Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2023 | Feb. 02, 2024 | |
Cover | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Dec. 31, 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, $0.01 par value | |
Trading Symbol | TECH | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 157,191,685 | |
Entity Central Index Key | 0000842023 | |
Current Fiscal Year End Date | --06-30 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME | ||||
Net sales | $ 272,598 | $ 271,581 | $ 549,533 | $ 541,236 |
Cost of sales | 96,011 | 88,221 | 187,755 | 178,280 |
Gross margin | 176,587 | 183,360 | 361,778 | 362,956 |
Operating expenses: | ||||
Selling, general and administrative | 115,667 | 93,010 | 220,998 | 192,386 |
Research and development | 22,916 | 22,459 | 46,914 | 46,362 |
Total operating expenses | 138,583 | 115,469 | 267,912 | 238,748 |
Operating income | 38,004 | 67,891 | 93,866 | 124,208 |
Other income (expense) | (4,617) | (1,462) | (10,921) | 45,938 |
Earnings before income taxes | 33,387 | 66,429 | 82,945 | 170,146 |
Income taxes (benefit) | 5,922 | 16,424 | 4,486 | 30,407 |
Net earnings, including noncontrolling interest | 27,465 | 50,005 | 78,459 | 139,739 |
Net earnings attributable to noncontrolling interest | 179 | |||
Net earnings attributable to Bio-Techne | 27,465 | 50,005 | 78,459 | 139,560 |
Other comprehensive income (loss): | ||||
Foreign currency translation income (loss) | 18,025 | 17,370 | 6,423 | (4,087) |
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 | (3,670) | (685) | (4,020) | 4,010 |
Other comprehensive income (loss) | 14,355 | 16,685 | 2,403 | 42 |
Other comprehensive income (loss) attributable to noncontrolling interest | (33) | |||
Other comprehensive income (loss) attributable to Bio-Techne | 14,355 | 16,685 | 2,403 | 75 |
Comprehensive income attributable to Bio-Techne | $ 41,820 | $ 66,690 | $ 80,862 | $ 139,635 |
Earnings per share attributable to Bio-Techne: | ||||
Basic (in dollars per share) | $ 0.17 | $ 0.32 | $ 0.50 | $ 0.89 |
Diluted (in dollars per share) | $ 0.17 | $ 0.31 | $ 0.49 | $ 0.86 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 157,533 | 157,011 | 157,826 | 156,887 |
Diluted (in shares) | 160,060 | 161,750 | 161,001 | 161,766 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 130,132 | $ 180,571 |
Short-term available-for-sale investments | 5,520 | 23,739 |
Accounts receivable, less allowance for doubtful accounts of $3,502 and $4,738, respectively | 207,451 | 218,468 |
Inventories | 180,839 | 171,638 |
Current assets held-for-sale | 26,647 | |
Other current assets | 40,051 | 27,066 |
Total current assets | 590,640 | 621,482 |
Property and equipment, net | 234,204 | 226,200 |
Right of use assets | 100,863 | 98,326 |
Goodwill | 980,082 | 872,737 |
Intangible assets, net | 550,605 | 534,645 |
Other assets | 274,359 | 285,302 |
Total assets | 2,730,753 | 2,638,692 |
Current liabilities: | ||
Trade accounts payable | 31,514 | 25,679 |
Salaries, wages and related accruals | 32,995 | 36,747 |
Accrued expenses | 17,159 | 14,880 |
Contract liabilities | 28,427 | 23,069 |
Income taxes payable | 6,646 | 12,022 |
Operating lease liabilities - current | 12,672 | 11,199 |
Contingent consideration payable | 3,500 | |
Current liabilities held-for-sale | 1,593 | |
Other current liabilities | 4,225 | 1,413 |
Total current liabilities | 135,231 | 128,509 |
Deferred income taxes | 71,575 | 88,982 |
Long-term debt obligations | 447,000 | 350,000 |
Operating lease liabilities | 96,027 | 93,766 |
Other long-term liabilities | 17,361 | 10,919 |
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 157,142,004 and 157,641,914 respectively | 1,571 | 1,576 |
Additional paid-in capital | 764,273 | 721,543 |
Retained earnings | 1,261,376 | 1,309,461 |
Accumulated other comprehensive loss | (63,661) | (66,064) |
Total Bio-Techne's shareholders' equity | 1,963,559 | 1,966,516 |
Total liabilities and shareholders' equity | $ 2,730,753 | $ 2,638,692 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||
Accounts receivable, allowance for doubtful accounts | $ 3,502 | $ 4,738 |
Undesignated capital stock, no par (in dollars per share) | $ 0 | $ 0 |
Undesignated capital stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Undesignated capital stock, shares issued (in shares) | 0 | 0 |
Undesignated capital stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, shares issued (in shares) | 157,142,004 | 157,641,914 |
Common stock, shares outstanding (in shares) | 157,142,004 | 157,641,914 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net earnings, including noncontrolling interest | $ 78,459 | $ 139,739 |
Adjustments to reconcile net earnings to net cash provided by operating activities: | ||
Depreciation and amortization | 56,343 | 53,344 |
Costs recognized on sale of acquired inventory | 364 | 400 |
Deferred income taxes | (22,314) | (6,365) |
Stock-based compensation expense | 22,846 | 31,205 |
Fair value adjustment to contingent consideration payable | (3,500) | (8,600) |
Gain on sale of CCXI investment | (37,176) | |
Fair value adjustment on available-for-sale investments | (283) | (839) |
(Gain) loss on equity method investment | 4,295 | |
Gain on sale of Eminence | 0 | (11,682) |
Leases, net | 1,196 | 640 |
Impairment of assets held-for-sale | 6,038 | |
Other operating activity | 256 | 112 |
Change in operating assets and operating liabilities, net of acquisition: | ||
Trade accounts and other receivables, net | 20,333 | 11,425 |
Inventories | (9,577) | (18,362) |
Prepaid expenses | (3,149) | (2,005) |
Trade accounts payable, accrued expenses, contract liabilities, and other | 5,382 | (11,541) |
Salaries, wages and related accruals | (4,305) | (33,265) |
Income taxes payable | (9,885) | 13,435 |
Net cash provided by (used in) operating activities | 142,499 | 120,465 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of available-for-sale investments | 23,759 | 26,509 |
Purchases of available-for-sale investments | (5,526) | (20,500) |
Proceeds from sale of CCXI investment | 73,219 | |
Additions to property and equipment | (28,456) | (15,665) |
Acquisitions, net of cash acquired | (169,707) | (101,184) |
Distributions from (Investments in) Wilson Wolf | 2,149 | |
Proceeds from sale of Eminence | 17,824 | |
Net cash provided by (used in) investing activities | (177,781) | (19,797) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Cash dividends | (25,213) | (25,106) |
Proceeds from stock option exercises | 19,670 | 16,977 |
Re-purchases of common stock | (80,042) | (19,562) |
Borrowings under line-of-credit agreement | 225,000 | 449,661 |
Repayments of long-term debt | (128,000) | (505,661) |
Taxes paid on RSUs and net share settlements | (21,302) | (17,853) |
Other financing activity | (2,457) | |
Net cash provided by (used in) financing activities | (9,887) | (104,001) |
Effect of exchange rate changes on cash and cash equivalents | (5,270) | (4,552) |
Net change in cash and cash equivalents | (50,439) | (7,885) |
Cash and cash equivalents at beginning of period | 180,571 | 172,567 |
Cash and cash equivalents at end of period | 130,132 | 164,682 |
Supplemental disclosure of cash flow information: | ||
Cash paid for income taxes | 37,645 | 26,411 |
Cash paid for interest | $ 8,586 | $ 5,619 |
Basis of Presentation and Summa
Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1. Basis of Presentation and Summary of Significant Accounting Policies: The interim consolidated financial statements of Bio-Techne Corporation and subsidiaries, (the Company) presented here have been prepared by the Company and are unaudited. They have been prepared in accordance with accounting principles generally accepted in the United States of America and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These interim unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, 2023, included in the Company's Annual Report on Form 10-K for fiscal 2023. A summary of significant accounting policies followed by the Company is detailed in the Company's Annual Report on Form 10-K for fiscal 2023. The Company follows these policies in preparation of the interim unaudited Condensed Consolidated Financial Statements. During the quarter ended December 31, 2023, the Company operated under two operating segments, Protein Sciences and Diagnostics and Genomics. The operating segments the Company operated under were consistent with the Company's operating segments disclosed in the Company's Annual Report on Form 10-K for fiscal 2023. Partially-owned consolidated subsidiary Investments 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. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows. There was $1.9 million and $4.3 million of loss for the quarter and six months ended December 31, 2023, respectively, recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. The Company’s total investment of $250 million is included within Other long-term assets on the Consolidated Balance Sheet. Restructuring actions and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets and other exit costs. Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action. Fiscal Year 2024 Restructuring Actions: In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency. These actions impacted approximately 4% of our global workforce. The Company is expecting to incur costs related to these actions through the first half of fiscal 2025, which will be recorded when specified criteria are met. As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale, including $1.4 million of goodwill allocated to the disposal group on a relative fair value basis. As a result of an impairment test performed over the disposal group, an impairment charge of $6.0 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Condensed Consolidated Statements of Earnings for the three and six months ended December 31, 2023. As of December 31, 2023, the assets remaining within the disposal group primarily include inventory of $11.3 million, property and equipment of $5.6 million, intangibles of $14.3 million, and current liabilities of $1.6 million. These assets are actively marketed and we believe their sale will be completed within the next 12 months. The held-for-sale assets and liabilities are recorded in Current assets held-for-sale and Current liabilities held-for-sale in our Condensed Consolidated Balance sheet as of December 31, 2023. The restructuring and restructuring-related charges, including the impairment of assets held-for-sale, for periods presented were recorded in the Condensed Consolidated Statements of Earnings as follows (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2023 Cost of sales $ 1,174 $ 1,174 Selling, general and administrative (1) 10,250 10,250 Total $ 11,424 $ 11,424 (1) Employee Asset-related Impairment of severance and other assets held-for-sale Total Protein Sciences $ 2,950 $ 472 $ 6,038 $ 9,460 Diagnostics and Genomics 739 — — 739 Corporate 1,193 32 — 1,225 Total $ 4,882 $ 504 $ 6,038 $ 11,424 Employee Asset-related Impairment of severance (1) and other (2) assets held-for-sale Total Expense incurred in the second quarter of 2024 $ 4,882 $ 504 $ 6,038 $ 11,424 Cash payments (1,257) (177) — (1,434) Non-cash adjustments — (191) (6,038) (6,229) Accrued restructuring actions balance as of December 31, 2023 $ 3,625 $ 136 $ — $ 3,761 (1) (2) Fiscal Year 2023 Restructuring Actions: QT Holdings Corporation (Quad) In August 2022, the Company informed employees of our decision to close our QT Holdings Corporation (Quad) facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring activities, a pre-tax charge of $2.2 million was recorded within our Protein Sciences segment. The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands): Employee Asset severance impairment and other Total Selling, general and administrative $ 1,328 $ 842 $ 2,170 Employee Asset severance impairment and other Total Expense incurred in the first quarter of 2023 $ 1,328 $ 842 $ 2,170 Cash payments (1,233) (772) (2,005) Adjustments (95) (70) (165) Accrued restructuring actions balances as of June 30, 2023 $ — $ — $ — Protein Sciences Realignment 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 fourth 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. Adjustments in fiscal year 2024 relate to the refinement of employee severance payouts. Additional pre-tax charges for the quarter and six months ended December 31, 2023 were approximately $0.13 million and $0.22 million, respectively. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee severance Expense incurred in fiscal year 2023 $ 1,677 Fiscal year 2023 cash payments (762) Fiscal year 2023 adjustments (18) Accrued restructuring actions balances as of June 30, 2023 $ 897 Fiscal year 2024 cash payments (923) Fiscal year 2024 adjustments (1) 221 Accrued restructuring actions balances as of December 31, 2023 (2) $ 195 (1) (2) Recently Adopted Accounting Pronouncements There were no accounting pronouncements adopted in the quarter ended December 31, 2023. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2023. |
Revenue Recognition
Revenue Recognition | 6 Months Ended |
Dec. 31, 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. 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 December 31, 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 December 31, 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 December 31, 2023 and June 30, 2023 were approximately $30.1 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the quarter and six month period ended Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented. Revenue by type is as follows (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Consumables $ 211,126 $ 217,330 $ 435,673 $ 433,760 Instruments 29,825 32,301 54,685 58,759 Services 24,129 15,852 45,583 37,297 Total product and services revenue, net $ 265,080 $ 265,483 $ 535,941 $ 529,816 Royalty revenues 7,518 6,098 13,592 11,420 Total revenues, net $ 272,598 $ 271,581 $ 549,533 $ 541,236 Revenue by geography is as follows (in thousands): c Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 United States $ 147,793 $ 149,005 $ 306,898 $ 304,436 EMEA, excluding United Kingdom 62,538 54,523 117,334 100,544 United Kingdom 10,675 10,872 23,126 22,574 APAC, excluding Greater China 19,042 17,968 36,392 35,433 Greater China 24,459 30,326 49,944 61,847 Rest of World 8,091 8,887 15,839 16,402 Net Sales $ 272,598 $ 271,581 $ 549,533 $ 541,236 |
Selected Balance Sheet Data
Selected Balance Sheet Data | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Selected Balance Sheet Data | Note 3. Selected Balance Sheet Data: Inventories: Inventories consist of (in thousands): December 31, June 30, 2023 2023 Raw materials $ 83,247 $ 84,551 Finished goods (1) 102,907 92,474 Inventories, net $ 186,154 $ 177,025 (1) Finished goods inventory of $5,315 and $5,387 included within Other long-term assets in the respective December 31, 2023 and June 30, 2023, Consolidated Balance Sheet. The inventory is included in long-term assets as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. Property and Equipment: Property and equipment consist of (in thousands): December 31, June 30, 2023 2023 Land $ 8,180 $ 9,100 Buildings and improvements 243,640 245,302 Machinery and equipment 199,533 190,019 Construction in progress 28,065 15,491 Property and equipment, cost 479,418 459,912 Accumulated depreciation and amortization (245,214) (233,712) Property and equipment, net $ 234,204 $ 226,200 Intangible Assets: Intangible assets consist of (in thousands): December 31, June 30, 2023 2023 Developed technology $ 657,192 $ 616,311 Trade names 152,206 146,945 Customer relationships 211,733 213,878 Patents 4,080 3,815 Other intangibles 11,865 11,566 Definite-lived intangible assets 1,037,076 992,515 Accumulated amortization (509,171) (480,570) Definite-lived intangibles assets, net 527,905 511,945 In process research and development 22,700 22,700 Total intangible assets, net $ 550,605 $ 534,645 Changes to the carrying amount of net intangible assets for the period ended December 31, 2023 consist of (in thousands): Beginning balance $ 534,645 Acquisitions 66,400 Other additions 556 Held-for-sale intangibles (1) (14,323) Amortization expense (40,383) Currency translation 3,710 Ending balance $ 550,605 (1) The estimated future amortization expense for intangible assets as of December 31, 2023 is as follows (in thousands): Remainder 2024 $ 39,332 2025 75,553 2026 71,575 2027 61,394 2028 57,733 Thereafter 222,318 Total $ 527,905 Goodwill: Changes to the carrying amount of goodwill for the period ended December 31, 2023 consist of (in thousands): Diagnostics and Protein Sciences Genomics Total June 30, 2023 $ 427,027 $ 445,710 $ 872,737 Acquisitions — 102,546 102,546 Held-for-sale goodwill (1) (1,400) — (1,400) Currency translation 318 5,881 6,199 December 31, 2023 $ 425,945 $ 554,137 $ 980,082 (1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale. We evaluate the carrying value of goodwill in the fourth quarter of each fiscal year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. The Company performed a qualitative goodwill impairment assessment for all of its reporting units during the fourth quarter of fiscal 2023. No indicators of impairment were identified as part of our assessment. Other Assets: Other assets consist of (in thousands): December 31, June 30, 2023 2023 Investment in Wilson Wolf $ 249,730 $ 255,857 Derivative instruments 11,589 16,857 Long-term inventory 5,315 5,387 Other 7,725 7,201 Other assets $ 274,359 $ 285,302 |
Acquisitions
Acquisitions | 6 Months Ended |
Dec. 31, 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 Earnings and Comprehensive Income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred. Fiscal year 2024 Acquisitions Lunaphore Technologies SA. On July 7, 2023, the Company acquired all of the ownership interests of Lunaphore Technologies SA (“Lunaphore”) for $169.7 million, in a cash-free, debt-free acquisition. Lunaphore is a leading developer of fully automated spatial biology solutions. The Lunaphore acquisition adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research markets. 805, Business Combinations . The allocation of purchase consideration related to Lunaphore is considered preliminary with provisional amounts primarily related to intangible assets, certain tax-related amounts, and goodwill. The Company expects to finalize the allocation of purchase price within the one-year measurement-period following the acquisition. Net sales of this business included in Bio-Techne's consolidated results of operations for the quarter and six month period ended December 31, 2023 were $3.4 million and $5.5 million, respectively. Operating loss of this business included in Bio-Techne's consolidated results of operations for the quarter and six month period ended December 31, 2023 was $6.9 million and $14.2 million, respectively. The preliminary estimated fair values of the assets acquired and liabilities assumed as of December 31, Preliminary allocation at December 31, 2023 Current assets $ 12,155 Equipment and other long-term assets 1,470 Intangible assets: Developed technologies 60,300 Tradenames 4,900 Customer relationships 1,200 Goodwill 102,546 Total assets acquired 182,571 Liabilities 7,096 Deferred income taxes, net 5,768 Net assets acquired $ 169,707 Cash paid 169,707 Net assets acquired $ 169,707 Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's preliminary assessment. The purchase price allocated to developed technology and customer relationships was based on management’s preliminary forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The purchase price allocated to trade names was based on management's preliminary forecasted cash inflows and outflows and using a relief from royalty method. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 14 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 8 years. The amount recorded for trade names is being amortized with the expense reflected in selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for trade names ranges from 4 years to 8 years. The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Fair Value Measurements | Note 5 . Fair Value Measurements: The Company’s financial instruments include cash and cash equivalents, available-for-sale investments, derivative instruments, accounts receivable, accounts payable, contingent consideration obligations, and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation. The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands). Total carrying value as of Fair Value Measurements Using Balance Sheet Location December 31, Inputs Considered as 2023 Level 1 Level 2 Level 3 Assets Certificates of deposit (1) Short-term available-for-sale investments $ 5,520 $ 5,520 $ — $ — Derivatives designated as hedging instruments - cash flow hedges Other assets 11,589 — 11,589 — Total assets $ 17,109 $ 5,520 $ 11,589 $ — Liabilities Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities $ 7,958 $ — $ 7,958 $ — Total liabilities $ 7,958 $ — $ 7,958 $ — Total carrying value as of Fair Value Measurements Using Balance Sheet Location June 30, Inputs Considered as 2023 Level 1 Level 2 Level 3 Assets Exchange traded securities (2) Short-term available-for-sale investments $ 23,739 $ 23,739 $ — $ — Derivative instruments - cash flow hedges Other assets 16,857 — 16,857 — Total assets $ 40,596 $ 23,739 $ 16,857 $ — Liabilities Contingent consideration Contingent consideration payable $ 3,500 $ — $ — $ 3,500 Total liabilities $ 3,500 $ — $ — $ 3,500 (1) The certificates of deposit have contractual maturity dates within one year. (2) During the quarter ended September 30 2023, the Company sold all of its outstanding shares of its exchange traded investment grade bond funds that it held at June 30, 2023. The cost basis and fair value of the Company’s exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively. Fair value measurements of available-for-sale securities Our available-for-sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. Fair value measurements of derivative instruments The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary. The following table presents the contractual amounts of the Company's outstanding instruments (in millions): December 31, June 30, Instruments Designation 2023 2023 Forward starting swaps (1) Cash flow hedge $ 300 $ 300 Cross-currency swap (2) Net investment hedge 150 — (1) (2) The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses within our Consolidated Financial Statements for the three and six months ended December 31, 2023 and December 31, 2022 were as follows (in thousands): (Gain) Loss Recognized in Accumulated Other Comprehensive Loss Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Cash flow hedges Forward starting swaps $ 5,669 $ 1,477 $ 7,956 $ (3,536) Net investment hedges Cross-currency swap 7,545 — 7,243 — Total $ 13,214 $ 1,477 $ 15,199 $ (3,536) (Gain) Loss Reclassified into Income Quarter Ended Six Months Ended December 31, December 31, Location of (Gain) Loss 2023 2022 2023 2022 in Income Statement Cash flow hedges Forward starting swaps $ (2,620) $ (1,036) $ (5,159) $ (619) Interest expense Net investment hedges Cross-currency swap (837) — (1,535) — Interest expense Total $ (3,457) $ (1,036) $ (6,694) $ (619) Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8. Fair value measurements of contingent consideration The Company does not have outstanding contingent consideration as of December 31, 2023 as the Asuragen and Namocell acquisitions did not meet their respective revenue milestones as of December 31, 2023. The Asuragen contingent agreement required the Company to make contingent consideration payments of up to $105.0 million if certain revenue thresholds were achieved by December 31, 2023. The opening balance sheet fair value of the liabilities was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Asuragen was $2.0 million as of June 30, 2023. The Namocell contingent agreement required the Company to make contingent consideration payments of up to $25.0 million if certain revenue thresholds were achieved by 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 continent consideration related to Namocell was $1.5 million as of June 30, 2023. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in selling, general and administrative expense. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2023 Fair value at the beginning of period $ 1,750 $ 3,500 Change in fair value of contingent consideration (1,750) (3,500) Payments — — Fair value at the end of period $ — $ — 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 | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Debt and Other Financing Arrangements | Note 6. Debt and Other Financing Arrangements: On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The 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 Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the 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 Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of December 31, 2023, the outstanding balance under the Credit Agreement was $447.0 million. |
Leases
Leases | 6 Months Ended |
Dec. 31, 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 recognizes operating lease expense on a straight-line basis over the lease term. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is Bio-Techne’s incremental borrowing rate or, if available, the rate implicit in the lease. Bio-Techne determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. During the six months ended December 31, 2023, the Company recognized $2.5 million in variable lease expense and $9.2 million relating to fixed lease expense in the Condensed Consolidated Statements of Earnings and Comprehensive Income. The following table summarizes the balance sheet classification of the Company’s operating leases and amounts of right-of-use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases (in thousands): As of December 31, Balance Sheet Classification 2023 Operating leases: Operating lease right-of-use assets Right-of-use asset $ 100,863 Current operating lease liabilities Operating lease liabilities - current $ 12,672 Noncurrent operating lease liabilities Operating lease liabilities 96,027 Total operating lease liabilities $ 108,699 Weighted average remaining lease term (in years): 8.85 Weighted average discount rate (%): 4.19 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 six months ended December 31, 2023 (in thousands): Six months ended December 31, 2023 Cash amounts paid on operating lease liabilities $ 8,062 Right-of-use assets obtained in exchange for lease liabilities $ 9,588 The following table summarizes the fair value of the lease liability by payment date for the Company’s operating leases by fiscal year (in thousands): December 31, 2023 Operating Leases Remainder 2024 $ 8,358 2025 16,413 2026 16,530 2027 13,766 2028 13,694 Thereafter 63,213 Total $ 131,974 Less: Amounts representing interest 23,275 Total lease obligations $ 108,699 Certain leases include one or more options to renew, with terms that extend the lease term up to five years. Bio-Techne includes the option to renew the lease as part of the right-of-use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, Bio-Techne is not reasonably certain to exercise such options. |
Supplemental Equity and Accumul
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) | Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss): Supplemental Equity The Company has declared cash dividends per share of $0.08 and $0.16 in the three and six months ended December 31, 2023 and 2022, respectively. Consolidated Changes in Equity (amounts in thousands): Bio-Techne Shareholders Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Shares Amount Capital Earnings Income(Loss) Total Balances at June 30, 2023 157,642 $ 1,576 $ 721,543 $ 1,309,461 $ (66,064) $ 1,966,516 Net earnings 50,993 50,993 Other comprehensive income (loss) (11,952) (11,952) Common stock issued for exercise of options 633 6 12,877 (15,460) (2,577) Common stock issued for restricted stock awards 47 1 0 (4,768) (4,767) Cash dividends (12,654) (12,654) Stock-based compensation expense 9,981 9,981 Common stock issued to employee stock purchase plan 33 1 2,093 2,094 Employee stock purchase plan expense 112 112 Balances at September 30, 2023 158,355 $ 1,584 $ 746,606 $ 1,327,572 $ (78,016) $ 1,997,746 Net earnings 27,465 27,465 Other comprehensive income (loss) 14,355 14,355 Share repurchases (1,397) (14) (80,028) (80,042) Common stock issued for exercise of options 157 1 4,914 (1,074) 3,841 Common stock issued for restricted stock awards 27 0 0 0 Cash dividends (12,559) (12,559) Stock-based compensation expense 12,413 12,413 Employee stock purchase plan expense 340 340 Balances at December 31, 2023 157,142 $ 1,571 $ 764,273 $ 1,261,376 $ (63,661) $ 1,963,559 Bio-Techne Shareholders Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling Shares Amount Capital Earnings Income(Loss) Interest Total Balances at June 30, 2022 156,644 $ 1,566 $ 652,467 $ 1,122,937 $ (75,200) $ (759) $ 1,701,011 Net earnings 89,555 179 89,734 Other comprehensive income (loss) (16,762) (16,762) Reclassification of cumulative translation adjustment for Eminence to non-operating income 152 (33) 119 Elimination of noncontrolling equity interest from sale of Eminence 613 613 Share repurchases (222) (2) (19,560) (19,562) Common stock issued for exercise of options 425 5 9,418 (11,428) (2,005) Common stock issued for restricted stock awards 45 0 0 (6,427) (6,427) Cash dividends (12,545) (12,545) Stock-based compensation expense 14,364 14,364 Common stock issued to employee stock purchase plan 36 0 2,517 2,517 Employee stock purchase plan expense 97 97 Balances at September 30, 2022 156,928 $ 1,569 $ 678,863 $ 1,162,532 $ (91,810) $ — $ 1,751,154 Net earnings 50,005 50,005 Other comprehensive income (loss) 16,685 16,685 Common stock issued for exercise of options 155 1 5,074 5,075 Common stock issued for restricted stock awards 11 1 1 2 Cash dividends (12,561) (12,561) Stock-based compensation expense 16,413 16,413 Employee stock purchase plan expense 333 333 Balances at December 31, 2022 157,094 $ 1,571 $ 700,684 $ 1,199,976 $ (75,125) $ — $ 1,827,106 Accumulated Other Comprehensive Income The components of other comprehensive income (loss) consist of changes in foreign currency translation adjustments and changes in net unrealized gains (losses) on derivative instruments designated as cash flow hedges. The Company reclassified a $2.6 million and a $0.8 million gain, net of taxes, from accumulated other comprehensive income (loss) to earnings during the three months ended December 31, 2023 and 2022, respectively. The Company reclassified a $5.1 million and a $0.3 million gain, net of taxes, from accumulated other comprehensive income (loss) to earnings during the six months ended December 31, 2023 and 2022, respectively. Changes in Accumulated Other Comprehensive Income (Loss) attributable to Bio-Techne by component: Three months ended December 31, 2023 (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance as of September 30, 2023, net of tax: $ 12,512 $ (90,528) $ (78,016) Other comprehensive income (loss), before tax: Amounts before reclassifications (5,669) 17,387 11,718 Amounts reclassified out 2,620 837 3,457 Total other comprehensive income (loss), before tax (3,049) 18,224 15,175 Tax (expense)/benefit (621) (199) (820) Total other comprehensive income (loss), net of tax (3,670) 18,025 14,355 Balance as of December 31, 2023, net of tax $ 8,842 $ (72,503) $ (63,661) Three months ended December 31, 2022 (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance as of September 30, 2022, attributable to Bio-Techne, net of tax: $ 12,764 $ (104,574) $ (91,810) Other comprehensive income (loss), before tax: Amounts before reclassifications, attributable to Bio-Techne (1,477) 17,370 15,893 Amounts reclassified out 1,036 — 1,036 Total other comprehensive income (loss), before tax (441) 17,370 16,929 Tax (expense)/benefit (244) — (244) Total other comprehensive income (loss), net of tax (685) 17,370 16,685 Balance as of December 31, 2022, net of tax $ 12,079 $ (87,204) $ (75,125) Six months ended December 31, 2023 (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance as of June 30, 2023, net of tax: $ 12,862 $ (78,926) $ (66,064) Other comprehensive income (loss), before tax: Amounts before reclassifications (7,956) 5,252 (2,704) Amounts reclassified out 5,159 1,535 6,694 Total other comprehensive income (loss), before tax (2,797) 6,787 3,990 Tax (expense)/benefit (1,223) (364) (1,587) Total other comprehensive income (loss), net of tax (4,020) 6,423 2,403 Balance as of December 31, 2023, net of tax (1) $ 8,842 $ (72,503) $ (63,661) Six months ended December 31, 2022 (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance as of June 30, 2022, attributable to Bio-Techne, net of tax: $ 8,069 $ (83,269) $ (75,200) Other comprehensive income (loss), before tax: Amounts before reclassifications, attributable to Bio-Techne 3,536 (4,087) (551) Amounts reclassified out 619 152 771 Total other comprehensive income (loss), before tax 4,155 (3,935) 220 Tax (expense)/benefit (145) — (145) Total other comprehensive income (loss), net of tax 4,010 (3,935) 75 Balance as of December 31, 2022, net of tax (1) $ 12,079 $ (87,204) $ (75,125) (1) Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within foreign currency translation adjustments do include impacts from the net investment hedge. |
Earnings Per Share
Earnings Per Share | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Earnings Per Share | Note 9. Earnings Per Share: The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts): Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Earnings per share – basic: Net earnings, including noncontrolling interest $ 27,465 $ 50,005 $ 78,459 $ 139,739 Less net earnings (loss) attributable to noncontrolling interest — — — 179 Net earnings attributable to Bio-Techne $ 27,465 $ 50,005 $ 78,459 $ 139,560 Income allocated to participating securities (3) (10) (13) (35) Income available to common shareholders $ 27,462 $ 49,995 $ 78,446 $ 139,525 Weighted-average shares outstanding – basic 157,533 157,011 157,826 156,887 Earnings per share – basic $ 0.17 $ 0.32 $ 0.50 $ 0.89 Earnings per share – diluted: Net earnings, including noncontrolling interest $ 27,465 $ 50,005 $ 78,459 $ 139,739 Less net earnings (loss) attributable to noncontrolling interest — — — 179 Net earnings attributable to Bio-Techne $ 27,465 $ 50,005 $ 78,459 $ 139,560 Income allocated to participating securities (3) (10) (13) (35) Income available to common shareholders $ 27,462 $ 49,995 $ 78,446 $ 139,525 Weighted-average shares outstanding – basic 157,533 157,011 157,826 156,887 Dilutive effect of stock options and restricted stock units 2,527 4,739 3,175 4,879 Weighted-average common shares outstanding – diluted 160,060 161,750 161,001 161,766 Earnings per share – diluted $ 0.17 $ 0.31 $ 0.49 $ 0.86 The dilutive effect of stock options and restricted stock units in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 6.2 million and 4.6 million for the quarter ended December 31, 2023 and 2022, respectively and 4.1 million and 4.6 million for the six months ended December 31, 2023 and 2022 respectively. |
Share-based Compensation
Share-based Compensation | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Share-based Compensation | Note 10. Share-based Compensation: During the six months ended December 31, 2023 and 2022, the Company granted 0.9 million and 2.3 million stock options at weighted average grant prices of $81.49 and $94.11 and weighted average fair values of $27.83 and $29.62, respectively. During the six months ended December 31, 2023 and 2022, the Company granted 322,950 and 87,852 restricted stock units at a weighted average fair value of $79.26 and $94.38, respectively. During the six months ended December 31, 2023 and 2022, the Company granted 27,196 and 10,816 shares of restricted common stock shares at a weighted average fair value of $56.98 and $73.94. Stock options for 1,218,443 and 814,807 shares of common stock with total intrinsic values of $61.6 million and $48.5 million were exercised during the six months ended December 31, 2023 and 2022, respectively. Stock-based compensation expense, inclusive of payroll taxes, of $12.4 million and $16.2 million was included in selling, general and administrative expenses for the quarter ended December 31, 2023 and 2022, respectively. Stock-based compensation expenses, inclusive of payroll taxes, of $23.5 million and $31.3 million was included in selling, general, and administrative expenses for the six months ended December 31, 2023 and 2022, respectively. Additionally, the Company recognized $0.3 million and $0.5 million of stock-based compensation costs in cost of goods sold in the quarter and six months ended December 31, 2023, respectively, compared to $0.3 million and $0.6 million in cost of goods sold in the comparative prior year periods. As of December 31, 2023, there was $54.7 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock. The weighted average period over which the compensation cost is expected to be recognized is 2.1 years. In fiscal 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase Plan (ESPP), which was approved by the Company's shareholders on October 30, 2014, and which is designed to comply with IRS provisions governing employee stock purchase plans. 800,000 shares were allocated to the ESPP. The Company recorded expense of $0.3 million for the quarter ended December 31, 2023 and $0.3 million for the quarter ended December 31, 2022. The Company recorded expense of $0.5 million and $0.4 million for the six months ended December 31, 2023 and 2022, respectively. |
Other Income _ (Expense)
Other Income / (Expense) | 6 Months Ended |
Dec. 31, 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): Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Interest expense $ (4,329) $ (2,356) $ (9,222) $ (6,146) Interest income 816 968 1,706 1,401 Gain (loss) on investment (1) — — 283 49,695 Gain (loss) on equity method investment (1,914) — (4,204) — Other non-operating income (expense), net 810 (74) 516 988 Total other income (expense) $ (4,617) $ (1,462) $ (10,921) $ 45,938 (1) Primarily due to a $0.3 million gain on the sale of our exchange traded investment grade bond funds during the six months ended December 31, 2023 compared to a $37.2 million gain on the sale of our ChemoCentryx investment and a $11.7 million gain on the sale of Eminence in the six months ended December 31, 2022. |
Income Taxes
Income Taxes | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Income Taxes | Note 12. Income Taxes: The Company’s effective income tax rate for the second quarter of fiscal 2024 and 2023 was 17.7% and 24.7%, respectively, of consolidated earnings before income taxes, inclusive of discrete items, and 5.4% and 17.9% for the first six months of fiscal 2024 and 2023, respectively. The change in the Company’s tax rate for the quarter and six months ended December 31, 2023 compared to the quarter and six months ended December 31, 2022 was driven by discrete tax items. The Company recognized total net benefits related to discrete tax items of $2.8 million and $16.3 million during the quarter and six months ended December 31, 2023, respectively, compared to total net expense of $4.6 million and total net benefits of $3.2 million during the quarter and six months ended December 31, 2022, respectively. Share-based compensation excess tax benefit contributed $1.3 million and $11.7 million in the quarter and six months ended December 31, 2023, respectively, compared to $0.9 million and $9.1 million in the quarter and six months, ended December 31, 2022, respectively. During the quarter and six months ended December 31, 2023, the Company had total other immaterial discrete tax benefit of $1.5 million and $4.6 million, respectively. During the quarter and six months ended December 31, 2022, the Company had discrete tax expense of $5.7 million related to taxes associated with a planned distribution from our China entity. The Company recognized total other immaterial net discrete tax benefits of $0.2 million in the quarter ended December 31, 2022 and net discrete tax expense of $0.2 million in the six months ended December 31, 2022, respectively. |
Segment Information
Segment Information | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Segment Information | Note 13. Segment Information: The Company's management evaluates segment operating performance based on operating income before certain charges to cost of sales and selling, general and administrative expenses, principally associated with the impact of partially-owned consolidated subsidiaries as well as acquisition accounting related to inventory, amortization of acquisition-related intangible assets and other acquisition-related expenses. The Protein Sciences and Diagnostics and Genomics segments both include consumables, instruments, services and royalty revenue. The following is financial information relating to the Company's reportable segments (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Net sales: Protein Sciences $ 197,670 $ 203,887 $ 402,325 $ 403,836 Diagnostics and Genomics 75,408 68,003 148,204 137,907 Intersegment (480) (309) (996) (507) Consolidated net sales $ 272,598 $ 271,581 $ 549,533 $ 541,236 Operating income: Protein Sciences $ 79,586 $ 89,336 $ 167,947 $ 175,278 Diagnostics and Genomics 4,556 8,296 5,082 16,934 Segment operating income $ 84,142 $ 97,632 $ 173,029 $ 192,212 Costs recognized on sale of acquired inventory (183) (100) (364) (400) Amortization of intangibles (19,769) (19,125) (39,620) (38,408) Impact of partially-owned consolidated subsidiaries (1) — — — 647 Acquisition related expenses and other 525 8,307 1,114 8,010 Impairment of assets held-for-sale (6,038) — (6,038) — Stock based compensation, inclusive of employer taxes (12,958) (16,878) (24,453) (32,336) Restructuring and restructuring-related costs (5,518) (780) (5,607) (2,950) Corporate general, selling, and administrative expenses (2,197) (1,165) (4,195) (2,567) Consolidated operating income $ 38,004 $ 67,891 $ 93,866 $ 124,208 (1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Dec. 31, 2023 | |
Notes to Financial Statements | |
Subsequent Events | Note 14. Subsequent Events: None. |
Basis of Presentation and Sum_2
Basis of Presentation and Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Policy Text Block [Abstract] | |
Investments | Partially-owned consolidated subsidiary Investments 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. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows. There was $1.9 million and $4.3 million of loss for the quarter and six months ended December 31, 2023, respectively, recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. The Company’s total investment of $250 million is included within Other long-term assets on the Consolidated Balance Sheet. |
Restructuring actions | Restructuring actions and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets and other exit costs. Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action. Fiscal Year 2024 Restructuring Actions: In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency. These actions impacted approximately 4% of our global workforce. The Company is expecting to incur costs related to these actions through the first half of fiscal 2025, which will be recorded when specified criteria are met. As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale, including $1.4 million of goodwill allocated to the disposal group on a relative fair value basis. As a result of an impairment test performed over the disposal group, an impairment charge of $6.0 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Condensed Consolidated Statements of Earnings for the three and six months ended December 31, 2023. As of December 31, 2023, the assets remaining within the disposal group primarily include inventory of $11.3 million, property and equipment of $5.6 million, intangibles of $14.3 million, and current liabilities of $1.6 million. These assets are actively marketed and we believe their sale will be completed within the next 12 months. The held-for-sale assets and liabilities are recorded in Current assets held-for-sale and Current liabilities held-for-sale in our Condensed Consolidated Balance sheet as of December 31, 2023. The restructuring and restructuring-related charges, including the impairment of assets held-for-sale, for periods presented were recorded in the Condensed Consolidated Statements of Earnings as follows (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2023 Cost of sales $ 1,174 $ 1,174 Selling, general and administrative (1) 10,250 10,250 Total $ 11,424 $ 11,424 (1) Employee Asset-related Impairment of severance and other assets held-for-sale Total Protein Sciences $ 2,950 $ 472 $ 6,038 $ 9,460 Diagnostics and Genomics 739 — — 739 Corporate 1,193 32 — 1,225 Total $ 4,882 $ 504 $ 6,038 $ 11,424 Employee Asset-related Impairment of severance (1) and other (2) assets held-for-sale Total Expense incurred in the second quarter of 2024 $ 4,882 $ 504 $ 6,038 $ 11,424 Cash payments (1,257) (177) — (1,434) Non-cash adjustments — (191) (6,038) (6,229) Accrued restructuring actions balance as of December 31, 2023 $ 3,625 $ 136 $ — $ 3,761 (1) (2) Fiscal Year 2023 Restructuring Actions: QT Holdings Corporation (Quad) In August 2022, the Company informed employees of our decision to close our QT Holdings Corporation (Quad) facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring activities, a pre-tax charge of $2.2 million was recorded within our Protein Sciences segment. The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands): Employee Asset severance impairment and other Total Selling, general and administrative $ 1,328 $ 842 $ 2,170 Employee Asset severance impairment and other Total Expense incurred in the first quarter of 2023 $ 1,328 $ 842 $ 2,170 Cash payments (1,233) (772) (2,005) Adjustments (95) (70) (165) Accrued restructuring actions balances as of June 30, 2023 $ — $ — $ — Protein Sciences Realignment 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 fourth 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. Adjustments in fiscal year 2024 relate to the refinement of employee severance payouts. Additional pre-tax charges for the quarter and six months ended December 31, 2023 were approximately $0.13 million and $0.22 million, respectively. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee severance Expense incurred in fiscal year 2023 $ 1,677 Fiscal year 2023 cash payments (762) Fiscal year 2023 adjustments (18) Accrued restructuring actions balances as of June 30, 2023 $ 897 Fiscal year 2024 cash payments (923) Fiscal year 2024 adjustments (1) 221 Accrued restructuring actions balances as of December 31, 2023 (2) $ 195 (1) (2) |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements There were no accounting pronouncements adopted in the quarter ended December 31, 2023. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2023. |
Basis of Presentation and Sum_3
Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of restructuring charges | The restructuring and restructuring-related charges, including the impairment of assets held-for-sale, for periods presented were recorded in the Condensed Consolidated Statements of Earnings as follows (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2023 Cost of sales $ 1,174 $ 1,174 Selling, general and administrative (1) 10,250 10,250 Total $ 11,424 $ 11,424 (1) Employee Asset-related Impairment of severance and other assets held-for-sale Total Protein Sciences $ 2,950 $ 472 $ 6,038 $ 9,460 Diagnostics and Genomics 739 — — 739 Corporate 1,193 32 — 1,225 Total $ 4,882 $ 504 $ 6,038 $ 11,424 Employee Asset-related Impairment of severance (1) and other (2) assets held-for-sale Total Expense incurred in the second quarter of 2024 $ 4,882 $ 504 $ 6,038 $ 11,424 Cash payments (1,257) (177) — (1,434) Non-cash adjustments — (191) (6,038) (6,229) Accrued restructuring actions balance as of December 31, 2023 $ 3,625 $ 136 $ — $ 3,761 (1) (2) |
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 | |
Notes Tables | |
Schedule of restructuring charges | and six months ended December 31, 2023 were approximately $0.13 million and $0.22 million, respectively. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands): Employee severance Expense incurred in fiscal year 2023 $ 1,677 Fiscal year 2023 cash payments (762) Fiscal year 2023 adjustments (18) Accrued restructuring actions balances as of June 30, 2023 $ 897 Fiscal year 2024 cash payments (923) Fiscal year 2024 adjustments (1) 221 Accrued restructuring actions balances as of December 31, 2023 (2) $ 195 (1) (2) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedules of disaggregated revenue | Revenue by type is as follows (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Consumables $ 211,126 $ 217,330 $ 435,673 $ 433,760 Instruments 29,825 32,301 54,685 58,759 Services 24,129 15,852 45,583 37,297 Total product and services revenue, net $ 265,080 $ 265,483 $ 535,941 $ 529,816 Royalty revenues 7,518 6,098 13,592 11,420 Total revenues, net $ 272,598 $ 271,581 $ 549,533 $ 541,236 Revenue by geography is as follows (in thousands): c Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 United States $ 147,793 $ 149,005 $ 306,898 $ 304,436 EMEA, excluding United Kingdom 62,538 54,523 117,334 100,544 United Kingdom 10,675 10,872 23,126 22,574 APAC, excluding Greater China 19,042 17,968 36,392 35,433 Greater China 24,459 30,326 49,944 61,847 Rest of World 8,091 8,887 15,839 16,402 Net Sales $ 272,598 $ 271,581 $ 549,533 $ 541,236 |
Selected Balance Sheet Data (Ta
Selected Balance Sheet Data (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of inventories | Inventories consist of (in thousands): December 31, June 30, 2023 2023 Raw materials $ 83,247 $ 84,551 Finished goods (1) 102,907 92,474 Inventories, net $ 186,154 $ 177,025 (1) Finished goods inventory of $5,315 and $5,387 included within Other long-term assets in the respective December 31, 2023 and June 30, 2023, Consolidated Balance Sheet. The inventory is included in long-term assets as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. |
Schedule of property and equipment | Property and equipment consist of (in thousands): December 31, June 30, 2023 2023 Land $ 8,180 $ 9,100 Buildings and improvements 243,640 245,302 Machinery and equipment 199,533 190,019 Construction in progress 28,065 15,491 Property and equipment, cost 479,418 459,912 Accumulated depreciation and amortization (245,214) (233,712) Property and equipment, net $ 234,204 $ 226,200 |
Schedule of intangible assets | Intangible assets consist of (in thousands): December 31, June 30, 2023 2023 Developed technology $ 657,192 $ 616,311 Trade names 152,206 146,945 Customer relationships 211,733 213,878 Patents 4,080 3,815 Other intangibles 11,865 11,566 Definite-lived intangible assets 1,037,076 992,515 Accumulated amortization (509,171) (480,570) Definite-lived intangibles assets, net 527,905 511,945 In process research and development 22,700 22,700 Total intangible assets, net $ 550,605 $ 534,645 |
Schedule of changes in carrying amount of net intangible assets | Changes to the carrying amount of net intangible assets for the period ended December 31, 2023 consist of (in thousands): Beginning balance $ 534,645 Acquisitions 66,400 Other additions 556 Held-for-sale intangibles (1) (14,323) Amortization expense (40,383) Currency translation 3,710 Ending balance $ 550,605 (1) |
Schedule of estimated future amortization expense for intangible assets | The estimated future amortization expense for intangible assets as of December 31, 2023 is as follows (in thousands): Remainder 2024 $ 39,332 2025 75,553 2026 71,575 2027 61,394 2028 57,733 Thereafter 222,318 Total $ 527,905 |
Schedule of changes to the carrying amount of goodwill | Changes to the carrying amount of goodwill for the period ended December 31, 2023 consist of (in thousands): Diagnostics and Protein Sciences Genomics Total June 30, 2023 $ 427,027 $ 445,710 $ 872,737 Acquisitions — 102,546 102,546 Held-for-sale goodwill (1) (1,400) — (1,400) Currency translation 318 5,881 6,199 December 31, 2023 $ 425,945 $ 554,137 $ 980,082 (1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale. |
Schedule of other assets | Other assets consist of (in thousands): December 31, June 30, 2023 2023 Investment in Wilson Wolf $ 249,730 $ 255,857 Derivative instruments 11,589 16,857 Long-term inventory 5,315 5,387 Other 7,725 7,201 Other assets $ 274,359 $ 285,302 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Lunaphore Technologies SA. | |
Notes Tables | |
Schedule of the aggregate purchase price of the acquisitions that was allocated to the assets acquired and liabilities assumed | The preliminary estimated fair values of the assets acquired and liabilities assumed as of December 31, Preliminary allocation at December 31, 2023 Current assets $ 12,155 Equipment and other long-term assets 1,470 Intangible assets: Developed technologies 60,300 Tradenames 4,900 Customer relationships 1,200 Goodwill 102,546 Total assets acquired 182,571 Liabilities 7,096 Deferred income taxes, net 5,768 Net assets acquired $ 169,707 Cash paid 169,707 Net assets acquired $ 169,707 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 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 Balance Sheet Location December 31, Inputs Considered as 2023 Level 1 Level 2 Level 3 Assets Certificates of deposit (1) Short-term available-for-sale investments $ 5,520 $ 5,520 $ — $ — Derivatives designated as hedging instruments - cash flow hedges Other assets 11,589 — 11,589 — Total assets $ 17,109 $ 5,520 $ 11,589 $ — Liabilities Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities $ 7,958 $ — $ 7,958 $ — Total liabilities $ 7,958 $ — $ 7,958 $ — Total carrying value as of Fair Value Measurements Using Balance Sheet Location June 30, Inputs Considered as 2023 Level 1 Level 2 Level 3 Assets Exchange traded securities (2) Short-term available-for-sale investments $ 23,739 $ 23,739 $ — $ — Derivative instruments - cash flow hedges Other assets 16,857 — 16,857 — Total assets $ 40,596 $ 23,739 $ 16,857 $ — Liabilities Contingent consideration Contingent consideration payable $ 3,500 $ — $ — $ 3,500 Total liabilities $ 3,500 $ — $ — $ 3,500 (1) The certificates of deposit have contractual maturity dates within one year. (2) During the quarter ended September 30 2023, the Company sold all of its outstanding shares of its exchange traded investment grade bond funds that it held at June 30, 2023. The cost basis and fair value of the Company’s exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively. |
Schedule of contractual amounts of the outstanding instruments | The following table presents the contractual amounts of the Company's outstanding instruments (in millions): December 31, June 30, Instruments Designation 2023 2023 Forward starting swaps (1) Cash flow hedge $ 300 $ 300 Cross-currency swap (2) Net investment hedge 150 — (1) (2) |
Schedule of pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses | The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses within our Consolidated Financial Statements for the three and six months ended December 31, 2023 and December 31, 2022 were as follows (in thousands): (Gain) Loss Recognized in Accumulated Other Comprehensive Loss Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Cash flow hedges Forward starting swaps $ 5,669 $ 1,477 $ 7,956 $ (3,536) Net investment hedges Cross-currency swap 7,545 — 7,243 — Total $ 13,214 $ 1,477 $ 15,199 $ (3,536) (Gain) Loss Reclassified into Income Quarter Ended Six Months Ended December 31, December 31, Location of (Gain) Loss 2023 2022 2023 2022 in Income Statement Cash flow hedges Forward starting swaps $ (2,620) $ (1,036) $ (5,159) $ (619) Interest expense Net investment hedges Cross-currency swap (837) — (1,535) — Interest expense Total $ (3,457) $ (1,036) $ (6,694) $ (619) |
Schedule of the reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) | The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2023 Fair value at the beginning of period $ 1,750 $ 3,500 Change in fair value of contingent consideration (1,750) (3,500) Payments — — Fair value at the end of period $ — $ — |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Dec. 31, 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 and amounts of right-of-use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases (in thousands): As of December 31, Balance Sheet Classification 2023 Operating leases: Operating lease right-of-use assets Right-of-use asset $ 100,863 Current operating lease liabilities Operating lease liabilities - current $ 12,672 Noncurrent operating lease liabilities Operating lease liabilities 96,027 Total operating lease liabilities $ 108,699 Weighted average remaining lease term (in years): 8.85 Weighted average discount rate (%): 4.19 |
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 six months ended December 31, 2023 (in thousands): Six months ended December 31, 2023 Cash amounts paid on operating lease liabilities $ 8,062 Right-of-use assets obtained in exchange for lease liabilities $ 9,588 |
Schedule of the fair value of the lease liability by payment date for the operating leases by fiscal year | The following table summarizes the fair value of the lease liability by payment date for the Company’s operating leases by fiscal year (in thousands): December 31, 2023 Operating Leases Remainder 2024 $ 8,358 2025 16,413 2026 16,530 2027 13,766 2028 13,694 Thereafter 63,213 Total $ 131,974 Less: Amounts representing interest 23,275 Total lease obligations $ 108,699 |
Supplemental Equity and Accum_2
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of the Consolidated Changes in Equity | Consolidated Changes in Equity (amounts in thousands): Bio-Techne Shareholders Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Shares Amount Capital Earnings Income(Loss) Total Balances at June 30, 2023 157,642 $ 1,576 $ 721,543 $ 1,309,461 $ (66,064) $ 1,966,516 Net earnings 50,993 50,993 Other comprehensive income (loss) (11,952) (11,952) Common stock issued for exercise of options 633 6 12,877 (15,460) (2,577) Common stock issued for restricted stock awards 47 1 0 (4,768) (4,767) Cash dividends (12,654) (12,654) Stock-based compensation expense 9,981 9,981 Common stock issued to employee stock purchase plan 33 1 2,093 2,094 Employee stock purchase plan expense 112 112 Balances at September 30, 2023 158,355 $ 1,584 $ 746,606 $ 1,327,572 $ (78,016) $ 1,997,746 Net earnings 27,465 27,465 Other comprehensive income (loss) 14,355 14,355 Share repurchases (1,397) (14) (80,028) (80,042) Common stock issued for exercise of options 157 1 4,914 (1,074) 3,841 Common stock issued for restricted stock awards 27 0 0 0 Cash dividends (12,559) (12,559) Stock-based compensation expense 12,413 12,413 Employee stock purchase plan expense 340 340 Balances at December 31, 2023 157,142 $ 1,571 $ 764,273 $ 1,261,376 $ (63,661) $ 1,963,559 Bio-Techne Shareholders Accumulated Additional Other Common Stock Paid-in Retained Comprehensive Noncontrolling Shares Amount Capital Earnings Income(Loss) Interest Total Balances at June 30, 2022 156,644 $ 1,566 $ 652,467 $ 1,122,937 $ (75,200) $ (759) $ 1,701,011 Net earnings 89,555 179 89,734 Other comprehensive income (loss) (16,762) (16,762) Reclassification of cumulative translation adjustment for Eminence to non-operating income 152 (33) 119 Elimination of noncontrolling equity interest from sale of Eminence 613 613 Share repurchases (222) (2) (19,560) (19,562) Common stock issued for exercise of options 425 5 9,418 (11,428) (2,005) Common stock issued for restricted stock awards 45 0 0 (6,427) (6,427) Cash dividends (12,545) (12,545) Stock-based compensation expense 14,364 14,364 Common stock issued to employee stock purchase plan 36 0 2,517 2,517 Employee stock purchase plan expense 97 97 Balances at September 30, 2022 156,928 $ 1,569 $ 678,863 $ 1,162,532 $ (91,810) $ — $ 1,751,154 Net earnings 50,005 50,005 Other comprehensive income (loss) 16,685 16,685 Common stock issued for exercise of options 155 1 5,074 5,075 Common stock issued for restricted stock awards 11 1 1 2 Cash dividends (12,561) (12,561) Stock-based compensation expense 16,413 16,413 Employee stock purchase plan expense 333 333 Balances at December 31, 2022 157,094 $ 1,571 $ 700,684 $ 1,199,976 $ (75,125) $ — $ 1,827,106 |
Schedule of changes in Accumulated Other Comprehensive Income (Loss) | Three months ended December 31, 2023 (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance as of September 30, 2023, net of tax: $ 12,512 $ (90,528) $ (78,016) Other comprehensive income (loss), before tax: Amounts before reclassifications (5,669) 17,387 11,718 Amounts reclassified out 2,620 837 3,457 Total other comprehensive income (loss), before tax (3,049) 18,224 15,175 Tax (expense)/benefit (621) (199) (820) Total other comprehensive income (loss), net of tax (3,670) 18,025 14,355 Balance as of December 31, 2023, net of tax $ 8,842 $ (72,503) $ (63,661) Three months ended December 31, 2022 (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance as of September 30, 2022, attributable to Bio-Techne, net of tax: $ 12,764 $ (104,574) $ (91,810) Other comprehensive income (loss), before tax: Amounts before reclassifications, attributable to Bio-Techne (1,477) 17,370 15,893 Amounts reclassified out 1,036 — 1,036 Total other comprehensive income (loss), before tax (441) 17,370 16,929 Tax (expense)/benefit (244) — (244) Total other comprehensive income (loss), net of tax (685) 17,370 16,685 Balance as of December 31, 2022, net of tax $ 12,079 $ (87,204) $ (75,125) Six months ended December 31, 2023 (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance as of June 30, 2023, net of tax: $ 12,862 $ (78,926) $ (66,064) Other comprehensive income (loss), before tax: Amounts before reclassifications (7,956) 5,252 (2,704) Amounts reclassified out 5,159 1,535 6,694 Total other comprehensive income (loss), before tax (2,797) 6,787 3,990 Tax (expense)/benefit (1,223) (364) (1,587) Total other comprehensive income (loss), net of tax (4,020) 6,423 2,403 Balance as of December 31, 2023, net of tax (1) $ 8,842 $ (72,503) $ (63,661) Six months ended December 31, 2022 (in thousands): Unrealized Gains Foreign (Losses) on Currency Derivative Translation Instruments Adjustments Total Balance as of June 30, 2022, attributable to Bio-Techne, net of tax: $ 8,069 $ (83,269) $ (75,200) Other comprehensive income (loss), before tax: Amounts before reclassifications, attributable to Bio-Techne 3,536 (4,087) (551) Amounts reclassified out 619 152 771 Total other comprehensive income (loss), before tax 4,155 (3,935) 220 Tax (expense)/benefit (145) — (145) Total other comprehensive income (loss), net of tax 4,010 (3,935) 75 Balance as of December 31, 2022, net of tax (1) $ 12,079 $ (87,204) $ (75,125) (1) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 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): Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Earnings per share – basic: Net earnings, including noncontrolling interest $ 27,465 $ 50,005 $ 78,459 $ 139,739 Less net earnings (loss) attributable to noncontrolling interest — — — 179 Net earnings attributable to Bio-Techne $ 27,465 $ 50,005 $ 78,459 $ 139,560 Income allocated to participating securities (3) (10) (13) (35) Income available to common shareholders $ 27,462 $ 49,995 $ 78,446 $ 139,525 Weighted-average shares outstanding – basic 157,533 157,011 157,826 156,887 Earnings per share – basic $ 0.17 $ 0.32 $ 0.50 $ 0.89 Earnings per share – diluted: Net earnings, including noncontrolling interest $ 27,465 $ 50,005 $ 78,459 $ 139,739 Less net earnings (loss) attributable to noncontrolling interest — — — 179 Net earnings attributable to Bio-Techne $ 27,465 $ 50,005 $ 78,459 $ 139,560 Income allocated to participating securities (3) (10) (13) (35) Income available to common shareholders $ 27,462 $ 49,995 $ 78,446 $ 139,525 Weighted-average shares outstanding – basic 157,533 157,011 157,826 156,887 Dilutive effect of stock options and restricted stock units 2,527 4,739 3,175 4,879 Weighted-average common shares outstanding – diluted 160,060 161,750 161,001 161,766 Earnings per share – diluted $ 0.17 $ 0.31 $ 0.49 $ 0.86 |
Other Income _ (Expense) (Table
Other Income / (Expense) (Tables) | 6 Months Ended |
Dec. 31, 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): Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Interest expense $ (4,329) $ (2,356) $ (9,222) $ (6,146) Interest income 816 968 1,706 1,401 Gain (loss) on investment (1) — — 283 49,695 Gain (loss) on equity method investment (1,914) — (4,204) — Other non-operating income (expense), net 810 (74) 516 988 Total other income (expense) $ (4,617) $ (1,462) $ (10,921) $ 45,938 (1) Primarily due to a $0.3 million gain on the sale of our exchange traded investment grade bond funds during the six months ended December 31, 2023 compared to a $37.2 million gain on the sale of our ChemoCentryx investment and a $11.7 million gain on the sale of Eminence in the six months ended December 31, 2022. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Notes Tables | |
Schedule of financial information by reportable segment | The following is financial information relating to the Company's reportable segments (in thousands): Quarter Ended Six Months Ended December 31, December 31, 2023 2022 2023 2022 Net sales: Protein Sciences $ 197,670 $ 203,887 $ 402,325 $ 403,836 Diagnostics and Genomics 75,408 68,003 148,204 137,907 Intersegment (480) (309) (996) (507) Consolidated net sales $ 272,598 $ 271,581 $ 549,533 $ 541,236 Operating income: Protein Sciences $ 79,586 $ 89,336 $ 167,947 $ 175,278 Diagnostics and Genomics 4,556 8,296 5,082 16,934 Segment operating income $ 84,142 $ 97,632 $ 173,029 $ 192,212 Costs recognized on sale of acquired inventory (183) (100) (364) (400) Amortization of intangibles (19,769) (19,125) (39,620) (38,408) Impact of partially-owned consolidated subsidiaries (1) — — — 647 Acquisition related expenses and other 525 8,307 1,114 8,010 Impairment of assets held-for-sale (6,038) — (6,038) — Stock based compensation, inclusive of employer taxes (12,958) (16,878) (24,453) (32,336) Restructuring and restructuring-related costs (5,518) (780) (5,607) (2,950) Corporate general, selling, and administrative expenses (2,197) (1,165) (4,195) (2,567) Consolidated operating income $ 38,004 $ 67,891 $ 93,866 $ 124,208 (1) Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023. |
Basis of Presentation and Sum_4
Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Mar. 31, 2023 USD ($) | Sep. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2023 USD ($) shares | Dec. 31, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2023 USD ($) segment shares | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) shares | |
Number of Operating Segments | segment | 2 | ||||||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | $ 17,824 | ||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 272,598 | $ 271,581 | $ 549,533 | 541,236 | |||||
Gain on sale of Eminence | 0 | $ 11,682 | |||||||
Gain (loss) on equity method investment | $ (1,914) | (4,204) | |||||||
Positions eliminated during the period as a percentage | 4% | ||||||||
Current liabilities attributable to disposal group held for sale | $ 1,593 | 1,593 | |||||||
Impairment of Long-Lived Assets to be Disposed of | $ 6,038 | ||||||||
Common stock, shares authorized (in shares) | shares | 400,000,000 | 400,000,000 | 400,000,000 | ||||||
Eminence Biotechnology | |||||||||
Proceeds from Divestiture of Interest in Consolidated Subsidiaries | $ 17,800 | ||||||||
Protein Sciences | |||||||||
Goodwill attributable to disposal group held for sale | $ 1,400 | $ 1,400 | |||||||
Current liabilities attributable to disposal group held for sale | 1,600 | 1,600 | |||||||
Pre-tax restructuring charges | 130 | 220 | $ 1,700 | ||||||
Protein Sciences | Current Assets, Held For Sale | |||||||||
Inventory attributable to disposal group | 11,300 | 11,300 | |||||||
Property, plant and equipment attributable to disposal group held for sale | 5,600 | 5,600 | |||||||
Intangible assets, excluding goodwill, attributable to disposal group held for sale | 14,300 | 14,300 | |||||||
Protein Sciences | Eminence Biotechnology | |||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 2,000 | ||||||||
Wilson Wolf Corporation | |||||||||
Investment percentage | 19.90% | ||||||||
Gain (loss) on equity method investment | (1,900) | (4,300) | |||||||
Investment amount | $ 250,000 | $ 250,000 | |||||||
Payments to Acquire Investments | $ 232,000 | $ 25,000 | |||||||
Forward Contract, Milestone, Multiple for Total Expected Payments | 4.4 | 4.4 | |||||||
Wilson Wolf Corporation | First Part of Forward Contract | |||||||||
Forward Contract, Milestone, Annual Revenue Required | $ 92,000 | $ 92,000 | |||||||
Forward Contract, Milestone, Annual EBITDA | 55,000 | 55,000 | |||||||
Wilson Wolf Corporation | Second Part of Forward Contract | |||||||||
Forward Contract, Milestone, Annual Revenue Required | 226,000 | 226,000 | |||||||
Forward Contract, Milestone, Annual EBITDA | 136,000 | 136,000 | |||||||
Forward Contract, Additional Investment | 1,000,000 | $ 1,000,000 | |||||||
Selling, General and Administrative Expenses | Protein Sciences | |||||||||
Asset Impairment Charges | $ 6,000 | ||||||||
QT Holdings Corporation | Protein Sciences | |||||||||
Pre-tax restructuring charges | $ 2,200 | ||||||||
Eminence Biotechnology | Nonoperating Income (Expense) | |||||||||
Gain on sale of Eminence | $ 11,700 |
Basis of Presentation and Sum_5
Basis of Presentation and Summary of Significant Accounting Policies - Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2023 | |
Restructuring costs | $ 11,424 | $ 11,424 | |||
Cash payments | (1,434) | ||||
Non-cash adjustments | (6,229) | ||||
Accrued restructuring actions balances | 3,761 | 3,761 | |||
Corporate | |||||
Restructuring costs | 1,225 | ||||
Diagnostics and Genomics | |||||
Restructuring costs | 739 | ||||
Protein Sciences | |||||
Restructuring costs | 9,460 | ||||
Protein Sciences | QT Holdings Corporation | |||||
Restructuring costs | $ 2,170 | ||||
Cash payments | $ (2,005) | ||||
Adjustments | (165) | ||||
Cost of Sales | |||||
Restructuring costs | 1,174 | 1,174 | |||
Selling, General and Administrative Expenses | |||||
Restructuring costs | 10,250 | 10,250 | |||
Selling, General and Administrative Expenses | Protein Sciences | QT Holdings Corporation | |||||
Restructuring costs | $ 2,170 | ||||
Employee severance | |||||
Restructuring costs | 4,882 | 4,882 | |||
Cash payments | (1,257) | ||||
Accrued restructuring actions balances | 3,625 | 3,625 | |||
Employee severance | Corporate | |||||
Restructuring costs | 1,193 | ||||
Employee severance | Diagnostics and Genomics | |||||
Restructuring costs | 739 | ||||
Employee severance | Protein Sciences | |||||
Accrued restructuring actions balances | 195 | 897 | |||
Restructuring costs | 2,950 | 1,677 | |||
Cash payments | (923) | (762) | |||
Adjustments | 221 | 18 | |||
Accrued restructuring actions balances | 897 | 897 | |||
Employee severance | Protein Sciences | QT Holdings Corporation | |||||
Restructuring costs | 1,328 | ||||
Cash payments | (1,233) | ||||
Adjustments | (95) | ||||
Employee severance | Selling, General and Administrative Expenses | Protein Sciences | QT Holdings Corporation | |||||
Restructuring costs | 1,328 | ||||
Asset-related and other | |||||
Restructuring costs | 504 | 504 | |||
Cash payments | (177) | ||||
Non-cash adjustments | (191) | ||||
Accrued restructuring actions balances | 136 | 136 | |||
Asset-related and other | Corporate | |||||
Restructuring costs | 32 | ||||
Asset-related and other | Protein Sciences | |||||
Restructuring costs | 472 | ||||
Impairment of assets held-for-sale | |||||
Restructuring costs | 6,038 | 6,038 | |||
Non-cash adjustments | $ (6,038) | ||||
Impairment of assets held-for-sale | Protein Sciences | |||||
Restructuring costs | $ 6,038 | ||||
Asset impairment and other | Protein Sciences | QT Holdings Corporation | |||||
Restructuring costs | $ 842 | ||||
Cash payments | (772) | ||||
Adjustments | $ (70) | ||||
Asset impairment and other | Selling, General and Administrative Expenses | Protein Sciences | QT Holdings Corporation | |||||
Restructuring costs | $ 842 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | |
Revenue Recognition | |||
Contract with Customer, Liability, Total | $ 30.1 | $ 30.1 | $ 24.6 |
Contract with Customer, Liability, Revenue Recognized | $ 7.1 | $ 18.8 |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues, net | $ 272,598 | $ 271,581 | $ 549,533 | $ 541,236 |
United States | ||||
Revenues, net | 147,793 | 149,005 | 306,898 | 304,436 |
EMEA, excluding United Kingdom | ||||
Revenues, net | 62,538 | 54,523 | 117,334 | 100,544 |
United Kingdom | ||||
Revenues, net | 10,675 | 10,872 | 23,126 | 22,574 |
APAC, excluding Greater China | ||||
Revenues, net | 19,042 | 17,968 | 36,392 | 35,433 |
Greater China | ||||
Revenues, net | 24,459 | 30,326 | 49,944 | 61,847 |
Rest of World | ||||
Revenues, net | 8,091 | 8,887 | 15,839 | 16,402 |
Consumables | ||||
Revenues, net | 211,126 | 217,330 | 435,673 | 433,760 |
Instruments | ||||
Revenues, net | 29,825 | 32,301 | 54,685 | 58,759 |
Services | ||||
Revenues, net | 24,129 | 15,852 | 45,583 | 37,297 |
Product and Services | ||||
Revenues, net | 265,080 | 265,483 | 535,941 | 529,816 |
Royalty revenues | ||||
Revenues, net | $ 7,518 | $ 6,098 | $ 13,592 | $ 11,420 |
Selected Balance Sheet Data - N
Selected Balance Sheet Data - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Other Noncurrent Assets | ||
Inventory, Finished Goods, Net of Reserves, Non-current | $ 5,315 | $ 5,387 |
Selected Balance Sheet Data - I
Selected Balance Sheet Data - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Selected Balance Sheet Data | ||
Raw materials | $ 83,247 | $ 84,551 |
Finished goods(1) | 102,907 | 92,474 |
Inventories, net | $ 186,154 | $ 177,025 |
Selected Balance Sheet Data - P
Selected Balance Sheet Data - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Property and equipment, cost | $ 479,418 | $ 459,912 |
Accumulated depreciation and amortization | (245,214) | (233,712) |
Property and equipment, net | 234,204 | 226,200 |
Land | ||
Property and equipment, cost | 8,180 | 9,100 |
Building and improvements | ||
Property and equipment, cost | 243,640 | 245,302 |
Machinery and equipment | ||
Property and equipment, cost | 199,533 | 190,019 |
Construction in progress | ||
Property and equipment, cost | $ 28,065 | $ 15,491 |
Selected Balance Sheet Data -_2
Selected Balance Sheet Data - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Definite-lived intangibles assets | $ 1,037,076 | $ 992,515 |
Accumulated amortization | (509,171) | (480,570) |
Definite-lived intangibles assets, net | 527,905 | 511,945 |
In process research and development | 22,700 | 22,700 |
Total intangible assets, net | 550,605 | 534,645 |
Developed technologies | ||
Definite-lived intangibles assets | 657,192 | 616,311 |
Trade names | ||
Definite-lived intangibles assets | 152,206 | 146,945 |
Customer relationships | ||
Definite-lived intangibles assets | 211,733 | 213,878 |
Patents | ||
Definite-lived intangibles assets | 4,080 | 3,815 |
Other intangibles | ||
Definite-lived intangibles assets | $ 11,865 | $ 11,566 |
Selected Balance Sheet Data - C
Selected Balance Sheet Data - Changes to Carrying Amount of Net Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Selected Balance Sheet Data | |
Beginning balance | $ 534,645 |
Acquisitions | 66,400 |
Other additions | 556 |
Held-for-sale intangibles | (14,323) |
Amortization expense | (40,383) |
Currency translation | 3,710 |
Ending balance | $ 550,605 |
Selected Balance Sheet Data - E
Selected Balance Sheet Data - Estimated Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Selected Balance Sheet Data | ||
Remainder 2024 | $ 39,332 | |
2025 | 75,553 | |
2026 | 71,575 | |
2027 | 61,394 | |
2028 | 57,733 | |
Thereafter | 222,318 | |
Definite-lived intangibles assets, net | $ 527,905 | $ 511,945 |
Selected Balance Sheet Data -_3
Selected Balance Sheet Data - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Beginning balance | $ 872,737 |
Acquisitions | 102,546 |
Held-for-sale goodwill | (1,400) |
Currency translation | 6,199 |
Ending balance | 980,082 |
Protein Sciences | |
Beginning balance | 427,027 |
Held-for-sale goodwill | (1,400) |
Currency translation | 318 |
Ending balance | 425,945 |
Diagnostics and Genomics | |
Beginning balance | 445,710 |
Acquisitions | 102,546 |
Currency translation | 5,881 |
Ending balance | $ 554,137 |
Selected Balance Sheet Data - O
Selected Balance Sheet Data - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Selected Balance Sheet Data | ||
Investment in Wilson Wolf | $ 249,730 | $ 255,857 |
Derivative Instruments | $ 11,589 | $ 16,857 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other assets | Other assets |
Long-term inventory | $ 5,315 | $ 5,387 |
Other | 7,725 | 7,201 |
Other assets | $ 274,359 | $ 285,302 |
Acquisitions - Narrative (Detai
Acquisitions - Narrative (Details) - Lunaphore Technologies SA. - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jul. 07, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | |
Acquisition amount | $ 169,700 | $ 169,707 | |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | $ 3,400 | 5,500 | |
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual | $ 6,900 | $ 14,200 | |
Developed technologies | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 14 years | 14 years | |
Customer relationships | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 8 years | 8 years | |
Minimum | Trade names | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 4 years | 4 years | |
Maximum | Trade names | |||
Finite-Lived Intangible Asset, Useful Life (Year) | 8 years | 8 years |
Acquisitions - Preliminary and
Acquisitions - Preliminary and Final Fair Value of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 07, 2023 | Dec. 31, 2023 | Jun. 30, 2023 | |
Goodwill | $ 980,082 | $ 872,737 | |
Lunaphore Technologies SA. | |||
Current assets | 12,155 | ||
Equipment and other long-term assets | 1,470 | ||
Goodwill | 102,546 | ||
Total assets acquired | 182,571 | ||
Liabilities | 7,096 | ||
Deferred income taxes, net | 5,768 | ||
Net assets acquired | 169,707 | ||
Cash paid | 169,707 | ||
Net assets acquired | $ 169,700 | 169,707 | |
Lunaphore Technologies SA. | Developed technologies | |||
Intangible assets | 60,300 | ||
Lunaphore Technologies SA. | Trade names | |||
Intangible assets | 4,900 | ||
Lunaphore Technologies SA. | Customer relationships | |||
Intangible assets | $ 1,200 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) $ in Millions | 1 Months Ended | ||||||
Jul. 31, 2023 USD ($) item | Dec. 31, 2023 USD ($) | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Jul. 01, 2022 USD ($) | May 31, 2021 USD ($) | Apr. 06, 2021 USD ($) | |
Exchange Traded Investment Grade Bond Funds | |||||||
Investments, Total | $ 25 | ||||||
Investments, Fair Value Disclosure, Total | 23.7 | ||||||
Asuragen, Inc. | |||||||
Contingent consideration | 2 | $ 18.3 | |||||
Maximum contingent consideration | $ 105 | ||||||
Namocell Inc | |||||||
Contingent consideration | $ 1.5 | $ 10.6 | |||||
Maximum contingent consideration | $ 25 | ||||||
Forward starting swaps | Cash flow hedges | Designated as hedging instruments | |||||||
Derivative, Notional Amount | $ 100 | $ 200 | |||||
Cross-currency swap | Net investment hedge | Designated as hedging instruments | |||||||
Derivative, Notional Amount | $ 150 | ||||||
Number of interim settlement dates | item | 4 | ||||||
Notional amount at maturity | $ 110 | ||||||
Decrease in notional amount at each interim date | $ 10 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Total assets | $ 17,109 | $ 40,596 |
Contingent consideration | 3,500 | |
Total liabilities | 7,958 | 3,500 |
Cash flow hedges | ||
Derivative instruments - cash flow hedges | 11,589 | 16,857 |
Net investment hedge | ||
Derivative instruments - net investment hedge | 7,958 | |
Level 1 | ||
Total assets | 5,520 | 23,739 |
Level 2 | ||
Total assets | 11,589 | 16,857 |
Total liabilities | 7,958 | |
Level 2 | Cash flow hedges | ||
Derivative instruments - cash flow hedges | 11,589 | 16,857 |
Level 2 | Net investment hedge | ||
Derivative instruments - net investment hedge | 7,958 | |
Level 3 | ||
Contingent consideration | 3,500 | |
Total liabilities | 3,500 | |
Exchanged traded investment grade bond funds | ||
Investments, Fair Value Disclosure | 23,739 | |
Exchanged traded investment grade bond funds | Level 1 | ||
Investments, Fair Value Disclosure | $ 23,739 | |
Certificates of Deposit [Member] | ||
Investments, Fair Value Disclosure | 5,520 | |
Certificates of Deposit [Member] | Level 1 | ||
Investments, Fair Value Disclosure | $ 5,520 |
Fair Value Measurements - Contr
Fair Value Measurements - Contractual Amounts of the Outstanding Instruments (Details) - Designated as hedging instruments - USD ($) $ in Millions | Dec. 31, 2023 | Jun. 30, 2023 |
Cash flow hedges | Forward starting swaps | ||
Derivative [Line Items] | ||
Fair value of derivative instruments | $ 300 | $ 300 |
Net investment hedge | Cross-currency swap | ||
Derivative [Line Items] | ||
Fair value of derivative instruments | $ 150 |
Fair Value Measurements - Preta
Fair Value Measurements - Pretax Amount Of The Gains And Losses On Our Hedging Instruments And The Classification Of Those Gains And Losses (Details) - Designated as hedging instruments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
(Gain) Loss Recognized in AOCI | ||||
(Gain) Loss Recognized in Accumulated Other Comprehensive Loss | $ 13,214 | $ 1,477 | $ 15,199 | $ (3,536) |
(Gain) Loss Reclassified into Income | (3,457) | (1,036) | (6,694) | (619) |
Cash flow hedges | Forward starting swaps | ||||
(Gain) Loss Recognized in AOCI | ||||
(Gain) Loss Recognized in Accumulated Other Comprehensive Loss | 5,669 | 1,477 | 7,956 | (3,536) |
(Gain) Loss Reclassified into Income | (2,620) | $ (1,036) | (5,159) | $ (619) |
Net investment hedge | Cross-currency swap | ||||
(Gain) Loss Recognized in AOCI | ||||
(Gain) Loss Recognized in Accumulated Other Comprehensive Loss | 7,545 | 7,243 | ||
(Gain) Loss Reclassified into Income | $ (837) | $ (1,535) |
Fair Value Measurements - Liabi
Fair Value Measurements - Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Contingent Consideration - Level 3 - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Dec. 31, 2023 | Dec. 31, 2023 | |
Fair value at the beginning of period | $ 1,750 | $ 3,500 |
Change in fair value of contingent consideration | $ (1,750) | $ (3,500) |
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 |
Debt and Other Financing Arra_2
Debt and Other Financing Arrangements - Narrative (Details) - Amended Credit Agreement - USD ($) $ in Millions | Aug. 31, 2022 | Dec. 31, 2023 |
Line of Credit, Current | $ 447 | |
Revolving Credit Facility | ||
Line of Credit Facility, Maximum Borrowing Capacity | $ 1,000 | |
Line of Credit Facility, Additional Borrowing Capacity | $ 400 | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.10% |
Leases - Narrative (Details)
Leases - Narrative (Details) $ in Millions | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Variable Lease, Cost | $ 2.5 |
Fixed Lease, Cost | $ 9.2 |
Maximum | |
Lessee, Operating Lease, Renewal Term (Year) | 5 years |
Leases - Balance Sheet Classifi
Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Jun. 30, 2023 |
Leases | ||
Operating lease right of use assets | $ 100,863 | $ 98,326 |
Current operating lease liabilities | 12,672 | 11,199 |
Noncurrent operating lease liabilities | 96,027 | $ 93,766 |
Total operating lease liabilities | $ 108,699 | |
Weighted average remaining lease term (in years): | 8 years 10 months 6 days | |
Weighted average discount rate: | 4.19% |
Leases - Cash Paid (Details)
Leases - Cash Paid (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Leases | |
Cash amounts paid on operating lease liabilities | $ 8,062 |
Right of use assets obtained in exchange for lease liabilities | $ 9,588 |
Leases - Fair Value of the Leas
Leases - Fair Value of the Lease Liability by Payment Date (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases | |
Remainder 2024 | $ 8,358 |
2025 | 16,413 |
2026 | 16,530 |
2027 | 13,766 |
2028 | 13,694 |
Thereafter | 63,213 |
Total | 131,974 |
Less: Amounts representing interest | 23,275 |
Total lease obligations | $ 108,699 |
Supplemental Equity and Accum_3
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Common Stock, dividends, per share, declared (in dollars per share) | $ 0.08 | $ 0.16 | $ 0.08 | $ 0.16 |
Accumulated Other Comprehensive Income | ||||
Deferred income tax | $ 2.7 | $ 3.7 | ||
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income | ||||
Reclassification from accumulated other comprehensive income (loss) to earnings | $ 2.6 | $ 0.8 | $ 5.1 | $ 0.3 |
Supplemental Equity and Accum_4
Supplemental Equity and Accumulated Other Comprehensive Income (Loss) - Consolidated Changes in Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balances | $ 1,997,746 | $ 1,966,516 | $ 1,751,154 | $ 1,701,011 | $ 1,966,516 | $ 1,701,011 |
Balances (in shares) | 157,641,914 | 157,641,914 | ||||
Net earnings | 27,465 | $ 50,993 | 50,005 | 89,734 | $ 78,459 | 139,739 |
Other comprehensive income (loss) | 14,355 | (11,952) | 16,685 | (16,762) | ||
Reclassification of cumulative translation adjustment for Eminence to non-operating income | 119 | $ 119 | ||||
Elimination of noncontrolling equity interest from sale of Eminence | 613 | |||||
Share repurchases | (80,042) | (19,562) | ||||
Common stock issued for exercise of options | 3,841 | (2,577) | 5,075 | (2,005) | ||
Common stock issued for exercise of options (in shares) | 1,218,443 | 814,807 | ||||
Common stock issued for restricted stock awards | 0 | (4,767) | 2 | (6,427) | ||
Cash dividends | (12,559) | (12,654) | (12,561) | (12,545) | ||
Stock-based compensation expense | 12,413 | 9,981 | 16,413 | 14,364 | ||
Common stock issued to employee stock purchase plan | 2,094 | 2,517 | ||||
Employee stock purchase plan expense | 340 | 112 | 333 | 97 | ||
Balances | $ 1,963,559 | 1,997,746 | 1,827,106 | 1,751,154 | $ 1,963,559 | $ 1,827,106 |
Balances (in shares) | 157,142,004 | 157,142,004 | ||||
Common Stock | ||||||
Balances | $ 1,584 | $ 1,576 | $ 1,569 | $ 1,566 | $ 1,576 | $ 1,566 |
Balances (in shares) | 158,355,000 | 157,642,000 | 156,928,000 | 156,644,000 | 157,642,000 | 156,644,000 |
Share repurchases | $ (14) | $ (2) | ||||
Share repurchases (in shares) | (1,397,000) | (222,000) | ||||
Common stock issued for exercise of options | $ 1 | $ 6 | $ 1 | $ 5 | ||
Common stock issued for exercise of options (in shares) | 157,000 | 633,000 | 155,000 | 425,000 | ||
Common stock issued for restricted stock awards | $ 0 | $ 1 | $ 1 | $ 0 | ||
Common stock issued for restricted stock awards (in shares) | 27,000 | 47,000 | 11,000 | 45,000 | ||
Common stock issued to employee stock purchase plan | $ 1 | $ 0 | ||||
Common stock issued to employee stock purchase plan (in shares) | 33,000 | 36,000 | ||||
Balances | $ 1,571 | $ 1,584 | $ 1,571 | $ 1,569 | $ 1,571 | $ 1,571 |
Balances (in shares) | 157,142,000 | 158,355,000 | 157,094,000 | 156,928,000 | 157,142,000 | 157,094,000 |
Additional Paid-in Capital | ||||||
Balances | $ 746,606 | $ 721,543 | $ 678,863 | $ 652,467 | $ 721,543 | $ 652,467 |
Common stock issued for exercise of options | 4,914 | 12,877 | 5,074 | 9,418 | ||
Common stock issued for restricted stock awards | 0 | 0 | 1 | 0 | ||
Stock-based compensation expense | 12,413 | 9,981 | 16,413 | 14,364 | ||
Common stock issued to employee stock purchase plan | 2,093 | 2,517 | ||||
Employee stock purchase plan expense | 340 | 112 | 333 | 97 | ||
Balances | 764,273 | 746,606 | 700,684 | 678,863 | 764,273 | 700,684 |
Retained Earnings | ||||||
Balances | 1,327,572 | 1,309,461 | 1,162,532 | 1,122,937 | 1,309,461 | 1,122,937 |
Net earnings | 27,465 | 50,993 | 50,005 | 89,555 | ||
Share repurchases | (80,028) | (19,560) | ||||
Common stock issued for exercise of options | (1,074) | (15,460) | (11,428) | |||
Common stock issued for restricted stock awards | (4,768) | (6,427) | ||||
Cash dividends | (12,559) | (12,654) | (12,561) | (12,545) | ||
Balances | 1,261,376 | 1,327,572 | 1,199,976 | 1,162,532 | 1,261,376 | 1,199,976 |
Accumulated Other Comprehensive Income | ||||||
Balances | (78,016) | (66,064) | (91,810) | (75,200) | (66,064) | (75,200) |
Other comprehensive income (loss) | 14,355 | (11,952) | 16,685 | (16,762) | ||
Reclassification of cumulative translation adjustment for Eminence to non-operating income | 152 | |||||
Balances | $ (63,661) | $ (78,016) | $ (75,125) | (91,810) | $ (63,661) | (75,125) |
Noncontrolling Interest | ||||||
Balances | (759) | $ (759) | ||||
Net earnings | 179 | |||||
Reclassification of cumulative translation adjustment for Eminence to non-operating income | (33) | |||||
Elimination of noncontrolling equity interest from sale of Eminence | $ 613 |
Supplemental Equity and Accum_5
Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information - Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balance | $ 1,966,516 | |||
Other comprehensive income (loss), before tax: | ||||
Balance | $ 1,963,559 | 1,963,559 | ||
Unrealized Gains (Losses) on Derivative Instruments | ||||
Balance | 12,512 | $ 12,764 | 12,862 | $ 8,069 |
Other comprehensive income (loss), before tax: | ||||
Amounts before reclassifications | (5,669) | (1,477) | (7,956) | 3,536 |
Amounts reclassified out | 2,620 | 1,036 | 5,159 | 619 |
Total other comprehensive income (loss), before tax | (3,049) | (441) | (2,797) | 4,155 |
Tax (expense)/benefit | (621) | (244) | (1,223) | (145) |
Total other comprehensive income (loss), net of tax | (3,670) | (685) | (4,020) | 4,010 |
Balance | 8,842 | 12,079 | 8,842 | 12,079 |
Foreign Currency Translation Adjustments | ||||
Balance | (90,528) | (104,574) | (78,926) | (83,269) |
Other comprehensive income (loss), before tax: | ||||
Amounts before reclassifications | 17,387 | 17,370 | 5,252 | (4,087) |
Amounts reclassified out | 837 | 0 | 1,535 | 152 |
Total other comprehensive income (loss), before tax | 18,224 | 17,370 | 6,787 | (3,935) |
Tax (expense)/benefit | (199) | 0 | (364) | |
Total other comprehensive income (loss), net of tax | 18,025 | 17,370 | 6,423 | (3,935) |
Balance | (72,503) | (87,204) | (72,503) | (87,204) |
Accumulated Other Comprehensive Income | ||||
Balance | (78,016) | (91,810) | (66,064) | (75,200) |
Other comprehensive income (loss), before tax: | ||||
Amounts before reclassifications | 11,718 | 15,893 | (2,704) | (551) |
Amounts reclassified out | 3,457 | 1,036 | 6,694 | 771 |
Total other comprehensive income (loss), before tax | 15,175 | 16,929 | 3,990 | 220 |
Tax (expense)/benefit | (820) | (244) | (1,587) | (145) |
Total other comprehensive income (loss), net of tax | 14,355 | 16,685 | 2,403 | 75 |
Balance | $ (63,661) | $ (75,125) | $ (63,661) | $ (75,125) |
Earnings Per Share - Narrative
Earnings Per Share - Narrative (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share | ||||
Antidilutive securities excluded from computation of earnings per share, amount (in shares) | 6.2 | 4.6 | 4.1 | 4.6 |
Earnings Per Share - Shares Use
Earnings Per Share - Shares Used in the Earnings Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Earnings Per Share | ||||||
Net earnings, including noncontrolling interest | $ 27,465 | $ 50,993 | $ 50,005 | $ 89,734 | $ 78,459 | $ 139,739 |
Less net earnings (loss) attributable to noncontrolling interest | 179 | |||||
Net earnings attributable to Bio-Techne | 27,465 | 50,005 | 78,459 | 139,560 | ||
Income allocated to participating securities | (3) | (10) | (13) | (35) | ||
Income available to common shareholders | $ 27,462 | $ 49,995 | $ 78,446 | $ 139,525 | ||
Weighted-average shares outstanding - basic (in shares) | 157,533 | 157,011 | 157,826 | 156,887 | ||
Earnings per share - basic (in shares) | $ 0.17 | $ 0.32 | $ 0.50 | $ 0.89 | ||
Income available to common shareholders | $ 27,462 | $ 49,995 | $ 78,446 | $ 139,525 | ||
Dilutive effect of stock options and restricted stock units (in shares) | 2,527 | 4,739 | 3,175 | 4,879 | ||
Weighted-average common shares outstanding - diluted (in shares) | 160,060 | 161,750 | 161,001 | 161,766 | ||
Earnings per share - diluted (in shares) | $ 0.17 | $ 0.31 | $ 0.49 | $ 0.86 |
Share-based Compensation (Detai
Share-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Oct. 30, 2014 | |
Granted, shares (in shares) | 900,000 | 2,300,000 | |||
Granted, weighted average exercise price (in dollars per share) | $ 81.49 | $ 94.11 | |||
Weighted average fair values (in dollars per share) | $ 27.83 | $ 29.62 | |||
Common stock issued for exercise of options (in shares) | 1,218,443 | 814,807 | |||
Common stock issued for exercise of options intrinsic values | $ 61,600 | $ 48,500 | |||
Unrecognized compensation cost | $ 54,700 | $ 54,700 | |||
Unrecognized compensation cost, period for recognition (Year) | 2 years 1 month 6 days | ||||
Employee Stock Purchase Plan 2014 | |||||
Stock-based compensation expense | 300 | $ 300 | $ 500 | 400 | |
Number of shares authorized (in shares) | 800,000 | ||||
Selling, General and Administrative Expenses | |||||
Stock-based compensation expense | 12,400 | 16,200 | 23,500 | 31,300 | |
Cost of Sales | |||||
Stock-based compensation expense | $ 300 | $ 300 | $ 500 | $ 600 | |
Restricted Stock Units (RSUs) | |||||
Granted, shares (in shares) | 322,950 | 87,852 | |||
Granted, weighted average exercise price (in dollars per share) | $ 79.26 | $ 94.38 | |||
Restricted Stock | |||||
Granted, shares (in shares) | 27,196 | 10,816 | |||
Granted, weighted average exercise price (in dollars per share) | $ 56.98 | $ 73.94 |
Other Income _ (Expense) - Narr
Other Income / (Expense) - Narrative (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Gain on sale of investments | $ 0 | $ 11,682 |
Exchanged traded investment grade bond funds | ||
Gain on sale of investments | $ 300 | |
Eminence | ||
Gain on sale of investments | 11,700 | |
ChemoCentryx | ||
Gain on sale of investments | $ 37,200 |
Other Income _ (Expense) - Sche
Other Income / (Expense) - Schedule of Components of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Other income (expense). | ||||
Interest expense | $ (4,329) | $ (2,356) | $ (9,222) | $ (6,146) |
Interest income | 816 | 968 | 1,706 | 1,401 |
Gain (loss) on investment(1) | 283 | 49,695 | ||
Gain (loss) on equity method investment | (1,914) | (4,204) | ||
Other non-operating income (expense), net | 810 | (74) | 516 | 988 |
Total other income (expense) | $ (4,617) | $ (1,462) | $ (10,921) | $ 45,938 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Effective Income Tax Rate Reconciliation, Percent, Total | 17.70% | 24.70% | 5.40% | 17.90% |
Income tax expense (benefit), discrete tax items | $ (2.8) | $ 4.6 | $ (16.3) | $ (3.2) |
Share-based compensation excess tax benefit | 1.3 | 0.9 | 11.7 | 9.1 |
Income tax expense (benefit), other immaterial discrete tax items, net | (0.2) | 0.2 | ||
China | ||||
Income tax expense (benefit), discrete tax items | $ (1.5) | $ 5.7 | $ (4.6) | $ 5.7 |
Segment Information - Financial
Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | $ 272,598 | $ 271,581 | $ 549,533 | $ 541,236 |
Operating income | 38,004 | 67,891 | 93,866 | 124,208 |
Costs recognized on sale of acquired inventory | (364) | (400) | ||
Impact of partially-owned consolidated subsidiaries | (179) | |||
Restructuring and restructuring-related costs | (11,424) | (11,424) | ||
Corporate general, selling, and administrative expenses | (115,667) | (93,010) | (220,998) | (192,386) |
Protein Sciences | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Restructuring and restructuring-related costs | (9,460) | |||
Diagnostics and Genomics | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Restructuring and restructuring-related costs | (739) | |||
Operating Segments | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Operating income | 84,142 | 97,632 | 173,029 | 192,212 |
Costs recognized on sale of acquired inventory | (183) | (100) | (364) | (400) |
Amortization of intangibles | (19,769) | (19,125) | (39,620) | (38,408) |
Impact of partially-owned consolidated subsidiaries(1) | 647 | |||
Acquisition related expenses and other | 525 | 8,307 | 1,114 | 8,010 |
Impairment of assets held-for-sale | (6,038) | (6,038) | ||
Stock based compensation, inclusive of employer taxes | (12,958) | (16,878) | (24,453) | (32,336) |
Restructuring and restructuring-related costs | (5,518) | (780) | (5,607) | (2,950) |
Corporate general, selling, and administrative expenses | (2,197) | (1,165) | (4,195) | (2,567) |
Operating Segments | Protein Sciences | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 197,670 | 203,887 | 402,325 | 403,836 |
Operating income | 79,586 | 89,336 | 167,947 | 175,278 |
Operating Segments | Diagnostics and Genomics | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | 75,408 | 68,003 | 148,204 | 137,907 |
Operating income | 4,556 | 8,296 | 5,082 | 16,934 |
Intersegment Eliminations | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Revenues, net | $ (480) | $ (309) | $ (996) | $ (507) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 27,465 | $ 50,005 | $ 78,459 | $ 139,560 |
Insider Trading Arrangements
Insider Trading Arrangements - Charles Kummeth | 3 Months Ended |
Dec. 31, 2023 shares | |
Trading Plan, $90 between March 11, 2024 through October 10, 2024 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Charles Kummeth , Former President and Chief Executive Officer , adopted a Rule 10b5-1 trading plan. Mr. Kummeth’s trading plan provides for the sale of 90,000 outright shares to be sold at a limit of $90 between March 11, 2024 through October 10, 2024, when the plan expires. The plan also provides for the sale of 10,000 outright shares to be sold at a limit of $92 from March 12, 2024 through October 1, 2024, when the plan expires. |
Name | Charles Kummeth |
Title | Former President and Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Aggregate Available | 90,000 |
Trading Plan, $92 from March 12, 2024 through October 1, 2024 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Charles Kummeth , Former President and Chief Executive Officer , adopted a Rule 10b5-1 trading plan. Mr. Kummeth’s trading plan provides for the sale of 90,000 outright shares to be sold at a limit of $90 between March 11, 2024 through October 10, 2024, when the plan expires. The plan also provides for the sale of 10,000 outright shares to be sold at a limit of $92 from March 12, 2024 through October 1, 2024, when the plan expires. |
Name | Charles Kummeth |
Title | Former President and Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted | true |
Aggregate Available | 10,000 |