UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, ~~2023~~2024, or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)


Minnesota	41-1427402
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

614 McKinley Place N.E. Minneapolis, MN 55413	(612) 379-8854
(Address of principal executive offices) (Zip Code)	(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Exchange Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TECH	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b- 2). ☐ Yes ☒ No

At May ~~3, 2023, 157,436,548~~1, 2024, 157,584,637 shares of the Company's Common Stock (par value $0.01) were outstanding.

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

Bio-Techne Corporation and Subsidiaries

(in thousands, except per share data)

(unaudited)


	Quarter Ended				Nine Months Ended				Quarter Ended				Nine Months Ended
	March 31,				March 31,				March 31,				March 31,
	2023		2022		2023		2022		2024		2023		2024		2023

Net sales	$	294,146	$	290,376	$	835,382	$	817,371	$	303,428	$	294,146	$	852,961	$	835,382
Cost of sales		91,984		88,918		270,265		261,225		98,829		91,984		286,584		270,265
Gross margin		202,162		201,458		565,117		556,146		204,599		202,162		566,377		565,117

Operating expenses:
Selling, general and administrative		99,238		89,269		291,624		276,137		111,840		99,238		332,839		291,624
Research and development		22,713		21,742		69,074		63,992		25,761		22,713		72,675		69,074
Total operating expenses		121,951		111,011		360,698		340,129		137,601		121,951		405,514		360,698
Operating income		80,211		90,447		204,419		216,017		66,998		80,211		160,863		204,419

Other income (expense)		(15)		(21,675)		45,924		6,317		(5,914)		(15)		(16,835)		45,924
Earnings before income taxes		80,196		68,772		250,343		222,334		61,084		80,196		144,028		250,343
Income taxes (benefit)		9,978		8,628		40,385		21,150
Income taxes										12,025		9,978		16,511		40,385
Net earnings, including noncontrolling interest		70,218		60,144		209,958		201,184		49,059		70,218		127,517		209,958
Net earnings (loss) attributable to noncontrolling interest		—		(595)		179		(9,343)
Net earnings attributable to noncontrolling interest										—		—		—		179
Net earnings attributable to Bio-Techne	$	70,218	$	60,739	$	209,779	$	210,527	$	49,059	$	70,218	$	127,517	$	209,779
Other comprehensive income (loss):
Foreign currency translation adjustments		3,282		(2,851)		(805)		(9,573)
Foreign currency translation income (loss)										(11,981)		3,282		(5,558)		(805)
Foreign currency translation reclassified to earnings with Eminence deconsolidation		—		—		119		—		—		—		—		119
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8		(1,708)		7,179		2,302		11,745		335		(1,708)		(3,685)		2,302
Other comprehensive income (loss)		1,574		4,328		1,616		2,172		(11,646)		1,574		(9,243)		1,616
Other comprehensive income (loss) attributable to noncontrolling interest		—		(1)		(33)		26		—		—		—		(33)
Other comprehensive income (loss) attributable to Bio-Techne		1,574		4,329		1,649		2,146		(11,646)		1,574		(9,243)		1,649
Comprehensive income attributable to Bio-Techne	$	71,792	$	65,068	$	211,428	$	212,673	$	37,413	$	71,792	$	118,274	$	211,428

Earnings per share attributable to Bio-Techne⁽¹⁾:
Earnings per share attributable to Bio-Techne:
Basic	$	0.45	$	0.39	$	1.34	$	1.34	$	0.31	$	0.45	$	0.81	$	1.34
Diluted	$	0.43	$	0.37	$	1.30	$	1.28	$	0.31	$	0.43	$	0.79	$	1.30

Weighted average common shares outstanding⁽¹⁾:
Weighted average common shares outstanding:
Basic		157,311		157,087		157,071		156,899		157,309		157,311		157,655		157,071
Diluted		161,615		163,874		161,768		164,292		160,496		161,615		160,817		161,768

⁽¹⁾~~Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details.~~

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS

Bio-Techne Corporation and Subsidiaries

(in thousands, except share and per share data)


	March 31,				March 31,
	2023		June 30,		2024		June 30,
	(unaudited)		2022		(unaudited)		2023
ASSETS
Current assets:
Cash and cash equivalents	$	127,282	$	172,567	$	139,915	$	180,571
Short-term available-for-sale investments		29,915		74,462		5,397		23,739
Accounts receivable, less allowance for doubtful accounts of $3,491 and $2,568, respectively		216,415		194,548
Accounts receivable, less allowance for doubtful accounts of $3,293 and $4,738, respectively						227,887		218,468
Inventories		169,464		141,123		179,496		171,638
Current assets held-for-sale						26,669		—
Other current assets		27,920		22,856		31,286		27,066
Total current assets		570,996		605,556		610,650		621,482

Property and equipment, net		223,571		223,242		243,728		226,200
Right of use asset		97,976		65,556
Right-of-use assets						97,258		98,326
Goodwill		870,542		822,101		970,966		872,737
Intangible assets, net		553,257		531,522		526,428		534,645
Other assets		283,354		46,828		272,140		285,302
Total assets	$	2,599,696	$	2,294,805	$	2,721,170	$	2,638,692
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	27,120	$	33,865	$	28,895	$	25,679
Salaries, wages and related accruals		38,518		61,953		44,313		36,747
Accrued expenses		15,641		17,886		17,806		14,880
Contract liabilities		24,878		23,406		30,108		23,069
Income taxes payable		18,168		13,237		12,082		12,022
Operating lease liabilities - current		10,723		11,928		12,978		11,199
Contingent consideration payable		5,250		—		—		3,500
Current portion of long-term debt obligations		—		12,500
Current liabilities held-for-sale						689		—
Other current liabilities		865		1,243		2,949		1,413
Total current liabilities		141,163		176,018		149,820		128,509

Deferred income taxes		94,607		98,994		63,666		88,982
Long-term debt obligations		370,000		243,410		389,000		350,000
Long-term contingent consideration payable		—		5,000
Operating lease liabilities		93,267		58,133		92,752		93,766
Other long-term liabilities		10,973		12,239		11,557		10,919

Bio-Techne’s Shareholders’ equity:
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding		—		—		—		—
Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 157,339,318 and 156,644,212, respectively⁽¹⁾		1,573		1,566
Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 157,554,366 and 157,641,914 respectively						1,576		1,576
Additional paid-in capital⁽¹⁾		715,052		652,467		790,418		721,543
Retained earnings⁽¹⁾		1,246,612		1,122,937		1,297,688		1,309,461
Accumulated other comprehensive loss		(73,551)		(75,200)		(75,307)		(66,064)
Total Bio-Techne’s shareholders’ equity		1,889,686		1,701,770		2,014,375		1,966,516
Noncontrolling interest		—		(759)
Total shareholders’ equity		1,889,686		1,701,011
Total liabilities and shareholders’ equity	$	2,599,696	$	2,294,805	$	2,721,170	$	2,638,692

⁽¹⁾~~Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details.~~

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Bio-Techne Corporation and Subsidiaries

(in thousands)

(unaudited)


	Nine Months Ended				Nine Months Ended
	March 31,				March 31,
	2023		2022		2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings, including noncontrolling interest	$	209,958	$	201,184	$	127,517	$	209,958
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		80,315		75,203		83,654		80,315
Costs recognized on sale of acquired inventory		400		1,596		550		400
Deferred income taxes		(22,651)		7,888		(29,896)		(22,651)
Stock-based compensation expense		41,315		33,777		30,979		41,315
Fair value adjustment to contingent consideration payable		(10,350)		(20,600)		(3,500)		(10,350)
Contingent consideration payments - operating		—		(3,300)
(Gain) Loss on investment, net		(37,176)		—
Gain on sale of CCXI investment						—		(37,176)
Fair value adjustment on available-for-sale investments		(1,153)		(15,569)		(283)		(1,153)
Asset impairment restructuring		—		546
Eminence impairment		—		18,715
(Gain) loss on equity method investment						6,042		—
Gain on sale of Eminence		(11,682)		—		—		(11,682)
Leases, net		1,434		(974)		1,832		1,434
Impairment of assets held-for-sale						6,038		—
Other operating activity		296		549		422		296
Change in operating assets and operating liabilities, net of acquisition:
Trade accounts and other receivables, net		(20,775)		(60,930)		(2,611)		(20,775)
Inventories		(28,816)		(16,034)		(9,599)		(28,816)
Prepaid expenses		(5,557)		(3,576)		(1,983)		(5,557)
Trade accounts payable, accrued expenses, contract liabilities, and other		(5,647)		11,229		7,160		(5,647)
Salaries, wages and related accruals		(22,759)		2,059		7,163		(22,759)
Income taxes payable		3,848		(9,208)		0		3,848
Net cash provided by (used in) operating activities		171,000		222,555		223,485		171,000

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from maturities of available-for-sale investments		29,161		26,055
Proceeds from sale of available-for-sale investments						23,759		29,161
Purchases of available-for-sale investments		(20,500)		(47,998)		(5,526)		(20,500)
Proceeds from sale of CCXI investment		73,219		—		—		73,219
Additions to property and equipment		(27,413)		(31,338)		(44,897)		(27,413)
Acquisitions, net of cash acquired		(101,184)		—		(169,707)		(101,184)
Distributions from (Investments in) Wilson Wolf						2,149		(232,000)
Proceeds from sale of Eminence		17,824		—		—		17,824
Investment of forward purchase contract		—		(25,000)
Investment in Wilson Wolf		(232,000)		—
Net cash provided by (used in) investing activities		(260,893)		(78,281)		(194,222)		(260,893)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends		(37,688)		(37,646)		(37,792)		(37,688)
Proceeds from stock option exercises		21,399		68,346		38,001		21,399
Re-purchases of common stock		(19,562)		(102,132)		(80,042)		(19,562)
Borrowings under line-of-credit agreement		619,661		90,000		225,000		619,661
Repayments of long-term debt		(505,661)		(172,375)		(186,000)		(505,661)
Contingent consideration payments - financing		—		(700)
Taxes paid on RSUs and net share settlements		(28,854)		(23,406)		(21,470)		(28,854)
Other financing activity		(2,457)		788		—		(2,457)
Net cash provided by (used in) financing activities		46,838		(177,125)		(62,303)		46,838

Effect of exchange rate changes on cash and cash equivalents		(2,230)		(5,419)		(7,616)		(2,230)
Net change in cash and cash equivalents		(45,285)		(38,270)		(40,656)		(45,285)
Cash and cash equivalents at beginning of period		172,567		199,091		180,571		172,567
Cash and cash equivalents at end of period	$	127,282	$	160,821	$	139,915	$	127,282

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	62,583	$	22,965	$	44,846	$	62,583
Cash paid for interest	$	5,773	$	8,522	$	12,393	$	5,773

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Bio-Techne Corporation and Subsidiaries

(unaudited)

Note 1. Basis of Presentation and Summary of Significant Accounting Policies:

The interim consolidated financial statements of Bio-Techne Corporation and subsidiaries, (the Company) presented here have been prepared by the Company and are unaudited. They have been prepared in accordance with accounting principles generally accepted in the United States of America and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These interim unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, ~~2022,~~2023, included in the Company's Annual Report on Form 10-K for fiscal ~~2022.~~2023. A summary of significant accounting policies followed by the Company is detailed in the Company's Annual Report on Form 10-K for fiscal ~~2022.~~2023. The Company follows these policies in preparation of the interim unaudited ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

During the quarter ended March 31, ~~2023,~~2024, the Company operated under two operating segments, Protein Sciences and Diagnostics and Genomics. The operating segments the Company operated under were consistent with the Company's operating segments disclosed in the Company's Annual Report on Form 10-K for fiscal ~~2022.~~

At the 2022 annual meeting of shareholders of the Company held on October 27, 2022, the shareholders approved an amendment and restatement of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 400,000,000. On November 1, 2022, the Company’s board of directors approved and declared a four-for-one split of the Company’s common stock in the form of a stock dividend. Each stockholder of record on November 14, 2022 received three additional shares of common stock for each then-held share, which were distributed after close of trading on November 29, 2022. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the stock split.2023.

Partially-owned consolidated subsidiary: On September 1, 2022, the Company completed the sale of its equity shares of Changzhou Eminence Biotechnology Co., Ltd. (Eminence) for approximately $17.8 million to a third party. Eminence was considered a variable-interest entity that was fully consolidated in our financial statements. Prior to the sale, Eminence had revenue of $2.0 million for the first fiscal quarter of 2023 within our Protein Sciences segment. ~~Fiscal 2022 revenues were $4.6 million.~~ As a result of the sale of the business, the Company recorded a gain of $11.7 million within the Other income (expense) line in the Condensed Consolidated Statement of Earnings. Prior to the sale of Eminence, a triggering event was identified in the second quarter of fiscal 2022 and impairment testing was performed as Eminence was forecasted to not have sufficient cash to execute on their growth plan combined with their inability to secure additional financing. Our impairment testing resulted in a full impairment of the Eminence goodwill and intangibles assets for charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. These impairment charges were recorded within the General and Administrative line in the Consolidated Statement of Earnings for fiscal 2022. In the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's investment.

Investments: In December 2021, the Company paid $25 million to enter into a two-part forward contract which requires the Company to make an initial ownership investment followed by purchase of full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or annual earnings before interest, taxes, depreciation, and amortization (EBITDA) thresholds are met. Wilson Wolf is a leading manufacturer of cell culture devices, including the G-Rex product line.

The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $92 million in annual revenue or $55 million in EBITDA at any point prior to December 31, 2027. During the quarter ended March 31, 2023, the Company determined that Wilson Wolf had met the EBITDA target. On March 31, 2023, the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf.

Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of

~~Table of Contents~~

approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $226 million in annual revenue or $136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to pay approximately $1 billion plus potential consideration for revenue in excess of the revenue milestone.

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The investment in Wilson Wolf is accounted for as an equity method investment under ASC 323. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows. There was ~~not material income or~~$1.7 million and $6.0 million of loss ~~during~~for the quarter and nine months ended March 31, ~~2023~~2024, respectively, recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. There was not material income or loss during the quarter and nine months ended March 31, 2023. The Company’s total investment of ~~$257~~$248 million is included within Other long-term assets on the Consolidated Balance ~~Sheet.~~Sheet as of March 31, 2024. There was $256 million included within Other long-term assets on the Consolidated Balance Sheet as of June 30, 2023.

Restructuring actions: Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such actions. Employee-related severance charges are based upon distributed employment policies and substantive severance plans. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated actions. ~~Asset impairment~~Asset-related and ~~disposal~~other charges include ~~right~~impairment of ~~use~~right-of-use assets, leasehold improvements, ~~and~~ other asset write-downs associated with combining operations, ~~and~~ disposal of ~~assets.~~assets and other exit costs. Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action.

Fiscal Year ~~2023~~2024 Restructuring Actions:

~~QT Holdings Corporation (Quad)~~

In ~~August 2022,~~ the Company informed employees of our decision to close our QT Holdings Corporation (Quad) facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site is expected to be substantially completed in the fourthsecond quarter of fiscal ~~2023.~~2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency. These actions impacted approximately 4% of our global workforce. The Company is expecting to incur costs related to these actions through the first half of fiscal 2025, which will be recorded when specified criteria are met.

As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023, including $1.4 million of goodwill allocated to the disposal group on a relative fair value basis. As a result of an impairment test performed over the ~~restructuring activities,~~disposal group in the second quarter of fiscal 2024, an ~~estimated pre-tax~~impairment charge of ~~$2.2~~$6.0 million which includes the allocated goodwill, was recorded ~~within our Protein Sciences segment~~in the Selling, general and administrative line in the Condensed Consolidated Statements of Earnings for the nine months ended March 31, ~~2023. There were no additional charges for the third fiscal quarter ended~~2024. As of March 31, ~~2023.~~2024, the assets remaining within the disposal group primarily include inventory of $11.2 million, property and equipment of $5.6 million, intangibles of $14.3 million, and current liabilities of $0.7 million. These assets are actively marketed and we believe their sale will be completed within 12 months of the held-for-sale classification date. The ~~related nine months ended~~held-for-sale assets and liabilities are recorded in Current assets held-for-sale and Current liabilities held-for-sale in our Condensed Consolidated Balance Sheet as of March 31, ~~2023~~2024.

The restructuring and restructuring-related charges, including the impairment of assets held-for-sale, for periods presented were recorded in the ~~income statement~~Condensed Consolidated Statements of Earnings as follows (in thousands):

Quarter Ended

Nine Months Ended

March 31,

March 31,

2024

2024
Cost of sales

$
647

$
1,821
Selling, general and administrative⁽¹⁾

903

11,153
Total

$
1,550

$
12,974

⁽¹⁾Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs.

Employee

Asset


severance

impairment and other

Total
Selling, general and administrative

$
1,328

$
842

$
2,170

Employee

Asset


severance

impairment and other

Total
Expense incurred in the first quarter of 2023

$
1,328

$
842

$
2,170
Cash payments

(420)

(431)

(851)
Adjustments

—

(72)

(72)
Accrued restructuring actions balances as of September 30, 2022

908

339

1,247
Cash payments

(753)

(262)

(1,015)
Adjustments

(38)

(73)

(111)
Accrued restructuring actions balances as of December 31, 2022

117

4

121
Cash payments

(60)

(70)

(130)
Adjustments

(57)

75

18
Accrued restructuring actions balances as of March 31, 2023

$
—

$
9

$
9

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Restructuring and restructuring-related costs by segment are as follows (in thousands):


	Three months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	28	$	914	$	—	$	942
Diagnostics and Genomics		265		90		—		355
Corporate		117		136		—		253
Total	$	410	$	1,140	$	—	$	1,550


	Nine months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	2,978	$	1,386	$	6,038	$	10,402
Diagnostics and Genomics		1,004		90		—		1,094
Corporate		1,310		168		—		1,478
Total	$	5,292	$	1,644	$	6,038	$	12,974

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying balance sheet. Other amounts reported as restructuring and restructuring-related costs in the accompanying statements of income have been summarized in the notes to the table (in thousands):


		Employee		Asset-related		Impairment of
		severance⁽¹⁾		and other⁽²⁾		assets held-for-sale		Total
Expense incurred in the second quarter of 2024	$	4,882	$	504	$	6,038	$	11,424
Cash payments		(1,257)		(177)		—		(1,434)
Non-cash adjustments		—		(191)		(6,038)		(6,229)
Accrued restructuring actions balance as of December 31, 2023	$	3,625	$	136	$	—	$	3,761
Incremental expense incurred in the third quarter of 2024		133		1,140		—		1,273
Cash payments		(2,806)		(433)		—		(3,239)
Non-cash adjustments		—		(843)		—		(843)
Adjustments⁽³⁾		277		—		—		277
Accrued restructuring actions balance as of March 31, 2024	$	1,229	$	—	$	—	$	1,229

⁽¹⁾Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or sale of certain distribution and manufacturing sites.

⁽²⁾Primarily relates to impairment of right-of-use assets, lease termination fees, consulting fees, and expenses for changes to supporting IT systems that are enabling the Company to complete the restructuring initiatives.

⁽³⁾Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024.

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Fiscal Year 2023 Restructuring Actions:

QT Holdings Corporation (Quad)

In August 2022, the Company informed employees of our decision to close our QT Holdings Corporation (Quad) facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring activities, a pre-tax charge of $2.2 million was recorded within our Protein Sciences segment. The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands):


	Employee		Asset
	severance		impairment and other		Total
Selling, general and administrative	$	1,328	$	842	$	2,170


	Employee		Asset
	severance		impairment and other		Total
Expense incurred in the first quarter of 2023	$	1,328	$	842	$	2,170
Cash payments		(1,233)		(772)		(2,005)
Adjustments		(95)		(70)		(165)
Accrued restructuring actions balances as of June 30, 2023	$	—	$	—	$	—

Protein Sciences ~~realignment~~Realignment

In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to high growth areas of the business. Additional actions were taken in June 2023 primarily related to the sales organization. The ~~realignment~~actions impacted a limited number of employees and ~~was~~are expected to be completed in the ~~third fiscal~~fourth quarter of ~~2023.~~fiscal 2024. As a result of the realignment, a pre-tax charge of ~~$0.8~~$1.7 million related to employee severance was recorded in the Selling, general and administrative line of operating income within our Protein Sciences segment during the year ended June 30, 2023. Adjustments in fiscal year 2024 relate to the refinement of employee severance payouts. Additional pre-tax charges for the nine months ended March 31, ~~2023.~~

~~Restructuring actions, including cash and non-cash impacts, are as follows (in thousands):~~

Employee

severance
Expense incurred in the second quarter of 2023

$
780
Cash payments

(176)
Adjustments

—
Accrued restructuring actions balances as of December 31, 2022

604
Cash payments

(586)
Adjustments

(18)
Accrued restructuring actions balances as of March 31, 2023

$
—

~~Fiscal Year 2022 Restructuring Actions:~~

~~In September 2021,~~2024 were approximately $0.22 million. There were no additional charges in the Company informed employees of our decision to close our Exosome Diagnostics Germany facility, discontinuing lab and research occurring at the site, as part of a realignment of activities within our Exosome Diagnostics business. The restructuring activities were completed as of June 30, 2022. As a result of the restructuring activities, a pre-tax charge of $1.4 million was recorded within our Diagnostics and Genomics segment during the yearquarter ended June 30, 2022. Total restructuring charges for the closure of the Exosome Diagnostics Germany facility for the year ended June 30, 2022 were recorded within Operating Income on the Income statement as follows (in thousands):

Employee

Asset


severance

impairment and other

Total
Selling, general and administrative

$
649

$
750

$
1,399

March 31, 2024. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands):


	Employee
	severance
Expense incurred in fiscal year 2023	$	1,677
Fiscal year 2023 cash payments		(762)
Fiscal year 2023 adjustments		(18)
Accrued restructuring actions balances as of June 30, 2023	$	897
Fiscal year 2024 cash payments		(1,006)
Fiscal year 2024 adjustments⁽¹⁾		221
Accrued restructuring actions balances as of March 31, 2024⁽²⁾	$	112

⁽¹⁾Fiscal year 2024 adjustments relate to the refinement of the accrual recorded in fiscal year 2023.

Employee

Asset


severance

impairment and other

Total
Expense incurred in the first quarter of 2022

$
639

$
546

$
1,185
Incremental expense incurred during fiscal 2022

—

242

242
Cash payments

(589)

(554)

(1,143)
Adjustments⁽¹⁾

(50)

(234)

(284)
Accrued restructuring actions balances as of June 30, 2022

$
—

$
—

$
—

⁽²⁾The remaining balance as of March 31, 2024 relates to employee severance that is paid out over a one-year period.

⁽¹⁾~~Adjustments include refinements to our estimated close down costs as well as the impacts from foreign currency exchange.~~

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Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted in the quarter ended March 31, ~~2023.~~2024. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, ~~2022.~~2023.

6Relevant New Standards Issued Not Yet Adopted

~~Table~~

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in the fourth quarter of ~~Contents~~fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

Note 2. Revenue Recognition:

Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer-lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time.

Prior to fiscal year 2021, the Company had not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied. The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million.

Prior to fiscal year 2023, the Company recorded revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration was constrained since we did not have significant historical experience collecting payments not reimbursed by Medicare or other insurance providers and it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. During the first half of fiscal 2022, we began to see an increase in claim volume due to strategic initiatives, including broader messaging around the importance of cancer screenings during the COVID-19 pandemic, and the acute phase of the COVID-19 pandemic subsiding. Given these factors, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2022 for laboratory services that are not reimbursed by Medicare. The amount of cash received in fiscal 2023 for non-Medicare laboratory services that were performed prior to July 1, 2022 was approximately $0.9 million.

We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date.

The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were not material as of March 31, ~~2023.~~2024.

Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts’ inception.

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Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both.

Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying balance sheet as the amount of time expected to lapse until the ~~company's~~Company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of March 31, ~~2023~~2024 are not material.

Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of March 31, ~~2023~~2024 and June 30, ~~2022~~2023 were approximately ~~$26.5~~$32.0 million and ~~$25.5~~$24.6 million, respectively. Contract liabilities as of June 30, ~~2022~~2023 subsequently recognized as revenue during the quarter and nine month period ended March 31, ~~2023~~2024 were approximately ~~$3.6~~$3.2 million and $19.5 million, respectively. Contract liabilities in excess of one year are included in Other long-term liabilities on the ~~consolidated balance sheet.~~Consolidated Balance Sheet.

~~Table of Contents~~

Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized.

The following tables present our disaggregated revenue for the periods presented.

Revenue by type is as follows (in thousands):


	Quarter Ended				Nine Months Ended				Quarter Ended				Nine Months Ended
	March 31,				March 31,				March 31,				March 31,
	2023		2022		2023		2022		2024		2023		2024		2023
Consumables	$	240,659	$	239,171	$	674,419	$	657,568	$	246,732	$	240,659	$	682,405	$	674,419
Instruments		25,449		28,899		84,208		92,121		26,493		25,449		81,178		84,208
Services		23,312		17,815		60,609		51,426		25,501		23,312		71,084		60,609
Total product and services revenue, net	$	289,420	$	285,885	$	819,236	$	801,115	$	298,726	$	289,420	$	834,667	$	819,236
Royalty revenues		4,726		4,491		16,146		16,256		4,702		4,726		18,294		16,146
Total revenues, net	$	294,146	$	290,376	$	835,382	$	817,371	$	303,428	$	294,146	$	852,961	$	835,382

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Revenue by geography is as follows (in thousands):


	Quarter Ended				Nine Months Ended				Quarter Ended				Nine Months Ended
	March 31,				March 31,				March 31,				March 31,
	2023		2022		2023		2022		2024		2023		2024		2023

United States	$	163,197	$	163,976	$	467,633	$	447,045	$	173,315	$	163,197	$	480,213	$	467,633
EMEA, excluding United Kingdom		59,702		55,301		160,246		164,003		60,533		59,702		177,866		160,246
United Kingdom		13,811		12,920		36,385		37,240		15,122		13,811		38,249		36,385
APAC, excluding Greater China		20,159		21,100		55,592		58,204		18,253		20,159		54,645		55,592
Greater China		26,256		26,554		88,103		85,997		25,598		26,256		75,542		88,103
Rest of World		11,021		10,525		27,423		24,882		10,607		11,021		26,446		27,423
Net Sales	$	294,146	$	290,376	$	835,382	$	817,371
Net sales									$	303,428	$	294,146	$	852,961	$	835,382

Note 3. Selected Balance Sheet Data:

Inventories:

Inventories consist of (in thousands):


	March 31,		June 30,
	2024		2023

Raw materials	$	80,524	$	84,551
Finished goods⁽¹⁾		104,376		92,474
Inventories, net	$	184,900	$	177,025

⁽¹⁾Finished goods inventory of $5,404 and $5,387 included within Other long-term assets in the respective March 31, 2024 and June 30, 2023, Consolidated Balance Sheet. The inventory is included in long-term assets as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.

Property and Equipment:

Property and equipment consist of (in thousands):


	March 31,		June 30,
	2024		2023
Land	$	8,159	$	9,100
Buildings and improvements		243,567		245,302
Machinery and equipment		209,252		190,019
Construction in progress		34,649		15,491
Property and equipment, cost		495,627		459,912
Accumulated depreciation and amortization		(251,899)		(233,712)
Property and equipment, net	$	243,728	$	226,200

810

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~~Note 3. Selected Balance Sheet Data:~~

~~Inventories:~~

~~Inventories consist of (in thousands):~~

March 31,

June 30,


2023

2022

Raw materials

$
87,006

$
79,291
Finished goods⁽¹⁾

88,038

66,943
Inventories, net

$
175,044

$
146,234

⁽¹⁾Finished goods inventory of $5,580 and $5,111 included within other long-term assets in the respective March 31, 2023 and June 30, 2022, consolidated balance sheet. The inventory is included in long-term assets as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.

~~Property and Equipment:~~

~~Property and equipment consist of (in thousands):~~

March 31,

June 30,


2023

2022
Land

$
9,080

$
8,572
Buildings and improvements

242,958

229,551
Machinery and equipment

190,896

174,813
Construction in progress

11,065

21,729
Property and equipment, cost

453,999

434,665
Accumulated depreciation and amortization

(230,428)

(211,423)
Property and equipment, net

$
223,571

$
223,242

Intangible Assets:

Intangible assets consist of (in thousands):


	March 31,		June 30,		March 31,		June 30,
	2023		2022		2024		2023

Developed technology	$	615,752	$	542,038	$	652,788	$	616,311
Trade names		146,781		146,457		151,631		146,945
Customer relationships		224,626		225,882		211,354		213,878
Patents		3,716		3,313		4,149		3,815
Other intangibles		11,560		6,306		11,872		11,566
Definite-lived intangible assets		1,002,435		923,996		1,031,794		992,515
Accumulated amortization		(471,878)		(415,174)		(528,066)		(480,570)
Definite-lived intangibles assets, net		530,557		508,822		503,728		511,945
In process research and development		22,700		22,700		22,700		22,700
Total intangible assets, net	$	553,257	$	531,522	$	526,428	$	534,645

Changes to the carrying amount of net intangible assets for the period ended March 31, 2024 consist of (in thousands):



Beginning balance	$	534,645
Acquisitions		66,400
Other additions		619
Held-for-sale intangibles⁽¹⁾		(14,323)
Amortization expense		(60,056)
Currency translation		(857)
Ending balance	$	526,428

⁽¹⁾Refer to Note 1 for further detail on held-for-sale intangibles.

The estimated future amortization expense for intangible assets as of March 31, 2024 is as follows (in thousands):


Remainder 2024	$	19,525
2025		75,156
2026		71,191
2027		61,027
2028		57,380
Thereafter		219,449
Total	$	503,728

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~~Changes to the carrying amount of net intangible assets for the period ended March 31, 2023 consist of (in thousands):~~

Beginning balance

$
531,522
Acquisitions

75,600
Other additions¹⁾

5,596
Amortization expense

(58,400)
Currency translation

(1,061)
Ending balance

$
553,257

¹⁾Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company, during the quarter ended March 31, 2023. This asset will be amortized over a life of 10 years.

~~The estimated future amortization expense for intangible assets as of March 31, 2023 is as follows (in thousands):~~

Remainder 2023

$
19,190
2024

75,232
2025

71,958
2026

67,986
2027

57,824
Thereafter

238,367
Total

$
530,557

Goodwill:

Changes to the carrying amount of goodwill for the period ended March 31, ~~2023~~2024 consist of (in thousands):


			Diagnostics and						Diagnostics and
	Protein Sciences		Genomics		Total		Protein Sciences		Genomics		Total
June 30, 2022	$	376,493	$	445,608	$	822,101
June 30, 2023							$	427,027	$	445,710	$	872,737
Acquisitions		51,051		-		51,051		—		102,546		102,546
Held-for-sale goodwill⁽¹⁾								(1,400)		—		(1,400)
Currency translation		(2,710)		100		(2,610)		(1,526)		(1,391)		(2,917)
March 31, 2023	$	424,834	$	445,708	$	870,542
March 31, 2024							$	424,101	$	546,865	$	970,966

⁽¹⁾Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale.

We evaluate the carrying value of goodwill in the fourth quarter of each fiscal year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. The Company performed a ~~quantitative~~qualitative goodwill impairment assessment for all of its reporting units during the fourth quarter of fiscal ~~2022.~~2023. No indicators of impairment were identified as part of our assessment.

Other Assets:

Other assets consist of (in thousands):


	March 31,		June 30,		March 31,		June 30,
	2023		2022		2024		2023

Equity method investments	$	257,000	$	—
Equity method investment in Wilson Wolf					$	247,984	$	255,857
Derivative instruments						12,028		16,857
Long-term inventory						5,404		5,387
Other		26,354		46,828		6,724		7,201
Other assets	$	283,354	$	46,828	$	272,140	$	285,302

~~Table of Contents~~

Note 4. Acquisitions:

We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included in our ~~consolidated statements~~Consolidated Statements of ~~comprehensive income~~Earnings and Comprehensive Income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred.

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Fiscal year ~~2023~~2024 Acquisitions

~~Namocell, Inc.~~Lunaphore Technologies SA.

On July ~~1, 2022,~~7, 2023, the Company acquired all of the ownership interests of ~~Namocell, Inc.~~Lunaphore Technologies SA (“Lunaphore”) for ~~$101.2~~$169.7 million, ~~net~~in a cash-free, debt-free acquisition. Lunaphore is a leading developer of ~~cash acquired, plus contingent consideration of up to $25 million upon the achievement of certain future revenue thresholds.~~fully automated spatial biology solutions. The ~~Namocell~~Lunaphore acquisition adds ~~easy-to-use single cell sorting~~spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and ~~dispensing platforms that are gentle to cells and preserve cell viability and integrity.~~ clinical research markets. The transaction was accounted for in accordance with ASC 805, Business Combinations. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the ~~Protein Sciences~~Diagnostics and Genomics operating segment in the first quarter of fiscal year ~~2023.~~2024.

The allocation of purchase consideration related to ~~Namocell, Inc~~Lunaphore is considered preliminary with provisional amounts primarily related to ~~goodwill,~~ intangible assets, ~~working capital,~~ certain tax-related amounts, and ~~contingent liability amounts.~~goodwill. The Company expects to finalize the allocation of purchase price within the one-year measurement-period following the acquisition. Net sales of this business included in Bio-Techne's consolidated results of operations for the quarter and ~~operating~~nine month period ended March 31, 2024 were $4.4 million and $9.9 million, respectively. Operating loss of this business included in Bio-Techne's consolidated results of operations for the quarter and nine month period ended March 31, ~~2023were approximately $1.1~~2024 was $6.8 million and ~~$2.7 million, respectively. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the nine months ended March 31, 2023were approximately $5.7 million and $5.8~~$21.0 million, respectively.

The preliminary estimated fair values of the assets acquired and liabilities assumed as of ~~the acquisition date and as of~~ March 31, ~~2023~~2024 are as follows (in thousands):



	Preliminary allocation at acquisition date and at March 31, 2023		Preliminary allocation at March 31, 2024
Current assets, net of cash	$	3,248
Current assets			$	12,155
Equipment and other long-term assets		405		1,470
Intangible assets:
Developed technologies		73,900		60,300
Tradenames		700		4,900
Customer relationships		900		1,200
Non-competition agreement		100
Goodwill		51,051		102,546
Total assets acquired		130,304		182,571

Liabilities		546		7,096
Deferred income taxes, net		17,974		5,768
Net assets acquired	$	111,784	$	169,707

Cash paid, net of cash acquired		101,184
Contingent consideration payable		10,600
Cash paid				169,707
Net assets acquired	$	111,784	$	169,707

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Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's preliminary assessment. The purchase price allocated to developed technology and customer relationships was based on management’s preliminary forecasted cash inflows and outflows and using a ~~relief from royalty~~multiperiod excess earnings method to calculate the fair value of assets purchased. The purchase price allocated to ~~customer relationships and~~ trade names was based on management's preliminary forecasted cash inflows and outflows and using a ~~multiperiod excess earnings~~relief from royalty method. The amount recorded for developed technology is being amortized with the expense reflected in ~~Cost~~cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 1314 years. Amortization expense related to customer relationships is reflected in ~~Selling,~~selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 48 years. The amount recorded for trade names ~~and the non-competition agreement~~ is being amortized with the expense reflected in ~~Selling,~~selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for ~~both~~ trade names ~~and the non-competition agreement is estimated~~ ranges from 4 years to ~~be 3~~8 years. The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses.

Note 5. Fair Value Measurements:

The Company’s financial instruments include cash and cash equivalents, available-for-sale investments, derivative instruments, accounts receivable, accounts payable, contingent consideration obligations, and long-term debt.

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances.

The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.

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The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):.


	Total									Total
	carrying									carrying
	value as of		Fair Value Measurements Using							value as of		Fair Value Measurements Using
	March 31,		Inputs Considered as						Balance Sheet Location	March 31,		Inputs Considered as
	2023		Level 1		Level 2		Level 3			2024		Level 1		Level 2		Level 3

Assets
Exchange traded securities⁽¹⁾	$	23,915	$	23,915	$	—	$	—
Certificates of deposit⁽²⁾		6,000		6,000		—		—
Derivative instruments - cash flow hedges⁽³⁾		13,557		—		13,557		—
Certificates of deposit⁽¹⁾									Short-term available-for-sale investments	$	5,397	$	5,397	$	—	$	—
Derivatives designated as hedging instruments - cash flow hedges									Other assets		12,028		—		12,028		—
Total assets	$	43,472	$	29,915	$	13,557	$	—		$	17,425	$	5,397	$	12,028	$	—

Liabilities
Contingent consideration	$	5,250	$	—	$	—	$	5,250
Derivatives designated as hedging instruments - net investment hedge									Other long-term liabilities	$	680	$	—	$	680	$	—
Total liabilities	$	5,250	$	—	$	—	$	5,250		$	680	$	—	$	680	$	—

Total


carrying

value as of

Fair Value Measurements Using

June 30,

Inputs Considered as


2022

Level 1

Level 2

Level 3

Assets








Exchange traded securities⁽¹⁾

$
59,962

$
59,962

$
—

$
—
Certificates of deposit⁽²⁾

14,500

14,500

—

—
Derivative instruments - cash flow hedges⁽³⁾

11,026

—

11,026

—
Total assets

$
85,488

$
74,462

$
11,026

$
—

Liabilities








Contingent consideration

$
5,000

$
—

$
—

$
5,000
Derivative instruments - cash flow hedges⁽³⁾

476

—

476

—
Total liabilities

$
5,476

$
—

$
476

$
5,000


		Total
		carrying
		value as of		Fair Value Measurements Using
	Balance Sheet Location	June 30,		Inputs Considered as
		2023		Level 1		Level 2		Level 3

Assets
Exchange traded securities⁽²⁾	Short-term available-for-sale investments	$	23,739	$	23,739	$	—	$	—
Derivative instruments - cash flow hedges	Other assets		16,857		—		16,857		—
Total assets		$	40,596	$	23,739	$	16,857	$	—

Liabilities
Contingent consideration	Contingent consideration payable	$	3,500	$	—	$	—	$	3,500
Total liabilities		$	3,500	$	—	$	—	$	3,500

⁽¹⁾

~~Included in available-for-sale investments on the balance sheet.~~ The cost basis and fair value of the exchange traded investment grade bond funds as of March 31, 2023 was $25.0 million and $23.9 million, respectively. The cost basis and fair value of the exchange traded investment grade bond funds as of June 30, 2022 was $25.0 million and $23.9 million, respectively. During the quarter ended September 30, 2022, the Company sold all of its outstanding shares of ChemoCentryx Inc (CCXI). The cost basis and fair value of the Company’s available-for-sale equity investment in CCXI was $6.6 million and $36.0 million at June 30, 2022, respectively.

⁽²⁾	~~Included in available-for-sale investments on the balance sheet.~~ The certificates of deposit have contractual maturity dates within one year.

(2)

During the quarter ended September 30 2023, the Company sold all of its outstanding shares of its exchange traded investment grade bond funds that it held at June 30, 2023. The cost basis and fair value of the Company’s exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively.

⁽³⁾	Derivative assets are included in other assets on the balance sheet as of March 31, 2023 and June 30, 2022. Derivative liabilities as of June 30, 2022 are included in other current liabilities on the balance sheet.

Table of Contents

Fair value measurements of available-for-sale securities

Our available-for-sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets.

~~Table of Contents~~

Fair value measurements of derivative instruments

~~In October 2018, the~~The Company ~~entered into~~utilizes forward starting swaps ~~designated as cash flow hedges on outstanding debt. The agreement matured in October 2022 and there was no fair value recorded on the Consolidated Balance Sheet as of March 31, 2023.~~ ~~The fair value of the designated derivative instrument was $0.5 million, and was recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022.~~

~~In May 2021, the Company entered into a forward starting swap~~ designated as a cash flow hedge on forecasted debt. The forward starting ~~swap reduces~~swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting ~~swap,~~swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.

The following table presents the contractual amounts of the Company's outstanding instruments (in millions):


		March 31,		June 30,
Instruments	Designation	2024		2023
Forward starting swaps⁽¹⁾	Cash flow hedge	$	300	$	300
Cross-currency swap⁽²⁾	Net investment hedge		150		—

⁽¹⁾ In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional ~~principal amount.~~principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $13.5 million and $11.0 million as of March 31, 2023 and June 30, 2022, respectively, which is recorded within other long-term assets on the Consolidated Balance Sheet.

In March 2023, the Company entered into a ~~new~~ forward starting swap designated as a cash flow hedge on forecasted ~~debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term~~ debt ~~to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts~~ based on $100 million of notional ~~principal amount.~~principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025. ~~The fair value~~

⁽²⁾ In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the ~~derivative~~Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument ~~was $0.1 million as of March 31, 2023, and is recorded within other long-term assets~~has four interim settlement dates, which will reduce the notional on the ~~Consolidated Balance Sheet.~~hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity.

~~Changes in the fair value~~The pretax amount of the ~~designated hedged~~gains and losses on our hedging instruments ~~are reported as a component~~and the classification of ~~other comprehensive income~~those gains and ~~reclassified into interest expense over~~losses within our Consolidated Financial Statements for the ~~corresponding term of the cash flow hedge. The Company reclassified $2.4 million to interest income~~three and ~~related tax expense of $0.6 million during the~~ nine months ended March 31, ~~2023. The Company reclassified $5.2 million~~2024 and 2023 were as follows (in thousands):


	(Gain) Loss Recognized in Accumulated Other Comprehensive Loss
	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Cash flow hedges
Forward starting swaps	$	1,626	$	3,105	$	9,582	$	(431)
Net investment hedges
Cross-currency swap		(4,914)		—		2,329		—
Total	$	(3,288)	$	3,105	$	11,911	$	(431)

Table of Contents


	(Gain) Loss Reclassified into Income
	Quarter Ended				Nine Months Ended
	March 31,				March 31,				Location of (Gain) Loss
	2024		2023		2024		2023		in Income Statement
Cash flow hedges
Forward starting swaps	$	(2,570)	$	(1,826)	$	(7,729)	$	(2,445)	Interest expense
Net investment hedges
Cross-currency swap		(837)		—		(2,372)		—	Interest expense
Total	$	(3,407)	$	(1,826)	$	(10,101)	$	(2,445)

Gains or losses related to ~~interest expense and related tax benefits of $1.2 million during~~ the ~~nine months ended~~ ~~March 31, 2022~~. ~~The instruments were valued using observable market inputs in active markets and therefore~~net investment hedges are classified as ~~Level 2 liabilities.~~foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8.

Fair value measurements of contingent consideration

The Company ~~has $5.3 million in~~does not have outstanding contingent consideration ~~recorded~~ as of March 31, ~~2023, which is the fair value of contingent consideration related to~~2024 as the Asuragen and Namocell ~~acquisitions.~~ acquisitions did not meet their respective revenue milestones as of December 31, 2023.

The Asuragen contingent agreement required the Company ~~is required~~ to make contingent consideration payments of up to $105.0 million as part of the Asuragen acquisition agreement and up to $25.0 million as part of the Namocell acquisition agreement. As of March 31, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones.

~~The Asuragen contingent agreement is based on achieving~~if certain revenue thresholds were achieved by ~~December 31, 2022 and~~ December 31, 2023. The opening balance sheet fair value of the liabilities was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The ~~Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. The~~ contingent consideration related to ~~the December 31, 2023~~ Asuragen ~~threshold~~ was ~~$3.0 million as of March 31, 2023. Contingent consideration was $5.0~~$2.0 million as of June 30, ~~2022.~~2023.

The Namocell contingent agreement ~~is based on achieving~~required the Company to make contingent consideration payments of up to $25.0 million if certain revenue thresholds were achieved by ~~December 31, 2022 and~~ December 31, 2023. The opening balance sheet fair value of the liabilities was $10.6 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. As of March 31, 2023, the remaining contingent consideration related to Namocell was ~~$2.3 million.~~$1.5 million as of June 30, 2023.

~~As of March 31, 2023~~, the Company’s obligation for potential contingent consideration payments related to the B-Mogen acquisition was relieved as there is a remote likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement. The Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2022.

~~Table of Contents~~

~~The ultimate settlement of contingent consideration liabilities could deviate from current estimates based on the actual results of the financial measures described above.~~ This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in selling, general and administrative expense.

Table of Contents

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):


	Quarter Ended		Nine Months Ended		Quarter Ended		Nine Months Ended
	March 31,		March 31,		March 31,		March 31,
	2023		2023		2024		2024

Fair value at the beginning of period	$	7,000	$	5,000	$	—	$	3,500
Change in fair value of contingent consideration		(1,750)		(10,350)		—		(3,500)
Additions		—		10,600
Payments		—		—		—		—
Fair value at the end of period	$	5,250	$	5,250	$	—	$	—

The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.

Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.

Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the ~~consolidated balance sheets~~Consolidated Balance Sheets approximate fair value because of the short-term nature of these items.

Long-term debt – The carrying amounts reported in the ~~consolidated balance sheets~~Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.

Note 6. Debt and Other Financing Arrangements:

On August 31, 2022, the Company entered into ~~an amended and restated Credit Agreement (the Amended Credit Agreement). This replaced the~~a revolving line-of-credit and term loan by a Credit Agreement (the ~~prior~~ Credit Agreement)~~, which provided for a revolving credit facility of $600.0 million and could be increased by an additional $200.0 million subject to certain conditions, and a term loan of $250.0 million.~~. The ~~prior Credit Agreement was bearing interest at a variable rate and would have matured on August 1, 2023.~~

~~The Amended~~ Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the ~~Amended~~ Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. At the closing on August 31, 2022, the Company borrowed approximately $350 million pursuant to the Amended Credit Agreement for working capital and for payment of outstanding debt under the Company’s prior credit agreement that was entered into on August 1, 2018. Borrowings under the ~~Amended~~ Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 1012.5 basis points.

The ~~amended and restated~~ Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of March 31, ~~2023,~~2024, the outstanding balance under the Credit Agreement was ~~$370.0~~$389.0 million.

~~Table of Contents~~

Note 7. Leases:

As a lessee, the ~~company~~Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. ~~The Company adopted ASU No. 2016-02 and related standards (collectively ASC 842,~~ ~~Leases~~~~), which replaced previous lease accounting guidance, on July 1, 2019.~~

The Company recognizes operating lease expense on a straight-line basis over the lease term. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is Bio-Techne’s incremental borrowing rate or, if available, the rate implicit in the lease. Bio-Techne determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. During the nine months ended March 31, ~~2023,~~2024, the Company recognized ~~$3.2~~$3.8 million in variable lease expense and ~~$11.3~~$13.7 million relating to fixed lease expense in the Condensed Consolidated Statements of Earnings and Comprehensive Income.

The following table summarizes the balance sheet classification of the Company’s operating leases and amounts of right of use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases (asset and liability amounts are in thousands):

As of

March 31,

Balance Sheet Classification

2023
Operating leases:





Operating lease right of use assets

Right of Use Asset

$
97,976

Current operating lease liabilities

Operating lease liabilities - current

$
10,723
Noncurrent operating lease liabilities

Operating lease liabilities

93,267
Total operating lease liabilities

$
103,990

Weighted average remaining lease term (in years):

9.61

Weighted average discount rate (%):

4.25

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the nine months ended March 31, 2023 (in thousands):

Nine months ended

March 31,

2023
Cash amounts paid on operating lease liabilities

$
10,929

Right of use assets obtained in exchange for lease liabilities

$
44,892

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Table of Contents

The following table summarizes the balance sheet classification of the Company’s operating leases and amounts of right-of-use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases (in thousands):


			As of
			March 31,
	Balance Sheet Classification		2024
Operating leases:
Operating lease right-of-use assets		Right-of-use asset	$	97,258

Current operating lease liabilities		Operating lease liabilities - current	$	12,978
Noncurrent operating lease liabilities		Operating lease liabilities		92,752
Total operating lease liabilities			$	105,730

Weighted average remaining lease term (in years):				8.66

Weighted average discount rate (%):				4.20

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained in exchange for new operating lease liabilities for the nine months ended March 31, 2024 (in thousands):


	Nine months ended
	March 31,
	2024
Cash amounts paid on operating lease liabilities	$	12,352

Right-of-use assets obtained in exchange for lease liabilities	$	10,255

The following table summarizes the fair value of the lease liability by payment date for the Company’s operating leases by fiscal year (in thousands):


	March 31, 2023		March 31, 2024
	Operating		Operating
	Leases		Leases
Remainder 2023	$	7,313
2024		13,463
Remainder 2024			$	4,160
2025		13,058		16,532
2026		13,275		16,646
2027		11,676		13,780
2028				13,673
Thereafter		70,959		62,951
Total	$	129,744	$	127,742
Less: Amounts representing interest		25,754		22,012
Total lease obligations	$	103,990	$	105,730

Certain leases include one or more options to renew, with terms that extend the lease term up to five years. Bio-Techne includes the option to renew the lease as part of the ~~right of use~~right-of-use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, Bio-Techne is not reasonably certain to exercise such options.

1719

Table of Contents

Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss):

Supplemental Equity

The Company has declared cash dividends per share of $0.08 and $0.24 in ~~both~~ the three and nine months ended March 31, 2024 and 2023, ~~and 2022,~~ respectively.

Consolidated Changes in Equity (amounts in thousands):


	Bio-Techne Shareholders													Bio-Techne Shareholders
								Accumulated													Accumulated
				Additional				Other									Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive		Noncontrolling				Common Stock			Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Income(Loss)		Interest		Total		Shares	Amount		Capital		Earnings		Income(Loss)		Total
Balances at June 30, 2022	156,644	$	1,566	$	652,467	$	1,122,937	$	(75,200)	$	(759)	$	1,701,011
Net earnings							89,555				179		89,734
Other comprehensive income (loss)									(16,762)				(16,762)
Reclassification of cumulative translation adjustment for Eminence to non-operating income									152		(33)		119
Elimination of noncontrolling equity interest from sale of Eminence											613		613
Share repurchases	(222)		(2)				(19,560)						(19,562)
Common stock issued for exercise of options	425		5		9,418		(11,428)						(2,005)
Common stock issued for restricted stock awards	45		0		0		(6,427)						(6,427)
Cash dividends							(12,545)						(12,545)
Stock-based compensation expense					14,364								14,364
Common stock issued to employee stock purchase plan	36		0		2,517								2,517
Employee stock purchase plan expense					97								97
Balances at September 30, 2022	156,928	$	1,569	$	678,863	$	1,162,532	$	(91,810)	$	—	$	1,751,154
Net earnings							50,005						50,005
Other comprehensive income (loss)									16,685				16,685
Share repurchases													—
Common stock issued for exercise of options	155		1		5,074								5,075
Common stock issued for restricted stock awards	11		1		1								2
Cash dividends							(12,561)						(12,561)
Stock-based compensation expense					16,413								16,413
Common stock issued to employee stock purchase plan													—
Employee stock purchase plan expense					333								333
Balances at December 31, 2022	157,094	$	1,571	$	700,684	$	1,199,976	$	(75,125)	$	—	$	1,827,106
Balances at June 30, 2023														157,642	$	1,576	$	721,543	$	1,309,461	$	(66,064)	$	1,966,516
Net earnings							70,218						70,218							50,993				50,993
Other comprehensive income (loss)									1,574				1,574									(11,952)		(11,952)
Common stock issued for exercise of options	201		2		1,871		(10,733)						(8,860)	633		6		12,877		(15,460)				(2,577)
Common stock issued for restricted stock awards	6		0		0		(267)						(267)	47		1		0		(4,768)				(4,767)
Cash dividends							(12,582)						(12,582)							(12,654)				(12,654)
Stock-based compensation expense					9,995								9,995					9,981						9,981
Common stock issued to employee stock purchase plan	38		0		2,389								2,389	33		1		2,093						2,094
Employee stock purchase plan expense					113								113					112						112
Balances at March 31, 2023	157,339	$	1,573	$	715,052	$	1,246,612	$	(73,551)	$	—	$	1,889,686
Balances at September 30, 2023														158,355	$	1,584	$	746,606	$	1,327,572	$	(78,016)	$	1,997,746
Net earnings																				27,465				27,465
Other comprehensive income (loss)																						14,355		14,355
Share repurchases														(1,397)		(14)				(80,028)				(80,042)
Common stock issued for exercise of options														157		1		4,914		(1,074)				3,841
Common stock issued for restricted stock awards														27		0		0						0
Cash dividends																				(12,559)				(12,559)
Stock-based compensation expense																		12,413						12,413
Employee stock purchase plan expense																		340						340
Balances at December 31, 2023														157,142	$	1,571	$	764,273	$	1,261,376	$	(63,661)	$	1,963,559
Net earnings																				49,059				49,059
Other comprehensive income (loss)																						(11,646)		(11,646)
Common stock issued for exercise of options														372		4		15,761						15,765
Common stock issued for restricted stock awards														4		0		0		(168)				(168)
Cash dividends																				(12,579)				(12,579)
Stock-based compensation expense																		8,053						8,053
Common stock issued to employee stock purchase plan														36		1		2,251						2,252
Employee stock purchase plan expense																		80						80
Balances at March 31, 2024														157,554	$	1,576	$	790,418	$	1,297,688	$	(75,307)	$	2,014,375

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	Bio-Techne Shareholders													Bio-Techne Shareholders
								Accumulated													Accumulated
				Additional				Other									Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive		Noncontrolling				Common Stock			Paid-in		Retained		Comprehensive		Noncontrolling
	Shares	Amount		Capital		Earnings		Income(Loss)		Interest		Total		Shares	Amount		Capital		Earnings		Income(Loss)		Interest		Total
Balances at June 30, 2021	155,822	$	1,558	$	533,239	$	1,085,465	$	(57,291)	$	8,263	$	1,571,234
Balances at June 30, 2022														156,644	$	1,566	$	652,467	$	1,122,937	$	(75,200)	$	(759)	$	1,701,011
Net earnings																				89,555				179		89,734
Other comprehensive income (loss)																						(16,762)				(16,762)
Reclassification of cumulative translation adjustment for Eminence to non-operating income																						152		(33)		119
Elimination of noncontrolling equity interest from sale of Eminence																								613		613
Share repurchases														(222)		(2)				(19,560)						(19,562)
Common stock issued for exercise of options														425		5		9,418		(11,428)						(2,005)
Common stock issued for restricted stock awards														45		0		0		(6,427)						(6,427)
Cash dividends																				(12,545)						(12,545)
Stock-based compensation expense																		14,364								14,364
Common stock issued to employee stock purchase plan														36		0		2,517								2,517
Employee stock purchase plan expense																		97								97
Balances at September 30, 2022														156,928	$	1,569	$	678,863	$	1,162,532	$	(91,810)	$	—	$	1,751,154
Net earnings							69,615				(634)		68,981							50,005						50,005
Other comprehensive income (loss)									(6,925)		(39)		(6,964)									16,685				16,685
Common stock issued for exercise of options	1,178		12		36,336		(13,481)						22,867	155		1		5,074								5,075
Common stock issued for restricted stock awards	79		1		(1)		(9,765)						(9,765)	11		1		1								2
Cash dividends							(12,493)						(12,493)							(12,561)						(12,561)
Stock-based compensation expense					11,396								11,396					16,413								16,413
Common stock issued to employee stock purchase plan	13		0		1,358								1,358
Employee stock purchase plan expense					341								341					333								333
Balances at September 30, 2021	157,092	$	1,571	$	582,669	$	1,119,341	$	(64,216)	$	7,590	$	1,646,955
Non-controlling interest in Eminence													—
Balances at December 31, 2022														157,094	$	1,571	$	700,684	$	1,199,976	$	(75,125)	$	—	$	1,827,106
Net earnings							80,173				(8,114)		72,059							70,218						70,218
Other comprehensive income (loss)									4,742		66		4,808									1,574				1,574
Share repurchases	(357)		(4)				(41,290)						(41,294)													—
Common stock issued for exercise of options	538		6		18,599								18,605	201		2		1,871		(10,733)						(8,860)
Common stock issued for restricted stock awards	6		0		0								0	6		0		0		(267)						(267)
Cash dividends							(12,576)						(12,576)							(12,582)						(12,582)
Stock-based compensation expense					13,701								13,701					9,995								9,995
Common stock issued to employee stock purchase plan					6								6	38		0		2,389								2,389
Employee stock purchase plan expense					267								267					113								113
Balances at December 31, 2021	157,279	$	1,573	$	615,242	$	1,145,648	$	(59,474)	$	(458)	$	1,702,531
Net earnings							60,739				(595)		60,144
Other comprehensive income (loss)									4,329		(1)		4,328
Share repurchases	(580)		(5)				(60,833)						(60,838)
Common stock issued for exercise of options	337		3		10,492								10,495
Common stock issued for restricted stock awards	3		0		0		(159)						(159)
Cash dividends							(12,577)						(12,577)
Stock-based compensation expense					8,043								8,043
Common stock issued to employee stock purchase plan	15		0		1,330								1,330
Employee stock purchase plan expense					25								25
Balances at March 31, 2022	157,054	$	1,571	$	635,132	$	1,132,818	$	(55,145)	$	(1,054)	$	1,713,322
Balances at March 31, 2023														157,339	$	1,573	$	715,052	$	1,246,612	$	(73,551)	$	—	$	1,889,686

1921

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Accumulated Other Comprehensive Income

The components of other comprehensive income (loss) consist of changes in foreign currency translation adjustments and changes in net unrealized gains (losses) on derivative instruments designated as cash flow hedges. The Company reclassified a $2.6 million and a $1.4 million gain, net of taxes, from accumulated other comprehensive income (loss) to earnings during the three months ended March 31, 2024 and 2023, respectively. The Company reclassified a $7.7 million and a $1.7 million gain, net of taxes, from accumulated other comprehensive income (loss) to earnings during the nine months ended March 31, ~~2023. The Company reclassified a $4.0 million loss, net of taxes, from accumulated other comprehensive income (loss) to earnings during the nine months ended March 31, 2022.~~2024 and 2023, respectively.

~~The accumulated balances related to each component of other comprehensive income (loss)~~Changes in Accumulated Other Comprehensive Income (Loss) attributable to Bio-Techne ~~net of tax, are summarized as follows (in thousands):~~by component:


Three months ended March 31, 2024 (in thousands):							Unrealized
							Gains		Foreign
	Unrealized						(Losses) on		Currency
	Gains		Foreign				Derivative		Translation
	(Losses) on		Currency				Instruments		Adjustments		Total
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2022	$	8,069	$	(83,269)	$	(75,200)
Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne		4,172		(805)		3,367
Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne⁽¹⁾		(1,870)				(1,870)
Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne		—		152		152
Balance as of March 31, 2023⁽²⁾	$	10,371	$	(83,922)	$	(73,551)
Balance as of December 31, 2023, net of tax:							$	8,842	$	(72,503)	$	(63,661)
Other comprehensive income (loss), before tax:
Amounts before reclassifications								(1,626)		(12,620)		(14,246)
Amounts reclassified out								2,570		837		3,407
Total other comprehensive income (loss), before tax								944		(11,783)		(10,839)
Tax (expense)/benefit								(609)		(198)		(807)
Total other comprehensive income (loss), net of tax								335		(11,981)		(11,646)
Balance as of March 31, 2024, net of tax							$	9,177	$	(84,484)	$	(75,307)

Unrealized

Gains

Foreign

(Losses) on

Currency

Derivative

Translation


Instruments

Adjustments

Total
Balance as of June 30, 2021 attributable to Bio-Techne

$
(6,193)

$
(51,098)

$
(57,291)
Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne

7,757

(9,599)

(1,842)
Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne⁽¹⁾

3,988

—

3,988
Balance as of March 31, 2022⁽²⁾

$
5,552

$
(60,697)

$
(55,145)

⁽¹⁾

(Gains)/losses on the interest swap are reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $2,445 to interest income and recorded a related tax expense of $575 during the nine months ended March 31, 2023. The Company reclassified $5,214 to interest expense and a related tax benefit of $1,226 during the nine months ended March 31, 2022.

⁽²⁾

~~The Company had a net deferred tax liability of $3,186 and $1,706 included in the accumulated other comprehensive income loss as of March 31, 2023 and 2022, respectively.~~


Three months ended March 31, 2023 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of December 31, 2022, attributable to Bio-Techne, net of tax:	$	12,079	$	(87,204)	$	(75,125)
Other comprehensive income (loss), before tax:
Amounts before reclassifications, attributable to Bio-Techne		(3,105)		3,282		177
Amounts reclassified out		1,826		—		1,826
Total other comprehensive income (loss), before tax		(1,279)		3,282		2,003
Tax (expense)/benefit		(429)		—		(429)
Total other comprehensive income (loss), net of tax		(1,708)		3,282		1,574
Balance as of March 31, 2023, net of tax	$	10,371	$	(83,922)	$	(73,551)

2022

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Nine months ended March 31, 2024 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2023, net of tax:	$	12,862	$	(78,926)	$	(66,064)
Other comprehensive income (loss), before tax:
Amounts before reclassifications		(9,582)		(7,368)		(16,950)
Amounts reclassified out		7,729		2,372		10,101
Total other comprehensive income (loss), before tax		(1,853)		(4,996)		(6,849)
Tax (expense)/benefit		(1,832)		(562)		(2,394)
Total other comprehensive income (loss), net of tax		(3,685)		(5,558)		(9,243)
Balance as of March 31, 2024, net of tax⁽¹⁾	$	9,177	$	(84,484)	$	(75,307)


Nine months ended March 31, 2023 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2022, attributable to Bio-Techne, net of tax:	$	8,069	$	(83,269)	$	(75,200)
Other comprehensive income (loss), before tax:
Amounts before reclassifications, attributable to Bio-Techne		431		(805)		(374)
Amounts reclassified out		2,445		152		2,597
Total other comprehensive income (loss), before tax		2,876		(653)		2,223
Tax (expense)/benefit		(574)		—		(574)
Total other comprehensive income (loss), net of tax		2,302		(653)		1,649
Balance as of March 31, 2023, net of tax⁽¹⁾	$	10,371	$	(83,922)	$	(73,551)

⁽¹⁾ The Company had a net deferred tax liability for its cash flow hedge of $2.9 million and $3.2 million for the nine months ended March 31, 2024 and 2023, respectively,

Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within foreign currency translation adjustments do include impacts from the net investment hedge.

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Note 9. Earnings Per Share:

The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):


	Quarter Ended				Nine Months Ended				Quarter Ended				Nine Months Ended
	March 31,				March 31,				March 31,				March 31,
	2023		2022		2023		2022		2024		2023		2024		2023
Earnings per share – basic:
Net earnings, including noncontrolling interest	$	70,218	$	60,144	$	209,958	$	201,184	$	49,059	$	70,218	$	127,517	$	209,958
Less net earnings (loss) attributable to noncontrolling interest		-		(595)		179		(9,343)		—		—		—		179
Net earnings attributable to Bio-Techne	$	70,218	$	60,739	$	209,779	$	210,527	$	49,059	$	70,218	$	127,517	$	209,779
Income allocated to participating securities		(16)		(25)		(52)		(95)		(5)		(16)		(24)		(52)
Income available to common shareholders	$	70,202	$	60,714	$	209,727	$	210,432	$	49,054	$	70,202	$	127,493	$	209,727
Weighted-average shares outstanding – basic		157,311		157,087		157,071		156,899		157,309		157,311		157,655		157,071
Earnings per share – basic	$	0.45	$	0.39	$	1.34	$	1.34	$	0.31	$	0.45	$	0.81	$	1.34

Earnings per share – diluted:
Net earnings, including noncontrolling interest	$	70,218	$	60,144	$	209,958	$	201,184	$	49,059	$	70,218	$	127,517	$	209,958
Less net earnings (loss) attributable to noncontrolling interest		—		(595)		179		(9,343)		—		—		—		179
Net earnings attributable to Bio-Techne	$	70,218	$	60,739	$	209,779	$	210,527	$	49,059	$	70,218	$	127,517	$	209,779
Income allocated to participating securities		(16)		(25)		(52)		(95)		(5)		(16)		(24)		(52)
Income available to common shareholders	$	70,202	$	60,714	$	209,727	$	210,432	$	49,054	$	70,202	$	127,493	$	209,727
Weighted-average shares outstanding – basic		157,311		157,087		157,071		156,899		157,309		157,311		157,655		157,071
Dilutive effect of stock options and restricted stock units		4,304		6,787		4,697		7,393		3,187		4,304		3,162		4,697
Weighted-average common shares outstanding – diluted		161,615		163,874		161,768		164,292		160,496		161,615		160,817		161,768
Earnings per share – diluted	$	0.43	$	0.37	$	1.30	$	1.28	$	0.31	$	0.43	$	0.79	$	1.30

The dilutive effect of stock options and restricted stock units in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was ~~4.5~~4.0 million and ~~3.0~~4.5 million for the quarter ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively and ~~4.5~~4.0 million and ~~2.7~~4.5 million for the nine months ended March 31, ~~2023~~2024 and ~~2022~~2023 respectively.

Note 10. Share-based Compensation:

During the nine months ended March 31, ~~2023~~2024 and ~~2022,~~2023, the Company granted ~~2.3~~1.0 million and ~~1.4~~2.3 million stock options at weighted average grant prices of ~~$93.96~~$80.07 and ~~$120.17~~$93.96 and weighted average fair values of ~~$29.58~~$27.47 and ~~$29.77,~~$29.58, respectively. During the nine months ended March 31, ~~2023~~2024 and ~~2022,~~2023, the Company granted ~~90,352~~353,656 and ~~110,292~~90,352 restricted stock units at a weighted average fair value of ~~$93.84~~$78.41 and ~~$117.59,~~$93.84, respectively. During the nine months ended March 31, ~~2023~~2024 and ~~2022,~~2023, the Company granted ~~10,816~~27,196 and ~~27,584~~10,816 shares of restricted common stock shares at a weighted average fair value of ~~$73.94~~$56.98 and ~~$122.34.~~$73.94.

Stock options for ~~1,271,338~~1,590,362 and ~~2,220,412~~1,271,338 shares of common stock with total intrinsic values of ~~$74.1~~$73.1 million and ~~$196.3~~$74.1 million were exercised during the nine months ended March 31, 2024 and 2023, ~~and 2022,~~ respectively.

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Stock-based compensation expense, inclusive of payroll taxes, of ~~$10.2~~$8.1 million and ~~$8.7~~$10.2 million was included in selling, general and administrative expenses for the quarter ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively. Stock-based compensation expenses, inclusive of payroll taxes, of ~~$41.5~~$31.7 million and ~~$35.9~~$41.5 million was included in selling, general, and administrative expenses for the nine months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively. Additionally, the ~~company~~Company recognized ~~$0.2~~$0.1 million and ~~$0.8~~$0.6 million of stock-based compensation costs in cost of goods sold in the quarter and nine months ended March 31, ~~2023~~2024, respectively, compared to ~~$0.4~~$0.2 million and ~~$1.1~~$0.8 million in cost of goods sold in the comparative prior year periods. As of March 31, ~~2023,~~2024, there was ~~$44.1~~$41.2 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock. The weighted average period over which the compensation cost is expected to be recognized is ~~1.9~~2.2 years.

~~Table of Contents~~

In fiscal 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase Plan (ESPP), which was approved by the Company's shareholders on October 30, 2014, and which is designed to comply with IRS provisions governing employee stock purchase plans. 800,000 shares were allocated to the ESPP. The Company recorded expense of $0.1 million for the quarter ended March 31, ~~2023~~2024 and ~~immaterial expense~~$0.1 million for the quarter ended March 31, ~~2022.~~2023. The Company recorded expense of $0.5 million and ~~$0.6~~$0.5 million ~~for the ESPP~~ for the nine months ended March 31, ~~2023~~2024 and ~~2022,~~2023, respectively.

Note 11. Other Income / (Expense):

The components of other income (expense) in the accompanying Statement of Earnings and Comprehensive Income are as follows (in thousands):

						��
	Quarter Ended				Nine Months Ended				Quarter Ended					Nine Months Ended
	March 31,				March 31,				March 31,					March 31,
	2023		2022		2023		2022		2024		2023		2024		2023
Interest expense	$	(1,367)	$	(2,493)	$	(7,513)	$	(8,804)	$	(4,005)	$	(1,367)	$	(13,227)	$	(7,513)
Interest income		974		168		2,375		606		712		974		2,418		2,375
Other non-operating income (expense), net⁽¹⁾		378		(19,350)		51,062		14,515
Gain (loss) on investment⁽¹⁾										—		314		283		50,009
Gain (loss) on equity method investment										(1,747)		—		(5,950)		—
Other non-operating income (expense), net										(874)		64		(359)		1,053
Total other income (expense)	$	(15)	$	(21,675)	$	45,924	$	6,317	$	(5,914)	$	(15)	$	(16,835)	$	45,924

⁽¹⁾Primarily due to a $0.3 million gain on the sale of our exchange traded investment grade bond funds during the nine months ended March 31, 2024 compared to a $37.2 million gain on the sale of our ChemoCentryx investment and a $11.7 million gain on the sale of Eminence in the nine months ended March 31, 2023.

⁽¹⁾For the quarter ended March 31, 2023, primarily due to a $0.3 million gain in the fair value of our exchange traded investment grade bond funds compared to a $18.1 million loss in the fair value of our CCXI investment and exchange traded investment grade bond funds in the comparative period. For the nine months ended March 31, 2023, primarily due to a $37.2 million gain on the sale of our ~~CCXI investment and a $11.7 million gain on the sale of Eminence, compared to a $16.5 million gain in the fair value of our CCXI investment in the comparative period.~~

Note 12. Income Taxes:

The Company’s effective income tax rate for the third quarter of fiscal 2024 and 2023 was 19.7% and ~~2022 was~~ 12.4% ~~and 12.5%~~, respectively, of consolidated earnings before income taxes, inclusive of discrete items, and 11.5% and 16.1% ~~and 9.5%~~ for the first nine months of fiscal ~~2023~~2024 and ~~2022,~~2023, respectively. The change in the ~~company’s~~Company’s tax rate for the quarter and nine months ended March 31, ~~2023~~2024 compared to the quarter and nine months ended March 31, ~~2022~~2023 was driven by discrete tax items.

The Company recognized total net benefits related to discrete tax items of $1.8 million and $16.6 million during the quarter and nine months ended March 31, 2024, respectively, compared to total net benefits of $5.7 million and $8.9 million during the quarter and nine months ended March 31, 2023, ~~respectively, compared to total net benefits of $6.3~~respectively. Share-based compensation excess tax benefit contributed $1.9 million and ~~$31.6~~$13.6 million ~~during~~in the quarter and nine months ended March 31, ~~2022, respectively. Share-based compensation excess tax benefit contributed~~2024, respectively, compared to $0.4 million and $9.5 million in the quarter and nine months, ended March 31, 2023, ~~respectively, compared to $3.4 million and $27.8 million in~~respectively. During the quarter and nine months ended March 31, ~~2022,~~2024, the Company had total other immaterial discrete tax expense of $0.1 million and an other immaterial discrete tax benefit of $3.0 million, respectively. During the quarter and nine months ended March 31, 2023, the Company had discrete tax benefit of $0.6 million and discrete tax expense of $5.1 million, respectively, related to taxes associated with a planned distribution from our China entity. ~~There was no benefit or expense in the comparative periods related to distributions.~~ The Company recognized total other immaterial net discrete tax benefits of $4.7 million and $4.5 million in the quarter and nine months ended March 31, 2023, ~~respectively, compared to $2.9 million and $3.8 million of other immaterial net discrete tax benefits in the quarter and nine months ended March 31, 2022,~~ respectively.

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Note 13. Segment Information:

The Company's management evaluates segment operating performance based on operating income before certain charges to cost of sales and selling, general and administrative expenses, principally associated with the impact of partially-owned consolidated subsidiaries as well as acquisition accounting related to inventory, amortization of acquisition-related intangible assets and other acquisition-related expenses. The Protein Sciences and Diagnostics and Genomics segments both include consumables, instruments, services and royalty revenue.

The following is financial information relating to the Company's reportable segments (in thousands):

Quarter Ended

Nine Months Ended

March 31,

March 31,


2023

2022

2023

2022
Net sales:





Protein Sciences

$
218,903

$
213,176

$
622,739

$
615,332
Diagnostics and Genomics

75,669

77,679

213,577

203,191
Intersegment

(426)

(479)

(934)

(1,152)
Consolidated net sales

$
294,146

$
290,376

$
835,382

$
817,371

Operating income:








Protein Sciences

$
98,756

$
96,750

$
274,035

$
280,131
Diagnostics and Genomics

11,464

19,405

28,399

37,748
Segment operating income

$
110,220

$
116,155

$
302,434

$
317,879
Costs recognized on sale of acquired inventory

—

—

(400)

(1,596)
Amortization of acquisition related intangible assets

(19,286)

(18,173)

(57,694)

(54,942)
Impact of partially-owned consolidated subsidiaries⁽¹⁾

—

(892)

647

(3,446)
Acquisition related expenses and other

1,333

3,710

9,343

19,328
Eminence impairment

—

—

—

(18,715)
Stock based compensation, inclusive of employer taxes

(10,543)

(9,056)

(42,879)

(37,731)
Restructuring costs

—

291

(2,950)

(1,638)
Corporate general, selling, and administrative expenses

(1,513)

(1,588)

(4,082)

(3,122)
Consolidated operating income

$
80,211

$
90,447

$
204,419

$
216,017


	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Net sales:
Protein Sciences	$	214,589	$	218,903	$	616,914	$	622,739
Diagnostics and Genomics		87,511		75,669		235,715		213,577
Other revenue⁽¹⁾		2,093		—		2,093		—
Intersegment		(765)		(426)		(1,761)		(934)
Consolidated net sales	$	303,428	$	294,146	$	852,961	$	835,382

Operating income:
Protein Sciences	$	94,829	$	98,756	$	262,777	$	274,035
Diagnostics and Genomics		8,104		11,464		13,189		28,399
Segment operating income	$	102,933	$	110,220	$	275,966	$	302,434
Costs recognized on sale of acquired inventory		(186)		—		(550)		(400)
Amortization of intangibles		(19,287)		(19,286)		(58,908)		(57,694)
Impact of partially-owned consolidated subsidiaries⁽²⁾		—		—		—		647
Acquisition related expenses and other		(3,286)		1,333		(2,173)		9,343
Impairment of assets held-for-sale		—		—		(6,038)		—
Stock based compensation, inclusive of employer taxes		(8,358)		(10,543)		(32,810)		(42,879)
Restructuring and restructuring-related costs		(1,550)		—		(7,157)		(2,950)
Corporate general, selling, and administrative expenses		(3,346)		(1,513)		(7,545)		(4,082)
Impact of business held-for-sale⁽¹⁾		78		—		78		—
Consolidated operating income	$	66,998	$	80,211	$	160,863	$	204,419

⁽¹⁾ Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.

⁽²⁾Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.

Note 14. Subsequent Events:

None.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with both the unaudited condensed consolidated financial information and related notes included in this Form 10-Q, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended June 30, ~~2022.~~2023. This discussion contains various “Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” and “Forward-Looking Information and Cautionary Statements” located at the end of Item 2 of this report.

OVERVIEW

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company) develop, manufacture and sell biotechnology reagents, instruments and services for the research and clinical diagnostic markets worldwide. We use our deep product portfolio and application expertise to develop and sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

Consistent with the prior year, we have operated with two segments – our Protein Sciences segment and our Diagnostics and Genomics segment – during the third quarter of fiscal 2023. Our Protein Sciences segment is a leading developer and manufacturer of high-quality purified proteins and reagent solutions, most notably cytokines and growth factors, antibodies, immunoassays, biologically active small molecule compounds, tissue culture reagents and cell therapy workflow technologies. This segment also includes protein analysis solutions that offer researchers efficient and streamlined options for automated western blot, multiplexed ELISA workflow and protein purity, identify and charge analysis. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including FDA-regulated controls, calibrators, blood gas and clinical chemistry controls and other reagents for OEM and clinical customers, as well as a portfolio of clinical molecular diagnostic oncology assays, including the ExoDx®Prostate (IntelliScore) test (EPI) for prostate cancer diagnosis. This segment also manufactures and sells advanced tissue-based in-situ hybridization assays (ISH) for research and clinical use.

~~RECENT ACQUISITIONS~~

~~A key component of the Company's strategy is to augment internal growth of existing businesses with complementary acquisitions.~~ On July 1, 2022, the Company completed the acquisition of Namocell, Inc. for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of certain future milestones. The Namocell acquisition adds a leading provider of single cell sorting and dispensing platforms that are gentle to cells and therefore preserve cell viability and integrity. ~~Refer to Note 4 for additional disclosure regarding the Company's recent acquisitions.~~

~~RESULTS OF OPERATIONS~~

~~Operational Update~~

Consolidated net sales increased 1% and 2% for the quarter and nine months ended March 31, 2023, respectively, compared to the same prior year periods. Organic growth for the quarter ended March 31, 2023 was 3% compared to the prior year with foreign currency exchange having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic growth for the nine months ended March 31, 2023 was 4% compared to the prior year same period with acquisitions contributing 1% to revenue growth and foreign currency exchange having an unfavorable impact of 3%.

Consolidated net earnings attributable to Bio-Techne increased to $70.2 million for the quarter ended March 31, 2023 as compared to $60.7 million for the quarter ended March 31, 2022. The increase in net earnings attributable to Bio-Techne is primarily due to a non-recurring loss of approximately $17.2 million on our ChemoCentryx investment in the prior year. Consolidated net earnings attributable to Bio-Techne decreased to $209.8 million for the nine months ended March 31, 2023 as compared to $210.5 million for the nine months ended March 31, 2022. The decrease in net earnings attributable to Bio-Techne for the nine months ended March 31, 2023 is due to

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unfavorable foreign currency exchange and the Namocell acquisition, partially offset by non-recurring gains on the sale of our ChemoCentryx investment and sale of our partially-owned consolidated subsidiary in the first fiscal quarter of 2023.

~~Business Strategy Update~~

~~Environmental~~

The Company’s key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development. As a Company, we are integrating consideration of greenhouse gas emissions and other environmental variables into our key business strategies. The Company also strives to innovate and improve all aspects of Bio-Techne’s operations, including reducing the environmental impacts of our manufacturing operations. As described in our Corporate Sustainability ~~Report, among other initiatives,~~report, the Company is currently focused on establishing a baseline for emissions toso that we can develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials.

~~In response~~Consistent with the prior year, we have operated with two segments – our Protein Sciences segment and our Diagnostics and Genomics segment – during the third quarter of fiscal 2024. Our Protein Sciences segment is a leading developer and manufacturer of high-quality purified proteins and reagent solutions, most notably cytokines and growth factors, antibodies, immunoassays, biologically active small molecule compounds, tissue culture reagents and T-Cell activation technologies. This segment also includes protein analysis solutions that offer researchers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and provides spatial biology products, including advanced tissue-based in-situ hybridization assays (ISH) and instrumentation for research and clinical use. This segment also develops and manufactures diagnostic products, including FDA-regulated controls, calibrators, blood gas and clinical chemistry controls and other reagents for OEM and clinical customers, as well as a portfolio of clinical molecular diagnostic oncology assays, including the ExoDx®Prostate (IntelliScore) test (EPI) for prostate cancer diagnosis.

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RECENT ACQUISITIONS

A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. On July 7, 2023, the Company completed the acquisition of Lunaphore Technologies SA (Lunaphore) for $169.7 million in a cash-free, debt-free acquisition. The Lunaphore acquisition adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research markets. Refer to Note 4 for additional disclosure regarding the Company's recent acquisitions.

RESULTS OF OPERATIONS

Operational Update

Consolidated net sales increased 3% and 2% for the quarter and nine months ended March 31, 2024, respectively, compared to the ~~COVID-19 pandemic,~~same prior year periods. Organic revenue for the ~~Company took additional steps~~quarter ended March 31, 2024 increased 2% compared to ~~monitor~~the prior year with acquisitions contributing 1% impact. Foreign currency exchange and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change.

~~The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core~~a business ~~strategies are~~held-for-sale did not expected to materially alter the Company’s near-term financial results. Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions.

~~Digital~~

In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in “Item 1A. Risk Factors” of the Company’s Form 10-K, increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company’s procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks.

~~The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to~~ have a material impact. Organic revenue for the nine months ended March 31, 2024 remained flat compared to the same prior year period with acquisitions and foreign currency exchange each having a favorable impact ~~on our financial results. However, the impact on our~~of 1%. A business ~~operations and financial results from~~held-for-sale did not have a material ~~cyber breach would be unknown~~impact.

Consolidated net earnings attributable to Bio-Techne decreased to $49.1 million for the quarter ended March 31, 2024 as compared to $70.2 million for the quarter ended March 31, 2023. The decrease in net earnings attributable to Bio-Techne is primarily due to the acquisition of Lunaphore, CEO transition and ~~dependent~~restructuring charges, and unfavorable volume within Protein Sciences. Consolidated net earnings attributable to Bio-Techne decreased to $127.5 million for the nine months ended March 31, 2024 as compared to $209.8 million for the nine months ended March 31, 2023. Prior year net earnings attributable to Bio-Techne was favorably impacted by a non-recurring gain of $37.2 million on the ~~nature~~sale of our ChemoCentryx investment and a non-recurring gain of $11.7 million on the ~~breach.~~sale of our Eminence investment.

Net Sales

Consolidated net sales for the quarter ~~and nine months~~ ended March 31, ~~2023 were $294.1~~2024 increased 3% at $303.4 million ~~and $835.4 million, respectively, an increase of 1% and 2% from~~compared to the same prior year periods. Organic growth for the quarter ended March 31, 2023 was 3% compared to the prior year with foreign currency exchange having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic growthperiod. Consolidated net sales for the nine months ended March 31, ~~2023 was 4%~~2024 were $853.0 million, an increase of 2% from the same prior year period. Organic revenue for the quarter ended March 31, 2024 increased 2% compared to the prior year with acquisitions contributing 1%. Foreign currency exchange and a business held-for-sale did not have a material impact. Organic revenue for the nine months ended March 31, 2024 remained flat compared to the prior year same period with acquisitions ~~contributing 1% to revenue growth~~ and foreign currency exchange each having ~~an unfavorable~~a favorable impact of 3%1%. A business held-for-sale did not have a material impact. Organic ~~growth~~revenue for the quarter ~~ended March 31, 2023 was primarily driven by consumable growth in our Protein Sciences segment, which was partially offset by non-recurring revenue in our Diagnostics~~ and ~~Genomics segment in the prior year related to the ExoTru kidney transplant rejection agreement. Organic growth for the~~ nine months ended March 31, ~~2023 is~~2024 was primarily driven by ~~consumables~~higher sales within the Diagnostics & Genomics segment, partially offset by lower sales from customers in China and ~~service revenue growth in~~Europe within the ~~Americas.~~Protein Sciences segment.

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Gross Margins

Consolidated gross margins for the quarter and nine months ended March 31, ~~2023~~2024 were 67.4% and 66.4% respectively, compared to 68.7% and 67.6% ~~respectively, compared to 69.4% and 68.0%~~ for the same prior year periods. Under purchase accounting, inventory is valued at fair value less expected selling and marketing costs, resulting in reduced margins in future periods as the inventory is sold. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock compensation expense, ~~amortization of intangibles,~~restructuring and restructuring-related expenses, impact of partially-owned consolidated subsidiaries, and the impact of a business held-for-sale, adjusted gross margins for the quarter and nine months ended March 31, ~~2023~~2024 were ~~72.6%~~71.9% and ~~71.8%~~71.0%, respectively compared to ~~73.2%~~72.6% and ~~72.3%~~71.8% for the quarter and nine months ended March 31, ~~2022,~~2023, respectively. Both consolidated gross margins and non-GAAP adjusted gross margins for the quarter and nine months ended March 31, ~~2023~~2024 were impacted by ~~changes in foreign currency exchange rates compared to~~unfavorable volume and the ~~same prior year periods.~~acquisition of Lunaphore.

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A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization, stock compensation expense, restructuring and restructuring-related charges, the impact of partially-owned consolidated subsidiaries, and the impact of a business held-for-sale included in cost of sales, is as follows:

Quarter Ended

Nine Months Ended

March 31,

March 31,


2023

2022


2023

2022


Consolidated gross margin percentage

68.7
%
69.4
%

67.6
%
68.0
%
Identified adjustments:









Costs recognized upon sale of acquired inventory

—
%
0.0
%

0.0
%
0.2
%
Amortization of intangibles

3.8
%
3.5
%

4.1
%
3.7
%
Stock compensation expense - COGS

0.1
%
0.1
%

0.1
%
0.1
%
Impact of partially-owned consolidated subsidiaries⁽¹⁾

—
%
0.2
%

0.0
%
0.3
%
Non-GAAP adjusted gross margin percentage

72.6
%
73.2
%

71.8
%
72.3
%


	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023

Consolidated gross margin percentage	67.4	%	68.7	%	66.4	%	67.6	%
Identified adjustments:
Costs recognized upon sale of acquired inventory	0.1	%	—	%	0.1	%	0.0	%
Amortization of intangibles	3.8	%	3.8	%	4.1	%	4.1	%
Stock compensation expense	0.0	%	0.1	%	0.1	%	0.1	%
Restructuring and restructuring-related expense	0.2	%	—	%	0.2	%	—	%
Impact of partially-owned consolidated subsidiaries⁽¹⁾	—	%	—	%	—	%	0.0	%
Impact of business held-for-sale⁽²⁾	0.4	%	—	%	0.1	%	—	%
Non-GAAP adjusted gross margin percentage	71.9	%	72.6	%	71.0	%	71.8	%

⁽¹⁾Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.

⁽²⁾Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased ~~11%~~13% to ~~$99.2~~$111.8 million and increased 6%14% to ~~$291.6~~$332.8 million for the quarter and nine months ended March 31, ~~2023,~~2024, respectively, from the same prior year periods. The increase in expense for the quarter and nine months ended March 31, ~~2023~~2024 was primarily due to the ~~Namocell~~Lunaphore acquisition, ~~higher inflation,~~CEO transition costs, and ~~timing of strategic growth investments.~~restructuring-related charges. The ~~increase in expense for the~~ nine months ended March 31, ~~2023~~2024 was ~~primarily due to the Namocell acquisition higher inflation, and timing~~also impacted by an impairment of ~~strategic growth investments, which was partially offset by the non-recurring Eminence impairment in the comparable prior year period as described in Note 1.~~assets held-for-sale.

Research and Development Expenses

Research and development expenses increased 4%13% to ~~$22.7~~$25.8 million and increased 8%5% to ~~$69.1~~$72.7 million for the quarter and nine months ended March 31, ~~2023,~~2024, respectively, from the same prior year periods. The increase in expense was due to the ~~Namocell~~ acquisition ~~higher inflation,~~of Lunaphore and ~~the~~ timing of strategic growth investments.

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Segment Results

Protein Sciences


	Quarter Ended						Nine Months Ended						Quarter Ended						Nine Months Ended
	March 31,						March 31,						March 31,						March 31,
	2023			2022			2023			2022			2024			2023			2024			2023
Net sales (in thousands)	$	218,903		$	213,176		$	622,739		$	615,332		$	214,589		$	218,903		$	616,914		$	622,739
Operating margin percentage		45.1	%		45.4	%		44.1	%		45.5	%		44.2	%		45.1	%		42.6	%		44.1	%

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Protein Sciences’ net sales for the quarter and nine months ended March 31, ~~2023~~2024 were ~~$218.9~~$214.6 million and ~~$622.7~~$616.9 million, respectively, with results ~~increasing 3%~~decreasing 2% and 1%, respectively, compared to the same respective prior year periods. As of December 31, 2023, a business within the Protein Sciences Segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s third quarter fiscal operating results. The exclusion of current period sales related to this business held-for-sale reduced sales by 1%. Organic ~~growth~~revenue for the segment ~~was 5%~~declined 1% and foreign currency exchange did not have a material impact for the quarter ended March 31, ~~2023, with foreign currency exchange having an unfavorable impact of 2% and acquisitions having an immaterial impact.~~2024. Organic growth for the segment ~~was 3%~~declined 1% for the nine months ended March 31, ~~2023, with~~2024. The held-for-sale business and foreign currency exchange ~~having an unfavorable impact of 2% and acquisitions having an immaterial~~did not have a material impact. Segment ~~growth~~revenue was ~~driven~~impacted by ~~growth~~lower sales from customers in ~~consumable revenue to BioPharma customers within the Americas~~China and Europe.

The operating margin was ~~45.1%~~44.2% and ~~44.1%~~42.6% for the quarter and nine months ended March 31, ~~2023,~~2024, respectively, compared to ~~45.4%~~45.1% and ~~45.5%~~44.1% in both comparative prior year periods. The segment’s operating margin ~~compared to the prior year~~ was ~~negatively~~ impacted by unfavorable ~~foreign currency exchange, higher inflation,~~volume leverage and ~~the Namocell acquisition.~~product mix.

Diagnostics and Genomics


	Quarter Ended						Nine Months Ended						Quarter Ended						Nine Months Ended
	March 31,						March 31,						March 31,						March 31,
	2023			2022			2023			2022			2024			2023			2024			2023
Net sales (in thousands)	$	75,669		$	77,679		$	213,577		$	203,191		$	87,511		$	75,669		$	235,715		$	213,577
Operating margin percentage		15.2	%		25.0	%		13.3	%		18.6	%		9.3	%		15.2	%		5.6	%		13.3	%

Diagnostics and Genomics' net sales for the quarter and nine months ended March 31, ~~2023~~2024 were ~~$75.7~~$87.5 million and ~~$213.6~~$235.7 million, respectively, with ~~reduced~~increased net sales of 3%16% and ~~reported growth of 5%~~10% compared to the same respective prior year periods. Organic ~~revenue~~growth for the segment for the quarter ended March 31, ~~2023 reduced by 2%~~2024 was 10% from the prior year, with acquisitions contributing 6% and foreign currency exchange not having ~~an unfavorable impact of 1%. Segment results were driven by~~ a non-recurring milestone payment for ExoTru in the comparative period, which was partially offset by an increase in service revenue related to our ExoDx Prostate test and consumable revenue from our Spatial Biology platform.

material impact. Organic growth for the nine months ended March 31, ~~2023~~2024 was 7%5% compared to the prior year, with acquisitions contributing 5% and foreign currency exchange not having ~~an unfavorable impact of 2%.~~a material impact. Segment results were driven by ~~growth in~~Spatial Biology and Molecular Diagnostics products, as well as the ~~spatial biology consumables and service revenue related to our ExoDx Prostate test, which were partially offset by a non-recurring milestone payment for ExoTru in the comparative period.~~Lunaphore acquisition.

The operating margin for the segment was ~~15.2%~~9.3% and ~~13.3%~~5.6% for the quarter and nine months ended March 31, ~~2023,~~2024, respectively, compared to ~~25.0%~~15.2% and ~~18.6%~~13.3% in both comparative prior year periods. The segment’s operating margin was ~~negatively~~unfavorably impacted bydue to the ~~non-recurring payment for ExoTru in the comparable period, higher inflation, and additional investments made in the business to support future growth.~~acquisition of Lunaphore.

Income Taxes

Income taxes were at an effective rate of ~~12.4%~~19.7% and ~~16.1%~~11.5% of consolidated earnings for the quarter and nine month period ended March 31, ~~2023,~~2024, respectively, compared to ~~12.5%~~12.4% and ~~9.5%~~16.1% for the same respective prior year periods. The change in the Company’s tax rate for the quarter and nine months ended March 31, ~~2023~~2024 was driven by the composition and amount of net income across periods and the impact of discrete tax benefits of ~~$5.7~~$1.8 million and ~~$8.9~~$16.6 million, respectively, compared to prior year discrete tax benefits of ~~$6.3~~$5.7 million and ~~$31.6~~$8.9 million as further discussed in Note 12.

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The forecasted tax rate as of the third fiscal quarter of ~~2023~~2024 before discrete items is ~~20.6%~~23.0% compared to the prior year forecasted tax rate before discrete items of ~~23.8%~~20.6%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal ~~2023~~2024 to range from ~~20%~~23% to ~~24%~~27%.

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Net Earnings

Non-GAAP adjusted consolidated net earnings are as follows (in thousands):

Quarter Ended

Nine Months Ended

March 31,

March 31,

2023

2022

2023

2022

Net earnings before taxes - GAAP

$
80,196

$
68,772

$
250,343

$
222,334

Identified adjustments attributable to Bio-Techne:









Costs recognized upon sale of acquired inventory

—

—

400

1,596

Amortization of intangibles

19,286

18,173

57,694

54,942

Acquisition related expenses and other

(1,187)

(3,616)

(8,670)

(19,046)

Eminence impairment

—

—

—

18,715

Gain on sale of partially-owned consolidated subsidiaries

—

—

(11,682)

—

Stock based compensation, inclusive of employer taxes

10,543

9,056

42,879

37,731

Restructuring costs

—

(291)

2,950

1,638

Investment (gain) loss and other non-operating

(314)

18,100

(38,328)

(16,530)

Impact of partially-owned subsidiaries⁽¹⁾

—

1,028

(420)

3,595

Net Earnings before taxes - Adjusted

$
108,524

$
111,222

$
295,166

$
304,975

Non-GAAP tax rate

21.0
%

21.2
%

21.0
%

21.2
%
Non-GAAP tax expense

$
22,790

$
23,656

$
61,985

$
64,732

Non-GAAP adjusted net earnings attributable to Bio-Techne⁽¹⁾

$
85,734

$
87,566

$
233,181

$
240,243

Earnings per share - diluted - Adjusted⁽²⁾

$
0.53

$
0.53

$
1.44

$
1.46


	Quarter Ended						Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023

Net earnings before taxes - GAAP	$	61,084		$	80,196		$	144,028		$	250,343
Identified adjustments attributable to Bio-Techne:
Costs recognized upon sale of acquired inventory		186			—			550			400
Amortization of intangibles		19,287			19,286			58,908			57,694
Amortization of Wilson Wolf intangible assets and acquired inventory		4,208			—			12,623			—
Acquisition related expenses and other		3,432			(1,187)			2,609			(8,670)
Gain on sale of partially-owned consolidated subsidiaries		—			—			—			(11,682)
Stock based compensation, inclusive of employer taxes		8,358			10,543			32,810			42,879
Restructuring and restructuring-related costs		1,550			—			7,157			2,950
Investment (gain) loss and other non-operating		—			(314)			(283)			(38,328)
Impairment of assets held-for-sale		—			—			6,038			—
Impact of partially-owned subsidiaries⁽¹⁾		—			—			—			(420)
Impact of business held-for-sale⁽²⁾		(78)			—			(78)			—
Net earnings before taxes - Adjusted	$	98,027		$	108,524		$	264,362		$	295,166

Non-GAAP tax rate		22.0	%		21.0	%		22.0	%		21.0	%
Non-GAAP tax expense	$	21,602		$	22,790		$	58,181		$	61,985
Non-GAAP adjusted net earnings attributable to Bio-Techne⁽¹⁾	$	76,425		$	85,734		$	206,181		$	233,181
Earnings per share - diluted - Adjusted	$	0.48		$	0.53		$	1.28		$	1.44

⁽¹⁾Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party.

⁽²⁾All references made to share or per share amounts in this Management’s Discussion and Analysis of Financial Condition and Results of Operations have been retroactively adjusted to reflect the effects of the stock split. See Note 1 of the Notes to Consolidated Financial Statements included in Item 1 of this Quarterly Report on Form 10-Q for additional information.

Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a ~~period to period~~period-to-period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified

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non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective non-GAAP adjusted tax rate for the quarter and nine months ended March 31, ~~2023~~2024 and March 31, ~~2022.~~2023.


	Quarter Ended				Nine Months Ended				Quarter Ended				Nine Months Ended
	March 31,				March 31,				March 31,				March 31,
	2023		2022		2023		2022		2024		2023		2024		2023

GAAP effective tax rate	12.4	%	12.5	%	16.1	%	9.5	%	19.7	%	12.4	%	11.5	%	16.1	%
Discrete items	7.1		9.1		3.5		14.3		2.9		7.1		11.5		3.5
Impact of non-taxable net gain	—		—		1.0		—		—		—		—		1.0
Annual forecast update	1.1		2.2		—		—		0.4		1.1		—		—
Long-term GAAP tax rate	20.6	%	23.8	%	20.6	%	23.8	%	23.0	%	20.6	%	23.0	%	20.6	%

Rate impact items
Stock based compensation	(1.5)		(1.7)		(2.0)		(1.8)		(2.0)		(1.5)		(2.2)		(2.0)
Other	1.9		(0.9)		2.4		(0.8)		1.0		1.9		1.2		2.4
Total rate impact items	0.4	%	(2.6)	%	0.4	%	(2.6)	%	(1.0)	%	0.4	%	(1.0)	%	0.4	%
Non-GAAP adjusted tax rate	21.0	%	21.2	%	21.0	%	21.2	%	22.0	%	21.0	%	22.0	%	21.0	%

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The difference between the reported GAAP tax rate and non-GAAP tax rate applied to the identified non-GAAP adjustments for the quarter ended March 31, ~~2023~~2024 is primarily a result of discrete tax items, including the tax benefit of stock option exercises.

LIQUIDITY AND CAPITAL RESOURCES

Cash and cash equivalents and available-for-sale investments were ~~$157.2~~$145.3 million as of March 31, ~~2023,~~2024, compared to ~~$247.0~~$204.3 million as of June 30, ~~2022.~~2023. Included in the available-for-sale-investments as March 31, 2024 is $5.4 million of short-term certificates of deposit. Included in the available-for-sale investments as of June 30, 2023 was the fair value of the Company’s investment in exchange traded investment grade bond funds ~~which was $23.9 million as~~ of ~~March 31, 2023 and $23.9 million as of June 30, 2022.~~$23.7 million. During the first fiscal quarter of 2024, the Company sold its ~~remaining shares of its~~ investment in ~~CCXI. As of June 30, 2022, the fair value of the Company’s~~exchange traded investment ~~in CCXI was $36.0 million.~~grade bond funds.

The Company has a line-of-credit governed by a Credit Agreement dated August 31, 2022 that will mature on August 1, 2027. This Credit Agreement amended and restated the Company’s previous credit agreement that was entered into on August 1, 2018 and would have matured on August 1, 2023. As of March 31, 2024, there is $611 million available on the line-of-credit. See Note 6 to the Condensed Consolidated Financial Statements for a description of the Credit ~~Agreement.~~ AgreementThe Company has remaining potential contingent consideration payments of up to $100 million related to the Asuragen and Namocell acquisitions as of March 31, 2023. The fair value of the remaining payments is $5.3 million as of March 31, 2023..

During fiscal year 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During the third fiscal quarter of 2023, Wilson Wolf met the required threshold for the first part of the forward contract. A payment of $232 million was made during the third fiscal quarter of 2023. The Company is currently forecasting the second option payment of approximately $1 billion plus potential contingent consideration to occur between fiscal 2026 and fiscal 2028.

Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available cash, cash generated from operations, and remaining credit available on its existing revolving line of credit.

Cash Flows From Operating Activities

The Company generated cash of ~~$171.0~~$223.5 million from operating activities in the nine months ended March 31, ~~2023~~2024 compared to ~~$222.6~~$171.0 million in the nine months ended March 31, ~~2022.~~2023. The ~~decrease~~increase from the prior year was primarily due to ~~a reduction of operating income from the prior year combined with unfavorable~~favorable timing of payments on certain operating ~~liabilities~~assets and ~~increases in certain operating assets resulting from the additional steps taken to strengthen our supply chain as discussed within our Business Strategy Update section.~~liabilities.

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Cash Flows From Investing Activities

We continue to make investments in our business, including capital expenditures.

Capital expenditures for fixed assets for the nine months ended March 31, ~~2023~~2024 and March 31, ~~2022~~2023 were ~~$27.4~~$44.9 million and ~~$31.3~~$27.4 million, respectively. Capital expenditures for the remainder of fiscal ~~2023~~2024 are expected to be approximately ~~$14~~$16 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal ~~2023~~2024 are related to increasing capacity to meet expected sales growth across the Company.

During the ~~nine months ended March 31, 2023,~~first fiscal quarter of 2024, the Company acquired Lunaphore Technologies SA for $169.7 million, compared to the acquisition of Namocell, Inc for $101.2 million, net of cash ~~acquired. There were no acquisitions~~acquired, in the comparative prior year period.

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During the ~~first fiscal quarter of~~nine months ended March 31, 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no ~~sales of businesses~~comparable transactions in the ~~comparative prior year period.~~nine months ended March 31, 2024.

During the first fiscal quarter of 2024, the Company sold its exchange traded investment grade bond funds for $23.8 million.In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. ~~There were no comparable activities in~~The Company also sold certificates of deposit for $29.2 million during the ~~comparative prior year period.~~nine months ended March 31, 2023.

During the nine months ended March 31, ~~2022,~~2024 and March 31, 2023, purchase of available-for-sale investments was $5.5 million and $20.5 million, respectively.

During the first fiscal quarter of 2024, the Company ~~paid $25~~received a $2.1 million ~~to enter into a two-part forward contract which requires the Company to purchase the full equity interest in~~tax distribution from Wilson Wolf, ~~if certain annual revenue or EBITDA thresholds are met. Wilson Wolf achieved~~its equity method investee. In the ~~first threshold during~~comparative prior period, the ~~third quarter of fiscal 2023. The~~ Company made its first option payment of $232 million ~~during the nine months ended March 31, 2023. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted~~ to ~~occur between fiscal 2026 and fiscal 2028. There were no comparable activities~~purchase 19.9% ownership in ~~the comparative prior year period.~~Wilson Wolf.

Cash Flows From Financing Activities

During the nine months ended March 31, ~~2023~~2024 and March 31, ~~2022,~~2023, the Company paid cash dividends of ~~$37.7~~$37.8 million and ~~$37.6~~$37.7 million, respectively, to all common shareholders. On May ~~3, 2023,~~1, 2024, the Company announced the payment of aan $0.08 per share cash dividend, or approximately $12.6 million, will be payable May ~~26, 2023,~~24, 2024, to all common shareholders of record on May ~~15, 2023.~~13, 2024.

Cash of ~~$21.4~~$38.0 million and ~~$68.4~~$21.4 million was received during the nine months ended March 31, ~~2023~~2024 and March 31, ~~2022,~~2023, respectively, from the exercise of stock options.

During the nine months ended March 31, ~~2023~~2024 and March 31, ~~2022,~~ 2023, the Company made ~~payments~~repayments of ~~$505.7~~$186.0 million and ~~$172.4~~$505.7 million, respectively, on its long-term debt balance. The Company drew $225.0 million and $619.7 million under its revolving line-of-credit facility during the nine months ended March 31, 2024 and March 31, 2023, respectively.

There were $80.0 million of share repurchases during the nine months ended March 31, 2024 included as a cash outflow within financing activities. During the nine months ended March 31, 2023, the Company repurchased $19.6 million in share repurchases included as a cash outflow within financing activities.

During the nine months ended March 31, ~~2023,~~2024 and March 31, ~~2022, the Company borrowed $619.7 million and $90.0 million, respectively, of its line-of-credit facility.~~

~~During the nine months ended March 31,~~ 2023, ~~and March 31, 2022, the Company repurchased $19.6 million and $102.1 million of common stock, respectively.~~

~~During the nine months ended March 31, 2023 and March 31, 2022,~~ the Company paid ~~$28.9~~$21.5 million and ~~$23.4~~$28.9 million related to taxes on restricted stock units and stock options exercised through net share settlements classified as financing activities.

The ~~increase~~decrease in other financing activity during the nine months ended March 31, ~~2023~~2024 compared to the nine months ended March 31, ~~2022~~2023 is primarily related to fees for the amended Credit Agreement that occurred in the first quarter of fiscal ~~quarter.~~2023. There were no such payments during the nine months ended March 31, 2024.

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CRITICAL ACCOUNTING POLICIES

The Company's significant accounting policies are discussed in the Company's Annual Report on Form 10-K for fiscal ~~2022~~2023 and are incorporated herein by reference. The application of certain of these policies requires judgments and estimates that can affect the results of operations and financial position of the Company. Judgments and estimates are used for, but not limited to, valuation of available-for-sale investments, inventory valuation and allowances, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in the quarter or nine months ended March 31, ~~2023~~2024 that would require disclosure nor have there been any changes to the Company's policies.

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NON-GAAP FINANCIAL MEASURES

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Item 2, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:

●Organic ~~growth~~revenue

●Adjusted gross margin

●Adjusted operating margin

●Adjusted net earnings and diluted earnings per share

●Adjusted effective tax rate

We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.

Our non-GAAP financial measure of organic ~~growth~~revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated subsidiaries. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenues from businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods. Revenues from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully attributable to the Company. There was no revenue from partially-owned consolidated subsidiaries for the quarter ended March 31, ~~2023~~2024 due to the sale of Changzhou Eminence Biotechnology Co., Ltd. (Eminence) in the first quarter of fiscal 2023. Revenue from partially-owned consolidated subsidiaries was $2.0 million for the nine months ended March 31, 2023.

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Our non-GAAP financial measures for adjusted gross margin, adjusted operating margin, and adjusted net earnings, in total and on a per share basis, exclude stock-based compensation, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, ~~acquisition related expenses inclusive of the changes in fair value of contingent consideration,~~restructuring and restructuring-related costs, and other non-recurring items including non-recurring costs, goodwill and long-lived asset impairments, and gains. Stock-based compensation is excluded from non-GAAP adjusted net earnings because of the nature of this charge, specifically the varying available valuation methodologies, subjection assumptions, variety of award types, and unpredictability of amount and timing of employer related tax obligations. The Company excludes amortization of purchased intangible assets, purchase accounting adjustments, including costs recognized upon the sale of acquired inventory and acquisition-related expenses inclusive of the changes in fair value contingent consideration, and other non-recurring items including gains or losses on legal settlements, goodwill and long-lived asset impairment charges, and one-time assessments from this measure because they occur as a result of specific events, and are not reflective of our internal investments, the costs of developing, producing, supporting and selling our products, and the other ongoing costs to support our operating structure. Costs related to restructuring and restructuring-related activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. Additionally, these amounts can vary significantly from period to period based on current activity. The Company also excludes revenue and expense attributable to partially-owned consolidated subsidiaries as well as revenue and expense attributable to businesses held-for-sale in the calculation of our non-GAAP financial ~~measures as the revenues and expenses are not fully attributable to the Company.~~measures.

The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes ~~stock-based compensation expense, which is~~acquisition related expenses inclusive of the ~~employer portion~~changes in fair value of ~~payroll taxes on those stock awards, restructuring, impairments of equity method investments,~~contingent consideration, gain and losses from investments, ~~and certain adjustments to income tax expense. Impairments of equity investments are excluded~~ as they are not part of our day-to-day operating ~~decisions.~~decisions (excluding our equity method investment in Wilson Wolf as it is certain to be acquired in the future), certain adjustments to income tax expense, and other non-recurring items including certain costs related to the transition to a new CEO. Additionally, gains and losses from ~~other~~ investments that are either isolated or cannot be expected to occur again with any predictability are excluded. ~~Costs related to restructuring activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs.~~ The Company independently calculates a non-GAAP adjusted tax rate to be applied to the identified non-GAAP adjustments considering the impact of discrete items on these adjustments and the jurisdictional mix of the adjustments. In addition, the tax impact of other discrete and non-recurring charges which impact our

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reported GAAP tax rate are adjusted from net earnings. We believe these tax items can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results.

The Company periodically reassesses the components of our non-GAAP adjustments for changes in how we evaluate our performance, changes in how we make financial and operational decisions, and considers the use of these measures by our competitors and peers to ensure the adjustments are still relevant and meaningful.

Readers are encouraged to review the reconciliations of the adjusted financial measures used in management's discussion and analysis of the financial condition of the Company to their most directly comparable GAAP financial measures provided within the Company's consolidated financial statements.

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FORWARD LOOKING INFORMATION AND CAUTIONARY STATEMENTS

This quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those regarding the Company's expectations as to the effect of changes to accounting policies, the amount of capital expenditures for the remainder of the fiscal year, the source of funding for capital expenditure requirements, the sufficiency of currently available funds for meeting the Company's needs, the impact of fluctuations in foreign currency exchange rates, and expectations regarding gross margin fluctuations, increasing research and development expenses, increasing selling, general and administrative expenses and income tax rates. These statements involve risks and uncertainties that may affect the actual results of operations. The following important factors, among others, have affected and, in the future, could affect the Company's actual results: integration of newly acquired businesses, the introduction and acceptance of new products, general national and international economic, political, regulatory, and other conditions, increased competition, the reliance on internal manufacturing and related operations, supply chain challenges, the impact of currency exchange rate fluctuations, the recruitment and retention of qualified personnel, the impact of governmental regulation, maintenance of intellectual property rights, credit risk and fluctuation in the market value of the Company's investment portfolio, and unseen delays and expenses related to facility construction and improvements. For additional information concerning such factors, see the Company's Annual Report on Form 10-K for fiscal ~~2022~~2023 as filed with the Securities and Exchange Commission and Part II. Item 1A below.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2023, the Company held exchange traded investment grade bond funds, which are included in short-term available-for-sale investments at their fair value of $23.9 million. As of March 31, 2023, the potential loss in fair value due to a 10% decrease in the market value of the exchange traded investment grade bond funds is $2.4 million.

The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. For the quarter ended March 31, ~~2023,~~2024, approximately ~~36%~~32% of consolidated net sales were made in foreign currencies, including ~~12%~~14% in euros, 5%4% in British pound sterling, 7%6% in Chinese yuan, 3% in Canadian dollars, and the remaining 9%5% in other currencies. The Company is exposed to market risk mainly from foreign exchange rate fluctuations of the euro, British pound sterling, the Chinese yuan, and the Canadian dollar, as compared to the U.S. dollar as the financial position and operating results of the Company's foreign operations are translated into U.S. dollars for consolidation.

Month-end average exchange rates between the British pound sterling, euro, Chinese yuan, ~~and~~ Canadian dollar, and Swiss franc which have not been weighted for actual sales volume in the applicable months in the periods, to the U.S. dollar were as follows:


	Quarter Ended				Nine Months Ended				Quarter Ended				Nine Months Ended
	March 31,				March 31,				March 31,				March 31,
	2023		2022		2023		2022		2024		2023		2024		2023
Euro	$	1.08	$	1.12	$	1.04	$	1.15	$	1.08	$	1.08	$	1.08	$	1.04
British pound sterling		1.23		1.34		1.19		1.36		1.27		1.23		1.26		1.19
Chinese yuan		0.15		0.16		0.14		0.16		0.14		0.15		0.14		0.14
Canadian dollar		0.74		0.79		0.75		0.79		0.74		0.74		0.74		0.75
Swiss franc										1.14		1.08		1.14		1.05

The Company's exposure to foreign exchange rate fluctuations also arises from trade receivables, trade payables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency. The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from March 31, ~~2023~~2024 levels against the euro, British pound sterling, Chinese yuan and Canadian dollar are as follows (in thousands):


Decrease in translation of earnings of foreign subsidiaries (annualized)	$	5,156	$	3,894
Decrease in translation of net assets of foreign subsidiaries		71,344		60,565
Additional transaction losses		4,086		4,527

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ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). The Company's management has evaluated, with the participation of its Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered in this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, ~~2023,~~2024, our disclosure controls and procedures were effective.

(b) Changes in internal controls over financial reporting.

There were no changes in the Company's internal control over financial reporting during the third quarter of fiscal ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of May ~~8, 2023,~~6, 2024, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's business, results of operations, financial condition or cash flows.

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ITEM 1A. RISK FACTORS

During the quarter and nine months ended March 31, ~~2023,~~2024, there have been no material changes from the risk factors found in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended June 30, ~~2022.~~2023.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company’s repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorizes the Company to purchase up to $400 million in stock. The ~~Company repurchased 222,000 shares, which is adjusted to reflect the effects~~table below sets forth certain information regarding our purchases of ~~the four-for-one~~common stock ~~split, for $19.6 million~~ in open market transactions during fiscal ~~2023 under the share repurchase plan. As of March 31, 2023, the Company had $260.8 million available to repurchase under our existing plan.~~year 2024.


Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2023	—	$	—	—	$	260,780,968
August 1 - August 31, 2023	—		—	—		260,780,968
September 1 - September 30, 2023	—		—	—		260,780,968
July 1 - September 30, 2023	—		—	—
October 1 - 31, 2023	—		—	—		260,780,968
November 1 - 30, 2023	1,397,471		57.28	1,397,471		180,739,094
December 1 - 31, 2023	—		—	—		180,739,094
October 1 - December 31, 2023	1,397,471		57.28	1,397,471
January 1 - 31, 2024	—		—	—		180,739,094
February 1 - 29, 2024	—		—	—		180,739,094
March 1 - 31, 2024	—		—	—		180,739,094
January 1 - March 31, 2024	—		—	—
July 1, 2023 - March 31, 2024	1,397,471		57.28	1,397,471

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~None.~~During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

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ITEM 6. EXHIBITS

EXHIBIT INDEX

FORM 10-Q

BIO-TECHNE CORPORATION


Exhibit Number		Description

3.1		Amended and Restated Articles of Incorporation of the Company--incorporated by reference to Exhibit 3.1 of the Company's 8-K dated November 1, 2022*

3.2		Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated April 27, 2022*

4.1		Description of Capital Stock -- incorporated by reference to Exhibit 4.1 of the Company's Form 10-K dated August 24, 202223, 2023

10.1**		Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company's Form 10-K for the year ended June 30, 2013*

10.2**		Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 26, 2017*

10.3**		Form of Time Vesting Restricted Stock Award Agreement - incorporated by reference to Exhibit 10.3 of the Company's Form 10-K dated August 25, 2021*

10.4**		Form of Performance Vesting Restricted Stock Award Agreement - incorporated by reference to Exhibit 10.4 of the Company's Form 10-K dated August 25, 2021*

10.5**		Form of Time Vesting Restricted Stock Unit Award Agreement - incorporated by reference to Exhibit 10.5 of the Company's Form 10-K dated August 25, 2021*

10.6**		Form of Performance Vesting Restricted Stock Unit Award Agreement - incorporated by reference to Exhibit 10.6 of the Company's Form 10-K dated August 25, 2021*

10.7**		Form of the Time Vesting Performance Unit Award Agreement - incorporated by reference to Exhibit 10.7 of the Company's Form 10-K dated August 25, 2021*

10.8**		Form of Performance Vesting Performance Unit Award Agreement - incorporated by reference to Exhibit 10.8 of the Company's Form 10-K dated August 25, 2021*

10.9**		Form of Time Vesting Incentive Stock Option Agreement - incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021*

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10.10**		Form of Performance Vesting Incentive Stock Option Agreement - incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021*

Exhibit Number		Description

10.11**		Form of Employee Non-Qualified Stock Option Agreement - incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021*

10.12**		Form of Director Non-Qualified Stock Option Agreement for Second Amendment and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.2 of the Company's Form 8-K dated October 26, 2017*

10.13**		Employment Agreement by and between the Company and Charles Kummeth - incorporated by reference to Exhibit 10.11 of the Company's ~~Form-K~~Form 10-K dated September 7, 2017*

10.14**		Form of Employment Agreement by and between the Company and Executive Officers of the Company other than the CEO --incorporated by reference to Exhibit 10.12 of the Company's Form 10-K dated September 7, 2017*

10.15**		Form of Amendment No. 1 to Executive Employment Agreement – incorporated by reference to Exhibit 10.15 of the Company’s Form 10-Q dated May 11, 2020*

10.16		Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August 31, 2022--incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated September 7, 2022*

10.17**		Form of Indemnification Agreement entered into with each director and executive officer of the Company - incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated February 8, 2018*

10.18**		Bio-Techne 2020 Equity Incentive Plan – incorporated by reference to Exhibit 10.1 of the Company’s Form 8-k dated November 3, 2020*

10.20		Form of Director Non-Qualified Stock Option Agreement – incorporated by reference to Exhibit 10.2 of the Company’s Form 8-k dated November 3, 2020*
~~��~~
10.3010.21*		Form of Employee Non-Qualified Stock Option Agreement (Global) – incorporated by reference to Exhibit 10.3 of the Company’s Form 8-k dated November 3, 2020*

10.4010.22*		Form of Performance Vesting Cash Unit Agreement– incorporated by reference to Exhibit 10.4 of the Company’s Form 8-k dated November 3, 2020*

10.5010.23*		Form of Performance Vesting Incentive Stock Option Agreement– incorporated by reference to Exhibit 10.5 of the Company’s Form 8-k dated November 3, 2020*

10.6010.24*		Form of Performance Vesting Restricted Stock Agreement– incorporated by reference to Exhibit 10.6 of the Company’s Form 8-k dated November 3, 2020*

10.7010.25*		Form of Performance Vesting Restricted Stock Unit Agreement– incorporated by reference to Exhibit 10.7 of the Company’s Form 8-k dated November 3, 2020*

10.8010.26*		Form of Time Vesting Incentive Stock Option Agreement– incorporated by reference to Exhibit 10.8 of the Company’s Form 8-k dated November 3, 2020*

10.9010.27*		Form of Time Vesting Cash Unit Agreement– incorporated by reference to Exhibit 10.9 of the Company’s Form 8-k dated November 3, 2020*

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20*
Exhibit Number		Description

10.28**		Form of Time Vesting Restricted Stock Agreement– incorporated by reference to Exhibit 10.10 of the Company’s Form 8-k dated November 3, 2020*

20.110.29*		Form of Time Vesting Restricted Stock Unit ~~Agreement–~~Agreement (Global) – incorporated by reference to Exhibit 10.11 of the Company’s Form 8-k dated November 3, 2020*
10.30**		Employment Agreement by and between the Company and Kim Kelderman – incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 19, 2023*
21		Subsidiaries of the Company -– incorporated by reference to Exhibit 21 of the ~~Company's~~Company’s Form 10-K dated August 24, 202223, 2023

31.1		Certificate of Chief Executive Officer pursuant to ~~section~~Section 302 of the ~~Sarbanes Oxley~~Sarbanes-Oxley Act of 2002

31.2		Certificate of Chief Financial Officer pursuant to ~~section~~Section 302 of the ~~Sarbanes Oxley~~Sarbanes-Oxley Act of 2002

32.1		Certification of Chief Executive Officer pursuant to ~~section~~Section 906 of the ~~Sarbanes Oxley~~Sarbanes-Oxley Act of 2002

32.2		Certification of Chief Financial Officer pursuant to ~~section~~Section 906 of the ~~Sarbanes Oxley~~Sarbanes-Oxley Act of 2002

101		The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter and nine months ended March 31, ~~2023,~~2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements.

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference; SEC File No. 000-17272

** Management contract or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		BIO-TECHNE CORPORATION
		(Company)

Date:May ~~8, 2023~~6, 2024		/s/ ~~Charles R. Kummeth~~Kim Kelderman
		~~Charles R. Kummeth~~Kim Kelderman
		~~Principal~~President and Chief Executive Officer

Date: May ~~8, 2023~~6, 2024		/s/ James Hippel
		James Hippel
		~~Principal~~Executive Vice President, Chief Financial Officer

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		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2427

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	3336

Item 4.	Controls and Procedures	3337

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	3337

Item 1A.	Risk Factors	3437

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3438

Item 3.	Defaults Upon Senior Securities	3438

Item 4.	Mine Safety Disclosures	3438

Item 5.	Other Information	3438

Item 6.	Exhibits	3539

	SIGNATURES	3842


Remainder 2023	$	19,190
2024		75,232
2025		71,958
2026		67,986
2027		57,824
Thereafter		238,367
Total	$	530,557