Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Sep. 30, 2022 | Nov. 02, 2022 | |
Cover | ||
Entity Central Index Key | 0000842023 | |
Entity Registrant Name | BIO-TECHNE Corp | |
Amendment Flag | false | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
Document Transition Report | false | |
Entity File Number | 0-17272 | |
Entity Incorporation, State or Country Code | MN | |
Entity Tax Identification Number | 41-1427402 | |
Entity Address, Address Line One | 614 McKinley Place N.E. | |
Entity Address, City or Town | Minneapolis | |
Entity Address, State or Province | MN | |
Entity Address, Postal Zip Code | 55413 | |
City Area Code | 612 | |
Local Phone Number | 379-8854 | |
Title of 12(b) Security | Common Stock, $0.01 par value | |
Trading Symbol | TECH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 39,242,384 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Condensed Consolidated Statements of Earnings and Comprehensive Income | ||
Net sales | $ 269,655 | $ 257,719 |
Cost of sales | 90,060 | 86,722 |
Gross margin | 179,595 | 170,997 |
Operating expenses: | ||
Selling, general and administrative | 99,375 | 86,175 |
Research and development | 23,903 | 21,600 |
Total operating expenses | 123,278 | 107,775 |
Operating income | 56,317 | 63,222 |
Other income (expense) | 47,399 | 4,161 |
Earnings before income taxes | 103,716 | 67,383 |
Income taxes (benefit) | 13,982 | (1,598) |
Net earnings, including noncontrolling interest | 89,734 | 68,981 |
Net earnings (loss) attributable to noncontrolling interest | 179 | (634) |
Net earnings attributable to Bio-Techne | 89,555 | 69,615 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | (21,457) | (8,646) |
Foreign currency translation reclassified to earnings with Eminence deconsolidation | 119 | |
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8 | 4,695 | 1,682 |
Other comprehensive income (loss) | (16,643) | (6,964) |
Other comprehensive income (loss) attributable to noncontrolling interest | (33) | (39) |
Other comprehensive income (loss) attributable to Bio-Techne | (16,610) | (6,925) |
Comprehensive income attributable to Bio-Techne | $ 72,945 | $ 62,690 |
Earnings per share attributable to Bio-Techne: | ||
Basic | $ 2.28 | $ 1.78 |
Diluted | $ 2.21 | $ 1.69 |
Weighted average common shares outstanding: | ||
Basic | 39,232 | 39,094 |
Diluted | 40,543 | 41,158 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 165,257 | $ 172,567 |
Short-term available-for-sale investments | 37,818 | 74,462 |
Accounts receivable, less allowance for doubtful accounts of $2,496 and $2,568, respectively | 174,174 | 194,548 |
Inventories | 150,009 | 141,123 |
Other current assets | 24,773 | 22,856 |
Total current assets | 552,031 | 605,556 |
Property and equipment, net | 224,098 | 223,242 |
Right of use asset | 69,745 | 65,556 |
Goodwill | 865,418 | 822,101 |
Intangible assets, net | 585,534 | 531,522 |
Other assets | 53,895 | 46,828 |
Total assets | 2,350,721 | 2,294,805 |
Current liabilities: | ||
Trade accounts payable | 30,475 | 33,865 |
Salaries, wages and related accruals | 32,557 | 61,953 |
Accrued expenses | 13,790 | 17,886 |
Contract liabilities | 22,059 | 23,406 |
Income taxes payable | 17,270 | 13,237 |
Operating lease liabilities - current | 12,115 | 11,928 |
Contingent consideration payable | 7,400 | |
Current portion of long-term debt obligations | 12,500 | |
Other current liabilities | 1,963 | 1,243 |
Total current liabilities | 137,629 | 176,018 |
Deferred income taxes | 112,920 | 98,994 |
Long-term debt obligations | 264,661 | 243,410 |
Long-term contingent consideration payable | 8,100 | 5,000 |
Operating lease liabilities | 64,756 | 58,133 |
Other long-term liabilities | 11,501 | 12,239 |
Bio-Techne's Shareholders' equity: | ||
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding | 0 | 0 |
Common stock, par value $.01 per share; authorized 100,000,000; issued and outstanding 39,232,094 and 39,160,000, respectively | 392 | 392 |
Additional paid-in capital | 680,057 | 653,657 |
Retained earnings | 1,162,515 | 1,122,921 |
Accumulated other comprehensive loss | (91,810) | (75,200) |
Total Bio-Techne's shareholders' equity | 1,751,154 | 1,701,770 |
Noncontrolling interest | (759) | |
Total shareholders' equity | 1,751,154 | 1,701,011 |
Total liabilities and shareholders' equity | $ 2,350,721 | $ 2,294,805 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Condensed Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ 2,496 | $ 2,568 |
Undesignated capital stock, no par (in dollars per share) | $ 0 | $ 0 |
Undesignated capital stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Undesignated capital stock, shares issued (in shares) | 0 | 0 |
Undesignated capital stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock, shares issued (in shares) | 39,232,094 | 39,160,000 |
Common stock, shares outstanding (in shares) | 39,232,094 | 39,160,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net earnings, including noncontrolling interest | $ 89,734 | $ 68,981 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 26,641 | 24,734 |
Costs recognized on sale of acquired inventory | 300 | 1,512 |
Deferred income taxes | (4,767) | 5,407 |
Stock-based compensation expense | 14,461 | 11,737 |
Fair value adjustment to contingent consideration payable | (100) | (2,800) |
Contingent consideration payments - operating | (3,300) | |
(Gain) Loss on investment, net | (37,176) | (5,277) |
Fair value adjustment on available for sale investments | (911) | |
Asset impairment restructuring | 0 | 546 |
Gain on sale of Eminence | (11,682) | 0 |
Leases, net | 2,545 | (79) |
Other operating activity | (32) | 497 |
Change in operating assets and operating liabilities, net of acquisition: | ||
Trade accounts and other receivables, net | 17,335 | (3,637) |
Inventories | (10,685) | (2,981) |
Prepaid expenses | (2,760) | (5,852) |
Trade accounts payable, accrued expenses, contract liabilities, and other | (1,401) | (2,303) |
Salaries, wages and related accruals | (28,360) | (18,933) |
Income taxes payable | 2,939 | (19,818) |
Net cash provided by (used in) operating activities | 56,081 | 48,434 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from maturities of available-for-sale investments | 14,509 | 12,450 |
Purchases of available-for-sale investments | (14,500) | (13,500) |
Proceeds from sale of CCXI investment | 73,219 | |
Additions to property and equipment | (9,556) | (6,070) |
Acquisitions, net of cash acquired | (101,184) | |
Proceeds from sale of Eminence | 17,824 | |
Net cash provided by (used in) investing activities | (19,688) | (7,120) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash dividends | (12,545) | (12,493) |
Proceeds from stock option exercises | 11,950 | 37,880 |
Re-purchases of common stock | (19,562) | |
Borrowings under line-of-credit agreement | 449,661 | 10,000 |
Repayments of long-term debt | (441,000) | (51,125) |
Contingent consideration payments - financing | 0 | (700) |
Taxes paid on RSUs and net share settlements | (17,853) | (23,246) |
Other financing activity | (2,457) | |
Net cash provided by (used in) financing activities | (31,806) | (39,684) |
Effect of exchange rate changes on cash and cash equivalents | (11,897) | (4,400) |
Net change in cash and cash equivalents | (7,310) | (2,770) |
Cash and cash equivalents at beginning of period | 172,567 | 199,091 |
Cash and cash equivalents at end of period | 165,257 | 196,321 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 14,892 | 12,070 |
Cash paid for interest | $ 3,409 | $ 3,107 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Basis of Presentation and Summary of Significant Accounting Policies | 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 should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, 2022, included in the Company's Annual Report on Form 10-K for fiscal 2022. 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. The Company follows these policies in preparation of the interim unaudited condensed consolidated financial statements. During the quarter ended September 30, 2022, 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. Partially-owned consolidated subsidiary Investments The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $92 million in annual revenue or $55 million in annual earnings before interest, taxes, depreciation, and amortization (EBITDA) at any point prior to December 31, 2027. Once triggered, the Company is required to make a payment of $231 million in exchange for a 19.9% ownership stake. If Wilson Wolf doesn’t achieve the revenue and EBITDA targets by December 31, 2027, the agreement will expire. Once the first part of the forward contract is 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. 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. The approximate multiple for total expected payments of the second forward contract is 4.4 times the annual revenue of Wilson Wolf. The Company has elected to apply the measurement alternative as detailed under ASC 321-10-35-2 for the Wilson Wolf investment. The Company recorded the $25 million payment as a cost basis investment within Other long-term assets on the Consolidated Balance Sheet. Restructuring actions Fiscal Year 2023 Restructuring Actions: 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 third quarter of fiscal 2023. As a result of the restructuring activities, an estimated pre-tax charge of $2.2 million was recorded within our Protein Sciences segment. The related first quarter of fiscal 2023 restructuring charges were recorded in the income statement as follows (in thousands): Employee Asset severance related and other Total Selling, general and administrative $ 1,328 $ 842 $ 2,170 Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee Asset severance related 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 Fiscal Year 2022 Restructuring Actions: In September 2021, 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 complete 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 year 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 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 $ — — — (1) Recently Adopted Accounting Pronouncements There were no accounting pronouncements adopted in the quarter ended September 30, 2022. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2022. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Revenue Recognition | 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 $0.7 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 September 30, 2022. 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. 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 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 September 30, 2022 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 September 30, 2022 and June 30, 2022 were approximately $24.0 million and $25.5 million, respectively. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the quarter ended September 30, 2022 were approximately $10.6 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. 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: Quarter Ended September 30, 2022 2021 Consumables $ 216,430 $ 205,691 Instruments 26,458 29,869 Services 21,445 16,257 Total product and services revenue, net $ 264,333 $ 251,817 Royalty revenues 5,322 5,902 Total revenues, net $ 269,655 $ 257,719 Revenue by geography is as follows: Quarter Ended September 30, 2022 2021 United States $ 155,431 $ 140,702 EMEA, excluding United Kingdom 46,021 51,543 United Kingdom 11,702 12,478 APAC, excluding Greater China 17,465 17,501 Greater China 31,521 28,433 Rest of World 7,515 7,062 Net Sales $ 269,655 $ 257,719 |
Selected Balance Sheet Data
Selected Balance Sheet Data | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Selected Balance Sheet Data | Note 3. Selected Balance Sheet Data: Inventories: Inventories consist of (in thousands): September 30, June 30, 2022 2022 Raw materials $ 76,724 $ 79,291 Finished goods (1) 78,177 66,943 Inventories, net $ 154,901 $ 146,234 (1) Finished goods inventory of $4,892 and $5,111 included within other long-term assets in the respective September 30, 2022 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): September 30, June 30, 2022 2022 Land $ 8,509 $ 8,572 Buildings and improvements 230,295 229,551 Machinery and equipment 176,746 174,813 Construction in progress 24,490 21,729 Property and equipment, cost 440,040 434,665 Accumulated depreciation and amortization (215,942) (211,423) Property and equipment, net $ 224,098 $ 223,242 Intangible Assets: Intangible assets consist of (in thousands): September 30, June 30, 2022 2022 Developed technology $ 613,655 $ 542,038 Trade names 146,035 146,457 Customer relationships 222,131 225,882 Patents 3,418 3,313 Other intangibles 6,391 6,306 Definite-lived intangible assets 991,630 923,996 Accumulated amortization (428,796) (415,174) Definite-lived intangibles assets, net 562,834 508,822 In process research and development 22,700 22,700 Total intangible assets, net $ 585,534 $ 531,522 Changes to the carrying amount of net intangible assets for the period ended September 30, 2022 consist of (in thousands): Beginning balance $ 531,522 Acquisitions 75,600 Other additions 63 Amortization expense (19,504) Currency translation (2,147) Ending balance $ 585,534 The estimated future amortization expense for intangible assets as of September 30, 2022 is as follows (in thousands): Remainder 2023 $ 57,712 2024 74,475 2025 71,089 2026 67,285 2027 57,177 Thereafter 235,096 Total $ 562,834 Goodwill: Changes to the carrying amount of goodwill for the period ended September 30, 2022 consist of (in thousands): Diagnostics and Protein Sciences Genomics Total June 30, 2022 $ 376,493 $ 445,608 $ 822,101 Acquisitions 51,051 — 51,051 Currency translation (7,582) (152) (7,734) June 30, 2023 $ 419,962 $ 445,456 $ 865,418 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 goodwill impairment assessment for all of its reporting units during the fourth quarter of fiscal 2022. No indicators of impairment were identified as part of our assessment. |
Acquisitions
Acquisitions | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Acquisitions | 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 of comprehensive income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred. Fiscal year 2023 Acquisitions Namocell, Inc. On July 1, 2022, the Company acquired all of the ownership interests 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 revenue thresholds. The Namocell acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity. 805, Business Combinations The allocation of purchase consideration related to Namocell, Inc is considered preliminary with provisional amounts primarily related to goodwill, intangible assets, working capital, certain tax-related, and contingent liability amounts. The Company expects to finalize the allocation of purchase price within the one-year measurement-period following the acquisition. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations as of September 30, 2022 Preliminary allocation at acquisition date and at September 30, 2022 Current assets, net of cash $ 3,248 Equipment and other long-term assets 405 Intangible assets: Developed technologies 73,900 Tradenames 700 Customer relationships 900 Non-competition agreement 100 Goodwill 51,051 Total assets acquired 130,304 Liabilities 546 Deferred income taxes, net 17,974 Net assets acquired $ 111,784 Cash paid, net of cash acquired 101,184 Contingent consideration payable 10,600 Net assets acquired $ 111,784 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 was based on management’s preliminary forecasted cash inflows and outflows and using a relief from royalty 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 method. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in 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 4 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in 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 to be 3 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Fair Value Measurements | 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. 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 carrying value as of Fair Value Measurements Using September 30, Inputs Considered as 2022 Level 1 Level 2 Level 3 Assets Exchange traded securities (1) $ 23,318 $ 23,318 $ — $ — Certificates of deposit (2) 14,500 14,500 — — Derivative instruments - cash flow hedges 16,685 — 16,685 — Total assets $ 54,503 $ 37,818 $ 16,685 $ — Liabilities Contingent consideration $ 15,500 $ — $ — $ 15,500 Total liabilities $ 15,500 $ — $ — $ 15,500 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 11,026 — 11,026 — Total assets $ 85,488 $ 74,462 $ 11,026 $ — Liabilities Contingent consideration $ 5,000 $ — $ — $ 5,000 Derivative instruments - cash flow hedges 476 — 476 — Total liabilities $ 5,476 $ — $ 476 $ 5,000 (1) Included in available-for-sale investments on the balance sheet. 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. The cost basis and fair value of the exchange traded investment grade bond funds as of September 30, 2022 was $25.0 million and $23.3 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. (2) Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year. 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. Fair value measurements of derivative instruments In October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s long-term debt described in Note 6 to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal as of September 30, 2022, which expired in October 2022. During the first fiscal quarter of 2023, the Company entered into an amended and restated credit agreement. The terms of the amended and restated agreement did not impact the effectiveness of the forward starting swaps as the Company continues to carry variable rate debt with a principal greater than the notional amount of the swap. The fair value of the designated derivative instrument is immaterial and is recorded within other short-term assets on the Consolidated Balance Sheet as of September 30, 2022. 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 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 $200 million of notional principal amount. The effective date of the swap is November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $16.7 million and $11.0 million as of September 30, 2022 and June 30, 2022, respectively, which is recorded within other long-term assets on the Consolidated Balance Sheet. Changes in the fair value of the designated hedged instruments are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $0.4 million to interest expense and related tax benefits of $0.1 million during the quarter ended September 30, 2022. Fair value measurements of contingent consideration The Company has $15.5 million in contingent consideration recorded as of September 30, 2022, which is the fair value of contingent consideration related to the Asuragen and Namocell acquisitions. 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. The Asuragen contingent agreement is based on achieving certain revenue thresholds 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 contingent consideration related to Asuragen was $4.5 million and $5.0 million as of September 30, 2022 and June 30, 2022, respectively. The Namocell contingent agreement is based on achieving certain revenue thresholds 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. As of September 30, 2022, the contingent consideration related to Namocell was $11.0 million. As of September 30, 2022 , 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. 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 general and administrative expense. 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 September 30, 2022 Fair value at the beginning of period $ 5,000 Change in fair value of contingent consideration (100) Additions 10,600 Payments — Fair value at the end of period $ 15,500 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 Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the 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 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. |
Debt and Other Financing Arrang
Debt and Other Financing Arrangements | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Debt and Other Financing Arrangements | 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 revolving line-of-credit and term loan (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 10 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 September 30, 2022, the outstanding balance under the Credit Agreement was $264.7 million. |
Leases
Leases | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Leases | Note 7. Leases: As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. 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 three months ended September 30, 2022, the Company recognized $0.9 million in variable lease expense and $3.8 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 September 30, Balance Sheet Classification 2022 Operating leases: Operating lease right of use assets Right of Use Asset $ 69,745 Current operating lease liabilities Operating lease liabilities current $ 12,115 Noncurrent operating lease liabilities Operating lease liabilities 64,756 Total operating lease liabilities $ 76,871 Weighted average remaining lease term (in years): 8.47 Weighted average discount rate: 4.00 % 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 three months ended (in thousands): Quarter ended September 30, 2022 Cash amounts paid on operating lease liabilities $ 3,660 Right of use assets obtained in exchange for lease liabilities 10,520 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): September 30, 2022 Operating Leases Remainder 2023 $ 14,201 2024 12,044 2025 10,907 2026 9,542 2027 7,724 Thereafter 24,900 Total $ 79,318 Less: Amounts representing interest 2,447 Total Lease obligations $ 76,871 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 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. |
Supplemental Equity and Accumul
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) | Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss): Supplemental Equity The Company has declared cash dividends per share of $0.32 in the three months ended September 30, 2022 and 2021. Consolidated Changes in Equity (amounts in thousands) Bio-Techne Shareholders Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling Shares Amount Capital Earnings Income(Loss) Interest Total Balances at June 30, 2022 39,160 392 653,657 1,122,921 (75,200) (759) 1,701,011 Net earnings - - - 89,555 - 179 89,734 Other comprehensive loss - - - - (16,762) 0 (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 (55) (1) - (19,561) - - (19,562) Common stock issued for exercise of options 107 1 9,422 (11,428) - - (2,005) Common stock issued for restricted stock awards 11 - - (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 9 - 2,517 - - - 2,517 Employee stock purchase plan expense - - 97 - - - 97 Balances at September 30, 2022 39,232 $ 392 $ 680,057 $ 1,162,515 $ (91,810) $ - $ 1,751,154 Bio-Techne Shareholders Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling Shares Amount Capital Earnings Income(Loss) Interest Total Balances at June 30, 2021 38,955 $ 390 $ 534,411 $ 1,085,461 $ (57,291) $ 8,263 $ 1,571,234 Net earnings 69,615 (634) 68,981 Other comprehensive income (loss) (6,925) (39) (6,964) Common stock issued for exercise of options 295 3 36,345 (13,481) 22,867 Common stock issued for restricted stock awards 20 0 0 (9,765) (9,765) Cash dividends (12,493) (12,493) Stock-based compensation expense 11,396 11,396 Common stock issued to employee stock purchase plan 3 0 1,358 1,358 Employee stock purchase plan expense 341 341 Balances at September 30, 2021 39,273 $ 393 $ 583,851 $ 1,119,337 $ (64,216) $ 7,590 $ 1,646,955 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 $0.5 million, net of taxes, from accumulated other comprehensive income (loss) to earnings during the three months ended September 30, 2022. The accumulated balances related to each component of other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows: Unrealized Gains Foreign (Losses) on Currency 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 4,376 (21,457) (17,081) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne (1) 319 319 Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne — 152 152 Balance as of September 30, 2022 (2) $ 12,764 $ (104,574) $ (91,810) 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), net of tax before reclassifications, attributable to Bio-Techne 84 (8,607) (8,523) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne (1) 1,598 — 1,598 Balance as of September 30, 2021 (2) $ (4,511) $ (59,705) $ (64,216) (1) Gains (losses) on the interest swap are reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified ($417) to interest expense and recorded a related tax benefit of $98 during the quarter ended September 30, 2022. The Company reclassified ($2,091) to interest expense and a related tax benefit of $493 during the quarter ended September 30, 2021. (2) The Company had a net deferred tax liability of $3,921 and a net deferred tax benefit of $1,391 included in the accumulated other comprehensive income loss as of September 30, 2022 and 2021, respectively. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Earnings Per Share | 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 September 30, 2022 2021 Earnings per share – basic: Net earnings, including noncontrolling interest $ 89,734 $ 68,981 Less net earnings (loss) attributable to noncontrolling interest 179 (634) Net earnings attributable to Bio-Techne $ 89,555 $ 69,615 Income allocated to participating securities (26) (36) Income available to common shareholders $ 89,529 $ 69,579 Weighted-average shares outstanding – basic 39,232 39,094 Earnings per share – basic $ 2.28 $ 1.78 Earnings per share – diluted: Net earnings, including noncontrolling interest $ 89,734 $ 68,981 Less net earnings (loss) attributable to noncontrolling interest 179 (634) Net earnings attributable to Bio-Techne $ 89,555 $ 69,615 Income allocated to participating securities (26) (36) Income available to common shareholders $ 89,529 $ 69,579 Weighted-average shares outstanding – basic 39,232 39,094 Dilutive effect of stock options and restricted stock units 1,311 2,064 Weighted-average common shares outstanding – diluted 40,543 41,158 Earnings per share – diluted $ 2.21 $ 1.69 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 1.1 million and 0.4 million for the quarter ended September 30, 2022 and 2021, respectively. |
Share-based Compensation
Share-based Compensation | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Share-based Compensation | Note 10. Share-based Compensation: During the quarter ended September 30, 2022 and 2021, the Company granted 0.6 million and 0.3 million stock options at weighted average grant prices of $377.72 and $481.84 and weighted average fair values of $118.60 and $118.47, respectively. During the quarter ended September 30, 2022 and 2021, the Company granted 21,963 and 13,929 restricted stock units at a weighted average fair value of $377.52 and $481.82, respectively. During the quarter ended September 30, 2022, the Company did not grant restricted common stock shares. During the quarter ended September 30, 2021, the Company granted 5,344 shares of restricted common stock shares at a weighted average fair value of $481.82. Stock options for 165,030 and 336,565 shares of common stock with total intrinsic values of $41.1 million and $122.8 million were exercised during the quarter ended September 30, 2022 and 2021, respectively. Stock-based compensation expense, inclusive of payroll taxes, of $15.1 million and $13.2 million was included in selling, general and administrative expenses for the quarter ended September 30, 2022 and 2021 respectively. Additionally, the company recognized $0.3 million of stock-based compensation costs in cost of goods sold during the quarter ended September 30, 2022 compared to $0.4 million in the comparative prior year period. As of September 30, 2022, there was $85.4 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 1.8 years. 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. 200,000 shares were allocated to the ESPP. For ESPP, the Company recorded stock-based compensation expense of $0.1 million for the quarter ended September 30, 2022 and $0.3 million for the quarter ended September 30, 2021. |
Other Income _ (Expense)
Other Income / (Expense) | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Other Income / (Expense) | Note 11. Other Income / (Expense): The components of other income (expense) in the accompanying Statement of Earnings and Comprehensive Income are as follows: Quarter Ended September 30, 2022 2021 Interest expense $ (3,790) $ (3,409) Interest income 433 193 Other non-operating income (expense), net (1) 50,756 7,377 Total other income (expense) $ 47,399 $ 4,161 (1) Primarily due to a $37.2 million gain on the sale of our ChemoCentryx investment and a $11.7 million gain on the sale of Eminence. |
Income Taxes
Income Taxes | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Income Taxes | Note 12. Income Taxes: The Company’s effective income tax rate for the first quarter of fiscal 2023 and 2022 was 13.5% and (2.4)%, respectively, of consolidated earnings before income taxes, inclusive of discrete items. The change in the Company’s tax rate for the quarter ended September 30, 2022 compared to September 30, 2021 was driven by a mix of increased net income and the dilutive effect the increased net income has on the favorable rate benefits, which are mainly related to share-based compensation. The Company recognized total net benefits related to discrete tax items of $7.8 million during the quarter ended September 30, 2022, compared to $17.7 million during the quarter ended September 30, 2021. Share-based compensation excess tax benefit contributed $8.3 million in the quarter ended September 30, 2022, compared to $18.3 million in the quarter ended September 30, 2021.The Company recognized total other immaterial net discrete tax expense of $0.5 million in the quarter ended September 30, 2022, compared to $0.6 million of other immaterial net discrete tax expense in the quarter ended September 30, 2021. |
Segment Information
Segment Information | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Segment Information | 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 September 30, 2022 2021 Net sales: Protein Sciences $ 199,949 $ 197,186 Diagnostics and Genomics 69,904 60,985 Intersegment (198) (452) Consolidated net sales $ 269,655 $ 257,719 Operating income: Protein Sciences $ 85,942 $ 90,100 Diagnostics and Genomics 8,638 7,463 Segment operating income $ 94,580 $ 97,563 Costs recognized on sale of acquired inventory (300) (1,512) Amortization of acquisition related intangible assets (19,283) (18,389) Impact of partially-owned consolidated subsidiaries (1) 647 (1,562) Acquisition related expenses (297) 2,377 Stock based compensation, inclusive of employer taxes (15,458) (13,860) Restructuring costs (2,170) (1,185) Corporate general, selling, and administrative expenses (1,402) (210) Consolidated operating income $ 56,317 $ 63,222 (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 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Sep. 30, 2022 | |
Notes to Financial Statements | |
Subsequent Events | Note 14. Subsequent Events: 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 to allow the Company to issue a stock dividend as announced on November 1, 2022. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2022 | |
Policy Text Block [Abstract] | |
Investments | Partially-owned consolidated subsidiary Investments The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $92 million in annual revenue or $55 million in annual earnings before interest, taxes, depreciation, and amortization (EBITDA) at any point prior to December 31, 2027. Once triggered, the Company is required to make a payment of $231 million in exchange for a 19.9% ownership stake. If Wilson Wolf doesn’t achieve the revenue and EBITDA targets by December 31, 2027, the agreement will expire. Once the first part of the forward contract is 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. 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. The approximate multiple for total expected payments of the second forward contract is 4.4 times the annual revenue of Wilson Wolf. The Company has elected to apply the measurement alternative as detailed under ASC 321-10-35-2 for the Wilson Wolf investment. The Company recorded the $25 million payment as a cost basis investment within Other long-term assets on the Consolidated Balance Sheet. |
Restructuring actions | Restructuring actions Fiscal Year 2023 Restructuring Actions: 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 third quarter of fiscal 2023. As a result of the restructuring activities, an estimated pre-tax charge of $2.2 million was recorded within our Protein Sciences segment. The related first quarter of fiscal 2023 restructuring charges were recorded in the income statement as follows (in thousands): Employee Asset severance related and other Total Selling, general and administrative $ 1,328 $ 842 $ 2,170 Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee Asset severance related 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 Fiscal Year 2022 Restructuring Actions: In September 2021, 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 complete 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 year 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 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 $ — — — (1) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements There were no accounting pronouncements adopted in the quarter ended September 30, 2022. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2022. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Protein Sciences [Member] | |
Notes Tables | |
Schedule of restructuring charges | The related first quarter of fiscal 2023 restructuring charges were recorded in the income statement as follows (in thousands): Employee Asset severance related and other Total Selling, general and administrative $ 1,328 $ 842 $ 2,170 Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee Asset severance related 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 |
Diagnostics and Genomics [Member] | |
Notes Tables | |
Schedule of restructuring charges | 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 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 $ — — — (1) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedules of disaggregated revenue | Revenue by type is as follows: Quarter Ended September 30, 2022 2021 Consumables $ 216,430 $ 205,691 Instruments 26,458 29,869 Services 21,445 16,257 Total product and services revenue, net $ 264,333 $ 251,817 Royalty revenues 5,322 5,902 Total revenues, net $ 269,655 $ 257,719 Revenue by geography is as follows: Quarter Ended September 30, 2022 2021 United States $ 155,431 $ 140,702 EMEA, excluding United Kingdom 46,021 51,543 United Kingdom 11,702 12,478 APAC, excluding Greater China 17,465 17,501 Greater China 31,521 28,433 Rest of World 7,515 7,062 Net Sales $ 269,655 $ 257,719 |
Selected Balance Sheet Data (Ta
Selected Balance Sheet Data (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of inventories | Inventories consist of (in thousands): September 30, June 30, 2022 2022 Raw materials $ 76,724 $ 79,291 Finished goods (1) 78,177 66,943 Inventories, net $ 154,901 $ 146,234 (1) Finished goods inventory of $4,892 and $5,111 included within other long-term assets in the respective September 30, 2022 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. |
Schedule of property and equipment | Property and equipment consist of (in thousands): September 30, June 30, 2022 2022 Land $ 8,509 $ 8,572 Buildings and improvements 230,295 229,551 Machinery and equipment 176,746 174,813 Construction in progress 24,490 21,729 Property and equipment, cost 440,040 434,665 Accumulated depreciation and amortization (215,942) (211,423) Property and equipment, net $ 224,098 $ 223,242 |
Schedule of intangible assets | Intangible assets consist of (in thousands): September 30, June 30, 2022 2022 Developed technology $ 613,655 $ 542,038 Trade names 146,035 146,457 Customer relationships 222,131 225,882 Patents 3,418 3,313 Other intangibles 6,391 6,306 Definite-lived intangible assets 991,630 923,996 Accumulated amortization (428,796) (415,174) Definite-lived intangibles assets, net 562,834 508,822 In process research and development 22,700 22,700 Total intangible assets, net $ 585,534 $ 531,522 |
Schedule of changes in carrying amount of net intangible assets | Changes to the carrying amount of net intangible assets for the period ended September 30, 2022 consist of (in thousands): Beginning balance $ 531,522 Acquisitions 75,600 Other additions 63 Amortization expense (19,504) Currency translation (2,147) Ending balance $ 585,534 |
Schedule of estimated future amortization expense for intangible assets | The estimated future amortization expense for intangible assets as of September 30, 2022 is as follows (in thousands): Remainder 2023 $ 57,712 2024 74,475 2025 71,089 2026 67,285 2027 57,177 Thereafter 235,096 Total $ 562,834 |
Schedule of changes to the carrying amount of goodwill | Changes to the carrying amount of goodwill for the period ended September 30, 2022 consist of (in thousands): Diagnostics and Protein Sciences Genomics Total June 30, 2022 $ 376,493 $ 445,608 $ 822,101 Acquisitions 51,051 — 51,051 Currency translation (7,582) (152) (7,734) June 30, 2023 $ 419,962 $ 445,456 $ 865,418 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of the aggregate purchase price of the acquisitions that was allocated to the assets acquired and liabilities assumed | The preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date and as of September 30, Preliminary allocation at acquisition date and at September 30, 2022 Current assets, net of cash $ 3,248 Equipment and other long-term assets 405 Intangible assets: Developed technologies 73,900 Tradenames 700 Customer relationships 900 Non-competition agreement 100 Goodwill 51,051 Total assets acquired 130,304 Liabilities 546 Deferred income taxes, net 17,974 Net assets acquired $ 111,784 Cash paid, net of cash acquired 101,184 Contingent consideration payable 10,600 Net assets acquired $ 111,784 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of information by level for financial assets and liabilities that are measured at fair value on a recurring basis | 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 carrying value as of Fair Value Measurements Using September 30, Inputs Considered as 2022 Level 1 Level 2 Level 3 Assets Exchange traded securities (1) $ 23,318 $ 23,318 $ — $ — Certificates of deposit (2) 14,500 14,500 — — Derivative instruments - cash flow hedges 16,685 — 16,685 — Total assets $ 54,503 $ 37,818 $ 16,685 $ — Liabilities Contingent consideration $ 15,500 $ — $ — $ 15,500 Total liabilities $ 15,500 $ — $ — $ 15,500 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 11,026 — 11,026 — Total assets $ 85,488 $ 74,462 $ 11,026 $ — Liabilities Contingent consideration $ 5,000 $ — $ — $ 5,000 Derivative instruments - cash flow hedges 476 — 476 — Total liabilities $ 5,476 $ — $ 476 $ 5,000 (1) Included in available-for-sale investments on the balance sheet. 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. The cost basis and fair value of the exchange traded investment grade bond funds as of September 30, 2022 was $25.0 million and $23.3 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. (2) Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year. |
Schedule of the reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | 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 September 30, 2022 Fair value at the beginning of period $ 5,000 Change in fair value of contingent consideration (100) Additions 10,600 Payments — Fair value at the end of period $ 15,500 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of table that 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 | 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 September 30, Balance Sheet Classification 2022 Operating leases: Operating lease right of use assets Right of Use Asset $ 69,745 Current operating lease liabilities Operating lease liabilities current $ 12,115 Noncurrent operating lease liabilities Operating lease liabilities 64,756 Total operating lease liabilities $ 76,871 Weighted average remaining lease term (in years): 8.47 Weighted average discount rate: 4.00 % |
Schedule of the table that 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 | 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 three months ended (in thousands): Quarter ended September 30, 2022 Cash amounts paid on operating lease liabilities $ 3,660 Right of use assets obtained in exchange for lease liabilities 10,520 |
Schedule of the fair value of the lease liability by payment date for the operating leases by fiscal year | 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): September 30, 2022 Operating Leases Remainder 2023 $ 14,201 2024 12,044 2025 10,907 2026 9,542 2027 7,724 Thereafter 24,900 Total $ 79,318 Less: Amounts representing interest 2,447 Total Lease obligations $ 76,871 |
Supplemental Equity and Accum_2
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of the Consolidated Changes in Equity | Consolidated Changes in Equity (amounts in thousands) Bio-Techne Shareholders Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling Shares Amount Capital Earnings Income(Loss) Interest Total Balances at June 30, 2022 39,160 392 653,657 1,122,921 (75,200) (759) 1,701,011 Net earnings - - - 89,555 - 179 89,734 Other comprehensive loss - - - - (16,762) 0 (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 (55) (1) - (19,561) - - (19,562) Common stock issued for exercise of options 107 1 9,422 (11,428) - - (2,005) Common stock issued for restricted stock awards 11 - - (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 9 - 2,517 - - - 2,517 Employee stock purchase plan expense - - 97 - - - 97 Balances at September 30, 2022 39,232 $ 392 $ 680,057 $ 1,162,515 $ (91,810) $ - $ 1,751,154 Bio-Techne Shareholders Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling Shares Amount Capital Earnings Income(Loss) Interest Total Balances at June 30, 2021 38,955 $ 390 $ 534,411 $ 1,085,461 $ (57,291) $ 8,263 $ 1,571,234 Net earnings 69,615 (634) 68,981 Other comprehensive income (loss) (6,925) (39) (6,964) Common stock issued for exercise of options 295 3 36,345 (13,481) 22,867 Common stock issued for restricted stock awards 20 0 0 (9,765) (9,765) Cash dividends (12,493) (12,493) Stock-based compensation expense 11,396 11,396 Common stock issued to employee stock purchase plan 3 0 1,358 1,358 Employee stock purchase plan expense 341 341 Balances at September 30, 2021 39,273 $ 393 $ 583,851 $ 1,119,337 $ (64,216) $ 7,590 $ 1,646,955 |
Schedule of each component of other comprehensive income (loss) | Unrealized Gains Foreign (Losses) on Currency 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 4,376 (21,457) (17,081) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne (1) 319 319 Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne — 152 152 Balance as of September 30, 2022 (2) $ 12,764 $ (104,574) $ (91,810) 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), net of tax before reclassifications, attributable to Bio-Techne 84 (8,607) (8,523) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne (1) 1,598 — 1,598 Balance as of September 30, 2021 (2) $ (4,511) $ (59,705) $ (64,216) (1) Gains (losses) on the interest swap are reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified ($417) to interest expense and recorded a related tax benefit of $98 during the quarter ended September 30, 2022. The Company reclassified ($2,091) to interest expense and a related tax benefit of $493 during the quarter ended September 30, 2021. (2) The Company had a net deferred tax liability of $3,921 and a net deferred tax benefit of $1,391 included in the accumulated other comprehensive income loss as of September 30, 2022 and 2021, respectively. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of the calculation of basic and diluted earnings per share | The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts): Quarter Ended September 30, 2022 2021 Earnings per share – basic: Net earnings, including noncontrolling interest $ 89,734 $ 68,981 Less net earnings (loss) attributable to noncontrolling interest 179 (634) Net earnings attributable to Bio-Techne $ 89,555 $ 69,615 Income allocated to participating securities (26) (36) Income available to common shareholders $ 89,529 $ 69,579 Weighted-average shares outstanding – basic 39,232 39,094 Earnings per share – basic $ 2.28 $ 1.78 Earnings per share – diluted: Net earnings, including noncontrolling interest $ 89,734 $ 68,981 Less net earnings (loss) attributable to noncontrolling interest 179 (634) Net earnings attributable to Bio-Techne $ 89,555 $ 69,615 Income allocated to participating securities (26) (36) Income available to common shareholders $ 89,529 $ 69,579 Weighted-average shares outstanding – basic 39,232 39,094 Dilutive effect of stock options and restricted stock units 1,311 2,064 Weighted-average common shares outstanding – diluted 40,543 41,158 Earnings per share – diluted $ 2.21 $ 1.69 |
Other Income _ (Expense) (Table
Other Income / (Expense) (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of the components of other income (expense) | Quarter Ended September 30, 2022 2021 Interest expense $ (3,790) $ (3,409) Interest income 433 193 Other non-operating income (expense), net (1) 50,756 7,377 Total other income (expense) $ 47,399 $ 4,161 (1) Primarily due to a $37.2 million gain on the sale of our ChemoCentryx investment and a $11.7 million gain on the sale of Eminence. |
Segment Information (Tables)
Segment Information (Tables) | 3 Months Ended |
Sep. 30, 2022 | |
Notes Tables | |
Schedule of financial information by reportable segment | The following is financial information relating to the Company's reportable segments (in thousands): Quarter Ended September 30, 2022 2021 Net sales: Protein Sciences $ 199,949 $ 197,186 Diagnostics and Genomics 69,904 60,985 Intersegment (198) (452) Consolidated net sales $ 269,655 $ 257,719 Operating income: Protein Sciences $ 85,942 $ 90,100 Diagnostics and Genomics 8,638 7,463 Segment operating income $ 94,580 $ 97,563 Costs recognized on sale of acquired inventory (300) (1,512) Amortization of acquisition related intangible assets (19,283) (18,389) Impact of partially-owned consolidated subsidiaries (1) 647 (1,562) Acquisition related expenses (297) 2,377 Stock based compensation, inclusive of employer taxes (15,458) (13,860) Restructuring costs (2,170) (1,185) Corporate general, selling, and administrative expenses (1,402) (210) Consolidated operating income $ 56,317 $ 63,222 (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 |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Sep. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Sep. 30, 2022 USD ($) segment | Sep. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) | |
Number of Operating Segments | segment | 2 | ||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | $ 17,824 | ||||
Net sales | 269,655 | $ 257,719 | |||
Gain on sale of Eminence | 11,682 | $ 0 | |||
Changzhou Eminence Biotechnology [Member] | |||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | $ 17,800 | ||||
Goodwill, Impairment Loss | $ 8,300 | ||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | 8,600 | ||||
Protein Sciences [Member] | |||||
Pre-tax restructuring charges | 2,200 | ||||
Protein Sciences [Member] | Changzhou Eminence Biotechnology [Member] | |||||
Net sales | 2,000 | 4,600 | |||
Diagnostics and Genomics [Member] | |||||
Pre-tax restructuring charges | 1,400 | ||||
Wilson Wolf Corporation [Member] | |||||
Payments to Acquire Investments, Total | $ 25,000 | ||||
Wilson Wolf Corporation [Member] | First Part of Forward Contract [Member] | |||||
Forward Contract, Milestone, Annual Revenue Required | 92,000 | ||||
Forward Contract, Milestone, Annual EBITDA | 55,000 | ||||
Forward Contract Payment | $ 231,000 | ||||
Wilson Wolf Corporation [Member] | First Part of Forward Contract Triggered [Member] | |||||
Noncontrolling Interest, Ownership Percentage by Parent | 19.90% | ||||
Wilson Wolf Corporation [Member] | Second Part of Forward Contract [Member] | |||||
Forward Contract, Milestone, Annual Revenue Required | $ 226,000 | ||||
Forward Contract, Milestone, Annual EBITDA | 136,000 | ||||
Forward Contract, Additional Investment | $ 1,000,000 | ||||
Forward Contract, Milestone, Multiple for Total Expected Payments | 4.4 | ||||
Changzhou Eminence Biotechnology [Member] | |||||
Gain on sale of Eminence | $ 11,700 | ||||
Inventory Write-down | 900 | ||||
Asset Impairment Charges, Total | $ 900 | ||||
Changzhou Eminence Biotechnology [Member] | Nonoperating Income (Expense) [Member] | |||||
Gain on sale of Eminence | $ 11,700 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Jun. 30, 2022 | |
Protein Sciences [Member] | ||
Restructuring costs | $ 2,170 | |
Cash payments | (851) | |
Adjustments | (72) | |
Accrued restructuring actions balances | 1,247 | |
Diagnostics and Genomics [Member] | ||
Accrued restructuring actions balances | $ 1,185 | |
Restructuring costs | 242 | |
Cash payments | (1,143) | |
Adjustments | (284) | |
Selling, General and Administrative Expenses [Member] | Protein Sciences [Member] | ||
Restructuring costs | 2,170 | |
Selling, General and Administrative Expenses [Member] | Diagnostics and Genomics [Member] | ||
Restructuring costs | 1,399 | |
Employee Severance [Member] | Protein Sciences [Member] | ||
Restructuring costs | 1,328 | |
Cash payments | (420) | |
Accrued restructuring actions balances | 908 | |
Employee Severance [Member] | Diagnostics and Genomics [Member] | ||
Accrued restructuring actions balances | 639 | |
Cash payments | (589) | |
Adjustments | (50) | |
Employee Severance [Member] | Selling, General and Administrative Expenses [Member] | Protein Sciences [Member] | ||
Restructuring costs | 1,328 | |
Employee Severance [Member] | Selling, General and Administrative Expenses [Member] | Diagnostics and Genomics [Member] | ||
Restructuring costs | 649 | |
Asset Impairment [Member] | Protein Sciences [Member] | ||
Restructuring costs | 842 | |
Cash payments | (431) | |
Adjustments | (72) | |
Accrued restructuring actions balances | 339 | |
Asset Impairment [Member] | Diagnostics and Genomics [Member] | ||
Accrued restructuring actions balances | 546 | |
Restructuring costs | 242 | |
Cash payments | (554) | |
Adjustments | (234) | |
Asset Impairment [Member] | Selling, General and Administrative Expenses [Member] | Protein Sciences [Member] | ||
Restructuring costs | $ 842 | |
Asset Impairment [Member] | Selling, General and Administrative Expenses [Member] | Diagnostics and Genomics [Member] | ||
Restructuring costs | $ 750 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | |
Revenue Recognition | |||
Proceeds from non-Medicare laboratory services | $ 0.7 | ||
Proceeds from Laboratory Services Reimbursed by Medicare | $ 0.5 | ||
Contract with Customer, Liability, Total | 24 | $ 25.5 | |
Contract with Customer, Liability, Revenue Recognized | $ 10.6 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Net sales | $ 269,655 | $ 257,719 |
United States | ||
Net sales | 155,431 | 140,702 |
EMEA, excluding United Kingdom | ||
Net sales | 46,021 | 51,543 |
United Kingdom | ||
Net sales | 11,702 | 12,478 |
APAC, excluding Greater China | ||
Net sales | 17,465 | 17,501 |
Greater China | ||
Net sales | 31,521 | 28,433 |
Rest of World | ||
Net sales | 7,515 | 7,062 |
Consumables | ||
Net sales | 216,430 | 205,691 |
Instruments | ||
Net sales | 26,458 | 29,869 |
Services | ||
Net sales | 21,445 | 16,257 |
Product and Services | ||
Net sales | 264,333 | 251,817 |
Royalty | ||
Net sales | $ 5,322 | $ 5,902 |
Selected Balance Sheet Data - N
Selected Balance Sheet Data - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Jun. 30, 2022 | |
Acquisitions | $ 75,600 | |
Amortization of Intangible Assets, Total | 19,504 | |
Other Noncurrent Assets [Member] | ||
Inventory, Finished Goods, Net of Reserves, Non-current | $ 4,892 | $ 5,111 |
Selected Balance Sheet Data - I
Selected Balance Sheet Data - Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Selected Balance Sheet Data | ||
Raw materials | $ 76,724 | $ 79,291 |
Finished goods | 78,177 | 66,943 |
Inventories, net | $ 154,901 | $ 146,234 |
Selected Balance Sheet Data - P
Selected Balance Sheet Data - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Property and equipment, cost | $ 440,040 | $ 434,665 |
Accumulated depreciation and amortization | (215,942) | (211,423) |
Property and equipment, net | 224,098 | 223,242 |
Land [Member] | ||
Property and equipment, cost | 8,509 | 8,572 |
Building and Building Improvements [Member] | ||
Property and equipment, cost | 230,295 | 229,551 |
Machinery and Equipment [Member] | ||
Property and equipment, cost | 176,746 | 174,813 |
Construction in Progress [Member] | ||
Property and equipment, cost | $ 24,490 | $ 21,729 |
Selected Balance Sheet Data -_2
Selected Balance Sheet Data - Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Definite-lived intangibles assets, gross | $ 991,630 | $ 923,996 |
Accumulated amortization | (428,796) | (415,174) |
Total | 562,834 | 508,822 |
In process research and development | 22,700 | 22,700 |
Total intangible assets, net | 585,534 | 531,522 |
Developed Technology Rights [Member] | ||
Definite-lived intangibles assets, gross | 613,655 | 542,038 |
Trade Names [Member] | ||
Definite-lived intangibles assets, gross | 146,035 | 146,457 |
Customer Relationships [Member] | ||
Definite-lived intangibles assets, gross | 222,131 | 225,882 |
Patents [Member] | ||
Definite-lived intangibles assets, gross | 3,418 | 3,313 |
Other Intangible Assets [Member] | ||
Definite-lived intangibles assets, gross | $ 6,391 | $ 6,306 |
Selected Balance Sheet Data - C
Selected Balance Sheet Data - Changes to Carrying Amount of Net Intangible Assets (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Selected Balance Sheet Data | |
Beginning balance | $ 531,522 |
Acquisitions | 75,600 |
Other additions | 63 |
Amortization expense | (19,504) |
Currency translation | (2,147) |
Ending balance | $ 585,534 |
Selected Balance Sheet Data - E
Selected Balance Sheet Data - Estimated Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Selected Balance Sheet Data | ||
Remainder 2023 | $ 57,712 | |
2024 | 74,475 | |
2025 | 71,089 | |
2026 | 67,285 | |
2027 | 57,177 | |
Thereafter | 235,096 | |
Total | $ 562,834 | $ 508,822 |
Selected Balance Sheet Data -_3
Selected Balance Sheet Data - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Beginning balance | $ 822,101 |
Acquisitions | 51,051 |
Currency translation | (7,734) |
Ending balance | 865,418 |
Protein Sciences [Member] | |
Beginning balance | 376,493 |
Acquisitions | 51,051 |
Currency translation | (7,582) |
Ending balance | 419,962 |
Diagnostics and Genomics [Member] | |
Beginning balance | 445,608 |
Currency translation | (152) |
Ending balance | $ 445,456 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Jul. 01, 2022 | Sep. 30, 2022 | |
Payments to Acquire Businesses, Net of Cash Acquired, Total | $ 101,184 | |
Namocell Inc | ||
Business Combination, Consideration Transferred, Total | 111,784 | |
Maximum contingent consideration | $ 25,000 | 25,000 |
Payments to Acquire Businesses, Net of Cash Acquired, Total | $ 101,200 | 101,184 |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 2,400 | |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 700 | |
Namocell Inc | Developed Technology Rights [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 13 years | |
Namocell Inc | Customer Relationships [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 4 years | |
Namocell Inc | Noncompete Agreements [Member] | ||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | |
Acquisition of Asuragen, Inc. [Member] | ||
Maximum contingent consideration | $ 105,000 |
Acquisitions - Preliminary and
Acquisitions - Preliminary and Final Fair Value of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Jul. 01, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | |
Goodwill | $ 865,418 | $ 822,101 | |
Payments to Acquire Businesses, Net of Cash Acquired, Total | 101,184 | ||
Namocell Inc | |||
Current assets, net of cash | 3,248 | ||
Equipment and other long-term assets | 405 | ||
Goodwill | 51,051 | ||
Total assets acquired | 130,304 | ||
Liabilities | 546 | ||
Deferred income taxes, net | 17,974 | ||
Net assets acquired | 111,784 | ||
Payments to Acquire Businesses, Net of Cash Acquired, Total | $ 101,200 | 101,184 | |
Contingent consideration payable | 10,600 | ||
Net assets acquired | 111,784 | ||
Namocell Inc | Developed Technology Rights [Member] | |||
Intangible assets | 73,900 | ||
Namocell Inc | Customer Relationships [Member] | |||
Intangible assets | 900 | ||
Namocell Inc | Trade Names [Member] | |||
Intangible assets | 700 | ||
Namocell Inc | Noncompete Agreements [Member] | |||
Intangible assets | $ 100 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Jul. 01, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | May 31, 2021 | Oct. 31, 2018 | |
Investments, Total | $ 25,000 | ||||||
Interest Expense, Total | $ 3,790 | $ 3,409 | |||||
Income Tax Expense (Benefit), Total | 13,982 | (1,598) | |||||
Total other income (expense), net | 47,399 | 4,161 | |||||
Exchange Traded Investment Grade Bond Funds [Member] | |||||||
Investments, Total | 25,000 | ||||||
Investments, Fair Value Disclosure, Total | 23,300 | 23,900 | |||||
Acquisition of Asuragen Inc and Namocell, Inc [Member] | |||||||
Contingent consideration | 15,500 | ||||||
Acquisition of Asuragen, Inc. [Member] | |||||||
Contingent consideration | 4,500 | 5,000 | $ 18,300 | ||||
Maximum contingent consideration | 105,000 | ||||||
Namocell Inc | |||||||
Contingent consideration | 11,000 | $ 10,600 | |||||
Maximum contingent consideration | 25,000 | $ 25,000 | |||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | AOCI Attributable to Parent [Member] | |||||||
Interest Expense, Total | (417) | (2,091) | |||||
Income Tax Expense (Benefit), Total | (98) | (493) | |||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Designated as Hedging Instrument [Member] | AOCI Attributable to Parent [Member] | |||||||
Interest Expense, Total | 400 | 2,100 | |||||
Income Tax Expense (Benefit), Total | 100 | $ 500 | |||||
Forward Starting Swap [Member] | Cash Flow Hedging [Member] | Other Noncurrent Liabilities [Member] | |||||||
Hedging Liabilities, Noncurrent | 500 | ||||||
New Forward Starting Swap [Member] | Cash Flow Hedging [Member] | |||||||
Derivative, Notional Amount | $ 200,000 | $ 200,000 | |||||
New Forward Starting Swap [Member] | Cash Flow Hedging [Member] | Other Noncurrent Assets [Member] | |||||||
Hedging Assets, Noncurrent, Total | $ 16,700 | 11,000 | |||||
CCXI [Member] | |||||||
Investments, Total | 6,600 | ||||||
Investments, Fair Value Disclosure, Total | $ 36,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Derivative instruments - cash flow hedges | $ 16,685 | $ 11,026 |
Total assets | 54,503 | 85,488 |
Contingent consideration | 15,500 | 5,000 |
Derivative instruments - cash flow hedges | 476 | |
Total liabilities | 15,500 | 5,476 |
Fair Value, Inputs, Level 1 [Member] | ||
Total assets | 37,818 | 74,462 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative instruments - cash flow hedges | 16,685 | 11,026 |
Total assets | 16,685 | 11,026 |
Derivative instruments - cash flow hedges | 476 | |
Total liabilities | 476 | |
Fair Value, Inputs, Level 3 [Member] | ||
Contingent consideration | 15,500 | 5,000 |
Total liabilities | 15,500 | 5,000 |
Exchanged Traded Securities [Member] | ||
Investments, Fair Value Disclosure | 23,318 | 59,962 |
Exchanged Traded Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investments, Fair Value Disclosure | 23,318 | 59,962 |
Certificates of Deposit [Member] | ||
Investments, Fair Value Disclosure | 14,500 | 14,500 |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investments, Fair Value Disclosure | $ 14,500 | $ 14,500 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Fair Value, Inputs, Level 3 [Member] | |
Additions | $ 10,600 |
Contingent Consideration [Member] | |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative |
Contingent Consideration [Member] | Fair Value, Inputs, Level 3 [Member] | |
Fair value at the beginning of period | $ 5,000 |
Change in fair value of contingent consideration | (100) |
Fair value at the end of period | $ 15,500 |
Debt and Other Financing Arra_2
Debt and Other Financing Arrangements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Aug. 31, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | |
Proceeds from Long-term Lines of Credit | $ 449,661 | $ 10,000 | |
Amended Credit Agreement [Member] | |||
Line of Credit, Current | $ 264,700 | ||
Credit Agreement [Member] | Term Loan [Member] | |||
Debt Instrument, Face Amount | $ 250,000 | ||
Revolving Credit Facility [Member] | Amended Credit Agreement [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 1,000,000 | ||
Line of Credit Facility, Additional Borrowing Capacity | $ 400,000 | ||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% | ||
Proceeds from Long-term Lines of Credit | $ 350,000 | ||
Revolving Credit Facility [Member] | Credit Agreement [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | 600,000 | ||
Line of Credit Facility, Additional Borrowing Capacity | $ 200,000 |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Variable Lease, Cost | $ 0.9 |
Fixed Lease, Cost | $ 3.8 |
Maximum | |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 |
Leases | ||
Operating lease right of use assets | $ 69,745 | $ 65,556 |
Current operating lease liabilities | 12,115 | 11,928 |
Noncurrent operating lease liabilities | 64,756 | $ 58,133 |
Total operating lease liabilities | $ 76,871 | |
Weighted average remaining lease term (in years): | 8 years 5 months 19 days | |
Weighted average discount rate: | 4% |
Leases - Cash Paid (Details)
Leases - Cash Paid (Details) $ in Thousands | 3 Months Ended |
Sep. 30, 2022 USD ($) | |
Leases | |
Cash amounts paid on operating lease liabilities | $ 3,660 |
Right of use assets obtained in exchange for lease liabilities | $ 10,520 |
Leases - Fair Value of the Leas
Leases - Fair Value of the Lease Liability by Payment Date (Details) $ in Thousands | Sep. 30, 2022 USD ($) |
Leases | |
Remainder 2023 | $ 14,201 |
2024 | 12,044 |
2025 | 10,907 |
2026 | 9,542 |
2027 | 7,724 |
Thereafter | 24,900 |
Total | 79,318 |
Less: Amounts representing interest | 2,447 |
Total Lease obligations | $ 76,871 |
Supplemental Equity and Accum_3
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Common Stock, Dividends, Per Share, Declared (in dollars per share) | $ 0.32 | $ 0.32 |
Interest Expense, Total | $ 3,790 | $ 3,409 |
Income Tax Expense (Benefit), Total | 13,982 | (1,598) |
Total other income (expense), net | 47,399 | 4,161 |
AOCI Attributable to Parent [Member] | ||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | (319) | (1,598) |
Deferred Income Tax Expense (Benefit), Total | 3,921 | (1,391) |
Reclassification out of Accumulated Other Comprehensive Income [Member] | AOCI Attributable to Parent [Member] | ||
Reclassification from AOCI, Current Period, Net of Tax, Attributable to Parent | 500 | |
Interest Expense, Total | (417) | (2,091) |
Income Tax Expense (Benefit), Total | $ (98) | $ (493) |
Supplemental Equity and Accum_4
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) - Consolidated Changes in Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Balances | $ 1,701,011 | $ 1,571,234 |
Balances (in shares) | 39,160,000 | |
Net earnings | $ 89,734 | 68,981 |
Other comprehensive income (loss) | (16,643) | (6,964) |
Other comprehensive loss | (16,762) | |
Reclassification of cumulative translation adjustment for Eminence to non-operating income | 119 | |
Elimination of noncontrolling equity interest from sale of Eminence | 613 | |
Share repurchases | (19,562) | |
Common stock issued for exercise of options | $ (2,005) | $ 22,867 |
Common stock issued for exercise of options (in shares) | 165,030 | 336,565 |
Common stock issued for restricted stock awards | $ (6,427) | $ (9,765) |
Cash dividends | (12,545) | (12,493) |
Stock-based compensation expense | 14,364 | 11,396 |
Common stock issued to employee stock purchase plan | 2,517 | 1,358 |
Employee stock purchase plan expense | 97 | 341 |
Balances | $ 1,751,154 | 1,646,955 |
Balances (in shares) | 39,232,094 | |
Common Stock [Member] | ||
Balances | $ 392 | $ 390 |
Balances (in shares) | 39,160,000 | 38,955,000 |
Share repurchases | $ (1) | |
Share repurchases (in shares) | (55,000) | |
Common stock issued for exercise of options | $ 1 | $ 3 |
Common stock issued for exercise of options (in shares) | 107,000 | 295,000 |
Common stock issued for restricted stock awards | $ 0 | |
Common stock issued for restricted stock awards (in shares) | 11,000 | 20,000 |
Common stock issued to employee stock purchase plan | $ 0 | |
Common stock issued to employee stock purchase plan (in shares) | 9,000 | 3,000 |
Balances | $ 392 | $ 393 |
Balances (in shares) | 39,232,000 | 39,273,000 |
Additional Paid-in Capital [Member] | ||
Balances | $ 653,657 | $ 534,411 |
Common stock issued for exercise of options | 9,422 | 36,345 |
Common stock issued for restricted stock awards | 0 | |
Stock-based compensation expense | 14,364 | 11,396 |
Common stock issued to employee stock purchase plan | 2,517 | 1,358 |
Employee stock purchase plan expense | 97 | 341 |
Balances | 680,057 | 583,851 |
Retained Earnings [Member] | ||
Balances | 1,122,921 | 1,085,461 |
Net earnings | 89,555 | 69,615 |
Share repurchases | (19,561) | |
Common stock issued for exercise of options | (11,428) | (13,481) |
Common stock issued for restricted stock awards | (6,427) | (9,765) |
Cash dividends | (12,545) | (12,493) |
Balances | 1,162,515 | 1,119,337 |
AOCI Attributable to Parent [Member] | ||
Balances | (75,200) | (57,291) |
Other comprehensive income (loss) | (6,925) | |
Other comprehensive loss | (16,762) | |
Reclassification of cumulative translation adjustment for Eminence to non-operating income | 152 | |
Balances | (91,810) | (64,216) |
Noncontrolling Interest [Member] | ||
Balances | (759) | 8,263 |
Net earnings | 179 | (634) |
Other comprehensive income (loss) | (39) | |
Other comprehensive loss | 0 | |
Reclassification of cumulative translation adjustment for Eminence to non-operating income | (33) | |
Elimination of noncontrolling equity interest from sale of Eminence | $ 613 | |
Balances | $ 7,590 |
Supplemental Equity and Accum_5
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) - Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Balance | $ 1,701,770 | |
Balance | 1,751,154 | |
AOCI, Accumulated Gain (Loss), Debt Securities, Available-for-sale, Parent [Member] | ||
Balance | 8,069 | $ (6,193) |
Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne | 4,376 | 84 |
Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) | 319 | 1,598 |
Balance | 12,764 | (4,511) |
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||
Balance | (83,269) | (51,098) |
Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne | (21,457) | (8,607) |
Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) | 0 | |
Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne | 152 | |
Balance | (104,574) | (59,705) |
AOCI Attributable to Parent [Member] | ||
Balance | (75,200) | (57,291) |
Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne | (17,081) | (8,523) |
Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) | 319 | 1,598 |
Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne | 152 | |
Balance | $ (91,810) | $ (64,216) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 1.1 | 0.4 |
Earnings Per Share - Shares Use
Earnings Per Share - Shares Used in the Earnings Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share | ||
Net earnings, including noncontrolling interest | $ 89,734 | $ 68,981 |
Less net earnings (loss) attributable to noncontrolling interest | 179 | (634) |
Net earnings attributable to Bio-Techne | 89,555 | 69,615 |
Income allocated to participating securities | (26) | (36) |
Income available to common shareholders | $ 89,529 | $ 69,579 |
Weighted-average shares outstanding - basic (in shares) | 39,232 | 39,094 |
Earnings per share - basic (in shares) | $ 2.28 | $ 1.78 |
Income available to common shareholders | $ 89,529 | $ 69,579 |
Dilutive effect of stock options and restricted stock units (in shares) | 1,311 | 2,064 |
Weighted-average common shares outstanding - diluted (in shares) | 40,543 | 41,158 |
Earnings per share - diluted (in shares) | $ 2.21 | $ 1.69 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Oct. 30, 2014 | |
Granted, shares (in shares) | 600,000 | 300,000 | |
Granted, weighted average exercise price (in dollars per share) | $ 377.72 | $ 481.84 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 118.60 | $ 118.47 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period (in shares) | 165,030 | 336,565 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 41.1 | $ 122.8 | |
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 85.4 | ||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 1 year 9 months 18 days | ||
Employee Stock Purchase Plan 2014 [Member] | |||
Share-based Payment Arrangement, Expense | $ 0.1 | 0.3 | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 200,000 | ||
Selling, General and Administrative Expenses [Member] | |||
Share-based Payment Arrangement, Expense | 15.1 | 13.2 | |
Cost of Sales [Member] | |||
Share-based Payment Arrangement, Expense | $ 0.3 | $ 0.4 | |
Restricted Stock Units (RSUs) [Member] | |||
Granted, shares (in shares) | 21,963 | 13,929 | |
Granted, weighted average exercise price (in dollars per share) | $ 377.52 | $ 481.82 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 481.82 | ||
Granted, shares (in shares) | 5,344 |
Other Income _ (Expense) - Narr
Other Income / (Expense) - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Gain on sale of Investments | $ 11,682 | $ 0 |
CCXI [Member] | ||
Gain on sale of Investments | 37,200 | |
Changzhou Eminence Biotechnology [Member] | ||
Gain on sale of Investments | $ 11,700 |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Components of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Other Income / (Expense) | ||
Interest expense | $ (3,790) | $ (3,409) |
Interest income | 433 | 193 |
Other non-operating income (expense), net(1) | 50,756 | 7,377 |
Total other income (expense) | $ 47,399 | $ 4,161 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Income Taxes | ||
Effective Income Tax Rate Reconciliation, Percent, Total | 13.50% | (2.40%) |
Income Tax Expense (Benefit), Discrete Tax Items | $ 7.8 | $ 17.7 |
Share-based compensation excess tax benefit | 8.3 | 18.3 |
Income Tax Expense (Benefit), Other Immaterial Discrete Tax Items, Net | $ 0.5 | $ 0.6 |
Segment Information - Financial
Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | |
Net sales | $ 269,655 | $ 257,719 | |
Operating income | 56,317 | 63,222 | |
Costs recognized on sale of acquired inventory | (300) | (1,512) | |
Corporate general, selling, and administrative expenses | (99,375) | (86,175) | |
Total intangible assets, net | 585,534 | $ 531,522 | |
Consumables [Member] | |||
Net sales | 216,430 | 205,691 | |
Protein Sciences [Member] | |||
Restructuring costs | (2,170) | ||
Diagnostics and Genomics [Member] | |||
Restructuring costs | $ (242) | ||
Operating Segments [Member] | |||
Operating income | 94,580 | 97,563 | |
Costs recognized on sale of acquired inventory | (300) | (1,512) | |
Amortization of acquisition related intangible assets | (19,283) | (18,389) | |
Impact of partially-owned consolidated subsidiaries(1) | 647 | (1,562) | |
Acquisition related expenses | (297) | 2,377 | |
Stock based compensation, inclusive of employer taxes | (15,458) | (13,860) | |
Restructuring costs | (2,170) | (1,185) | |
Operating Segments [Member] | Protein Sciences [Member] | |||
Net sales | 199,949 | 197,186 | |
Operating income | 85,942 | 90,100 | |
Operating Segments [Member] | Diagnostics and Genomics [Member] | |||
Net sales | 69,904 | 60,985 | |
Operating income | 8,638 | 7,463 | |
Intersegment Eliminations [Member] | |||
Net sales | (198) | (452) | |
Corporate, Non-Segment [Member] | |||
Corporate general, selling, and administrative expenses | $ (1,402) | $ (210) |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Oct. 27, 2022 | Oct. 26, 2022 | Sep. 30, 2022 | Jun. 30, 2022 |
Subsequent Event [Line Items] | ||||
Common stock, shares authorized (in shares) | 100,000,000 | 100,000,000 | ||
Subsequent Event | ||||
Subsequent Event [Line Items] | ||||
Common stock, shares authorized (in shares) | 400,000,000 | 100,000,000 |