Document And Entity Information
Document And Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Jun. 30, 2023 | Aug. 16, 2023 | Dec. 31, 2022 | |
Cover | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jun. 30, 2023 | ||
Document Transition Report | false | ||
Entity File Number | 0-17272 | ||
Entity Registrant Name | BIO-TECHNE Corp | ||
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 Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
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 | ||
ICFR Auditor Attestation Flag | true | ||
Entity Public Float | $ 13 | ||
Entity Common Stock, Shares Outstanding | 158,174,312 | ||
Entity Central Index Key | 0000842023 | ||
Current Fiscal Year End Date | --06-30 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Auditor Name | KPMG LLP | ||
Auditor Firm ID | 185 | ||
Auditor Location | Minneapolis, Minnesota |
Consolidated Statements of Earn
Consolidated Statements of Earnings and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Consolidated Statements of Earnings and Comprehensive Income | |||
Net sales | $ 1,136,702 | $ 1,105,599 | $ 931,032 |
Cost of sales | 366,887 | 349,103 | 298,182 |
Gross margin | 769,815 | 756,496 | 632,850 |
Operating expenses: | |||
Selling, general and administrative | 378,378 | 372,766 | 324,951 |
Research and development | 92,493 | 87,140 | 70,603 |
Total operating expenses | 470,871 | 459,906 | 395,554 |
Operating income | 298,944 | 296,590 | 237,296 |
Interest expense | (11,215) | (11,309) | (13,952) |
Interest income | 3,410 | 794 | 473 |
Other non-operating income (expense), net | 47,520 | 15,311 | (75,642) |
Total other income (expense), net | 39,715 | 4,796 | (89,121) |
Earnings before income taxes | 338,659 | 301,386 | 148,175 |
Income taxes (benefit) | 53,217 | 38,287 | 8,590 |
Net earnings, including noncontrolling interest | 285,442 | 263,099 | 139,585 |
Net earnings (loss) attributable to noncontrolling interest | 179 | (8,952) | (825) |
Net earnings attributable to Bio-Techne | 285,263 | 272,051 | 140,410 |
Other comprehensive income (loss): | |||
Foreign currency translation adjustments | 4,191 | (32,241) | 32,951 |
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 | 4,793 | 14,262 | 7,060 |
Other comprehensive income (loss) | 9,103 | (17,979) | 40,011 |
Other comprehensive income (loss) attributable to noncontrolling interest | (33) | (70) | 103 |
Other comprehensive income (loss) attributable to Bio-Techne | 9,136 | (17,909) | 39,908 |
Comprehensive income attributable to Bio-Techne | $ 294,399 | $ 254,142 | $ 180,318 |
Earnings per share attributable to Bio-Techne: | |||
Basic (in dollars per share) | $ 1.81 | $ 1.73 | $ 0.91 |
Diluted (in dollars per share) | $ 1.76 | $ 1.66 | $ 0.87 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 157,179 | 156,874 | 154,986 |
Diluted (in shares) | 161,855 | 164,114 | 161,932 |
Consolidated Statements of Ea_2
Consolidated Statements of Earnings and Comprehensive Income (Parentheticals) | Nov. 29, 2022 |
Consolidated Statements of Earnings and Comprehensive Income | |
Stock dividend stock spilt | 4 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 180,571 | $ 172,567 |
Short-term available-for-sale investments | 23,739 | 74,462 |
Accounts receivable, less allowance for doubtful accounts of $4,738 and $2,568, respectively | 218,468 | 194,548 |
Inventories | 171,638 | 141,123 |
Other current assets | 27,066 | 22,856 |
Total current assets | 621,482 | 605,556 |
Property and equipment, net | 226,200 | 223,242 |
Right of use asset | 98,326 | 65,556 |
Goodwill | 872,737 | 822,101 |
Intangible assets, net | 534,645 | 531,522 |
Other assets | 285,302 | 46,828 |
Total assets | 2,638,692 | 2,294,805 |
Current liabilities: | ||
Trade accounts payable | 25,679 | 33,865 |
Salaries, wages and related accruals | 36,747 | 61,953 |
Accrued expenses | 14,880 | 17,886 |
Contract liabilities | 23,069 | 23,406 |
Income taxes payable | 12,022 | 13,237 |
Operating lease liabilities - current | 11,199 | 11,928 |
Contingent consideration payable | 3,500 | |
Current portion of long-term debt obligations | 12,500 | |
Other current liabilities | 1,413 | 1,243 |
Total current liabilities | 128,509 | 176,018 |
Deferred income taxes | 88,982 | 98,994 |
Long-term debt obligations | 350,000 | 243,410 |
Long-term contingent consideration payable | 5,000 | |
Operating lease liabilities | 93,766 | 58,133 |
Other long-term liabilities | 10,919 | 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 400,000,000; issued and outstanding 157,641,914 and 156,644,212, respectively(1) | 1,576 | 1,566 |
Additional paid-in capital | 721,543 | 652,467 |
Retained earnings | 1,309,461 | 1,122,937 |
Accumulated other comprehensive loss | (66,064) | (75,200) |
Total Bio-Techne's shareholders' equity | 1,966,516 | 1,701,770 |
Noncontrolling interest | (759) | |
Total shareholders' equity | 1,966,516 | 1,701,011 |
Total liabilities and shareholders' equity | $ 2,638,692 | $ 2,294,805 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) $ in Thousands | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares |
Consolidated Balance Sheets | ||
Accounts receivable, allowance for doubtful accounts | $ | $ 4,738 | $ 2,568 |
Undesignated capital stock, no par (in dollars per share) | $ / shares | $ 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) | $ / shares | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 157,641,914 | 156,644,212 |
Common stock, shares outstanding (in shares) | 157,641,914 | 156,644,212 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Cumulative Effect, Period of Adoption, Adjustment Retained Earnings | Cumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | Total |
Balances (in shares) at Jun. 30, 2020 | 153,812,000 | |||||||
Balances at Jun. 30, 2020 | $ (276) | $ (276) | $ 1,538 | $ 419,383 | $ 1,057,470 | $ (97,199) | $ 1,381,192 | |
Non-controlling interest in Eminence | $ 8,985 | 8,985 | ||||||
Net earnings | 140,410 | (825) | 139,585 | |||||
Other comprehensive income (loss) | 39,908 | 103 | $ 40,011 | |||||
Share repurchases (in shares) | (480,000) | (480,000) | ||||||
Share repurchases | $ (5) | (43,173) | $ (43,178) | |||||
Common stock issued for exercise of options (in shares) | 2,293,000 | 2,509,000 | ||||||
Common stock issued for exercise of options | $ 23 | 62,085 | (12,287) | $ 49,821 | ||||
Common stock issued for restricted stock awards (in shares) | 153,000 | |||||||
Common stock issued for restricted stock awards | $ 2 | (2) | (7,057) | (7,057) | ||||
Cash dividends | (49,622) | (49,622) | ||||||
Stock-based compensation expense | 48,065 | 48,065 | ||||||
Common stock issued to employee stock purchase plan (in shares) | 44,000 | |||||||
Common stock issued to employee stock purchase plan | $ 0 | 2,791 | 2,791 | |||||
Employee stock purchase plan expense | 917 | 917 | ||||||
Balances (in shares) at Jun. 30, 2021 | 155,822,000 | |||||||
Balances at Jun. 30, 2021 | $ 1,558 | 533,239 | 1,085,465 | (57,291) | 8,263 | 1,571,234 | ||
Net earnings | 272,051 | (8,952) | 263,099 | |||||
Other comprehensive income (loss) | (17,909) | (70) | $ (17,979) | |||||
Share repurchases (in shares) | (1,577,000) | (1,576,952) | ||||||
Share repurchases | $ (16) | (160,934) | $ (160,950) | |||||
Common stock issued for exercise of options (in shares) | 2,282,000 | 2,450,000 | ||||||
Common stock issued for exercise of options | $ 23 | 74,354 | (13,482) | $ 60,895 | ||||
Common stock issued for restricted stock awards (in shares) | 89,000 | |||||||
Common stock issued for restricted stock awards | $ 1 | (1) | (9,978) | (9,978) | ||||
Cash dividends | (50,185) | (50,185) | ||||||
Stock-based compensation expense | 41,208 | 41,208 | ||||||
Common stock issued to employee stock purchase plan (in shares) | 28,000 | |||||||
Common stock issued to employee stock purchase plan | $ 0 | 2,694 | 2,694 | |||||
Employee stock purchase plan expense | 973 | $ 973 | ||||||
Balances (in shares) at Jun. 30, 2022 | 156,644,000 | 156,644,212 | ||||||
Balances at Jun. 30, 2022 | $ 1,566 | 652,467 | 1,122,937 | (75,200) | (759) | $ 1,701,011 | ||
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 | ||||||
Net earnings | 285,263 | $ 179 | 285,442 | |||||
Other comprehensive income (loss) | 8,984 | 8,984 | ||||||
Other comprehensive income (loss) | $ 9,103 | |||||||
Share repurchases (in shares) | (222,000) | (222,000) | ||||||
Share repurchases | $ (2) | (19,560) | $ (19,562) | |||||
Common stock issued for exercise of options (in shares) | 1,083,000 | 1,578,000 | ||||||
Common stock issued for exercise of options | $ 10 | 24,942 | (22,163) | $ 2,789 | ||||
Common stock issued for restricted stock awards (in shares) | 63,000 | |||||||
Common stock issued for restricted stock awards | $ 1 | (1) | (6,731) | (6,731) | ||||
Cash dividends | (50,285) | (50,285) | ||||||
Stock-based compensation expense | 38,315 | 38,315 | ||||||
Common stock issued to employee stock purchase plan (in shares) | 74,000 | |||||||
Common stock issued to employee stock purchase plan | $ 1 | 4,905 | 4,906 | |||||
Employee stock purchase plan expense | 915 | $ 915 | ||||||
Balances (in shares) at Jun. 30, 2023 | 157,642,000 | 157,641,914 | ||||||
Balances at Jun. 30, 2023 | $ 1,576 | $ 721,543 | $ 1,309,461 | $ (66,064) | $ 1,966,516 |
Consolidated Statements of Sh_2
Consolidated Statements of Shareholders' Equity (Parentheticals) | Nov. 29, 2022 |
Consolidated Statements of Shareholders' Equity | |
Stock dividend stock spilt | 4 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings, including noncontrolling interest | $ 285,442 | $ 263,099 | $ 139,585 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 107,238 | 101,069 | 87,747 |
Costs recognized on sale of acquired inventory | 400 | 1,596 | 1,565 |
Deferred income taxes | (29,567) | 6,816 | (27,431) |
Stock-based compensation expense | 39,230 | 42,183 | 48,982 |
Fair value adjustment to contingent consideration payable | (12,100) | (20,400) | 5,300 |
Contingent consideration payments - operating | (3,300) | (337) | |
(Gain) Loss on investment, net | (37,176) | ||
Fair value adjustment on available-for-sale investments | (472) | (15,002) | 67,879 |
(Gain) loss on equity method investment | 1,143 | ||
Asset impairment restructuring | 546 | ||
Eminence impairment | 18,715 | ||
Gain on sale of Eminence | (11,682) | ||
Leases, net | 2,059 | (1,201) | 75 |
Other operating activity | 455 | 668 | (464) |
Change in operating assets and operating liabilities, net of acquisition: | |||
Trade accounts and other receivables, net | (20,867) | (57,596) | (15,549) |
Inventories | (30,167) | (32,007) | (7,140) |
Prepaid expenses | (4,585) | (3,082) | (1,101) |
Trade accounts payable, accrued expenses, contract liabilities, and other | (7,908) | 12,741 | 19,091 |
Salaries, wages and related accruals | (24,558) | 7,760 | 20,536 |
Income taxes payable | (2,492) | 2,667 | 13,426 |
Net cash provided by (used in) operating activities | 254,393 | 325,272 | 352,164 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from maturities of available-for-sale investments | 35,236 | 26,055 | 66,377 |
Purchases of available-for-sale investments | (20,500) | (52,998) | (39,684) |
Proceeds from sale of CCXI investment | 73,219 | ||
Additions to property and equipment | (38,244) | (44,908) | (44,301) |
Acquisitions, net of cash acquired | (101,184) | (225,352) | |
Investment in unconsolidated entity, net | (556) | ||
Proceeds from sale of Eminence | 17,824 | ||
Investment of forward purchase contract | (25,000) | ||
Investment in Wilson Wolf | (232,000) | ||
Net cash provided by (used in) investing activities | (265,649) | (96,851) | (243,516) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash dividends | (50,285) | (50,185) | (49,622) |
Proceeds from stock option exercises | 29,813 | 77,155 | 65,092 |
Re-purchases of common stock | (19,562) | (160,950) | (43,178) |
Borrowings under line-of-credit agreement | 619,661 | 90,000 | 256,000 |
Repayments of long-term debt | (525,661) | (175,500) | (271,500) |
Contingent consideration payments - financing | (700) | ||
Taxes paid on RSUs and net share settlements | (28,893) | (23,461) | (19,343) |
Other financing activity | (2,457) | 788 | |
Net cash provided by (used in) financing activities | 22,616 | (242,853) | (62,551) |
Effect of exchange rate changes on cash and cash equivalents | (3,356) | (12,092) | 6,369 |
Net change in cash and cash equivalents | 8,004 | (26,524) | 52,466 |
Cash and cash equivalents at beginning of period | 172,567 | 199,091 | 146,625 |
Cash and cash equivalents at end of period | $ 180,571 | $ 172,567 | $ 199,091 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Description of Business and Summary of Significant Accounting Policies | Note Description of Business and Summary of Significant Accounting Policies: Description of business: At the 2022 annual meeting of shareholders of the Company held on October 27, 2022, the shareholders approved an amendment and restatement of the Company’s articles of incorporation to increase the number of authorized shares of the Company’s common stock from 100,000,000 to 400,000,000. On November 1, 2022, the Company’s board of directors approved and declared a four-for-one split of the Company’s common stock in the form of a stock dividend. Each stockholder of record on November 14, 2022 received three additional shares of common stock for each then-held share, which were distributed after close of trading on November 29, 2022. All share and per share amounts presented herein have been retroactively adjusted to reflect the impact of the stock split. Use of estimates: Principles of consolidation: As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with ASC 805, Business Combinations . In applying 805 Translation of foreign financial statements Revenue recognition: ASC 606 Research and development: Advertising costs: Income taxes: Comprehensive income: Cash and cash equivalents: Available-for-sale investments: Trade accounts receivable and allowances: Inventories: For certain proteins, antibodies, and chemically based manufactured products, the Company produces larger batches of established products than current sales requirements due to economies of scale through a highly controlled manufacturing process. Accordingly, the manufacturing process for these products has and will continue to produce quantities in excess of forecasted usage. The Company forecasts usage for its products based on several factors including historical demand, current market dynamics, and technological advances. The Company forecasts product usage on an individual product level for a period that is consistent with our ability to reasonably forecast inventory usage for that product. There have been no material changes to the Company’s estimates of the net realizable value for excess and obsolete inventory or other types of inventory reserves and inventory cost adjustments in the fiscal years presented. Additionally, current and historical reserves recorded to reduce the cost of inventory to its net realizable value become part of the new cost basis for the inventory item in accordance with ASC 330 - Inventory Property and equipment: Contingent Consideration: Intangible assets: Given the anticipated liquidation process to dispose of the Eminence assets, the Company identified a triggering event in the second quarter of fiscal 2022 and performed impairment testing. The impairment testing resulted in a full impairment of the Eminence intangible assets. Refer to the Impairment of Goodwill section as part of Note 1 for further details related to the triggering event and related impairment recorded. In conjunction with the Asuragen acquisition that occurred in fiscal year 2021, the Company reassessed the useful life of a tradename from a previous acquisition due to the planned integration and cobranding strategy developed with the most recent transaction. As a result, the Company accelerated the amortization of the trade name to be consistent with the life used for the Asuragen trade name. The accelerated amortization resulted in a $1.4 million impact in fiscal 2021, a $5.7 million impact in fiscal years 2022 Impairment of long-lived assets and amortizable intangibles: The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. No other triggering events were identified and no other impairments were recorded for property, plant, and equipment or amortizable intangibles during fiscal years 2023, 2022, and 2021. Impairment of goodwill and indefinite-lived intangible assets: To analyze goodwill, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company had five reporting units for our 2023, 2022, and 2021 goodwill impairment assessment performed on April 1 of each of the respective fiscal years, the date of our annual goodwill impairment assessment. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. For fiscal 2023, the Company also performed a qualitative assessment of the acquired in-process research and development assets to determine whether changes in events, circumstances, or the probability of successful development and commercialization of the assets indicated that it is more likely than not that the fair value of the acquired assets are less than its carrying amount. Based on the analysis, the Company determined there was no indication of impairment of the indefinite-lived intangible assets. On September 1, 2022, the Company completed the sale of its equity shares of Eminence for approximately $17.8 million to a third party. Eminence was considered a variable-interest entity that was fully consolidated in our financial statements. Prior to the sale, Eminence had revenue of $2.0 million for the first fiscal quarter of 2023 within our Protein Sciences segment. Fiscal 2022 revenues were $4.6 million. As a result of the sale of the business, the Company recorded a gain of $11.7 million within the Other income (expense) line in the Consolidated Statement of Earnings. Prior to the sale of Eminence, a triggering event was identified in the second quarter of fiscal 2022 and impairment testing was performed as Eminence was forecasted to not have sufficient cash to execute on their growth plan combined with their inability to secure additional financing. Our impairment testing resulted in a full impairment of the Eminence goodwill and intangibles assets for charges of $8.3 million and $8.6 million, respectively In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units’ fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit’s results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment. Investments: The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $92 million in annual revenue or $55 million in EBITDA at any point prior to December 31, 2027. During the quarter ended March 31, 2023, the Company determined that Wilson Wolf had met the EBITDA target. On March 31, 2023, the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $226 million in annual revenue or $136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to pay approximately $1 billion plus potential consideration for revenue in excess of the revenue milestone. The investment in Wilson Wolf is accounted for as an equity method investment under ASC 323 and included within our consolidated financials on a one month lag. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. For the year ended June 30, 2023, there was $1.1 million of loss recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. The Company’s total investment of $256 million as of June 30, 2023 is included within Other assets on the Consolidated Balance Sheet. Restructuring actions: Fiscal Year 2023 Restructuring Actions: QT Holdings Corporation (Quad) In August 2022, the Company informed employees of our decision to close our Quad facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring activities, an estimated pre-tax charge of $2.2 million was recorded within our Protein Sciences segment for the year ended June 30, 2023. The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands): Employee Asset severance impairment and other Total Selling, general and administrative $ 1,328 $ 842 $ 2,170 Employee Asset severance impairment and other Total Expense incurred in the first quarter of 2023 $ 1,328 $ 842 $ 2,170 Cash payments (1,233) (772) (2,005) Adjustments (95) (70) (165) Accrued restructuring actions balances as of June 30, 2023 $ — $ — $ — Protein Sciences realignment In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to high growth areas of the business. Additional actions were taken in June 2023 primarily related to the sales organization. The actions impacted a limited number of employees and are expected to be completed in the first quarter of fiscal 2024. As a result of the realignment, a pre-tax charge of $1.7 million related to employee severance was recorded in the Selling, general and administrative line of operating income within our Protein Sciences segment during the year ended June 30, 2023. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee severance Expense incurred in the second quarter of 2023 $ 780 Expense incurred in the fourth quarter of 2023 897 Cash payments (762) Adjustments (18) Accrued restructuring actions balances as of June 30, 2023 $ 897 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) During the second quarter of fiscal 2022, the Company also incurred a restructuring charge of $0.2 million related to employee severance for the relocation of a US plant. This was completed during fiscal 2023 and there are no remaining liabilities related to this relocation as of June 30, 2023. This charge was recorded within Other current liabilities as of June 30, 2022. Fiscal 2023 cash payments did not materially differ from the charge recorded in fiscal 2022. Other Significant Accounting Policies The following table includes a reference to additional significant accounting policies that are described in other notes to the financial statements, including the note number: Policy Note Fair value measurements 5 Leases 7 Earnings per share 9 Share-based compensation 10 Operating segments 13 Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. In March 2020 , , Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Scope. , |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Jun. 30, 2023 | |
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 $0.9 million. We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date. The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were not material as of June 30, 2023. 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 June 30, 2023 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 June 30, 2023 and June 30, 2022 were approximately $24.6 million and $25.5 million, respectively. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 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: Year ended June 30, 2023 2022 2021 Consumables $ 917,733 $ 890,874 $ 751,985 Instruments 112,085 120,758 93,782 Services 85,784 71,988 66,416 Total product and services revenue, net 1,115,602 $ 1,083,620 912,183 Royalty revenues 21,100 21,979 18,849 Total revenues, net $ 1,136,702 $ 1,105,599 $ 931,032 Revenue by geography is as follows: Year Ended June 30, 2023 2022 2021 United States $ 642,465 $ 614,107 $ 502,080 EMEA, excluding United Kingdom 220,230 219,055 204,264 United Kingdom 49,457 48,637 40,945 APAC, excluding Greater China 73,190 76,139 69,013 Greater China 113,868 112,438 87,556 Rest of World 37,492 35,223 27,174 Net Sales $ 1,136,702 $ 1,105,599 $ 931,032 |
Supplemental Balance Sheet and
Supplemental Balance Sheet and Cash Flow Information | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Supplemental Balance Sheet and Cash Flow Information | Note Supplemental Balance Sheet and Cash Flow Information : Inventories: Inventories consist of (in thousands): June 30, 2023 2022 Raw materials $ 84,551 $ 79,291 Finished goods (1) 92,474 66,943 Inventories, net $ 177,025 $ 146,234 (1) Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, 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): June 30, 2023 2022 Land $ 9,100 $ 8,572 Buildings and improvements 245,302 229,551 Machinery and equipment 190,019 174,813 Construction in progress 15,491 21,729 Property and equipment, cost 459,912 434,665 Accumulated depreciation and amortization (233,712) (211,423) Property and equipment, net $ 226,200 $ 223,242 Intangibles assets were comprised of the following (in thousands): Useful Life June 30, (years) 2023 2022 Developed technology 9 - 15 $ 616,311 $ 542,038 Trade names 2 - 20 146,945 146,457 Customer relationships 7 - 16 213,878 225,882 Patents 10 3,815 3,313 Other intangibles 5 - 15 11,566 6,306 Definite-lived intangible assets 992,515 923,996 Accumulated amortization (480,570) (415,174) Definite-lived intangibles assets, net 511,945 508,822 In process research and development 22,700 22,700 Total intangible assets, net $ 534,645 $ 531,522 Changes to the carrying amount of net intangible assets consist of (in thousands): June 30, 2023 2022 Beginning balance $ 531,522 $ 615,968 Acquisitions 75,600 — Other additions (1) 5,710 293 Amortization expense (77,491) (74,147) Currency translation (696) (2,029) Eminence impairment — (8,563) Ending balance $ 534,645 $ 531,522 (1) Amortization expense related to developed technologies included in cost of sales was $44.3 million, $40.6 million, and $36.5 million in fiscal 2023, 2022, and 2021, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.5 million, and $28.4 million, in fiscal 2023, 2022, and 2021 respectively. The estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands): 2024 $ 75,331 2025 72,056 2026 68,089 2027 57,920 2028 54,470 Thereafter 184,079 Total $ 511,945 Goodwill: Changes in goodwill by segment and in total consist of (in thousands): Diagnostics and Protein Sciences Genomics Total June 30, 2021 $ 392,717 $ 450,350 $ 843,067 Acquisitions — (4,407) (4,407) Eminence impairment (8,275) — (8,275) Currency translation (7,949) (335) (8,284) June 30, 2022 $ 376,493 $ 445,608 $ 822,101 Acquisitions 51,257 — 51,257 Currency translation (723) 102 (621) June 30, 2023 $ 427,027 $ 445,710 $ 872,737 Other Assets: Other assets consist of (in thousands): June 30, 2023 2022 Investment in Wilson Wolf $ 255,857 $ 25,000 Derivative instruments 16,857 11,026 Long-term inventory 5,387 5,111 Other 7,201 5,691 Other assets $ 285,302 $ 46,828 Supplemental Cash Flow Information: Supplemental cash flow information was as follows (in thousands): Year Ended June 30, 2023 2022 2021 Income taxes paid $ 88,428 $ 30,341 $ 20,952 Interest paid 8,368 11,027 13,576 Non-cash activities: Acquisition-related liabilities (1) 12,100 20,400 23,600 Other intangibles (2) — — 4,000 (1) Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5. (2) $4.0 million of the third party patented technology acquired in fiscal 2021 was a non-cash activity within the consolidated statement of cash flows as a cash payment was not made within the fiscal year ended June 30, 2021. |
Acquisitions
Acquisitions | 12 Months Ended |
Jun. 30, 2023 | |
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. The transaction was accounted for in accordance with ASC 805, Business Combinations. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Protein Sciences operating segment in the first quarter of fiscal year 2023. The allocation of purchase price consideration related to Namocell, Inc was completed in the fourth quarter of fiscal 2023. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $6.4 million and $9.3 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands): Preliminary allocation at acquisition date Adjustments to fair value Final allocation at June 30, 2023 Current assets, net of cash $ 3,248 $ $ 3,248 Equipment and other long-term assets 405 405 Intangible assets: Developed technologies 73,900 73,900 Tradenames 700 700 Customer relationships 900 900 Non-competition agreement 100 100 Goodwill 51,051 206 51,257 Total assets acquired 130,304 206 130,510 Liabilities 546 546 Deferred income taxes, net 17,974 206 18,180 Net assets acquired $ 111,784 $ — $ 111,784 Cash paid, net of cash acquired 101,184 101,184 Contingent consideration payable 10,600 10,600 Net assets acquired $ 111,784 $ — $ 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 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 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 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. There were no acquisitions in fiscal 2022. Fiscal year 2021 Acquisitions Eminence Biotechnology On October 20, 2020, the Company acquired 47.6% of the outstanding equity shares of Eminence for approximately $9.8 million, net of cash acquired. The fair value of the noncontrolling interest of $9.0 million included in the consolidated balance sheet was a non-cash activity within the statement of cash flows. Eminence is considered a variable interest entity as it is an early stage biotechnology company that required additional funding through a subsequent equity investment, which was used to fund Eminence’s expansion and GMP manufacturing capabilities within China. On April 2, 2021, the Company invested approximately $6 million of additional funding into Eminence, increasing our percentage of outstanding equity shares to 57.4%. The Company was considered the primary beneficiary at the time of initial acquisition given the Company was the largest shareholder coupled with its ability to exercise significant influence over the entity. As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with ASC 805, Business Combinations The goodwill recorded as result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The fair value of the noncontrolling interest in Eminence was calculated utilizing cash flow projections discounted to the acquisition date and control premiums calculated using market data. Acquired goodwill is not deductible for income tax purposes. The business became part of the Protein Sciences reportable segment in the second quarter of fiscal year 2021. Purchase accounting was finalized during fiscal 2021. Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management’s assessment. The purchase price allocated to developed technology and customer relationships was based on management’s forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the 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 Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 10 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 calculation of acquired NOLs. The Company identified a triggering event related to Eminence during the second quarter of fiscal 2022 and further sold our outstanding shares of Eminence in the first quarter of fiscal 2023. Refer to Note 1 for further details relating to the triggering event and related impairment recorded as well as the details of the sale. Asuragen, Inc. On April 6, 2021, the Company acquired all of the ownership interests of Asuragen, Inc. (Asuragen) for approximately $216 million, net of cash acquired, plus contingent consideration of up to $105.0 million, subject to certain revenue thresholds. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’ product portfolio and the expected revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Diagnostics and Genomics operating segment in the fourth quarter of fiscal 2021. Purchase accounting was finalized during fiscal 2022 with an adjustment of $4.4 million to deferred tax amounts and goodwill. Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology, in-process research and development, and customer relationships was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 14 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 16 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 Consolidated Statement of Earnings and Comprehensive Income. The amortization period for trade names and the non-competition agreement is estimated to be 5 years and 3 years, respectively. 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 calculation of acquired net operating losses. The aggregate purchase price of the acquisitions was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed for the fiscal year 2021 acquisitions (in thousands): Asuragen Eminence Current assets, net of cash $ 10,422 $ 3,145 Equipment and other long-term assets 3,762 1,639 Intangible assets: Developed technology 107,000 6,778 In-process research and development 22,700 — Customer relationships 11,700 2,133 Trade names 2,000 — Non-competition agreement 1,000 — Goodwill 90,563 7,848 Total assets acquired 249,147 21,543 Liabilities 4,963 1,436 Deferred income taxes, net 10,297 1,357 Net assets acquired $ 233,887 $ 18,750 Cash paid, net of cash acquired 215,587 9,765 Contingent consideration payable 18,300 8,985 Net assets acquired $ 233,887 $ 18,750 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Fair Value Measurements | Note Fair Value Measurements: The Company’s financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, 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 June 30, Inputs Considered as 2023 Level 1 Level 2 Level 3 Assets Exchange traded securities (1) $ 23,739 $ 23,739 $ — $ — Derivative instruments - cash flow hedges (3) 16,857 — 16,857 — Total assets $ 40,596 $ 23,739 $ 16,857 $ — Liabilities Contingent consideration $ 3,500 $ — $ — $ 3,500 Total liabilities $ 3,500 $ — $ — $ 3,500 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 (3) 11,026 — 11,026 — Total assets $ 85,488 $ 74,462 $ 11,026 $ — Liabilities Contingent consideration $ 5,000 $ — $ — $ 5,000 Derivative instruments - cash flow hedges (3) 476 — 476 — Total liabilities $ 5,476 $ — $ 476 $ 5,000 (1) Included in available-for-sale investments on the balance sheet. The cost basis of these exchange traded investment grade bond funds as of both June 30, 2023 and June 30, 2022 was $25.0 million. The fair value of these exchange traded investment grade bond funds as of June 30, 2023, and June 30, 2022, was $23.7 million and $23.9 million, respectively. During the quarter ended September 30, 2022, the Company sold all of its outstanding shares of ChemoCentryx Inc (CCXI). The cost basis and fair value of the Company’s available-for-sale equity investment in CCXI was $6.6 million and $36.0 million at June 30, 2022, respectively. (2) Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year. (3) Derivative assets are included in other assets on the balance sheet as of June 30, 2023 and June 30, 2022. Derivative liabilities as of June 30, 2022 are included in other current liabilities on the balance sheet. Fair value measurements of available for sale securities 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 agreement matured in October 2022 and there was no fair value recorded on the Consolidated Balance Sheet as of June 30, 2023. The fair value of the designated derivative instrument was $0.5 million, and was recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces 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 was November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $15.4 million and $11.0 million as of June 30, 2023 and June 30, 2022, respectively, which is recorded within other assets on the Consolidated Balance Sheet. In March 2023, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $100 million of notional principal amount. The effective date of the swap was April 2023 with the full swap maturing in April 2025. The fair value of the derivative instrument was $1.5 million as of June 30, 2023, and is recorded within other assets on the Consolidated Balance Sheet. Changes in the fair value of the designated hedged instrument 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 $4.5 million to interest income and related tax expense of $1.1 million during the year ended June 30, 2023. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the fiscal year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they are only recorded within the effective period of the cash flow hedge. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities. Fair value measurements of contingent consideration The Company has $3.5 million in contingent consideration recorded as of June 30, 2023, 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. As of June 30, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones. The Asuragen contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities for the Asuragen acquisition was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. The contingent consideration related to the December 31, 2023 Asuragen threshold was $2.0 million as of June 30, 2023. Contingent consideration was $5.0 million as of June 30, 2022. 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. The Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. As of June 30, 2023, the remaining contingent consideration related to Namocell was $1.5 million. As of June 30, 2023 , the Company's obligation for potential contingent consideration payments related to the B-Mogen acquisitions 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. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2022. During the first quarter of fiscal 2022 , . The ultimate settlement of contingent consideration liabilities for the Asuragen and Namocell acquisitions 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): June 30, 2023 2022 Fair value at the beginning of period $ 5,000 $ 29,400 Purchase price contingent consideration (Note 4) 10,600 — Change in fair value of contingent consideration (12,100) (20,400) Payments — (4,000) Fair value at the end of period $ 3,500 $ 5,000 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 | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Debt and Other Financing Arrangements | Note . 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 June 30, 2023, the outstanding balance under the Credit Agreement was $350.0 million. |
Leases
Leases | 12 Months Ended |
Jun. 30, 2023 | |
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 determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2023, the Company recognized $4.4 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2023, the Company also recognized $15.9 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income. The following table summarizes the balance sheet classification of the Company’s operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases (asset and liability amounts are in thousands): As of June 30, Balance Sheet Classification 2023 Operating leases: Operating lease right of use assets Right of Use Asset $ 98,326 Current operating lease liabilities Operating lease liabilities - current $ 11,199 Noncurrent operating lease liabilities Operating lease liabilities 93,766 Total operating lease liabilities $ 104,965 Weighted average remaining lease term (in years): 9.33 Weighted average discount rate (%): 4.27 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 year ended June 30, 2023 (in thousands): Year ended June 30, 2023 Cash amounts paid on operating lease liabilities (1) $ 14,934 Right of use assets obtained in exchange for lease liabilities $ 48,103 (1) Total cash paid for the Company’s operating leases during the year ended June 30, 2023 include cash amounts paid on operating lease liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity . The following table summarizes payments by date for the Company’s operating leases, which is then reconciled to our total lease obligation (in thousands): June 30, 2023 Operating Leases 2024 $ 15,167 2025 14,957 2026 15,097 2027 12,484 2028 12,482 Thereafter 59,715 Total $ 129,902 Less: Amounts representing interest 24,937 Total lease obligations $ 104,965 Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes 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, the Company is not reasonably certain to exercise such options. |
Supplemental Equity and Accumul
Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information | Note Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information: Equity The Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021. During the years ended June 30, 2023, June 30, 2022 and June 30, 2021, the Company repurchased 222,000 shares at an average share price of $88.12, 1,576,952 shares at an average share price of $102.06, and 480,000 shares at an average share price of $89.95, respectively. The Company’s accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders’ Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively. Accumulated Other Comprehensive Income (loss) Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance June 30, 2020 (3) $ (13,253) $ (83,946) $ (97,199) Other comprehensive income (loss) before reclassifications 100 32,848 32,948 Reclassification from loss on derivatives to interest expense, net of taxes (1) 6,960 — 6,960 Balance June 30, 2021 (3) $ (6,193) $ (51,098) $ (57,291) Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne (2) 9,403 (32,171) (22,768) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne (1) 4,859 — 4,859 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 (2) 8,246 4,191 12,437 Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne (1) (3,453) — (3,453) Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne — 152 152 Balance as of June 30, 2023 (2) $ 12,862 $ (78,926) $ (66,064) (1) Gains (losses) on the interest swap will be reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $4,526 to interest income and recorded a related tax expense of $1,073 during fiscal 2023. The Company reclassified $6,352 to interest expense and recorded a related tax benefit of $1,493 during fiscal 2022. The Company reclassified $8,598 to interest expense and $512 to non-operating income relating to variable interest payments that were probable not to occur for the fiscal year ended June 30, 2021. The Company also recorded a related tax benefit of $2,150 during fiscal 2021 . (2) Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $33 and $70 attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively. (3) The Company had a net deferred tax liability of $3,995 and $2,480 as of June 30, 2023, and June 30, 2022, respectively, and a net deferred tax benefit of $1,908 as of June 30, 2021. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Earnings Per Share | Note Earnings Per Share: The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts): Year Ended June 30, 2023 2022 2021 Earnings per share – basic: Net earnings, including noncontrolling interest 285,442 263,099 139,585 Less net earnings (loss) attributable to noncontrolling interest 179 (8,952) (825) Net earnings attributable to Bio-Techne $ 285,263 $ 272,051 $ 140,410 Income allocated to participating securities (70) (121) (86) Income available to common shareholders $ 285,193 $ 271,930 $ 140,324 Weighted-average shares outstanding – basic 157,179 156,874 154,986 Earnings per share – basic $ 1.81 $ 1.73 $ 0.91 Earnings per share – diluted: Net earnings, including noncontrolling interest $ 285,442 $ 263,099 $ 139,585 Less net earnings (loss) attributable to noncontrolling interest 179 (8,952) (825) Net earnings attributable to Bio-Techne 285,263 272,051 140,410 Income allocated to participating securities (70) (121) (86) Income available to common shareholders $ 285,193 $ 271,930 $ 140,324 Weighted-average shares outstanding – basic 157,179 156,874 154,986 Dilutive effect of stock options and restricted stock units 4,676 7,240 6,946 Weighted-average common shares outstanding – diluted 161,855 164,114 161,932 Earnings per share – diluted $ 1.76 $ 1.66 $ 0.87 Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period. The dilutive effect of stock options in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 4.5 million, 2.8 million, and 2.4 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively. |
Share-based Compensation and Ot
Share-based Compensation and Other Benefit Plans | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Share-based Compensation and Other Benefit Plans | Note Share-based Compensation and Other Benefit Plans: The cost of employee services received in exchange for the award of equity instruments is based on the fair value of the award at the date of grant. Compensation cost is recognized using a straight-line method over the vesting period and is net of estimated forfeitures. Stock option exercises and stock awards are satisfied through the issuance of new shares. Equity incentive plan: The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used: Year Ended June 30, 2023 2022 2021 Dividend yield 0.34 % 0.27 % 0.47 % Expected volatility 30%-36 % 27%-33 % 25%-30 % Risk-free interest rates 2.8%-4.4 % 0.6%-2.6 % 0.2%-0.7 % Expected lives (years) 4.7 4.3 4.4 The dividend yield is based on the Company’s historical annual cash dividend divided by the market value of the Company’s common stock. The expected annualized volatility is based on the Company’s historical stock price over a period equivalent to the expected life of the option granted. The risk-free interest rate is based on U.S. Treasury constant maturity interest rates with a term consistent with the expected life of the options granted. Stock option activity under the Plans for the three years ended June 30, 2023, consists of the following (shares in thousands): Weighted Aggregate Weighted Number of Average Intrinsic Average Shares (in Exercise Value Contractual thousands) Price (millions) Life (years) Outstanding at June 30, 2020 14,435 $ 35.07 Granted 3,051 69.44 Forfeited (109) 53.58 Exercised (2,509) 28.13 Outstanding at June 30, 2021 14,868 $ 43.16 Granted 1,390 120.15 Forfeited (539) 87.05 Exercised (2,450) 33.61 Outstanding at June 30, 2022 13,269 $ 51.20 Granted 2,351 93.81 Forfeited and Expired (118) 85.99 Exercised (1,578) 29.48 Outstanding at June 30, 2023 13,924 $ 60.56 $ 843.3 3.4 Exercisable at June 30, 2021: 7,057 31.61 Exercisable at June 30, 2022: 7,797 36.99 Exercisable at June 30, 2023: 8,641 44.76 386.7 2.4 The weighted average fair value of options granted during fiscal 2023, 2022, and 2021 was $29.53, $29.78, and $14.94, respectively. The total intrinsic value of options exercised during fiscal 2023, 2022, and 2021 were $90.2 million, $209.3 million, and $145.6 million, respectively. The total fair value of options vested during fiscal 2023, 2022, and 2021 were $46.5 million, $82.3 million, and $70.5 million, respectively. Restricted common stock activity under the Plans for the three years ended June 30, 2023, consists of the following (units in thousands): Weighted Average Weighted Remaining Number of Average Grant Contractual Shares (in Date Fair Term thousands) Value (years) Unvested at June 30, 2020 110 $ 44.30 Granted 47 66.18 Vested (65) 42.91 Forfeited — — Unvested at June 30, 2021 92 $ 56.52 Granted 28 122.34 Vested (54) 54.57 Forfeited — — Unvested at June 30, 2022 66 $ 85.83 Granted 11 73.94 Vested (40) 78.85 Forfeited — — Unvested at June 30, 2023 37 $ 89.91 5.90 The total fair value of restricted shares that vested was $3.1 million for fiscal 2023, $2.9 million for fiscal 2022, and $2.8 million for fiscal 2021. Restricted stock unit activity under the Plans for the three years ended June 30, 2023, consists of the following (units in thousands): Weighted Average Weighted Remaining Number of Average Grant Contractual Units Date Fair Term (in thousands) Value (years) Outstanding at June 30, 2020 465 $ 39.81 Granted 123 75.20 Vested (206) 32.55 Forfeited — — Outstanding at June 30, 2021 382 $ 55.13 Granted 110 117.60 Vested (145) 44.62 Forfeited (45) 104.34 Outstanding at June 30, 2022 302 $ 75.54 Granted 107 90.96 Vested (123) 52.34 Forfeited (3) 106.13 Outstanding at June 30, 2023 283 $ 91.10 5.32 The total fair value of restricted stock units that vested was $6.4 million for fiscal 2023, $6.5 million for fiscal 2022, and $6.7 million for fiscal 2021. The restricted stock units vest over a three-year period. Stock-based compensation cost, inclusive of payroll taxes, of $39.3 million, $44.0 million, and $46.4 million was included in selling, general and administrative expense in fiscal 2023, 2022 and 2021, respectively. Additionally, stock-based compensation costs, inclusive of payroll taxes, of $1.0 million, $1.4 million, and $1.6 million was included in cost of goods sold in 2023, 2022, and 2021, respectively. As of June 30, 2023, there was $27.4 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock which will be expensed in fiscal 2024 through 2026 using a 4.5% forfeiture rate. The weighted average period over which the compensation cost is expected to be recognized is 2.2 years. Employee stock purchase plan: Profit sharing and savings plans: Performance incentive programs: |
Other Income _ (Expense)
Other Income / (Expense) | 12 Months Ended |
Jun. 30, 2023 | |
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 (in thousands): Year Ended June 30, 2023 2022 2021 Interest expense $ (11,215) $ (11,309) $ (13,952) Interest income 3,410 794 473 Gain (loss) on investment (1) 49,328 15,186 (68,047) Gain (loss) on equity method investment (1,143) — — Other non-operating income (expense), net (1) (665) 125 (7,595) Total other income (expense) $ 39,715 4,796 $ (89,121) (1) |
Income Taxes
Income Taxes | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Income Taxes | Note Income Taxes: Income before income taxes was comprised of the following (in thousands): Year Ended June 30, 2023 2022 2021 Domestic $ 288,458 $ 255,118 $ 95,662 Foreign 50,201 46,268 52,513 Earnings before income taxes $ 338,659 $ 301,386 $ 148,175 The provision for income taxes consisted of the following (in thousands): Year Ended June 30, 2023 2022 2021 Taxes on income consist of: Current tax provision: Federal $ 59,810 $ 10,080 $ 15,179 State 12,753 6,663 6,681 Foreign 10,453 14,481 14,743 Total current tax provision 83,016 31,224 36,603 Deferred tax provision: Federal (28,829) 8,130 (20,812) State (2,414) 1,477 (4,962) Foreign 1,444 (2,544) (2,239) Total deferred tax provision (29,799) 7,063 (28,013) Total income tax provision $ 53,217 $ 38,287 $ 8,590 The Company’s effective income tax rate for fiscal 2023 was 15.7% vs 12.7% in the prior year. The change in the effective tax rate for fiscal 2023 and 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period. The Company’s effective income tax rate for fiscal 2022 was 12.7% vs 5.8% in the prior year. The change in the effective tax rate for fiscal 2022 and 2021 was driven by a mix of increased net income and the dilutive effect that the increased net income has on the favorable rate benefits, primarily related to share-based compensation excess tax benefits of $29.3 million in fiscal 2022. The Company’s discrete tax benefits in fiscal 2023, 2022, and 2021 primarily related to share-based compensation excess tax benefits of $12.3 million, $29.3 million, and $28.1 million, respectively. The following is a reconciliation of the federal tax calculated at the statutory rate to the actual income taxes provided: Year Ended June 30, 2023 2022 2021 Income tax expense at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.5 2.2 0.6 Research and development tax credit (1.3) (1.0) (1.8) Contingent consideration adjustment (0.8) (1.4) 0.8 Foreign tax rate differences (0.6) 0.4 0.8 (Gain)/loss on investment (0.7) 1.1 — Option exercises (3.3) (9.4) (16.9) U.S. taxation of foreign earnings 0.4 (0.1) (0.1) Foreign derived intangible income (3.4) (1.9) (5.1) Foreign withholding tax 1.5 — — Executive compensation limitations 0.8 1.9 6.5 Other, net (0.4) (0.10) 0.0 Effective tax rate 15.7 % 12.7 % 5.8 % Deferred taxes on the Consolidated Balance Sheets consisted of the following temporary differences (in thousands): June 30, 2023 2022 Inventory $ 10,906 $ 8,033 Net operating loss carryovers 20,315 27,948 Tax credit carryovers 9,218 13,131 Excess tax basis in equity investments 939 2,435 Deferred compensation 16,528 11,778 Lease liability 21,001 13,779 Capitalized R&D 21,081 — Other 4,379 8,585 Valuation allowance (9,344) (9,466) Deferred tax assets 95,023 76,223 Net unrealized gain on available-for-sale investments — (6,963) Intangible asset amortization (134,810) (133,672) Depreciation (21,449) (18,060) Right of use asset (20,021) (12,793) Derivative - cash flow hedge (3,995) (2,480) Other (3,730) (1,249) Deferred tax liabilities (184,005) (175,217) Net deferred income tax liabilities $ (88,982) $ (98,994) A deferred tax valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized. The valuation allowance as of June 30, 2023 was $9.3 million compared to $9.5 million in the prior year. As of June 30, 2023, the $9.3 million valuation allowance relates to certain foreign and state tax net operating loss and state credit carryforwards that existed at the date the Company completed various previous acquisitions as well as immaterial amounts generated after the acquisitions. The Company believes it is more likely than not that these tax carryovers will not be realized. As of June 30, 2023, the Company has federal operating loss carryforwards of approximately $52.7 million and state operating loss carryforwards of $142.7 million from its previous acquisitions, which are not limited under IRC Section 382. As of June 30, 2023, the Company has foreign net operating loss carryforwards of $3.2 million. Some of the net operating loss carryforwards expire between fiscal 2024 and 2036. Federal net operating loss carryforwards generated after December 31, 2017 have an indefinite carryforward period but the Company expects to be fully utilize these attributes by June 30, 2027. The Company has a deferred tax asset of $14.8 million, net of the valuation allowance discussed above, related to the net operating loss carryovers. As of June 30, 2023, the Company has federal and state tax credit carryforwards of $4.9 million and $5.4 million, respectively. The federal tax credit carryforwards expire between 2028 and 2040. The majority of the state credit carryforwards have no expiry date. The state credit carryforwards that have expiry dates have a full valuation allowance. The Company has a deferred tax asset of $6.1 million, net of the valuation allowance discussed above, related to the tax credit carryovers. As of June 30, 2023, the Company has approximately $219 million of undistributed earnings in its foreign subsidiaries. Approximately $99 million of these earnings are no longer considered permanently reinvested and the Company expects to be able to repatriate earnings on a tax neutral basis. The Company has not provided deferred taxes on approximately $120 million of undistributed earnings from non-U.S. subsidiaries as of June 30, 2023 which are indefinitely reinvested in operations. Because of the multiple entities as well as the complexities of laws and regulations by which to repatriate the earnings to minimize tax cost, it is not practical to determine the income tax liability that would be payable if such earnings were not reinvested indefinitely. A deferred tax liability will be recognized if the Company can no longer demonstrate that it plans to indefinitely reinvest the undistributed earnings. We continue to analyze our global working capital requirements and the potential tax liabilities that would be incurred if the non-U.S. subsidiaries distribute cash to the U.S. parent, which include local country withholding tax and potential U.S. state taxation. The following is a reconciliation of the beginning and ending balance of unrecognized tax benefits (in thousands): Year Ended June 30, 2023 2022 2021 Beginning balance $ 5,302 $ 7,271 $ 4,297 Additions due to acquisitions — 960 — Additions for tax positions of prior year — 304 4,038 Decrease in unrecognized tax benefits for prior year positions — (357) (778) Settlements — (2,860) (286) FX impact (11) (16) — Ending balances $ 5,291 $ 5,302 $ 7,271 Included in the balance of unrecognized tax benefits at June 30, 2023 are potential benefits of $5.3 million that, if recognized, would affect the effective tax rate on income from continuing operations. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company had $0.5 million of accrued interest and penalties as of June 30, 2023. The amount recorded for the periods ended June 30, 2022 was $0.3 million in accrued interest and penalties and for 2021 was immaterial. The Company does not believe it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase in the next twelve months. The Company files income tax returns in the U.S. federal and certain state tax jurisdictions, and several jurisdictions outside the U.S. The Company’s federal returns are subject to tax assessment for 2018 and subsequent years. State and foreign income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. |
Segment Information
Segment Information | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Segment Information | Note Segment Information: The Company operates under two operating segments, Protein Sciences and Diagnostics and Genomics. The Company’s Protein Sciences segment is comprised of the reagent solutions and analytical solutions. These businesses manufacture consumables used for conducting laboratory experiments by both industry and academic scientists within the biotechnology and biomedical life science fields. No customer in the Protein Sciences segment accounted for more than 10% of the segment’s net sales for the years ended June 30, 2023, 2022, and 2021. The Company’s Diagnostics and Genomics segment is comprised of diagnostics reagents, genomics, and molecular diagnostics, which includes our Exosome and Asuragen acquisitions. Diagnostics reagents develops and manufactures a range of controls and calibrators used with diagnostic equipment and as proficiency testing tools, as well as other reagents incorporated into diagnostic kits. Genomics and molecular diagnostics consists of exosome-based diagnostics products for various pathologies, as well as tissue-based in-situ hybridization assays for research in clinical use. No customer in the Diagnostics and Genomics segment accounted for more than 10% of the segment’s net sales for the fiscal years ended June 30, 2023, 2022, and 2021. There are no concentrations of business transacted with a particular customer or supplier or concentrations of revenue from a particular product or geographic area that would severely impact the Company in the near term. Following is financial information relating to the operating segments (in thousands): Year Ended June 30, 2023 2022 2021 Net sales: Protein Sciences $ 845,747 $ 832,311 $ 704,564 Diagnostics and Genomics 292,602 274,843 227,744 Intersegment (1,647) (1,555) (1,276) Consolidated net sales $ 1,136,702 $ 1,105,599 $ 931,032 Operating income: Protein Sciences $ 373,684 $ 377,623 $ 330,225 Diagnostics and Genomics 43,037 48,977 38,425 Segment operating income 416,721 426,600 368,650 Costs recognized on sale of acquired inventory (400) (1,596) (1,565) Amortization of intangibles (76,413) (73,054) (64,239) Impact of partially-owned consolidated subsidiaries (1) 647 (2,393) (1,505) Acquisition related expenses and other 9,965 19,070 (7,114) Eminence impairment — (18,715) — Stock based compensation, inclusive of employer taxes (41,217) (46,401) (51,846) Restructuring costs (3,829) (1,640) (142) Corporate general, selling, and administrative expenses (6,530) (5,281) (4,943) Consolidated operating income $ 298,944 $ 296,590 $ 237,296 (1) Adjusted operating income for fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company’s adjusted operating income. The Company has some integrated facilities that serve both segments. As such, asset and capital expenditure information by operating segment has not been provided and is not available, since the Company does not produce or utilize such information internally. In addition, although depreciation and amortization expense is a component of each operating segment’s operating results, it is not discretely identifiable. The Company has disclosed sales by geographic area based on the location of the customer or distributor in Note 2. The Company has disclosed dis-aggregated product and service revenue by consumables, instruments, and services in Note 2. The Company considers total instrument and total service revenue to represent similar groups of products in the fiscal years presented. The Company considered our consumables sold in the Protein Sciences and Diagnostics and Genomics segments to represent different groups of products and therefore have separately disclosed the related consumables revenue (in thousands) : Year Ended June 30, 2023 2022 2021 Consumables revenue - Protein Sciences $ 665,301 $ 646,952 $ 557,037 Consumables revenue - Diagnostics and Genomics 252,432 243,922 194,948 Total consumable revenue $ 917,733 $ 890,874 $ 751,985 The following is financial information relating to geographic areas (in thousands): Year ended June 30, 2023 2022 Long-lived assets: United States and Canada $ 203,657 $ 203,732 Europe 19,263 16,223 Asia 3,280 3,287 Total long-lived assets $ 226,200 $ 223,242 Intangible assets: United States and Canada $ 529,652 $ 523,536 Europe 4,553 6,281 Asia 440 1,705 Total intangible assets $ 534,645 $ 531,522 Long-lived assets are comprised of land, buildings and improvements and equipment, net of accumulated depreciation. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2023 | |
Notes to Financial Statements | |
Subsequent Events | Note Subsequent Events: On July 7, 2023, the Company completed the acquisition of Lunaphore Technologies SA for approximately $165 million, net of cash acquired. |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2023 | |
Policy Text Block [Abstract] | |
Use of estimates | Use of estimates: |
Principles of consolidation | Principles of consolidation: As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with ASC 805, Business Combinations . In applying 805 |
Translation of foreign financial statements | Translation of foreign financial statements |
Revenue recognition | Revenue recognition: ASC 606 |
Research and development | Research and development: |
Advertising costs | Advertising costs: |
Income taxes | Income taxes: |
Comprehensive income | Comprehensive income: |
Cash and cash equivalents | Cash and cash equivalents: |
Available-for-sale investment | Available-for-sale investments: |
Trade accounts receivable and allowances | Trade accounts receivable and allowances: |
Inventories | Inventories: For certain proteins, antibodies, and chemically based manufactured products, the Company produces larger batches of established products than current sales requirements due to economies of scale through a highly controlled manufacturing process. Accordingly, the manufacturing process for these products has and will continue to produce quantities in excess of forecasted usage. The Company forecasts usage for its products based on several factors including historical demand, current market dynamics, and technological advances. The Company forecasts product usage on an individual product level for a period that is consistent with our ability to reasonably forecast inventory usage for that product. There have been no material changes to the Company’s estimates of the net realizable value for excess and obsolete inventory or other types of inventory reserves and inventory cost adjustments in the fiscal years presented. Additionally, current and historical reserves recorded to reduce the cost of inventory to its net realizable value become part of the new cost basis for the inventory item in accordance with ASC 330 - Inventory |
Property and equipment | Property and equipment: |
Contingent Consideration | Contingent Consideration: |
Intangible assets | Intangible assets: Given the anticipated liquidation process to dispose of the Eminence assets, the Company identified a triggering event in the second quarter of fiscal 2022 and performed impairment testing. The impairment testing resulted in a full impairment of the Eminence intangible assets. Refer to the Impairment of Goodwill section as part of Note 1 for further details related to the triggering event and related impairment recorded. In conjunction with the Asuragen acquisition that occurred in fiscal year 2021, the Company reassessed the useful life of a tradename from a previous acquisition due to the planned integration and cobranding strategy developed with the most recent transaction. As a result, the Company accelerated the amortization of the trade name to be consistent with the life used for the Asuragen trade name. The accelerated amortization resulted in a $1.4 million impact in fiscal 2021, a $5.7 million impact in fiscal years 2022 |
Impairment of long-lived assets and amortizable intangibles | Impairment of long-lived assets and amortizable intangibles: The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results may differ from assumed and estimated amounts. No other triggering events were identified and no other impairments were recorded for property, plant, and equipment or amortizable intangibles during fiscal years 2023, 2022, and 2021. |
Impairment of goodwill and indefinite-lived intangible assets | Impairment of goodwill and indefinite-lived intangible assets: To analyze goodwill, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company had five reporting units for our 2023, 2022, and 2021 goodwill impairment assessment performed on April 1 of each of the respective fiscal years, the date of our annual goodwill impairment assessment. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. For fiscal 2023, the Company also performed a qualitative assessment of the acquired in-process research and development assets to determine whether changes in events, circumstances, or the probability of successful development and commercialization of the assets indicated that it is more likely than not that the fair value of the acquired assets are less than its carrying amount. Based on the analysis, the Company determined there was no indication of impairment of the indefinite-lived intangible assets. On September 1, 2022, the Company completed the sale of its equity shares of Eminence for approximately $17.8 million to a third party. Eminence was considered a variable-interest entity that was fully consolidated in our financial statements. Prior to the sale, Eminence had revenue of $2.0 million for the first fiscal quarter of 2023 within our Protein Sciences segment. Fiscal 2022 revenues were $4.6 million. As a result of the sale of the business, the Company recorded a gain of $11.7 million within the Other income (expense) line in the Consolidated Statement of Earnings. Prior to the sale of Eminence, a triggering event was identified in the second quarter of fiscal 2022 and impairment testing was performed as Eminence was forecasted to not have sufficient cash to execute on their growth plan combined with their inability to secure additional financing. Our impairment testing resulted in a full impairment of the Eminence goodwill and intangibles assets for charges of $8.3 million and $8.6 million, respectively In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units’ fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit’s results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment. |
Investments | Investments: The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $92 million in annual revenue or $55 million in EBITDA at any point prior to December 31, 2027. During the quarter ended March 31, 2023, the Company determined that Wilson Wolf had met the EBITDA target. On March 31, 2023, the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $226 million in annual revenue or $136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to pay approximately $1 billion plus potential consideration for revenue in excess of the revenue milestone. The investment in Wilson Wolf is accounted for as an equity method investment under ASC 323 and included within our consolidated financials on a one month lag. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. For the year ended June 30, 2023, there was $1.1 million of loss recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. The Company’s total investment of $256 million as of June 30, 2023 is included within Other assets on the Consolidated Balance Sheet. |
Restructuring actions | Restructuring actions: Fiscal Year 2023 Restructuring Actions: QT Holdings Corporation (Quad) In August 2022, the Company informed employees of our decision to close our Quad facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring activities, an estimated pre-tax charge of $2.2 million was recorded within our Protein Sciences segment for the year ended June 30, 2023. The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands): Employee Asset severance impairment and other Total Selling, general and administrative $ 1,328 $ 842 $ 2,170 Employee Asset severance impairment and other Total Expense incurred in the first quarter of 2023 $ 1,328 $ 842 $ 2,170 Cash payments (1,233) (772) (2,005) Adjustments (95) (70) (165) Accrued restructuring actions balances as of June 30, 2023 $ — $ — $ — Protein Sciences realignment In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to high growth areas of the business. Additional actions were taken in June 2023 primarily related to the sales organization. The actions impacted a limited number of employees and are expected to be completed in the first quarter of fiscal 2024. As a result of the realignment, a pre-tax charge of $1.7 million related to employee severance was recorded in the Selling, general and administrative line of operating income within our Protein Sciences segment during the year ended June 30, 2023. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee severance Expense incurred in the second quarter of 2023 $ 780 Expense incurred in the fourth quarter of 2023 897 Cash payments (762) Adjustments (18) Accrued restructuring actions balances as of June 30, 2023 $ 897 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) During the second quarter of fiscal 2022, the Company also incurred a restructuring charge of $0.2 million related to employee severance for the relocation of a US plant. This was completed during fiscal 2023 and there are no remaining liabilities related to this relocation as of June 30, 2023. This charge was recorded within Other current liabilities as of June 30, 2022. Fiscal 2023 cash payments did not materially differ from the charge recorded in fiscal 2022. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. In March 2020 , , Facilitation of the Effects of Reference Rate Reform on Financial Reporting Reference Rate Reform (Topic 848): Scope. , |
Fair Value | The Company’s financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, 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. |
Leases | As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company’s incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. |
Earnings Per Share | Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period. |
Share-Based Compensation | The cost of employee services received in exchange for the award of equity instruments is based on the fair value of the award at the date of grant. Compensation cost is recognized using a straight-line method over the vesting period and is net of estimated forfeitures. Stock option exercises and stock awards are satisfied through the issuance of new shares. |
Segments | The Company operates under two operating segments, Protein Sciences and Diagnostics and Genomics. The Company’s Protein Sciences segment is comprised of the reagent solutions and analytical solutions. These businesses manufacture consumables used for conducting laboratory experiments by both industry and academic scientists within the biotechnology and biomedical life science fields. No customer in the Protein Sciences segment accounted for more than 10% of the segment’s net sales for the years ended June 30, 2023, 2022, and 2021. The Company’s Diagnostics and Genomics segment is comprised of diagnostics reagents, genomics, and molecular diagnostics, which includes our Exosome and Asuragen acquisitions. Diagnostics reagents develops and manufactures a range of controls and calibrators used with diagnostic equipment and as proficiency testing tools, as well as other reagents incorporated into diagnostic kits. Genomics and molecular diagnostics consists of exosome-based diagnostics products for various pathologies, as well as tissue-based in-situ hybridization assays for research in clinical use. No customer in the Diagnostics and Genomics segment accounted for more than 10% of the segment’s net sales for the fiscal years ended June 30, 2023, 2022, and 2021. There are no concentrations of business transacted with a particular customer or supplier or concentrations of revenue from a particular product or geographic area that would severely impact the Company in the near term. |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Protein Sciences | QT Holdings Corporation | |
Notes Tables | |
Schedule of restructuring charges | The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands): Employee Asset severance impairment and other Total Selling, general and administrative $ 1,328 $ 842 $ 2,170 Employee Asset severance impairment and other Total Expense incurred in the first quarter of 2023 $ 1,328 $ 842 $ 2,170 Cash payments (1,233) (772) (2,005) Adjustments (95) (70) (165) Accrued restructuring actions balances as of June 30, 2023 $ — $ — $ — |
Protein Sciences | Employee Severance [Member] | |
Notes Tables | |
Schedule of restructuring charges | Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee severance Expense incurred in the second quarter of 2023 $ 780 Expense incurred in the fourth quarter of 2023 897 Cash payments (762) Adjustments (18) Accrued restructuring actions balances as of June 30, 2023 $ 897 |
Diagnostics and Genomics | |
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) | 12 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedules of disaggregated revenue | Year ended June 30, 2023 2022 2021 Consumables $ 917,733 $ 890,874 $ 751,985 Instruments 112,085 120,758 93,782 Services 85,784 71,988 66,416 Total product and services revenue, net 1,115,602 $ 1,083,620 912,183 Royalty revenues 21,100 21,979 18,849 Total revenues, net $ 1,136,702 $ 1,105,599 $ 931,032 Revenue by geography is as follows: Year Ended June 30, 2023 2022 2021 United States $ 642,465 $ 614,107 $ 502,080 EMEA, excluding United Kingdom 220,230 219,055 204,264 United Kingdom 49,457 48,637 40,945 APAC, excluding Greater China 73,190 76,139 69,013 Greater China 113,868 112,438 87,556 Rest of World 37,492 35,223 27,174 Net Sales $ 1,136,702 $ 1,105,599 $ 931,032 |
Supplemental Balance Sheet an_2
Supplemental Balance Sheet and Cash Flow Information (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of inventories | Inventories consist of (in thousands): June 30, 2023 2022 Raw materials $ 84,551 $ 79,291 Finished goods (1) 92,474 66,943 Inventories, net $ 177,025 $ 146,234 (1) Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, 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): June 30, 2023 2022 Land $ 9,100 $ 8,572 Buildings and improvements 245,302 229,551 Machinery and equipment 190,019 174,813 Construction in progress 15,491 21,729 Property and equipment, cost 459,912 434,665 Accumulated depreciation and amortization (233,712) (211,423) Property and equipment, net $ 226,200 $ 223,242 |
Schedule of intangible assets | Intangibles assets were comprised of the following (in thousands): Useful Life June 30, (years) 2023 2022 Developed technology 9 - 15 $ 616,311 $ 542,038 Trade names 2 - 20 146,945 146,457 Customer relationships 7 - 16 213,878 225,882 Patents 10 3,815 3,313 Other intangibles 5 - 15 11,566 6,306 Definite-lived intangible assets 992,515 923,996 Accumulated amortization (480,570) (415,174) Definite-lived intangibles assets, net 511,945 508,822 In process research and development 22,700 22,700 Total intangible assets, net $ 534,645 $ 531,522 |
Schedule of changes in carrying amount of net intangible assets | Changes to the carrying amount of net intangible assets consist of (in thousands): June 30, 2023 2022 Beginning balance $ 531,522 $ 615,968 Acquisitions 75,600 — Other additions (1) 5,710 293 Amortization expense (77,491) (74,147) Currency translation (696) (2,029) Eminence impairment — (8,563) Ending balance $ 534,645 $ 531,522 |
Schedule of estimated future amortization expense for intangible assets | The estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands): 2024 $ 75,331 2025 72,056 2026 68,089 2027 57,920 2028 54,470 Thereafter 184,079 Total $ 511,945 |
Schedule of changes to the carrying amount of goodwill | Changes in goodwill by segment and in total consist of (in thousands): Diagnostics and Protein Sciences Genomics Total June 30, 2021 $ 392,717 $ 450,350 $ 843,067 Acquisitions — (4,407) (4,407) Eminence impairment (8,275) — (8,275) Currency translation (7,949) (335) (8,284) June 30, 2022 $ 376,493 $ 445,608 $ 822,101 Acquisitions 51,257 — 51,257 Currency translation (723) 102 (621) June 30, 2023 $ 427,027 $ 445,710 $ 872,737 |
Schedule of other assets | Other assets consist of (in thousands): June 30, 2023 2022 Investment in Wilson Wolf $ 255,857 $ 25,000 Derivative instruments 16,857 11,026 Long-term inventory 5,387 5,111 Other 7,201 5,691 Other assets $ 285,302 $ 46,828 |
Schedule of supplemental cash flow information | Supplemental cash flow information was as follows (in thousands): Year Ended June 30, 2023 2022 2021 Income taxes paid $ 88,428 $ 30,341 $ 20,952 Interest paid 8,368 11,027 13,576 Non-cash activities: Acquisition-related liabilities (1) 12,100 20,400 23,600 Other intangibles (2) — — 4,000 (1) Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5. (2) $4.0 million of the third party patented technology acquired in fiscal 2021 was a non-cash activity within the consolidated statement of cash flows as a cash payment was not made within the fiscal year ended June 30, 2021. |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Namocell Inc | |
Notes Tables | |
Schedule of the aggregate purchase price of the acquisitions that was allocated to the assets acquired and liabilities assumed | Preliminary allocation at acquisition date Adjustments to fair value Final allocation at June 30, 2023 Current assets, net of cash $ 3,248 $ $ 3,248 Equipment and other long-term assets 405 405 Intangible assets: Developed technologies 73,900 73,900 Tradenames 700 700 Customer relationships 900 900 Non-competition agreement 100 100 Goodwill 51,051 206 51,257 Total assets acquired 130,304 206 130,510 Liabilities 546 546 Deferred income taxes, net 17,974 206 18,180 Net assets acquired $ 111,784 $ — $ 111,784 Cash paid, net of cash acquired 101,184 101,184 Contingent consideration payable 10,600 10,600 Net assets acquired $ 111,784 $ — $ 111,784 |
Asuragen, Inc. | |
Notes Tables | |
Schedule of the aggregate purchase price of the acquisitions that was allocated to the assets acquired and liabilities assumed | The aggregate purchase price of the acquisitions was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed for the fiscal year 2021 acquisitions (in thousands): Asuragen Eminence Current assets, net of cash $ 10,422 $ 3,145 Equipment and other long-term assets 3,762 1,639 Intangible assets: Developed technology 107,000 6,778 In-process research and development 22,700 — Customer relationships 11,700 2,133 Trade names 2,000 — Non-competition agreement 1,000 — Goodwill 90,563 7,848 Total assets acquired 249,147 21,543 Liabilities 4,963 1,436 Deferred income taxes, net 10,297 1,357 Net assets acquired $ 233,887 $ 18,750 Cash paid, net of cash acquired 215,587 9,765 Contingent consideration payable 18,300 8,985 Net assets acquired $ 233,887 $ 18,750 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
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 June 30, Inputs Considered as 2023 Level 1 Level 2 Level 3 Assets Exchange traded securities (1) $ 23,739 $ 23,739 $ — $ — Derivative instruments - cash flow hedges (3) 16,857 — 16,857 — Total assets $ 40,596 $ 23,739 $ 16,857 $ — Liabilities Contingent consideration $ 3,500 $ — $ — $ 3,500 Total liabilities $ 3,500 $ — $ — $ 3,500 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 (3) 11,026 — 11,026 — Total assets $ 85,488 $ 74,462 $ 11,026 $ — Liabilities Contingent consideration $ 5,000 $ — $ — $ 5,000 Derivative instruments - cash flow hedges (3) 476 — 476 — Total liabilities $ 5,476 $ — $ 476 $ 5,000 (1) Included in available-for-sale investments on the balance sheet. The cost basis of these exchange traded investment grade bond funds as of both June 30, 2023 and June 30, 2022 was $25.0 million. The fair value of these exchange traded investment grade bond funds as of June 30, 2023, and June 30, 2022, was $23.7 million and $23.9 million, respectively. During the quarter ended September 30, 2022, the Company sold all of its outstanding shares of ChemoCentryx Inc (CCXI). The cost basis and fair value of the Company’s available-for-sale equity investment in CCXI was $6.6 million and $36.0 million at June 30, 2022, respectively. (2) Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year. (3) Derivative assets are included in other assets on the balance sheet as of June 30, 2023 and June 30, 2022. Derivative liabilities as of June 30, 2022 are included in other current liabilities on the balance sheet. |
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): June 30, 2023 2022 Fair value at the beginning of period $ 5,000 $ 29,400 Purchase price contingent consideration (Note 4) 10,600 — Change in fair value of contingent consideration (12,100) (20,400) Payments — (4,000) Fair value at the end of period $ 3,500 $ 5,000 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
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, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company’s operating leases (asset and liability amounts are in thousands): As of June 30, Balance Sheet Classification 2023 Operating leases: Operating lease right of use assets Right of Use Asset $ 98,326 Current operating lease liabilities Operating lease liabilities - current $ 11,199 Noncurrent operating lease liabilities Operating lease liabilities 93,766 Total operating lease liabilities $ 104,965 Weighted average remaining lease term (in years): 9.33 Weighted average discount rate (%): 4.27 |
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 year ended June 30, 2023 (in thousands): Year ended June 30, 2023 Cash amounts paid on operating lease liabilities (1) $ 14,934 Right of use assets obtained in exchange for lease liabilities $ 48,103 (1) Total cash paid for the Company’s operating leases during the year ended June 30, 2023 include cash amounts paid on operating lease liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity . |
Schedule of the fair value of the lease liability by payment date for the operating leases by fiscal year | The following table summarizes payments by date for the Company’s operating leases, which is then reconciled to our total lease obligation (in thousands): June 30, 2023 Operating Leases 2024 $ 15,167 2025 14,957 2026 15,097 2027 12,484 2028 12,482 Thereafter 59,715 Total $ 129,902 Less: Amounts representing interest 24,937 Total lease obligations $ 104,965 |
Supplemental Equity and Accum_2
Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of each component of other comprehensive income (loss) | Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance June 30, 2020 (3) $ (13,253) $ (83,946) $ (97,199) Other comprehensive income (loss) before reclassifications 100 32,848 32,948 Reclassification from loss on derivatives to interest expense, net of taxes (1) 6,960 — 6,960 Balance June 30, 2021 (3) $ (6,193) $ (51,098) $ (57,291) Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne (2) 9,403 (32,171) (22,768) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne (1) 4,859 — 4,859 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 (2) 8,246 4,191 12,437 Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne (1) (3,453) — (3,453) Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne — 152 152 Balance as of June 30, 2023 (2) $ 12,862 $ (78,926) $ (66,064) (1) Gains (losses) on the interest swap will be reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $4,526 to interest income and recorded a related tax expense of $1,073 during fiscal 2023. The Company reclassified $6,352 to interest expense and recorded a related tax benefit of $1,493 during fiscal 2022. The Company reclassified $8,598 to interest expense and $512 to non-operating income relating to variable interest payments that were probable not to occur for the fiscal year ended June 30, 2021. The Company also recorded a related tax benefit of $2,150 during fiscal 2021 . (2) Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $33 and $70 attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively. (3) The Company had a net deferred tax liability of $3,995 and $2,480 as of June 30, 2023, and June 30, 2022, respectively, and a net deferred tax benefit of $1,908 as of June 30, 2021. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
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): Year Ended June 30, 2023 2022 2021 Earnings per share – basic: Net earnings, including noncontrolling interest 285,442 263,099 139,585 Less net earnings (loss) attributable to noncontrolling interest 179 (8,952) (825) Net earnings attributable to Bio-Techne $ 285,263 $ 272,051 $ 140,410 Income allocated to participating securities (70) (121) (86) Income available to common shareholders $ 285,193 $ 271,930 $ 140,324 Weighted-average shares outstanding – basic 157,179 156,874 154,986 Earnings per share – basic $ 1.81 $ 1.73 $ 0.91 Earnings per share – diluted: Net earnings, including noncontrolling interest $ 285,442 $ 263,099 $ 139,585 Less net earnings (loss) attributable to noncontrolling interest 179 (8,952) (825) Net earnings attributable to Bio-Techne 285,263 272,051 140,410 Income allocated to participating securities (70) (121) (86) Income available to common shareholders $ 285,193 $ 271,930 $ 140,324 Weighted-average shares outstanding – basic 157,179 156,874 154,986 Dilutive effect of stock options and restricted stock units 4,676 7,240 6,946 Weighted-average common shares outstanding – diluted 161,855 164,114 161,932 Earnings per share – diluted $ 1.76 $ 1.66 $ 0.87 |
Share-based Compensation and _2
Share-based Compensation and Other Benefit Plans (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Share-based Compensation and Other Benefit Plans | |
Schedule of share-based payment award, stock options, valuation assumptions | Year Ended June 30, 2023 2022 2021 Dividend yield 0.34 % 0.27 % 0.47 % Expected volatility 30%-36 % 27%-33 % 25%-30 % Risk-free interest rates 2.8%-4.4 % 0.6%-2.6 % 0.2%-0.7 % Expected lives (years) 4.7 4.3 4.4 |
Summary of share-based payment arrangement, option, activity | Stock option activity under the Plans for the three years ended June 30, 2023, consists of the following (shares in thousands): Weighted Aggregate Weighted Number of Average Intrinsic Average Shares (in Exercise Value Contractual thousands) Price (millions) Life (years) Outstanding at June 30, 2020 14,435 $ 35.07 Granted 3,051 69.44 Forfeited (109) 53.58 Exercised (2,509) 28.13 Outstanding at June 30, 2021 14,868 $ 43.16 Granted 1,390 120.15 Forfeited (539) 87.05 Exercised (2,450) 33.61 Outstanding at June 30, 2022 13,269 $ 51.20 Granted 2,351 93.81 Forfeited and Expired (118) 85.99 Exercised (1,578) 29.48 Outstanding at June 30, 2023 13,924 $ 60.56 $ 843.3 3.4 Exercisable at June 30, 2021: 7,057 31.61 Exercisable at June 30, 2022: 7,797 36.99 Exercisable at June 30, 2023: 8,641 44.76 386.7 2.4 |
Schedule of restricted common stock activity and restricted stock unit activity | Restricted common stock activity under the Plans for the three years ended June 30, 2023, consists of the following (units in thousands): Weighted Average Weighted Remaining Number of Average Grant Contractual Shares (in Date Fair Term thousands) Value (years) Unvested at June 30, 2020 110 $ 44.30 Granted 47 66.18 Vested (65) 42.91 Forfeited — — Unvested at June 30, 2021 92 $ 56.52 Granted 28 122.34 Vested (54) 54.57 Forfeited — — Unvested at June 30, 2022 66 $ 85.83 Granted 11 73.94 Vested (40) 78.85 Forfeited — — Unvested at June 30, 2023 37 $ 89.91 5.90 Restricted stock unit activity under the Plans for the three years ended June 30, 2023, consists of the following (units in thousands): Weighted Average Weighted Remaining Number of Average Grant Contractual Units Date Fair Term (in thousands) Value (years) Outstanding at June 30, 2020 465 $ 39.81 Granted 123 75.20 Vested (206) 32.55 Forfeited — — Outstanding at June 30, 2021 382 $ 55.13 Granted 110 117.60 Vested (145) 44.62 Forfeited (45) 104.34 Outstanding at June 30, 2022 302 $ 75.54 Granted 107 90.96 Vested (123) 52.34 Forfeited (3) 106.13 Outstanding at June 30, 2023 283 $ 91.10 5.32 |
Other Income _ (Expense) (Table
Other Income / (Expense) (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of the components of other income (expense) | The components of other income (expense) in the accompanying Statement of Earnings and Comprehensive Income are as follows (in thousands): Year Ended June 30, 2023 2022 2021 Interest expense $ (11,215) $ (11,309) $ (13,952) Interest income 3,410 794 473 Gain (loss) on investment (1) 49,328 15,186 (68,047) Gain (loss) on equity method investment (1,143) — — Other non-operating income (expense), net (1) (665) 125 (7,595) Total other income (expense) $ 39,715 4,796 $ (89,121) |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Income Taxes | |
Schedule of income before income taxes comprised | Income before income taxes was comprised of the following (in thousands): Year Ended June 30, 2023 2022 2021 Domestic $ 288,458 $ 255,118 $ 95,662 Foreign 50,201 46,268 52,513 Earnings before income taxes $ 338,659 $ 301,386 $ 148,175 The provision for income taxes consisted of the following (in thousands): Year Ended June 30, 2023 2022 2021 Taxes on income consist of: Current tax provision: Federal $ 59,810 $ 10,080 $ 15,179 State 12,753 6,663 6,681 Foreign 10,453 14,481 14,743 Total current tax provision 83,016 31,224 36,603 Deferred tax provision: Federal (28,829) 8,130 (20,812) State (2,414) 1,477 (4,962) Foreign 1,444 (2,544) (2,239) Total deferred tax provision (29,799) 7,063 (28,013) Total income tax provision $ 53,217 $ 38,287 $ 8,590 |
Schedule of effective income tax rate reconciliation | The following is a reconciliation of the federal tax calculated at the statutory rate to the actual income taxes provided: Year Ended June 30, 2023 2022 2021 Income tax expense at federal statutory rate 21.0 % 21.0 % 21.0 % State income taxes, net of federal benefit 2.5 2.2 0.6 Research and development tax credit (1.3) (1.0) (1.8) Contingent consideration adjustment (0.8) (1.4) 0.8 Foreign tax rate differences (0.6) 0.4 0.8 (Gain)/loss on investment (0.7) 1.1 — Option exercises (3.3) (9.4) (16.9) U.S. taxation of foreign earnings 0.4 (0.1) (0.1) Foreign derived intangible income (3.4) (1.9) (5.1) Foreign withholding tax 1.5 — — Executive compensation limitations 0.8 1.9 6.5 Other, net (0.4) (0.10) 0.0 Effective tax rate 15.7 % 12.7 % 5.8 % |
Schedule of deferred tax assets and liabilities | Deferred taxes on the Consolidated Balance Sheets consisted of the following temporary differences (in thousands): June 30, 2023 2022 Inventory $ 10,906 $ 8,033 Net operating loss carryovers 20,315 27,948 Tax credit carryovers 9,218 13,131 Excess tax basis in equity investments 939 2,435 Deferred compensation 16,528 11,778 Lease liability 21,001 13,779 Capitalized R&D 21,081 — Other 4,379 8,585 Valuation allowance (9,344) (9,466) Deferred tax assets 95,023 76,223 Net unrealized gain on available-for-sale investments — (6,963) Intangible asset amortization (134,810) (133,672) Depreciation (21,449) (18,060) Right of use asset (20,021) (12,793) Derivative - cash flow hedge (3,995) (2,480) Other (3,730) (1,249) Deferred tax liabilities (184,005) (175,217) Net deferred income tax liabilities $ (88,982) $ (98,994) |
Schedule of unrecognized tax benefits roll forward | The following is a reconciliation of the beginning and ending balance of unrecognized tax benefits (in thousands): Year Ended June 30, 2023 2022 2021 Beginning balance $ 5,302 $ 7,271 $ 4,297 Additions due to acquisitions — 960 — Additions for tax positions of prior year — 304 4,038 Decrease in unrecognized tax benefits for prior year positions — (357) (778) Settlements — (2,860) (286) FX impact (11) (16) — Ending balances $ 5,291 $ 5,302 $ 7,271 |
Segment Information (Tables)
Segment Information (Tables) | 12 Months Ended |
Jun. 30, 2023 | |
Notes Tables | |
Schedule of financial information by reportable segment | Year Ended June 30, 2023 2022 2021 Net sales: Protein Sciences $ 845,747 $ 832,311 $ 704,564 Diagnostics and Genomics 292,602 274,843 227,744 Intersegment (1,647) (1,555) (1,276) Consolidated net sales $ 1,136,702 $ 1,105,599 $ 931,032 Operating income: Protein Sciences $ 373,684 $ 377,623 $ 330,225 Diagnostics and Genomics 43,037 48,977 38,425 Segment operating income 416,721 426,600 368,650 Costs recognized on sale of acquired inventory (400) (1,596) (1,565) Amortization of intangibles (76,413) (73,054) (64,239) Impact of partially-owned consolidated subsidiaries (1) 647 (2,393) (1,505) Acquisition related expenses and other 9,965 19,070 (7,114) Eminence impairment — (18,715) — Stock based compensation, inclusive of employer taxes (41,217) (46,401) (51,846) Restructuring costs (3,829) (1,640) (142) Corporate general, selling, and administrative expenses (6,530) (5,281) (4,943) Consolidated operating income $ 298,944 $ 296,590 $ 237,296 Year Ended June 30, 2023 2022 2021 Consumables revenue - Protein Sciences $ 665,301 $ 646,952 $ 557,037 Consumables revenue - Diagnostics and Genomics 252,432 243,922 194,948 Total consumable revenue $ 917,733 $ 890,874 $ 751,985 Year ended June 30, 2023 2022 Long-lived assets: United States and Canada $ 203,657 $ 203,732 Europe 19,263 16,223 Asia 3,280 3,287 Total long-lived assets $ 226,200 $ 223,242 Intangible assets: United States and Canada $ 529,652 $ 523,536 Europe 4,553 6,281 Asia 440 1,705 Total intangible assets $ 534,645 $ 531,522 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies (Details) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2023 USD ($) item | Jun. 30, 2022 USD ($) item | Jun. 30, 2021 USD ($) item | Jul. 01, 2020 USD ($) | |
Advertising Expense | $ 4,800 | $ 4,600 | $ 4,700 | |
Amortization of Intangible Assets, Total | 77,491 | 74,147 | ||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 75,331 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 72,056 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 68,089 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 57,920 | |||
Fiscal year 2026 | 54,470 | |||
Impairment recorded for property, plant, and equipment | $ 0 | $ 0 | $ 0 | |
Number of reporting units | item | 5 | 5 | 5 | |
Retained Earnings (Accumulated Deficit), Ending Balance | $ 1,309,461 | $ 1,122,937 | ||
Accounting Standards Update 2016-02 [Member] | ||||
Retained Earnings (Accumulated Deficit), Ending Balance | $ 300 | |||
Trade names | ||||
Amortization of Intangible Assets, Total | 1,400 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year One | 5,700 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Two | 5,700 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Three | 5,700 | |||
Finite-Lived Intangible Asset, Expected Amortization, Year Four | 5,700 | |||
Fiscal year 2026 | $ 4,300 | |||
Minimum | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 1 year | |||
Minimum | Trade names | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | 2 years | ||
Maximum | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | |||
Maximum | Trade names | ||||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | 20 years | ||
Equipment [Member] | Minimum | ||||
Property, Plant and Equipment, Useful Life (Year) | 3 years | |||
Equipment [Member] | Maximum | ||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |||
Building, Building Improvements and Leasehold Improvements [Member] | Minimum | ||||
Property, Plant and Equipment, Useful Life (Year) | 5 years | |||
Building, Building Improvements and Leasehold Improvements [Member] | Maximum | ||||
Property, Plant and Equipment, Useful Life (Year) | 40 years |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Nov. 29, 2022 shares | Sep. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) shares | Jun. 30, 2023 USD ($) item shares | Jun. 30, 2022 USD ($) item shares | Jun. 30, 2021 USD ($) item | |
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | $ 17,824 | |||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,136,702 | $ 1,105,599 | $ 931,032 | |||||
Gain on sale of Eminence | 11,682 | |||||||
Gain (loss) on equity method investment | (1,143) | |||||||
Goodwill, Impairment Loss | $ 8,275 | |||||||
Payments to Acquire Investments, Total | $ 232,000 | |||||||
Common stock, shares authorized (in shares) | shares | 400,000,000 | 100,000,000 | 400,000,000 | 400,000,000 | ||||
Declared stock split | 4 | |||||||
Additional shares | shares | 3 | |||||||
Number of reporting units | item | 5 | 5 | 5 | |||||
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill) | $ 8,563 | |||||||
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative | |||||||
Goodwill, Impairment Loss | $ 8,275 | |||||||
Eminence Biotechnology | ||||||||
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 | |||||||
Goodwill, Impairment Loss | 8,300 | |||||||
Protein Sciences | ||||||||
Goodwill, Impairment Loss | 8,275 | |||||||
Pre-tax restructuring charges | $ 1,700 | |||||||
Goodwill, Impairment Loss | 8,275 | |||||||
Protein Sciences | Eminence Biotechnology | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,000 | 4,600 | ||||||
Diagnostics and Genomics | ||||||||
Pre-tax restructuring charges | 1,400 | |||||||
Wilson Wolf Corporation [Member] | ||||||||
Investment percentage | 19.90% | |||||||
Gain (loss) on equity method investment | (1,100) | |||||||
Investment amount | $ 256,000 | |||||||
Payments to Acquire Investments, Total | $ 25,000 | $ 232,000 | ||||||
Forward Contract, Milestone, Multiple for Total Expected Payments | 4.4 | |||||||
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 | |||||||
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 | |||||||
QT Holdings Corporation | Protein Sciences | ||||||||
Pre-tax restructuring charges | $ 2,200 | |||||||
Eminence Biotechnology | ||||||||
Inventory Write-down | 900 | |||||||
Asset Impairment Charges, Total | $ 900 | |||||||
Eminence Biotechnology | Nonoperating Income (Expense) [Member] | ||||||||
Gain on sale of Eminence | $ 11,700 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restructuring costs | $ 3,829 | $ 1,640 | $ 142 | ||||||
Restructuring reserves, Ending Balance | $ 0 | $ 0 | 0 | ||||||
Protein Sciences | QT Holdings Corporation | |||||||||
Restructuring costs | $ 2,170 | ||||||||
Cash payments | (2,005) | ||||||||
Adjustments | (165) | ||||||||
Diagnostics and Genomics | |||||||||
Restructuring costs | $ 1,185 | 242 | |||||||
Cash payments | (1,143) | ||||||||
Adjustments | (284) | ||||||||
Selling, General and Administrative Expenses [Member] | Protein Sciences | QT Holdings Corporation | |||||||||
Restructuring costs | 2,170 | ||||||||
Selling, General and Administrative Expenses [Member] | Diagnostics and Genomics | |||||||||
Restructuring costs | 1,399 | ||||||||
Employee Severance [Member] | Protein Sciences | |||||||||
Restructuring costs | 897 | $ 780 | |||||||
Cash payments | (762) | ||||||||
Adjustments | (18) | ||||||||
Accrued restructuring actions balances | $ 897 | 897 | 897 | ||||||
Employee Severance [Member] | Protein Sciences | QT Holdings Corporation | |||||||||
Restructuring costs | 1,328 | ||||||||
Cash payments | (1,233) | ||||||||
Adjustments | (95) | ||||||||
Employee Severance [Member] | Diagnostics and Genomics | |||||||||
Restructuring costs | 639 | ||||||||
Cash payments | (589) | ||||||||
Adjustments | (50) | ||||||||
Employee Severance [Member] | Selling, General and Administrative Expenses [Member] | Protein Sciences | QT Holdings Corporation | |||||||||
Restructuring costs | 1,328 | ||||||||
Employee Severance [Member] | Selling, General and Administrative Expenses [Member] | Diagnostics and Genomics | |||||||||
Restructuring costs | 649 | ||||||||
Employee Severance on Relocation of US Plant [Member] | |||||||||
Restructuring costs | $ 200 | ||||||||
Asset Impairment and Other [Member] | Protein Sciences | QT Holdings Corporation | |||||||||
Restructuring costs | $ 842 | ||||||||
Cash payments | (772) | ||||||||
Adjustments | $ (70) | ||||||||
Asset Impairment and Other [Member] | Diagnostics and Genomics | |||||||||
Restructuring costs | $ 546 | 242 | |||||||
Cash payments | (554) | ||||||||
Adjustments | (234) | ||||||||
Asset Impairment and Other [Member] | Selling, General and Administrative Expenses [Member] | Protein Sciences | QT Holdings Corporation | |||||||||
Restructuring costs | $ 842 | ||||||||
Asset Impairment and Other [Member] | Selling, General and Administrative Expenses [Member] | Diagnostics and Genomics | |||||||||
Restructuring costs | $ 750 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2021 | Jun. 30, 2022 | |
Revenue Recognition | |||
Proceeds from non-Medicare laboratory services | $ 0.9 | ||
Proceeds from Laboratory Services Reimbursed by Medicare | $ 0.5 | ||
Contract with Customer, Liability, Total | 24.6 | $ 25.5 | |
Contract with Customer, Liability, Revenue Recognized | $ 21.5 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues, net | $ 1,136,702 | $ 1,105,599 | $ 931,032 |
United States | |||
Revenues, net | 642,465 | 614,107 | 502,080 |
EMEA, excluding United Kingdom | |||
Revenues, net | 220,230 | 219,055 | 204,264 |
United Kingdom | |||
Revenues, net | 49,457 | 48,637 | 40,945 |
APAC, excluding Greater China | |||
Revenues, net | 73,190 | 76,139 | 69,013 |
Greater China | |||
Revenues, net | 113,868 | 112,438 | 87,556 |
Rest of World | |||
Revenues, net | 37,492 | 35,223 | 27,174 |
Consumables | |||
Revenues, net | 917,733 | 890,874 | 751,985 |
Instruments | |||
Revenues, net | 112,085 | 120,758 | 93,782 |
Services | |||
Revenues, net | 85,784 | 71,988 | 66,416 |
Product and Services | |||
Revenues, net | 1,115,602 | 1,083,620 | 912,183 |
Royalty revenues | |||
Revenues, net | $ 21,100 | $ 21,979 | $ 18,849 |
Supplemental Balance Sheet an_3
Supplemental Balance Sheet and Cash Flow Information - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Amortization of Intangible Assets, Total | $ 77,491 | $ 74,147 | ||
Noncash or Part Noncash Acquisition, Intangible Assets Acquired | [1] | $ 4,000 | ||
Patented Technology [Member] | ||||
Noncash or Part Noncash Acquisition, Intangible Assets Acquired | 4,000 | |||
Developed technology | Cost of Sales [Member] | ||||
Amortization of Intangible Assets, Total | 44,300 | 40,600 | 36,500 | |
Trade Names, Customer Relationships, Non-Compete Agreements, and Patents [Member] | Selling, General and Administrative Expenses [Member] | ||||
Amortization of Intangible Assets, Total | 33,200 | 33,500 | $ 28,400 | |
Other Noncurrent Assets [Member] | ||||
Inventory, Finished Goods, Net of Reserves, Non-current | $ 5,387 | $ 5,111 | ||
[1] $4.0 million of the third party patented technology acquired in fiscal 2021 was a non-cash activity within the consolidated statement of cash flows as a cash payment was not made within the fiscal year ended June 30, 2021. |
Supplemental Balance Sheet an_4
Supplemental Balance Sheet and Cash Flow Information - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental Balance Sheet and Cash Flow Information | |||
Raw materials | $ 84,551 | $ 79,291 | |
Finished goods | [1] | 92,474 | 66,943 |
Inventories, net | $ 177,025 | $ 146,234 | |
[1] Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. |
Supplemental Balance Sheet an_5
Supplemental Balance Sheet and Cash Flow Information - Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Property and equipment, cost | $ 459,912 | $ 434,665 |
Accumulated depreciation and amortization | (233,712) | (211,423) |
Property and equipment, net | 226,200 | 223,242 |
Land | ||
Property and equipment, cost | 9,100 | 8,572 |
Building and improvements | ||
Property and equipment, cost | 245,302 | 229,551 |
Machinery and equipment | ||
Property and equipment, cost | 190,019 | 174,813 |
Construction in progress | ||
Property and equipment, cost | $ 15,491 | $ 21,729 |
Supplemental Balance Sheet an_6
Supplemental Balance Sheet and Cash Flow Information - Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 |
Definite-lived intangibles assets, gross | $ 992,515 | $ 923,996 | |
Accumulated amortization | (480,570) | (415,174) | |
Total | 511,945 | 508,822 | |
In process research and development | 22,700 | 22,700 | |
Total intangible assets, net | $ 534,645 | 531,522 | $ 615,968 |
Maximum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | ||
Minimum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 1 year | ||
Developed technology | |||
Definite-lived intangibles assets, gross | $ 616,311 | $ 542,038 | |
Developed technology | Maximum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | 15 years | |
Developed technology | Minimum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 9 years | 9 years | |
Trade names | |||
Definite-lived intangibles assets, gross | $ 146,945 | $ 146,457 | |
Trade names | Maximum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 20 years | 20 years | |
Trade names | Minimum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 2 years | 2 years | |
Customer relationships | |||
Definite-lived intangibles assets, gross | $ 213,878 | $ 225,882 | |
Customer relationships | Maximum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 16 years | 16 years | |
Customer relationships | Minimum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 7 years | 7 years | |
Patents [Member] | |||
Definite-lived intangibles assets, gross | $ 3,815 | $ 3,313 | |
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | 10 years | |
Other Intangible Assets [Member] | |||
Definite-lived intangibles assets, gross | $ 11,566 | $ 6,306 | |
Other Intangible Assets [Member] | Maximum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 15 years | 15 years | |
Other Intangible Assets [Member] | Minimum | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | 5 years |
Supplemental Balance Sheet an_7
Supplemental Balance Sheet and Cash Flow Information - Changes to Carrying Amount of Net Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Beginning balance | $ 531,522 | $ 615,968 |
Acquisitions | 75,600 | |
Other additions | 5,710 | 293 |
Amortization expense | (77,491) | (74,147) |
Currency translation | (696) | (2,029) |
Eminence impairment | $ (8,563) | |
Impairment, Intangible Asset, Indefinite-Lived (Excluding Goodwill), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative | |
Ending balance | 534,645 | $ 531,522 |
Wilson Wolf Corporation [Member] | ||
Other additions | $ 4,600 | |
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years |
Supplemental Balance Sheet an_8
Supplemental Balance Sheet and Cash Flow Information - Estimated Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Supplemental Balance Sheet and Cash Flow Information | ||
2024 | $ 75,331 | |
2025 | 72,056 | |
2026 | 68,089 | |
2027 | 57,920 | |
2028 | 54,470 | |
Thereafter | 184,079 | |
Total | $ 511,945 | $ 508,822 |
Supplemental Balance Sheet an_9
Supplemental Balance Sheet and Cash Flow Information - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Beginning balance | $ 822,101 | $ 843,067 |
Eminence impairment | (8,275) | |
Acquisitions | 51,257 | |
Adjustments | (4,407) | |
Currency translation | (621) | (8,284) |
Ending balance | 872,737 | 822,101 |
Protein Sciences | ||
Beginning balance | 376,493 | 392,717 |
Eminence impairment | (8,275) | |
Acquisitions | 51,257 | |
Currency translation | (723) | (7,949) |
Ending balance | 427,027 | 376,493 |
Diagnostics and Genomics | ||
Beginning balance | 445,608 | 450,350 |
Adjustments | (4,407) | |
Currency translation | 102 | (335) |
Ending balance | $ 445,710 | $ 445,608 |
Supplemental Balance Sheet a_10
Supplemental Balance Sheet and Cash Flow Information - Other Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Supplemental Balance Sheet and Cash Flow Information | ||
Investment in Wilson Wolf | $ 255,857 | $ 25,000 |
Derivative Instruments | $ 16,857 | $ 11,026 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Long-term inventory | $ 5,387 | $ 5,111 |
Other | 7,201 | 5,691 |
Other assets | $ 285,302 | $ 46,828 |
Supplemental Balance Sheet a_11
Supplemental Balance Sheet and Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | ||
Supplemental Balance Sheet and Cash Flow Information | ||||
Income taxes paid | $ 88,428 | $ 30,341 | $ 20,952 | |
Interest paid | 8,368 | 11,027 | 13,576 | |
Acquisition-related liabilities | [1] | $ 12,100 | $ 20,400 | 23,600 |
Other intangibles | [2] | $ 4,000 | ||
[1] Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5. $4.0 million of the third party patented technology acquired in fiscal 2021 was a non-cash activity within the consolidated statement of cash flows as a cash payment was not made within the fiscal year ended June 30, 2021. |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||||
Jul. 01, 2022 | Apr. 06, 2021 | Apr. 02, 2021 | Oct. 20, 2020 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Cash paid, net of cash acquired | $ 101,184 | $ 225,352 | ||||||
Goodwill, Purchase Accounting Adjustments | $ 4,407 | |||||||
Namocell Inc | ||||||||
Maximum contingent consideration | $ 25,000 | $ 25,000 | 25,000 | |||||
Cash paid, net of cash acquired | $ 101,184 | 101,184 | ||||||
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | 6,400 | |||||||
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | 9,300 | |||||||
Namocell Inc | Developed technology | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 13 years | |||||||
Namocell Inc | Customer relationships | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 10 years | |||||||
Eminence Biotechnology | ||||||||
Business Acquisition, Percentage of Voting Interests Acquired | 47.60% | |||||||
Fair value of noncontrolling interest in Eminence | $ 9,000 | |||||||
Payments to Acquire Businesses, Gross | $ 6,000 | |||||||
Business Combination, Step Acquisition, Equity Interest in Acquiree, including Subsequent Acquisition, Percentage, Total | 57.40% | |||||||
Cash paid, net of cash acquired | $ 9,800 | 9,765 | ||||||
Asuragen, Inc. | ||||||||
Maximum contingent consideration | $ 105,000 | $ 105,000 | $ 105,000 | |||||
Adjustments to deferred taxes and goodwill | $ 4,400 | |||||||
Cash paid, net of cash acquired | $ 216,000 | $ 215,587 | ||||||
Asuragen, Inc. | Developed technology | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 14 years | 13 years | 13 years | |||||
Asuragen, Inc. | Customer relationships | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 16 years | 4 years | 4 years | |||||
Asuragen, Inc. | Trade names | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 5 years | |||||||
Asuragen, Inc. | Non-competition agreement | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | |||||||
Asuragen, Inc. | Trade names and non-competition agreement | ||||||||
Finite-Lived Intangible Asset, Useful Life (Year) | 3 years | 3 years |
Acquisitions - Preliminary and
Acquisitions - Preliminary and Final Fair Value of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||
Jul. 01, 2022 | Apr. 06, 2021 | Oct. 20, 2020 | Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2021 | Jun. 30, 2022 | |
Goodwill | $ 872,737 | $ 872,737 | $ 843,067 | $ 822,101 | |||
Cash paid, net of cash acquired | 101,184 | 225,352 | |||||
Namocell Inc | |||||||
Current assets, net of cash | $ 3,248 | 3,248 | 3,248 | ||||
Equipment and other long-term assets | 405 | 405 | 405 | ||||
Goodwill | 51,051 | 51,257 | 51,257 | ||||
Total assets acquired | 130,304 | 130,510 | 130,510 | ||||
Liabilities | 546 | 546 | 546 | ||||
Deferred income taxes, net | 17,974 | 18,180 | 18,180 | ||||
Net assets acquired | 111,784 | 111,784 | 111,784 | ||||
Cash paid, net of cash acquired | 101,184 | 101,184 | |||||
Contingent consideration payable | 10,600 | 10,600 | |||||
Net assets acquired | 111,784 | 111,784 | |||||
Total assets acquired, adjustments | 206 | ||||||
Deferred income taxes, net, adjustments | 206 | ||||||
Business Combination, Provisional Information [Abstract] | |||||||
Adjustments to fair value, Goodwill | 206 | ||||||
Total assets acquired, adjustments | 206 | ||||||
Deferred income taxes, net, adjustments | 206 | ||||||
Namocell Inc | Developed technology | |||||||
Intangible assets | 73,900 | 73,900 | 73,900 | ||||
Namocell Inc | Customer relationships | |||||||
Intangible assets | 900 | 900 | 900 | ||||
Namocell Inc | Trade names | |||||||
Intangible assets | 700 | 700 | 700 | ||||
Namocell Inc | Non-competition agreement | |||||||
Intangible assets | $ 100 | $ 100 | $ 100 | ||||
Eminence Biotechnology | |||||||
Current assets, net of cash | 3,145 | ||||||
Equipment and other long-term assets | 1,639 | ||||||
Goodwill | 7,848 | ||||||
Total assets acquired | 21,543 | ||||||
Liabilities | 1,436 | ||||||
Deferred income taxes, net | 1,357 | ||||||
Net assets acquired | 18,750 | ||||||
Cash paid, net of cash acquired | $ 9,800 | 9,765 | |||||
Contingent consideration payable | 8,985 | ||||||
Net assets acquired | 18,750 | ||||||
Eminence Biotechnology | Developed technology | |||||||
Intangible assets | 6,778 | ||||||
Eminence Biotechnology | Customer relationships | |||||||
Intangible assets | 2,133 | ||||||
Asuragen, Inc. | |||||||
Current assets, net of cash | 10,422 | ||||||
Equipment and other long-term assets | 3,762 | ||||||
Goodwill | 90,563 | ||||||
Total assets acquired | 249,147 | ||||||
Liabilities | 4,963 | ||||||
Deferred income taxes, net | 10,297 | ||||||
Net assets acquired | 233,887 | ||||||
Cash paid, net of cash acquired | $ 216,000 | 215,587 | |||||
Contingent consideration payable | 18,300 | ||||||
Net assets acquired | 233,887 | ||||||
Asuragen, Inc. | In Process Research and Development [Member] | |||||||
In-process research and development | 22,700 | ||||||
Asuragen, Inc. | Developed technology | |||||||
Intangible assets | 107,000 | ||||||
Asuragen, Inc. | Customer relationships | |||||||
Intangible assets | 11,700 | ||||||
Asuragen, Inc. | Trade names | |||||||
Intangible assets | 2,000 | ||||||
Asuragen, Inc. | Non-competition agreement | |||||||
Intangible assets | $ 1,000 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||
Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jul. 01, 2022 | May 31, 2021 | Apr. 06, 2021 | |
Interest expense | $ 11,215 | $ 11,309 | $ 13,952 | ||||
Income Tax Expense (Benefit), Total | 53,217 | 38,287 | 8,590 | ||||
Total other income (expense), net | 39,715 | 4,796 | (89,121) | ||||
Payment for Contingent Consideration Liability, Financing Activities | 700 | ||||||
Exchange Traded Investment Grade Bond Funds [Member] | |||||||
Investments, Total | 25,000 | 25,000 | |||||
Investments, Fair Value Disclosure, Total | 23,700 | 23,900 | |||||
Acquisition of Asuragen Inc and Namocell, Inc [Member] | |||||||
Contingent consideration | 3,500 | ||||||
Maximum contingent consideration | 100,000 | ||||||
Asuragen, Inc. | |||||||
Contingent consideration | 2,000 | 5,000 | $ 18,300 | ||||
Maximum contingent consideration | 105,000 | $ 105,000 | |||||
QT Holdings Corporation | |||||||
Payment for Contingent Consideration Liability, Financing Activities | $ 4,000 | ||||||
Namocell Inc | |||||||
Contingent consideration | 1,500 | $ 10,600 | |||||
Maximum contingent consideration | 25,000 | $ 25,000 | |||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Other Comprehensive Income | |||||||
Interest expense | 6,352 | 8,598 | |||||
Total other income (expense), net | 512 | ||||||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Designated as Hedging Instrument [Member] | Accumulated Other Comprehensive Income | |||||||
Interest income | 4,500 | ||||||
Interest expense | 6,400 | 8,600 | |||||
Income Tax Expense (Benefit), Total | 1,100 | 1,500 | 2,100 | ||||
Total other income (expense), net | $ 500 | ||||||
October 2018 Forward Starting Swaps | Cash Flow Hedging [Member] | Other Noncurrent Liabilities [Member] | |||||||
Hedging Liabilities, Noncurrent | 500 | ||||||
May 2021 Forward Starting Swaps | Cash Flow Hedging [Member] | Other Noncurrent Assets [Member] | |||||||
Hedging Assets, Noncurrent, Total | 11,000 | ||||||
March 2023 Forward Starting Swaps | Cash Flow Hedging [Member] | |||||||
Derivative, Notional Amount | 100,000 | ||||||
March 2023 Forward Starting Swaps | Cash Flow Hedging [Member] | Other Noncurrent Assets [Member] | |||||||
Hedging Assets, Noncurrent, Total | 1,500 | ||||||
New Forward Starting Swap [Member] | Cash Flow Hedging [Member] | |||||||
Derivative, Notional Amount | $ 200,000 | ||||||
New Forward Starting Swap [Member] | Cash Flow Hedging [Member] | Other Noncurrent Assets [Member] | |||||||
Hedging Assets, Noncurrent, Total | $ 15,400 | ||||||
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 | Jun. 30, 2023 | Jun. 30, 2022 |
Derivative instruments - cash flow hedges | $ 16,857 | $ 11,026 |
Total assets | 40,596 | 85,488 |
Contingent consideration | 3,500 | 5,000 |
Derivative instruments - cash flow hedges | 476 | |
Total liabilities | 3,500 | 5,476 |
Fair Value, Inputs, Level 1 [Member] | ||
Total assets | 23,739 | 74,462 |
Fair Value, Inputs, Level 2 [Member] | ||
Derivative instruments - cash flow hedges | 16,857 | 11,026 |
Total assets | 16,857 | 11,026 |
Derivative instruments - cash flow hedges | 476 | |
Total liabilities | 476 | |
Fair Value, Inputs, Level 3 [Member] | ||
Contingent consideration | 3,500 | 5,000 |
Total liabilities | 3,500 | 5,000 |
Exchanged Traded Securities [Member] | ||
Investments, Fair Value Disclosure | 23,739 | 59,962 |
Exchanged Traded Securities [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investments, Fair Value Disclosure | $ 23,739 | 59,962 |
Certificates of Deposit [Member] | ||
Investments, Fair Value Disclosure | 14,500 | |
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Investments, Fair Value Disclosure | $ 14,500 |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Contingent Consideration [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Fair value at the beginning of period | $ 5,000 | $ 29,400 |
Purchase price contingent consideration (Note 4) | 10,600 | 0 |
Change in fair value of contingent consideration | $ (12,100) | $ (20,400) |
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Selling, general and administrative | Selling, general and administrative |
Payments | $ (4,000) | |
Fair value at the end of period | $ 3,500 | $ 5,000 |
Debt and Other Financing Arra_2
Debt and Other Financing Arrangements - Narrative (Details) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | ||
Aug. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Proceeds from Long-term Lines of Credit | $ 619,661 | $ 90,000 | $ 256,000 | |
Amended Credit Agreement [Member] | ||||
Line of Credit, Current | $ 350,000 | |||
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 | 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 | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Variable Lease, Cost | $ 4.4 |
Fixed Lease, Cost | $ 15.9 |
Maximum | |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Leases | ||
Operating lease right of use assets | $ 98,326 | $ 65,556 |
Current operating lease liabilities | 11,199 | 11,928 |
Noncurrent operating lease liabilities | 93,766 | $ 58,133 |
Total operating lease liabilities | $ 104,965 | |
Weighted average remaining lease term (in years): | 9 years 3 months 29 days | |
Weighted average discount rate: | 4.27% |
Leases - Cash Paid (Details)
Leases - Cash Paid (Details) $ in Thousands | 12 Months Ended |
Jun. 30, 2023 USD ($) | |
Leases | |
Cash amounts paid on operating lease liabilities | $ 14,934 |
Right of use assets obtained in exchange for lease liabilities | $ 48,103 |
Leases - Fair Value of the Leas
Leases - Fair Value of the Lease Liability by Payment Date (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Leases | |
2024 | $ 15,167 |
2025 | 14,957 |
2026 | 15,097 |
2027 | 12,484 |
2028 | 12,482 |
Thereafter | 59,715 |
Total | 129,902 |
Less: Amounts representing interest | 24,937 |
Total Lease obligations | $ 104,965 |
Supplemental Equity and Accum_3
Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information - Narrative (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Common Stock, Dividends, Per Share, Declared (in dollars per share) | $ 0.32 | $ 0.32 | $ 0.32 |
Stock Repurchased During Period, Shares (in shares) | 222,000 | 1,576,952 | 480,000 |
Average price per share of shares repurchased | $ 88.12 | $ 102.06 | $ 89.95 |
Net settlement stock options exercised | $ 28,893 | $ 23,461 | $ 19,343 |
Interest expense | 11,215 | 11,309 | 13,952 |
Total other income (expense), net | 39,715 | 4,796 | (89,121) |
Income Tax Expense (Benefit), Total | 53,217 | 38,287 | 8,590 |
Net Deferred Tax Liability | 184,005 | 175,217 | |
Deferred Income Tax Expense (Benefit), Total | (29,799) | 7,063 | (28,013) |
Eminence Biotechnology | |||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Noncontrolling Interest | 33 | 70 | |
Accumulated Other Comprehensive Income | |||
Net Deferred Tax Liability | 3,995 | 2,480 | |
Deferred Income Tax Expense (Benefit), Total | 1,908 | ||
Reclassification out of Accumulated Other Comprehensive Income [Member] | Accumulated Other Comprehensive Income | |||
Interest expense | 6,352 | 8,598 | |
Interest income | 4,526 | ||
Total other income (expense), net | 512 | ||
Reclassification from AOCI, Current Period, Tax, Total | $ 1,073 | $ 1,493 | $ 2,150 |
Supplemental Equity and Accum_4
Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information - Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Balance | $ 1,701,770 | ||
Balance | 1,966,516 | $ 1,701,770 | |
Unrealized Gains (Losses) on Derivative Instruments | |||
Balance | 8,069 | (6,193) | $ (13,253) |
Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne | 8,246 | 9,403 | 100 |
Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) | (3,453) | 4,859 | 6,960 |
Balance | 12,862 | 8,069 | (6,193) |
Foreign Currency Translation Adjustments | |||
Balance | (83,269) | (51,098) | (83,946) |
Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne | 4,191 | (32,171) | 32,848 |
Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne | 152 | ||
Balance | (78,926) | (83,269) | (51,098) |
Accumulated Other Comprehensive Income | |||
Balance | (75,200) | (57,291) | (97,199) |
Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne | 12,437 | (22,768) | 32,948 |
Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) | (3,453) | 4,859 | 6,960 |
Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne | 152 | ||
Balance | $ (66,064) | $ (75,200) | $ (57,291) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares) | 4.5 | 2.8 | 2.4 |
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 | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Earnings Per Share | |||
Net earnings, including noncontrolling interest | $ 285,442 | $ 263,099 | $ 139,585 |
Less net earnings (loss) attributable to noncontrolling interest | 179 | (8,952) | (825) |
Net earnings attributable to Bio-Techne | 285,263 | 272,051 | 140,410 |
Income allocated to participating securities | (70) | (121) | (86) |
Income available to common shareholders | $ 285,193 | $ 271,930 | $ 140,324 |
Weighted-average shares outstanding - basic (in shares) | 157,179 | 156,874 | 154,986 |
Earnings per share - basic (in shares) | $ 1.81 | $ 1.73 | $ 0.91 |
Income available to common shareholders | $ 285,193 | $ 271,930 | $ 140,324 |
Dilutive effect of stock options and restricted stock units (in shares) | 4,676 | 7,240 | 6,946 |
Weighted-average common shares outstanding - diluted (in shares) | 161,855 | 164,114 | 161,932 |
Earnings per share - diluted (in shares) | $ 1.76 | $ 1.66 | $ 0.87 |
Share-based Compensation and _3
Share-based Compensation and Other Benefit Plans (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2010 | Oct. 31, 2020 | Jun. 30, 2020 | Oct. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 13,924,000 | 13,269,000 | 14,868,000 | 14,435,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share) | $ 29.53 | $ 29.78 | $ 14.94 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 90,200 | $ 209,300 | $ 145,600 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | 46,500 | 82,300 | 70,500 | ||||
Share-based Payment Arrangement, Expense | 41,217 | 46,401 | 51,846 | ||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount, Total | $ 27,400 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-vested, Forfeiture Rate | 4.50% | ||||||
Share-based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year) | 2 years 2 months 12 days | ||||||
US Profit Sharing and Savings Plan [Member] | |||||||
Defined Contribution Plan, Cost | $ 4,900 | 4,300 | 3,400 | ||||
GB Profit Sharing and Savings Plan [Member] | |||||||
Defined Contribution Plan, Cost | 2,400 | 2,300 | 1,600 | ||||
Selling, General and Administrative Expenses [Member] | |||||||
Share-based Payment Arrangement, Expense | 39,300 | 44,000 | 46,400 | ||||
Cost of Sales [Member] | |||||||
Share-based Payment Arrangement, Expense | 1,000 | 1,400 | 1,600 | ||||
Restricted Stock [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 3,100 | 2,900 | 2,800 | ||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 6,400 | 6,500 | 6,700 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period (Year) | 3 years | ||||||
The 2020 Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 36,200,000 | 9,936,808 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant (in shares) | 6,600,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance (in shares) | 13,900,000 | ||||||
The 2020 Equity Incentive Plan [Member] | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period (Year) | 10 years | ||||||
Employee Stock Purchase Plan 2014 [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized (in shares) | 800,000 | ||||||
Share-based Payment Arrangement, Expense | $ 900 | 1,000 | 900 | ||||
Performance Incentive Programs [Member] | Executive Officer [Member] | |||||||
Salary and Wage, Officer, Excluding Cost of Good and Service Sold | $ 10,800 | $ 26,500 | $ 21,100 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total (in shares) | 2,350,980 | 1,390,436 | 3,051,044 | ||||
Performance Incentive Programs [Member] | Restricted Stock [Member] | Executive Officer [Member] | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 10,816 | 27,584 | 47,212 | ||||
Performance Incentive Programs [Member] | Restricted Stock Units (RSUs) [Member] | Executive Officer [Member] | |||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross (in shares) | 107,202 | 110,292 | 123,292 |
Share-based Compensation and _4
Share-based Compensation and Other Benefit Plans - Assumptions Used in Black-Scholes Option-Pricing Model (Details) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation and Other Benefit Plans | |||
Dividend yield | 0.34% | 0.27% | 0.47% |
Expected volatility, Minimum | 30% | 27% | 25% |
Expected volatility, Maximum | 36% | 33% | 30% |
Risk-free interest rates, Minimum | 2.80% | 0.60% | 0.20% |
Risk-free interest rates, Maximum | 4.40% | 2.60% | 0.70% |
Expected lives (years) (Year) | 4 years 8 months 12 days | 4 years 3 months 18 days | 4 years 4 months 24 days |
Share-based Compensation and _5
Share-based Compensation and Other Benefit Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation and Other Benefit Plans | |||
Outstanding, shares (in shares) | 13,269 | 14,868 | 14,435 |
Outstanding, weighted average exercise price (in dollars per share) | $ 51.20 | $ 43.16 | $ 35.07 |
Granted, shares (in shares) | 2,351 | 1,390 | 3,051 |
Granted, weighted average exercise price (in dollars per share) | $ 93.81 | $ 120.15 | $ 69.44 |
Forfeited and Expired, shares (in shares) | (118) | ||
Forfeited and Expired, weighted average exercise price (in dollars per share) | $ 85.99 | ||
Forfeited, shares (in shares) | (539) | (109) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 87.05 | $ 53.58 | |
Exercised, shares (in shares) | (1,578) | (2,450) | (2,509) |
Exercised, weighted average exercise price (in dollars per share) | $ 29.48 | $ 33.61 | $ 28.13 |
Outstanding, shares (in shares) | 13,924 | 13,269 | 14,868 |
Outstanding, weighted average exercise price (in dollars per share) | $ 60.56 | $ 51.20 | $ 43.16 |
Outstanding, aggregate intrinsic value | $ 843.3 | ||
Outstanding, weighted average contractual life (Year) | 3 years 4 months 24 days | ||
Exercisable, shares (in shares) | 8,641 | 7,797 | 7,057 |
Exercisable, weighted average exercise price (in dollars per share) | $ 44.76 | $ 36.99 | $ 31.61 |
Exercisable, aggregate intrinsic value | $ 386.7 | ||
Exercisable, weighted average contractual life (Year) | 2 years 4 months 24 days |
Share-based Compensation and _6
Share-based Compensation and Other Benefit Plans - Restricted Stock and Restricted Stock Units Activity (Details) - $ / shares shares in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Restricted Stock [Member] | |||
Balance, shares (in shares) | 66 | 92 | 110 |
Balance, weighted average exercise price (in dollars per share) | $ 85.83 | $ 56.52 | $ 44.30 |
Granted, shares (in shares) | 11 | 28 | 47 |
Granted, weighted average exercise price (in dollars per share) | $ 73.94 | $ 122.34 | $ 66.18 |
Vested, shares (in shares) | (40) | (54) | (65) |
Vested, weighted average exercise price (in dollars per share) | $ 78.85 | $ 54.57 | $ 42.91 |
Balance, weighted average contractual life (Year) | 5 years 10 months 24 days | ||
Balance, shares (in shares) | 37 | 66 | 92 |
Balance, weighted average exercise price (in dollars per share) | $ 89.91 | $ 85.83 | $ 56.52 |
Restricted Stock Units (RSUs) [Member] | |||
Balance, shares (in shares) | 302 | 382 | 465 |
Balance, weighted average exercise price (in dollars per share) | $ 75.54 | $ 55.13 | $ 39.81 |
Granted, shares (in shares) | 107 | 110 | 123 |
Granted, weighted average exercise price (in dollars per share) | $ 90.96 | $ 117.60 | $ 75.20 |
Vested, shares (in shares) | (123) | (145) | (206) |
Vested, weighted average exercise price (in dollars per share) | $ 52.34 | $ 44.62 | $ 32.55 |
Forfeited, shares (in shares) | (3) | (45) | |
Forfeited, weighted average exercise price (in dollars per share) | $ 106.13 | $ 104.34 | |
Balance, weighted average contractual life (Year) | 5 years 3 months 25 days | ||
Balance, shares (in shares) | 283 | 302 | 382 |
Balance, weighted average exercise price (in dollars per share) | $ 91.10 | $ 75.54 | $ 55.13 |
Other Income _ (Expense) - Narr
Other Income / (Expense) - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Gain on sale of Investments | $ 11,682 | ||
CCXI [Member] | |||
Gain (loss) on investment | $ 16,100 | $ (67,900) | |
Gain on sale of Investments | 37,200 | ||
Eminence [Member] | |||
Gain on sale of Investments | 11,700 | ||
Exchanged Traded Securities [Member] | |||
Gain (loss) on investment | $ 400 |
Other Income (Expense) - Schedu
Other Income (Expense) - Schedule of Components of Other Income (Expense) (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Other Income / (Expense) | |||
Interest expense | $ (11,215) | $ (11,309) | $ (13,952) |
Interest income | 3,410 | 794 | 473 |
Gain (loss) on investment | 49,328 | 15,186 | (68,047) |
Gain (loss) on equity method investment | (1,143) | ||
Other non-operating income (expense), net | (665) | 125 | (7,595) |
Total other income (expense), net | $ 39,715 | $ 4,796 | $ (89,121) |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 15.70% | 12.70% | 5.80% |
Share-based compensation excess tax benefit | $ 12,300 | $ 29,300 | $ 28,100 |
Deferred Tax Assets, Valuation Allowance, Total | 9,344 | 9,466 | |
Deferred Tax Assets, Net of Valuation Allowance, Total | 95,023 | 76,223 | |
Undistributed Earnings of Foreign Subsidiaries, considered permanently and non-permanently reinvested | 219,000 | ||
Undistributed Earnings of Foreign Subsidiaries, considered non-permanently reinvested | 99,000 | ||
Undistributed Earnings of Foreign Subsidiaries, considered permanently reinvested | 120,000 | ||
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 5,300 | ||
Accrued interest and penalties related to unrecognized tax benefits | 500 | $ 300 | |
Operating Loss Carryforwards [Member] | |||
Deferred Tax Assets, Net of Valuation Allowance, Total | 14,800 | ||
Tax Credit Carryforwards [Member] | |||
Deferred Tax Assets, Valuation Allowance, Total | 6,100 | ||
Domestic Tax Authority [Member] | |||
Tax Credit Carryforward, Amount | 4,900 | ||
Domestic Tax Authority [Member] | Operating Loss Carryforwards [Member] | |||
Operating Loss Carryforwards, Total | 52,700 | ||
State and Local Jurisdiction [Member] | |||
Tax Credit Carryforward, Amount | 5,400 | ||
State and Local Jurisdiction [Member] | Operating Loss Carryforwards [Member] | |||
Operating Loss Carryforwards, Total | 142,700 | ||
Foreign Tax Authority [Member] | Operating Loss Carryforwards [Member] | |||
Operating Loss Carryforwards, Total | $ 3,200 |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes | |||
Domestic | $ 288,458 | $ 255,118 | $ 95,662 |
Foreign | 50,201 | 46,268 | 52,513 |
Earnings before income taxes | 338,659 | 301,386 | 148,175 |
Federal | 59,810 | 10,080 | 15,179 |
State | 12,753 | 6,663 | 6,681 |
Foreign | 10,453 | 14,481 | 14,743 |
Total current tax provision | 83,016 | 31,224 | 36,603 |
Federal | (28,829) | 8,130 | (20,812) |
State | (2,414) | 1,477 | (4,962) |
Foreign | 1,444 | (2,544) | (2,239) |
Total deferred tax provision | (29,799) | 7,063 | (28,013) |
Total income tax provision | $ 53,217 | $ 38,287 | $ 8,590 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Federal Tax Calculated at Statutory Rate (Details) | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes | |||
Income tax expense at federal statutory rate | 21% | 21% | 21% |
State income taxes, net of federal benefit | 2.50% | 2.20% | 0.60% |
Research and development tax credit | (1.30%) | (1.00%) | (1.80%) |
Contingent consideration adjustment | (0.80%) | (1.40%) | 0.80% |
Foreign tax rate differences | 0.60% | (0.40%) | (0.80%) |
(Gain)/loss on investment | (0.70%) | 1.10% | |
Option exercises | (3.30%) | (9.40%) | (16.90%) |
U.S. taxation of foreign earnings | 0.40% | (0.10%) | (0.10%) |
Foreign derived intangible income | (3.40%) | (1.90%) | (5.10%) |
Foreign withholding tax | 1.50% | ||
Executive compensation limitations | 0.80% | 1.90% | 6.50% |
Other, net | (0.40%) | (0.10%) | 0% |
Effective tax rate | 15.70% | 12.70% | 5.80% |
Income Taxes - Temporary Differ
Income Taxes - Temporary Differences Comprising Deferred Taxes on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Jun. 30, 2022 |
Income Taxes | ||
Inventory | $ 10,906 | $ 8,033 |
Net operating loss carryovers | 20,315 | 27,948 |
Tax credit carryovers | 9,218 | 13,131 |
Excess tax basis in equity investments | 939 | 2,435 |
Deferred compensation | 16,528 | 11,778 |
Lease liability | 21,001 | 13,779 |
Capitalized R&D | 21,081 | |
Other | 4,379 | 8,585 |
Valuation allowance | (9,344) | (9,466) |
Deferred tax assets | 95,023 | 76,223 |
Net unrealized gain on available-for-sale investments | (6,963) | |
Intangible asset amortization | (134,810) | (133,672) |
Depreciation | (21,449) | (18,060) |
Right of use asset | (20,021) | (12,793) |
Derivative - cash flow hedge | (3,995) | (2,480) |
Other | (3,730) | (1,249) |
Deferred tax liabilities | (184,005) | (175,217) |
Net deferred income tax liabilities | $ (88,982) | $ (98,994) |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes | |||
Balance | $ 5,302 | $ 7,271 | $ 4,297 |
Additions due to acquisitions | 960 | ||
Additions for tax positions of prior year | 304 | 4,038 | |
Decrease in unrecognized tax benefits for prior year positions | (357) | (778) | |
Settlements | (2,860) | (286) | |
FX impact | (11) | (16) | |
Ending balances | $ 5,291 | $ 5,302 | $ 7,271 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 12 Months Ended |
Jun. 30, 2023 segment | |
Segment Information | |
Number of Reportable Segments | 2 |
Segment Information - Financial
Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | $ 1,136,702 | $ 1,105,599 | $ 931,032 | |
Operating income | 298,944 | 296,590 | 237,296 | |
Costs recognized on sale of acquired inventory | (400) | (1,596) | (1,565) | |
Amortization of intangibles | (76,413) | (73,054) | (64,239) | |
Impact of partially-owned consolidated subsidiaries(1) | 647 | (2,393) | (1,505) | |
Impact of partially owned consolidated subsidiaries(1) | (179) | 8,952 | 825 | |
Acquisition related expenses and other | 9,965 | 19,070 | (7,114) | |
Eminence impairment | (18,715) | |||
Stock based compensation, inclusive of employer taxes | (41,217) | (46,401) | (51,846) | |
Restructuring costs | (3,829) | (1,640) | (142) | |
Corporate general, selling, and administrative expenses | (378,378) | (372,766) | (324,951) | |
Total long-lived assets | 226,200 | 223,242 | ||
Total intangible assets, net | 534,645 | 531,522 | 615,968 | |
United States and Canada [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total long-lived assets | 203,657 | 203,732 | ||
Total intangible assets, net | 529,652 | 523,536 | ||
Europe [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total long-lived assets | 19,263 | 16,223 | ||
Total intangible assets, net | 4,553 | 6,281 | ||
Asia [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Total long-lived assets | 3,280 | 3,287 | ||
Total intangible assets, net | 440 | 1,705 | ||
Consumables | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 917,733 | 890,874 | 751,985 | |
Instruments | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 112,085 | 120,758 | 93,782 | |
Services | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 85,784 | 71,988 | 66,416 | |
Product and Services | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 1,115,602 | 1,083,620 | 912,183 | |
Royalty | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 21,100 | 21,979 | 18,849 | |
Diagnostics and Genomics | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Restructuring costs | $ (1,185) | (242) | ||
Operating Segments [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Operating income | 416,721 | 426,600 | 368,650 | |
Operating Segments [Member] | Consumables | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 917,733 | 890,874 | 751,985 | |
Operating Segments [Member] | Protein Sciences | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 845,747 | 832,311 | 704,564 | |
Operating income | 373,684 | 377,623 | 330,225 | |
Operating Segments [Member] | Protein Sciences | Consumables | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 665,301 | 646,952 | 557,037 | |
Operating Segments [Member] | Diagnostics and Genomics | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 292,602 | 274,843 | 227,744 | |
Operating income | 43,037 | 48,977 | 38,425 | |
Operating Segments [Member] | Diagnostics and Genomics | Consumables | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 252,432 | 243,922 | 194,948 | |
Intersegment Eliminations [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | (1,647) | (1,555) | (1,276) | |
Corporate, Non-Segment [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Corporate general, selling, and administrative expenses | $ (6,530) | $ (5,281) | $ (4,943) |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jul. 07, 2023 | Jun. 30, 2023 | Jun. 30, 2021 | |
Subsequent Event [Line Items] | |||
Cash paid, net of cash acquired | $ 101,184 | $ 225,352 | |
Subsequent Event | Lunaphore Technologies SA | |||
Subsequent Event [Line Items] | |||
Cash paid, net of cash acquired | $ 165,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Pay vs Performance Disclosure | |||
Net Income (Loss) | $ 285,263 | $ 272,051 | $ 140,410 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |