratio Calculations: Gross debt/EBITDA 3.4x 3.1xNet debt/EBITDA 2.8x 2.4x Gross debt/Adjusted EBITDA 3.1x 2.9xNet debt/Adjusted EBITDA 2.6x 2.3x 2 Excludes the amortization of debt issuance and debt discount expense of $3 million and $2 million for the three months ended December 28, 2024 and December 30, 2023, respectively, and $12 million and $13 million for the fiscal year ended September 28, 2024 and the twelve months ended December 28, 2024, respectively, as it is included in interest expense. 3 Relates to a fire at a Chicken production facility in the fourth quarter of fiscal 2021. 4 Relates to a fire at our production facility in the Netherlands in the first quarter of fiscal 2024 and subsequent decision to sell the facility. 5 Removal of accelerated depreciation of $23 million related to network optimization plan charges for the three and twelve months ended December 28, 2024, $60 million related to plant closures and disposals for the three months ended December 30, 2023, $127 million related to plant closures and disposals for the twelve months ended September 28, 2024, and $67 million related to plant closures and disposals for the twelve months ended December 28, 2024 as they are already included in depreciation expense. Removal of accelerated amortization of $6 million, $2 million and $8 million related to brand discontinuation for the three months ended December 28, 2024, the twelve months ended September 28, 2024 and the twelve months ended December 28, 2024, respectively, as they are already included in amortization expense. TYSON FOODS, INC.Free Cash Flow Non-GAAP Reconciliation(In millions)(Unaudited) Three Months Ended December 28, 2024 December 30, 2023Cash Provided by Operating Activities$1,031 $1,300 Additions to property, plant and equipment (271) (354)Free cash flow$760 $946 About Tyson Foods, Inc.Tyson Foods, Inc. (NYSE: TSN) is a world-class food company and recognized leader in protein. Founded in 1935 by John W. Tyson, it has grown under four generations of family leadership. The Company is unified by this purpose: Tyson Foods. We Feed the World Like Family™ and has a broad portfolio of iconic products and brands including Tyson®, Jimmy Dean®, Hillshire Farm®, Ball Park®, Wright®, State Fair®, Aidells® and ibp®. Tyson Foods is dedicated to bringing high-quality food to every table in the world, safely, sustainably, and affordably, now and for future generations. Headquartered in Springdale, Arkansas, the company had approximately 138,000 team members on September 28, 2024. Visit www.tysonfoods.com. Conference Call Information and Other Selected DataA conference call to discuss the Company's financial results will be held at 9 a.m. Eastern Monday, February 3, 2025. A link for the webcast of the conference call is available on the Tyson Investor Relations website at https://ir.tyson.com. The webcast also can be accessed by the following direct link: https://events.q4inc.com/attendee/124939454. For those who cannot participate at the scheduled time, a replay of the live webcast and the accompanying slides will be available at https://ir.tyson.com. A telephone replay will also be available until March 3, 2025, toll free at 1-877-344-7529, international toll 1-412-317-0088 or Canada toll free 855-669-9658. The replay access code is 7066265. Financial information, such as this news release, as well as other supplemental data, can be accessed from the Company's web site at https://ir.tyson.com. Forward-Looking StatementsCertain information in this release constitutes forward-looking statements as contemplated by the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, current views and estimates of our outlook for fiscal 2025, other future economic circumstances, industry conditions in domestic and international markets, our performance and financial results (e.g., debt levels, return on invested capital, value-added product growth, capital expenditures, tax rates, access to foreign markets and dividend policy). These forward-looking statements are subject to a number of factors and uncertainties that could cause our actual results and experiences to differ materially from anticipated results and expectations expressed in such forward-looking statements. We wish to caution readers not to place undue reliance on any forward-looking statements, which are expressly qualified in their entirety by this cautionary statement and speak only as of the date made. We undertake no obligation to update any forward-looking statements, whether as a result of new information, future events or otherwise. Among the factors that may cause actual results and experiences to differ from anticipated results and expectations expressed in such forward-looking statements are the following: (i) global pandemics have had, and may in the future have, an adverse impact on our business and operations; (ii) the effectiveness of financial excellence programs; (iii) access to foreign markets together with foreign economic conditions, including currency fluctuations, import/export restrictions and foreign politics; (iv) cyber attacks, other cyber incidents, security breaches or other disruptions of our information technology systems; (v) risks associated with our failure to consummate favorable acquisition transactions or integrate certain acquisitions’ operations; (vi) the Tyson Limited Partnership’s ability to exercise significant control over the Company; (vii) fluctuations in the cost and availability of inputs and raw materials, such as live cattle, live swine, feed grains (including corn and soybean meal) and energy; (viii) market conditions for finished products, including competition from other global and domestic food processors, supply and pricing of competing products and alternative proteins and demand for alternative proteins; (ix) outbreak of a livestock disease (such as African swine fever (ASF), avian influenza (AI) or bovine spongiform encephalopathy (BSE)), which could have an adverse effect on livestock we own, the availability of livestock we purchase, consumer perception of certain protein products or our ability to conduct our operations; (x) changes in consumer preference and diets and our ability to identify and react to consumer trends; (xi) effectiveness of advertising and marketing programs; (xii) significant marketing plan changes by large customers or loss of one or more large customers; (xiii) our ability to leverage brand value propositions; (xiv) changes in availability and relative costs of labor and contract farmers and our ability to maintain good relationships with team members, labor unions, contract farmers and independent producers providing us livestock; (xv) issues related to food safety, including costs resulting from product recalls, regulatory compliance and any related claims or litigation; (xvi) compliance with and changes to regulations and laws (both domestic and foreign), including changes in accounting standards, tax laws, environmental laws, agricultural laws and occupational, health and safety laws; (xvii) the effect of climate change and any legal or regulatory response thereto; (xviii) adverse results from litigation; (xix) risks associated with leverage, including cost increases due to rising interest rates or changes in debt ratings or outlook; (xx) impairment in the carrying value of our goodwill or indefinite life intangible assets; (xxi) our participation in a multiemployer pension plan; (xxii) volatility in capital markets or interest rates; (xxiii) risks associated with our commodity purchasing activities; (xxiv) the effect of, or changes in, general economic conditions; (xxv) impacts on our operations caused by factors and forces beyond our control, such as natural disasters, fire, bioterrorism, pandemics, armed conflicts or extreme weather; (xxvi) failure to maximize or assert our intellectual property rights; (xxvii) effects related to changes in tax rates, valuation of deferred tax assets and liabilities, or tax laws and their interpretation; and (xxviii) the other risks and uncertainties detailed from time to time in our filings with the Securities and Exchange Commission, including those included under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our most recent Annual Report on Form 10-K and Quarterly reports on Form 10-Q. Media Contact: Laura Burns, 479-713-9890Investor Contact: Sean Cornett, 479-466-0401Source: Tyson Foods, Inc.Category: IR, Newsroom
Outbrain Completes the Acquisition of Teads - ForexTV
Combination Creates the Omnichannel Outcomes Platform for the Open InternetHighlights: The combination will merge two open internet category leaders to create a unified omnichannel platform that delivers outcomes from branding to performance across all screens, including CTV, mobile and web. The new company will operate under the name Teads.The union creates one of the largest open internet companies, with combined advertising spend of approximately $1.7 billion (FY24), reaching 2.2 billion consumers.The company will unite two of the richest contextual and interest data sets on the open internet, powering an advanced AI prediction engine to optimize advertiser outcomes.Outbrain CEO, David Kostman, will serve as CEO of the combined company, with Jeremy Arditi and Bertrand Quesada, former Teads CEOs, assuming the roles of Co-President, Chief Business Officer of the Americas and International respectively.The two companies are preliminarily reporting a combined Ex-TAC Gross Profit of $623 million and Adjusted EBITDA of $230 million in 2024 including $65-75 million of estimated synergies1.Transaction value of approximately $900 million, comprised of $625 million in cash and 43.75 million Outbrain shares.Altice, selling shareholder of Teads, will nominate two out of a total of 10 board members.Outbrain is providing selected preliminary results for the fourth quarter, in line with previously issued guidance in Outbrain’s November 2024 earnings call, and selected preliminary results for Teads and the combined company. NEW YORK, Feb. 03, 2025 (GLOBE NEWSWIRE) -- Outbrain Inc. (NASDAQ: OB) today announced the closing of its acquisition of Teads, following receipt of all necessary regulatory approvals. The two companies will merge their respective branding and performance offerings to create the omnichannel outcomes platform for the open internet, and will operate under the name Teads. The new Teads will create one of the largest optimized supply paths on the premium open internet, with a focus on connecting curated, exclusive media environments with elevated, data-driven creative experiences. The combined company offering will be strengthened by Outbrain’s proprietary predictive technology and AI optimization. It will provide a solution for marketers to leverage a single partner to deliver concrete outcomes at every step of the marketing funnel— offering unique ways to combine advertising solutions from awareness to sales. The company’s combined data set will power expanded contextual, audience and purchase-based targeting capabilities, connecting CTV experiences to digital moments to drive measurable outcomes. “I am extremely excited about this new chapter in our journey. This transformative merger creates a company that directly addresses a large gap in the advertising industry: a scaled end-to-end platform that can drive outcomes, from branding to consideration to purchase, across screens,” said CEO, David Kostman. “Together, we are creating an extraordinary new company, combining the best of both organizations' deep expertise in omnichannel video branding solutions and performance advertising. The new Teads’ mission is to drive lasting value with an offering that invites marketers to expect better outcomes, media owners to expect sustainable value, and consumers to expect elevated experiences. I want to thank the teams of both Outbrain and Teads, who have pioneered major advertising categories, and have built leading global companies over more than a decade. It is their innovation and commitment that have brought us to this moment and will propel us to new heights,” added Kostman. Co-President & Chief Business Officer, Jeremy Arditi, added: “We’re committed to creating a solution that will harness the untapped opportunity of the open internet, and allow all of its constituents to thrive. We believe that by prioritizing beautiful creative experiences, trust and transparency in media, and delivery of meaningful outcomes, we can create a stronger ecosystem that provides value for all.” "The merger between Teads and Outbrain makes a lot of sense strategically. We look forward to exploring the new possibilities this provides us with to reach our audiences in a new and interesting way, to deliver full funnel solutions and better business outcomes," said Sital Banerjee, Global Head of Integrated Media, Performance Marketing, and BMI Management at Lipton Teas and Infusions. Key Combined Strengths With the completion of the combination, the new Teads will offer clients and partners: Exceptional reach at great scale, across exclusive environments 96 percent open internet audience reach*Number one most direct supply path, as rated by Jounce**Direct access to 10,000 media environmentConnected to the top 4 OEMs and several of the top Streaming Apps unlocking access to 50bn CTV Monthly Ad Opportunities, including unique CTV homescreen inventoryProprietary code-on-page relationships with premium editorial properties globally, providing access to incremental inventory and yielding extensive audience interest and engagement insights Creatives built for outcomes Data-driven, beautiful creative solutions designed to connect brand moments across the marketing funnel — from CTV to editorial and beyondProven impact from unique experiences, with 74 percent higher attention for unique CTV native creativeStrategic Joint Business Partnerships with more than 50 of the world’s most premium brands AI-powered predictive technology Proprietary prediction engine, cultivated over 18+ years to drive performance outcomes, making 1 billion predictions each minute4 billion signals processed each minute via AI and machine learning50 live AI models Expansive omnichannel graph, expanded on the Teads Omnichannel Graph foundation The Teads Omnichannel Graph (OG), a proprietary tool extending contextual and audience-targeting capabilities into the CTV environment, will be further expanded by Outbrain engagement, interest, and conversion dataExtensive data signals feeding an understanding of audiences across screens, including: 130,000 articles scanned per minute500,000 CTV programs enriched with data per month1 billion engagement and contextual signals processed each minute *According to Comscore, Media Metrix, Key Metrix, US, December 2024 for Teads. **According to 2024 Jounce SPO analyses, specific to Teads platform. Transaction Details Outbrain, Altice and Teads have amended the previously announced share purchase agreement, dated August 1, 2024. Under the terms of the revised agreement, Outbrain will be paying a total consideration of approximately $900 million, consisting of $625 million upfront cash and 43.75 million shares of common stock of Outbrain (valued at approximately $263 million based on the closing price of Outbrain’s common stock as of January 31, 2025, of $6.01). Under the revised terms, there is no deferred cash payment or convertible preferred equity component. The revised terms have meaningfully reduced the level of required debt financing and simplified the transaction structure. Outbrain intends to finance the transaction with existing cash resources and $625 million in committed debt financing from Goldman Sachs Bank USA, Jefferies Finance LLC and Mizuho Bank, Ltd., subject to customary funding conditions. Outbrain will also issue to Altice 43.75 million shares of common stock. Altice will nominate two directors to the board of Outbrain and will be bound by a stockholder agreement with Outbrain containing arrangements and restrictions concerning voting and disposition of the shares issued to Altice. Financial Highlights Preliminary Estimated Unaudited Financial Information for the Quarter and Year Ended December 31, 2024 Today Outbrain is furnishing on Form 8-K selected preliminary estimated unaudited financial information for each of Outbrain and Teads on a standalone basis and on a combined company basis for the quarter and year ended December 31, 2024. Excerpts of such financial information can be found below. You are encouraged to refer to the Form 8-K and other documents filed or furnished by Outbrain with the SEC through the website maintained by the SEC at www.sec.gov. The Company previously announced its expectation to achieve $50 – 60 million of annual revenue and cost synergies in the second full year following completion of the acquisition, with further opportunities for expanded synergies in the following years. The Company now expects to realize approximately $65 – 75 million of annual synergies in FY 2026 with further opportunities for expanded synergies in the following years. Of this amount, approximately $60 million relates to cost synergies, including approximately $45 million of compensation related expenses. The Company plans to action approximately 70% of the compensation related expense savings during the first month post-closing. The upsize in expected synergies follows a robust integration planning process, enabling a larger and more rapid synergy capture. Outbrain is providing selected preliminary results for the fourth quarter and full year 2024, as follows: Ex-TAC gross profit of $68.3 million for Q4 2024, and $236.1 million for FY 2024Adjusted EBITDA of $17.0 million for Q4 2024, and $37.3 million for FY 2024 For Teads, we are providing the following selected preliminary results for the fourth quarter and full year 2024, as follows: Ex-TAC gross profit of $119.9 million for Q4 2024, and $386.6 million for FY 2024Adjusted EBITDA of $52.2 million for Q4 2024, and $122.7 million for FY 2024 The two companies are preliminarily reporting a combined Ex-TAC Gross Profit of approximately $623 million and Adjusted EBITDA of approximately $230 million in 2024, including $65-75 million of estimated synergies2. Conference Call and Webcast:Outbrain will host an investor conference call this morning, Monday, February 3rd at 9:00 am ET. Interested parties are invited to listen to the conference call which can be accessed live by phone by dialing 1-877-497-9071 or for international callers, 1-201-689-8727. A replay will be available two hours after the call and can be accessed by dialing 1-877-660-6853, or for international callers, 1-201-612-7415. The passcode for the live call and the replay is 13751603. The replay will be available until February 17, 2025. Interested investors and other parties may also listen to a simultaneous webcast of the conference call by logging onto the Investors Relations section of the Company’s website at https://investors.outbrain.com. The online replay will be available for a limited time shortly following the call. Cautionary Note About Forward-Looking StatementsThis press release contains forward-looking statements within the meaning of the U.S. federal securities laws and the Private Securities Litigation Reform Act of 1995, which statements involve substantial risks and uncertainties. These statements are based on current expectations, estimates, forecasts and projections about the industries in which Outbrain and Teads operate, and beliefs and assumptions of Outbrain’s management. Forward-looking statements may include, without limitation, statements regarding possible or assumed future results of our business, financial condition, results of operations, liquidity, plans and objectives, expected synergies and statements of a general economic or industry-specific nature. You can generally identify forward-looking statements because they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “foresee,” “potential” or “continue” or the negative of these terms or other similar expressions that concern our expectations, strategy, plans or intentions, or are not statements of historical fact. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties and other factors including, but not limited to: risks that the acquisition disrupts current plans and operations or diverts management’s attention from its ongoing business; the initiation or outcome of any legal proceedings that may be instituted against Outbrain or Teads, or their respective directors or officers, related to the acquisition; unexpected costs, charges or expenses resulting from the acquisition; the ability of Outbrain to successfully integrate Teads’ operations, technologies and employees; the ability to realize anticipated benefits and synergies of the acquisition, including the expectation of enhancements to Outbrain’s services, greater revenue or growth opportunities, operating efficiencies and cost savings; overall advertising demand and traffic generated by Outbrain and the combined company’s media partners; factors that affect advertising demand and spending, such as the continuation or worsening of unfavorable economic or business conditions or downturns, instability or volatility in financial markets, and other events or factors outside of Outbrain and the combined company’s control, such as U.S. and global recession concerns; geopolitical concerns, including the ongoing war between Ukraine-Russia and conditions in Israel and the Middle East; supply chain issues; inflationary pressures; labor market volatility; bank closures or disruptions; the impact of challenging economic conditions; political and policy uncertainties; and other factors that have and may further impact advertisers’ ability to pay; Outbrain and the combined company’s ability to continue to innovate, and adoption by Outbrain and the combined company’s advertisers and media partners of expanding solutions; the success of Outbrain and the combined company’s sales and marketing investments, which may require significant investments and may involve long sales cycles; Outbrain and the combined company’s ability to grow their business and manage growth effectively; the ability to compete effectively against current and future competitors; the loss or decline of one or more large media partners, and Outbrain and the combined company’s ability to expand advertiser and media partner relationships; conditions in Israel, including the ongoing war between Israel and Hamas and other terrorist organizations, may limit Outbrain and the combined company’s ability to market, support and innovate their products due to the impact on employees as well as advertisers and advertising markets; Outbrain and the combined company’s ability to maintain revenues or profitability despite quarterly fluctuations in results, whether due to seasonality, large cyclical events or other causes; the risk that research and development efforts may not meet the demands of a rapidly evolving technology market; any failure of Outbrain or the combined company’s recommendation engine to accurately predict attention or engagement, any deterioration in the quality of Outbrain or the combined company’s recommendations or failure to present interesting content to users or other factors which may cause us to experience a decline in user engagement or loss of media partners; limits on Outbrain and the combined company’s ability to collect, use and disclose data to deliver advertisements; Outbrain and the combined company’s ability to extend their reach into evolving digital media platforms; Outbrain and the combined company’s ability to maintain and scale their technology platform; the ability to meet demands on our infrastructure and resources due to future growth or otherwise; the failure or the failure of third parties to protect Outbrain and the combined company’s sites, networks and systems against security breaches, or otherwise to protect the confidential information of Outbrain and the combined company; outages or disruptions that impact Outbrain or the combined company or their service providers, resulting from cyber incidents, or failures or loss of our infrastructure; significant fluctuations in currency exchange rates; political and regulatory risks in the various markets in which Outbrain and the combined company operate; the challenges of compliance with differing and changing regulatory requirements; the timing and execution of any cost-saving measures and the impact on Outbrain and the combined company’s business or strategy; and the other risk factors and additional information described in the section entitled “Risk Factors”, and under the heading “Risk Factors” in Item 1A of Outbrain’s Annual Report on Form 10-K filed with the SEC on March 8, 2024 for the year ended December 31, 2023, Outbrain’s Form 10-Q filed with the SEC on August 8, 2024 for the period ended June 30, 2024, Outbrain’s Form 10-Q filed with the SEC on November 7, 2024 for the period ended September 30, 2024 and in subsequent reports filed with the SEC. Accordingly, you should not rely upon forward-looking statements as an indication of future performance. Outbrain cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or will occur, and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. The forward-looking statements made in this press release relate only to events as of the date on which the statements are made. Outbrain and the combined company may not actually achieve the plans, intentions or expectations disclosed in the forward-looking statements and you should not place undue reliance on the forward-looking statements. Outbrain undertakes no obligation, and does not assume any obligation, to update any forward-looking statements, whether as a result of new information, future events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events or otherwise, except as required by law. About The Combined Company Outbrain Inc. (Nasdaq: OB) and Teads combined on February 3, 2025 and are operating under the new Teads brand. The new Teads is the omnichannel outcomes platform for the open internet, driving full-funnel results for marketers across premium media. With a focus on meaningful business outcomes, the combined company ensures value is driven with every media dollar by leveraging predictive AI technology to connect quality media, beautiful brand creative, and context-driven addressability and measurement. One of the most scaled advertising platforms on the open internet, the new Teads is directly partnered with more than 10,000 publishers and 20,000 advertisers globally. The company is headquartered in New York, with a global team of nearly 1,800 people in 36 countries. For more information, visit https://thenewteads.com/. Media Contact press@outbrain.com Investor Relations Contact IR@outbrain.com(332) 205-8999 Non-GAAP Reconciliations The following table presents the reconciliation of Gross profit to Ex-TAC gross profit, for the periods presented: Three Months Ended December 31, 2024 Year Ended December 31, 2024 Outbrain Teads Combined Outbrain Teads CombinedRevenue $234,586 $188,953 $423,539 $889,875 $617,435 $1,507,310 Traffic acquisition costs (166,247) (69,091) (235,338) (653,731) (230,831) (884,562)Other cost of revenue (a) (12,277) (26,441) (38,718) (44,042) (106,414) (150,456)Gross profit 56,062 93,421 149,483 192,102 280,190 472,292 Other cost of revenue (a) 12,277 26,441 38,718 44,042 106,414 150,456 Ex-TAC Gross Profit $68,339 $119,862 $188,201 $236,144 $386,604 $622,748 ___________(a) Other cost of revenue for Teads is subject to accounting policy harmonization. The following table presents the reconciliation of net income (loss) to Adjusted EBITDA, for the periods presented: Three Months Ended December 31, 2024 Year Ended December 31, 2024 Outbrain Teads Combined Outbrain Teads CombinedNet (loss) income $(167) $69,613 $69,446 $(711) $89,318 $88,607 Interest expense/financial costs 699 $116 815 3,649 1,176 4,825 Interest income and other income, net (1,522) $- (1,522) (9,209) - (9,209)Gain related to convertible debt - - - (8,782) - (8,782)Other financial income and (expenses) - (13,973) (13,973) - (26,404) (26,404)Provision for income taxes 3,525 16,143 19,668 2,415 38,256 40,671 Depreciation and amortization 4,985 3,027 8,012 19,479 12,834 32,313 Share-based compensation 3,974 (28,089) (24,115) 15,461 - 15,461 Severance costs - 393 393 742 1,593 2,335 Merger and acquisition costs 5,469 4,930 10,399 14,256 5,890 20,146 Adjusted EBITDA, excluding synergies $16,963 $52,160 $69,123 $37,300 $122,663 $159,963 The Company expects to realize approximately $65 – 75 million of annual synergies in the second full year following completion of the Acquisition. (midpoint) 70,000 Combined company Adjusted EBITDA (incl. synergies) $229,963 1Represents estimated full year 2026 Adjusted EBITDA synergies, with further opportunities for expanded synergies in the following years. Ex-TAC Gross Profit and Adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Reconciliations” below.2Represents estimated full year 2026 Adjusted EBITDA synergies, with further opportunities for expanded synergies in the following years
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Balchem Corporation Reports Fourth Quarter and Full Year 2024 Financial Results - ForexTV
MONTVALE, N.J., Feb. 21, 2025 (GLOBE NEWSWIRE) -- Balchem Corporation (NASDAQ: BCPC) reported today financial results for its 2024 fiscal fourth quarter ended December 31, 2024. For the quarter, the Company reported net sales of $240.0 million, net earnings of $33.6 million, adjusted EBITDA(a) of $62.8 million, and free cash flow(a) of $39.8 million. Ted Harris, Chairman, President, and CEO of Balchem said, “The fourth quarter capped off another very strong year for Balchem. We delivered record fourth quarter net sales and adjusted EBITDA, with top and bottom line year over year growth in each of our three segments.” Fourth Quarter 2024 Financial Highlights: Record net sales of $240.0 million, an increase of $11.3 million, or 4.9%, compared to the prior year quarter.GAAP net earnings were $33.6 million, an increase of 26.0% from the prior year quarter.Record adjusted EBITDA was $62.8 million, an increase of 13.4% from the prior year quarter.GAAP earnings per share of $1.03 compared to $0.82 in the prior year quarter and adjusted earnings per share(a) of $1.13 compared to $0.95 in the prior year quarter.Cash flows from operations were $52.3 million, with free cash flow(a) of $39.8 million. Mr. Harris added, “For the full year 2024, we delivered record net sales and adjusted EBITDA while generating very strong free cash flow, allowing us to increase our dividend once again by double digits and significantly strengthen our balance sheet by paying down $119.6 million of debt.” Full Year 2024 Financial Highlights: Record full year net sales of $953.7 million, an increase of $31.2 million or 3.4%, compared to the prior year with record sales achieved in the Human Nutrition & Health and Specialty Products segments.GAAP net earnings were $128.5 million, an increase of 18.4% from the prior year. These net earnings resulted in GAAP earnings per share of $3.93 compared to $3.35 in the prior year.Record adjusted EBITDA was $250.3 million, an increase of 8.4%, from the prior year.Adjusted net earnings were $143.0 million, an increase of 10.2% from the prior year. These adjusted net earnings resulted in adjusted earnings per share of $4.37 compared to $4.00 in the prior year.Cash flows from operations were $182.0 million for 2024, with free cash flow of $147.2 million. Mr. Harris continued, “As we transition to focusing on 2025 and beyond, I remain excited about the growth opportunities that lie ahead for Balchem and I believe we are well positioned to deliver ongoing growth for our shareholders.” Results for Period Ended December 31, 2024 (unaudited)(Dollars in thousands, except per share data) Three Months EndedDecember 31, Year EndedDecember 31, 2024 2023 2024 2023Net sales$240,004 $228,699 $953,684 $922,439 Gross margin 86,337 74,993 336,206 302,056 Operating expenses 38,893 36,658 153,297 142,863 Earnings from operations 47,444 38,335 182,909 159,193 Interest and other expenses 2,960 5,068 16,456 21,932 Earnings before income tax expense 44,484 33,267 166,453 137,261 Income tax expense 10,901 6,619 37,978 28,718 Net earnings$33,583 $26,648 $128,475 $108,543 Diluted net earnings per common share$1.03 $0.82 $3.93 $3.35 Adjusted EBITDA(a)$62,833 $55,430 $250,348 $230,910 Adjusted net earnings(a)$36,876 $30,901 $142,965 $129,718 Adjusted diluted net earnings per common share(a)$1.13 $0.95 $4.37 $4.00 Shares used in the calculations of diluted and adjusted net earnings per common share 32,548 32,477 32,718 32,448 (a) See “Non-GAAP Financial Information” for a reconciliation of GAAP and non-GAAP financial measures. Financial Results for the Fourth Quarter of 2024: The Human Nutrition & Health segment generated fourth quarter sales of $147.3 million, an increase of $9.3 million, or 6.8%, compared to the prior year quarter. The increase was driven by higher sales within both the food ingredients and solutions businesses and the nutrients business. Fourth quarter earnings from operations for this segment were $33.8 million, an increase of $8.5 million, or 33.9%, compared to $25.2 million in the prior year quarter, primarily due to the aforementioned higher sales and a favorable mix. Excluding the effect of non-cash expense associated with amortization of acquired intangible assets and other adjustments, adjusted earnings from operations(a) for this segment were $36.5 million, compared to $29.9 million in the prior year quarter, an increase of 21.8%. The Animal Nutrition & Health segment generated quarterly sales of $58.3 million, an increase of $0.2 million, or 0.3%, compared to the prior year quarter. The increase was driven by higher sales in the ruminant species markets, partially offset by lower sales in the monogastric species markets. Fourth quarter earnings from operations for this segment were $5.7 million, an increase of $0.4 million, or 7.2%, compared to $5.3 million in the prior year quarter, primarily due to the aforementioned higher sales and favorable mix, partially offset by higher operating expenses. Excluding the effect of non-cash expense associated with amortization of acquired intangible assets and other adjustments, adjusted earnings from operations for this segment were $5.9 million, compared to $5.6 million in the prior year quarter, an increase of 6.5%. The Specialty Products segment generated fourth quarter sales of $32.9 million, an increase of $1.8 million, or 6.0%, compared to the prior year quarter, due to higher sales in the performance gases business. Fourth quarter earnings from operations for this segment were $10.0 million, an increase of $1.4 million, or 15.9%, compared to $8.6 million in the prior year quarter, primarily driven by the aforementioned higher sales and favorable mix, partially offset by higher operating expenses. Excluding the effect of non-cash expense associated with amortization of acquired intangible assets and other adjustments, adjusted earnings from operations for this segment were $10.9 million, compared to $9.8 million in the prior year quarter, an increase of 11.2%. Consolidated quarterly gross margin of $86.3 million increased by $11.3 million, or 15.1%, compared to $75.0 million for the prior year comparable period. Gross margin as a percentage of sales was 36.0% as compared to 32.8% in the prior year period, an increase of 320 basis points, primarily due to a favorable mix. Operating expenses of $38.9 million for the quarter increased $2.2 million from the prior year comparable quarter, primarily due to an increase in transaction costs, higher compensation-related expenses, and an increase in outside services, partially offset by lower amortization. Excluding non-cash operating expenses associated with amortization of intangible assets of $3.2 million, operating expenses were $35.7 million, or 14.9% of sales. Net interest expense was $2.8 million and $5.3 million in the fourth quarters of 2024 and 2023, respectively. The decrease in interest expense was primarily due to lower outstanding borrowings. Our effective tax rates for the three months ended December 31, 2024 and 2023 were 24.5% and 19.9%, respectively. The increase in the effective tax rate from the prior year was primarily due to an increase in certain foreign taxes. For the quarter ended December 31, 2024, cash flows provided by operating activities were $52.3 million and free cash flow was $39.8 million. The $156.1 million of net working capital on December 31, 2024 included a cash balance of $49.5 million. Significant cash payments during the quarter included repayments on the revolving loan of $37.0 million, cash paid for an acquisition net of cash acquired of $24.2 million, capital expenditures and intangible assets acquired of $12.7 million, and income taxes paid of $11.1 million. Ted Harris, Chairman, President, and CEO of Balchem said, “2024 was another very strong year for Balchem and I would like to thank all of our over 1,300 employees for their contributions to these results and the progress we have made on our strategic growth initiatives. I am excited about our future.” Quarterly Conference Call A quarterly conference call will be held on Friday, February 21, 2025, at 11:00 AM Eastern Time (ET) to review fourth quarter 2024 results. Ted Harris, Chairman, President, and CEO and Martin Bengtsson, CFO will host the call. We invite you to listen to the conference by calling toll-free 1-877-407-8289 (local dial-in 1-201-689-8341), five minutes prior to the scheduled start time of the conference call. The conference call will be available for replay three hours after the conclusion of the call through end of day Friday, March 7, 2025. To access the replay of the conference call, dial 1-877-660-6853 (local dial-in 1-201-612-7415), and use conference ID #13751680. Segment Information Balchem Corporation reports three business segments: Human Nutrition & Health, Animal Nutrition & Health, and Specialty Products. The Human Nutrition & Health segment delivers customized food and beverage ingredient systems, as well as key nutrients into a variety of applications across the food, supplement and pharmaceutical industries. The Animal Nutrition & Health segment manufactures and supplies products to numerous animal health markets. Through Specialty Products, Balchem provides specialty-packaged chemicals for use in healthcare and other industries, and also provides chelated minerals to the micronutrient agricultural market. Sales and production of products outside of our reportable segments and other minor business activities are included in "Other and Unallocated". Forward-Looking Statements This release contains forward-looking statements, within the meaning of 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. Forward-looking statements may relate to such matters as projections of revenue, margins, expenses, tax provisions, earnings, cash flows, benefit obligations, dividends, share purchases or other financial items; any statements of the plans, strategies and objectives of management for future operations, including those relating to any statements concerning expected development, performance or market share relating to our products and services; any statements regarding future economic conditions or our performance; any statements regarding pending investigations, claims or disputes; any statements of expectation or belief; and any statements of assumptions underlying any of the foregoing. These statements are based on the Company's currently available information and our current assumptions, expectations and projections about future events. They are subject to future events, risks and uncertainties - many of which are beyond the Company’s control - as well as potentially inaccurate assumptions, that could cause actual results to differ materially from those in the forward-looking statements. Important factors and other risks that may affect the Company's business or that could cause actual results to differ materially are included in filings the Company makes with the U.S. Securities and Exchange Commission from time to time, including its Annual Report on Form 10-K, its Quarterly Reports on Form 10-Q, its Current Reports on Form 8-K, and in its other SEC filings. Reference should be made to such factors and all forward-looking statements are qualified in their entirety by the above cautionary statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Contact: Jacqueline Yarmolowicz, Balchem Corporation (Telephone: 845-326-5600) Selected Financial Data (unaudited) (Dollars in thousands) Business Segment Net Sales: Three Months EndedDecember 31, Year EndedDecember 31, 2024 2023 2024 2023Human Nutrition & Health$147,303 $137,974 $600,258 $550,751 Animal Nutrition & Health 58,326 58,164 214,710 238,326 Specialty Products 32,851 31,004 132,749 125,965 Other and Unallocated (b) 1,524 1,557 5,967 7,397 Total$240,004 $228,699 $953,684 $922,439 Business Segment Earnings Before Income Taxes: Three Months EndedDecember 31, Year EndedDecember 31, 2024 2023 2024 2023 Human Nutrition & Health$33,755 $25,210 $135,957 $102,419 Animal Nutrition & Health 5,731 5,346 14,013 27,576 Specialty Products 9,963 8,595 39,906 34,579 Other and Unallocated(b) (2,005) (816) (6,967) (5,381)Interest and other expenses (2,960) (5,068) (16,456) (21,932)Total$44,484 $33,267 $166,453 $137,261 (b) 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 totaling $689 and $1,484 for the three and twelve months ended December 31, 2024, respectively, and $17 and $1,617 for the three and twelve months ended December 31, 2023, respectively (refer to Note 4 for descriptions of these charges), and (ii) Unallocated amortization expense of $0 and $0 for the three and twelve months ended December 31, 2024, respectively, and $0 and $312 for the three and twelve months ended December 31, 2023, respectively, related to an intangible asset in connection with a company-wide ERP system implementation. Selected Balance Sheet Items (Dollars in thousands)December 31, December 31, 2024 2023 Cash and Cash Equivalents$49,515 $64,447 Accounts Receivable, net 119,662 125,284 Inventories, net 130,802 109,521 Other Current Assets 13,791 14,990 Total Current Assets 313,770 314,242 Property, Plant & Equipment, net 282,154 276,039 Goodwill 780,030 778,907 Intangible Assets with Finite Lives, net 165,050 191,212 Right of Use Assets 17,050 19,864 Other Assets 17,317 16,947 Total Non-current Assets 1,261,601 1,282,969 Total Assets$1,575,371 $1,597,211 Current Liabilities$157,685 $148,491 Revolving Loan 190,000 309,569 Deferred Income Taxes 43,722 52,046 Long-Term Obligations 34,051 33,121 Total Liabilities 425,458 543,227 Stockholders' Equity 1,149,913 1,053,984 Total Liabilities and Stockholders' Equity$1,575,371 $1,597,211 Balchem CorporationCondensed Consolidated Statements of Cash Flows(Dollars in thousands)(unaudited) Year Ended December 31, 2024 2023Cash flows from operating activities: Net earnings$128,475 $108,543 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 47,973 54,935 Stock compensation expense 16,675 16,052 Other adjustments (5,007) (15,779)Changes in assets and liabilities, net of acquired balances (6,117) 20,010 Net cash provided by operating activities 181,999 183,761 Cash flows from investing activities: Capital expenditures and intangible assets acquired (35,661) (37,892)Cash paid for acquisitions, net of cash acquired (24,164) (1,252)Proceeds from sale of assets 359 1,881 Proceeds from settlement of net investment hedge — 2,740 Investment in affiliates (270) (290)Net cash used in investing activities (59,736) (34,813) Cash flows from financing activities: Proceeds from revolving loan 26,000 18,000 Principal payments on revolving debt (145,569) (149,000)Principal payments on finance lease (216) (222)Proceeds from stock options exercised 17,228 5,242 Dividends paid (25,576) (22,872)Repurchases of common stock (5,682) (4,469)Net cash used in financing activities (133,815) (153,321) Effect of exchange rate changes on cash (3,380) 2,260 Decrease in cash and cash equivalents (14,932) (2,113) Cash and cash equivalents, beginning of period 64,447 66,560 Cash and cash equivalents, end of period$49,515 $64,447 Non-GAAP Financial Information In addition to disclosing financial results in accordance with United States (U.S.) generally accepted accounting principles (GAAP), this earnings release contains non-GAAP financial measures that we believe are helpful in understanding and comparing our past financial performance and our future results. The non-GAAP financial measures in this press release include adjusted gross margin, adjusted earnings from operations, adjusted net earnings and the related adjusted per diluted share amounts, EBITDA, adjusted EBITDA, adjusted income tax expense, and free cash flow. The non-GAAP financial measures disclosed by the company exclude certain business combination accounting adjustments and certain other items related to acquisitions, certain equity compensation, nonqualified deferred compensation plan expense (income), and certain one-time or unusual transactions. Detailed non-GAAP adjustments are described in the reconciliation tables below and also explained in the related footnotes. These non-GAAP financial measures should not be considered a substitute for, or superior to, financial measures calculated in accordance with GAAP, and the financial results calculated in accordance with GAAP and reconciliations from these results should be carefully evaluated. Investors should not consider non-GAAP measures as alternatives to the related GAAP measures. Set forth below are reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measures. Table 1 (unaudited) Reconciliation of Non-GAAP Measures to GAAP(Dollars in thousands, except per share data) Three Months EndedDecember 31, Year EndedDecember 31, 2024 2023 2024 2023 Reconciliation of adjusted gross margin GAAP gross margin$86,337 $74,993 $336,206 $302,056 Inventory valuation adjustment (1) — — — 1,419 Amortization of intangible assets and finance lease (2) 702 665 2,806 2,683 Restructuring costs (3) — 186 — 601 Adjusted gross margin$87,039 $75,844 $339,012 $306,759 Reconciliation of adjusted earnings from operations GAAP earnings from operations$47,444 $38,335 $182,909 $159,193 Inventory valuation adjustment (1) — — — 1,419 Amortization of intangible assets and finance lease (2) 3,917 6,964 19,476 28,274 Restructuring costs (3) — 186 521 8,365 Transaction and integration costs (4) 689 (1,383) 1,393 (9,683)Impairment charge (5) — — 255 — Nonqualified deferred compensation plan (income) expense (6) (14) 523 908 917 Adjusted earnings from operations$52,036 $44,625 $205,462 $188,485 Reconciliation of adjusted net earnings GAAP net earnings$33,583 $26,648 $128,475 $108,543 Inventory valuation adjustment (1) — — — 1,419 Amortization of intangible assets and finance lease (2) 3,988 7,035 19,763 28,561 Restructuring costs (3) — 186 521 8,365 Transaction and integration costs (4) 689 (1,383) 1,393 (9,683)Impairment charge (5) — — 255 — Income tax adjustment (7) (1,384) (1,585) (7,442) (7,487)Adjusted net earnings$36,876 $30,901 $142,965 $129,718 Adjusted net earnings per common share - diluted$1.13 $0.95 $4.37 $4.00 Table 2 (unaudited) Reconciliation of GAAP Net Earnings to EBITDA and to Adjusted EBITDA(Dollars in thousands) Three Months EndedDecember 31, Year EndedDecember 31, 2024 2023 2024 2023Net earnings - as reported$33,583 $26,648 $128,475 $108,543 Add back: Provision for income taxes 10,901 6,619 37,978 28,718 Interest and other expenses 2,960 5,068 16,456 21,932 Depreciation and amortization 10,825 13,984 47,686 54,647 EBITDA 58,269 52,319 230,595 213,840 Add back: Non-cash compensation expense related to equity awards 3,889 3,785 16,676 16,052 Inventory valuation adjustment (1) — — — 1,419 Restructuring costs (3) — 186 521 8,365 Transaction and integration costs (4) 689 (1,383) 1,393 (9,683)Impairment charge (5) — — 255 — Nonqualified deferred compensation plan (income) expense (6) (14)- 523 - 908 - 917 Adjusted EBITDA$62,833 $55,430 $250,348 $230,910 Table 3 (unaudited) Reconciliation of GAAP Effective Income Tax Rate to Non-GAAP Effective Income Tax Rate(Dollars in thousands) Three Months EndedDecember 31, Effective Tax Effective Tax 2024 Rate 2023 RateGAAP Income Tax Expense$10,901 24.5 % $6,619 19.9 %Impact of ASU 2016-09 (8) 202 369 Adjusted Income Tax Expense$11,103 25.0 % $6,988 21.0 % Year EndedDecember 31, Effective Tax Effective Tax 2024 Rate 2023 RateGAAP Income Tax Expense$37,978 22.8 % $28,718 20.9 %Impact of ASU 2016-09 (8) 2,154 1,232 Adjusted Income Tax Expense$40,132 24.1 % $29,950 21.8 % Table 4 (unaudited) Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow(Dollars in thousands) Three Months EndedDecember 31, Year EndedDecember 31, 2024 2023 2024 2023 Net cash provided by operating activities$52,317 $67,406 $181,999 $183,761 Capital expenditures, proceeds from the sale of assets, and settlement of net investment hedge (12,549) (11,441) (34,789) (32,653)Free cash flow$39,768 $55,965 $147,210 $151,108 (1) Inventory valuation adjustment: Business combination accounting principles require us to measure acquired inventory at fair value. The fair value of inventory reflects the acquired company's cost of manufacturing plus a portion of the expected profit margin. The non-GAAP adjustment to our cost of sales excludes the expected profit margin component that is recorded under business combination accounting principles. We believe the adjustment is useful to investors as an additional means to reflect cost of sales and gross margin trends of our business. (2) Amortization of intangible assets and finance lease: Amortization of intangible assets and finance lease consists of amortization of customer relationships, trademarks and trade names, developed technology, regulatory registration costs, patents and trade secrets, capitalized loan issuance costs, other intangibles acquired primarily in connection with business combinations, an intangible asset in connection with a company-wide ERP system implementation, and one finance lease. We record expense relating to the amortization of these intangibles and finance lease in our GAAP financial statements. Amortization expenses for our intangible assets and finance lease are inconsistent in amount and are significantly impacted by the timing and valuation of an acquisition. Consequently, our non-GAAP adjustments exclude these expenses to facilitate an evaluation of our current operating performance and comparisons to our past operating performance. (3) Restructuring costs: Expenses related to a reorganization of the business. The restructuring costs are included in our GAAP financial statements. Management excludes these items for the purposes of calculating Adjusted EBITDA and other non-GAAP financial measures. We believe that excluding these items from our non-GAAP financial measures is useful to investors because they are inconsistent in amounts and frequency causing comparison of current and historical financial results to be difficult. (4) Transaction and integration costs: Transaction and integration costs related to acquisitions and divestitures are expensed in our GAAP financial statements. Management excludes these items for the purposes of calculating Adjusted EBITDA and other non-GAAP financial measures. We believe that excluding these items from our non-GAAP financial measures is useful to investors because these are items associated with transactions that are inconsistent in amount and frequency causing comparison of current and historical financial results to be difficult. (5) Impairment charge: An asset impairment charge in 2024 was related to the write off of an equity method investment. The impairment charge is included in our GAAP financial statements. Management excludes this item for the purposes of calculating Adjusted EBITDA and other non-GAAP financial measures. We believe that excluding this item from our non-GAAP financial measures is useful to investors because it is inconsistent in amount and frequency causing comparison of current and historical financial results to be difficult. (6) Nonqualified deferred compensation plan (income) expense: Gains and losses on rabbi trust assets related to our nonqualified deferred compensation plan are recorded in other (income) expense while the offsetting increases or decreases to the deferred compensation liability are recorded within earnings from operations. The increases and decreases in the deferred compensation liability are driven by market volatility and are not a true reflection of company performance. We believe excluding these amounts from our non-GAAP financial measures is useful to investors because these items are inconsistent in amount based on market conditions causing comparison of current and historical financial results to be difficult. (7) Income tax adjustment: For purposes of calculating adjusted net earnings and adjusted diluted earnings per share, we adjust the provision for (benefit from) income taxes to tax effect the taxable and deductible non-GAAP adjustments described above as they have a significant impact on our income tax (benefit) provision. Additionally, the income tax adjustment is adjusted for the impact of adopting ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting” and uses our non-GAAP effective rate applied to both our GAAP earnings before income tax expense and non-GAAP adjustments described above. See Table 3 for the calculation of our non-GAAP effective tax rate. (8) Impact of ASU 2016-09: The primary impact of ASU No. 2016-09, "Improvements to Employee Share-Based Payment Accounting" ("ASU 2016-09"), was the recognition during the three and twelve months ended December 31, 2024 and 2023, of excess tax benefits as a reduction to the provision for income taxes and the classification of these excess tax benefits in operating activities in the consolidated statement of cash flows instead of financing activities. Management excludes this item for the purpose of calculating Adjusted Income Tax Expense. We believe that excluding the item in our non-GAAP financial measures is useful to investors because it is inconsistent in amount and frequency causing comparison of current and historical financial results to be difficult.