BIO-TECHNE Corp 10-Q for FY2025 Q1

BIO-TECHNE Corp (TECH)

10-Q 2024-11-05 For: 2024-09-30

Added on April 09, 2026

About this 10-Q

BIO-TECHNE Corp filed this 10-Q on November 5, 2024, covering the quarter ended September 30, 2024 (FY2025 Q1).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $289.46M; up 4.5% from $276.94M a year earlier
Net income: $33.6M; down 34.1% from net income of $50.99M a year earlier
Diluted EPS: $0.21; down 32.3% from $0.31 a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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

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


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


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	30

Item 4.	Controls and Procedures	30

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

	SIGNATURES	35


	Quarter Ended
	September 30,
	2024		2023

Net sales	$	289,458	$	276,935
Cost of sales		106,441		91,744
Gross margin		183,017		185,191

Operating expenses:
Selling, general and administrative		119,161		105,331
Research and development		23,869		23,998
Total operating expenses		143,030		129,329
Operating income		39,987		55,862

Other income (expense)		184		(6,304)
Earnings before income taxes		40,171		49,558
Income taxes		6,571		(1,435)
Net earnings	$	33,600	$	50,993
Other comprehensive income (loss):
Foreign currency translation income (loss)		21,256		(11,602)
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8		(3,027)		(350)
Other comprehensive income (loss)		18,229		(11,952)
Comprehensive income	$	51,829	$	39,041

Earnings per share:
Basic	$	0.21	$	0.32
Diluted	$	0.21	$	0.31

Weighted average common shares outstanding:
Basic		158,531		158,130
Diluted		161,115		161,940


	September 30,
	2024		June 30,
	(unaudited)		2024
ASSETS
Current assets:
Cash and cash equivalents	$	187,540	$	151,791
Short-term available-for-sale investments		—		1,072
Accounts receivable, less allowance for doubtful accounts of $4,904 and $4,386, respectively		223,688		241,394
Inventories		185,041		179,731
Current assets held-for-sale		9,459		9,773
Other current assets		42,839		33,658
Total current assets		648,567		617,419

Property and equipment, net		253,939		251,154
Right-of-use assets		89,221		91,285
Goodwill		982,585		972,663
Intangible assets, net		486,004		507,081
Other assets		275,701		264,265
Total assets	$	2,736,017	$	2,703,867
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	31,559	$	37,968
Salaries, wages and related accruals		41,977		49,818
Accrued expenses		21,088		24,886
Contract liabilities		26,614		27,930
Income taxes payable		3,136		3,706
Operating lease liabilities - current		13,485		12,920
Other current liabilities		4,269		2,151
Total current liabilities		142,128		159,379

Deferred income taxes		50,017		55,863
Long-term debt obligations		300,000		319,000
Operating lease liabilities		85,433		87,618
Other long-term liabilities		19,789		13,157

Bio-Techne’s Shareholders’ equity:
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding		—		—
Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 158,878,127 and 158,216,258 respectively		1,589		1,582
Additional paid-in capital		855,973		820,337
Retained earnings		1,341,175		1,325,247
Accumulated other comprehensive loss		(60,087)		(78,316)
Total Bio-Techne’s shareholders’ equity		2,138,650		2,068,850
Total liabilities and shareholders’ equity	$	2,736,017	$	2,703,867


	Three months ended September 30, 2024
		Employee		Asset-related
		severance		and other		Total
Protein Sciences	$	2,274	$	7,417	$	9,691
Diagnostics and Spatial Biology		444		—		444
Corporate		134		—		134
Total	$	2,852	$	7,417	$	10,269


	Employee		Asset
	severance⁽¹⁾		impairment and other⁽²⁾		Total
Expense incurred in the first quarter of 2025	$	2,852	$	7,417	$	10,269
Cash payments		(189)		—		(189)
Non-cash adjustments		—		(7,417)		(7,417)
Accrued restructuring actions balance as of September 30, 2024	$	2,663	$	—	$	2,663


		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
Incremental expense incurred in the third quarter of 2024		133		1,140		—		1,273
Incremental expense incurred in the fourth quarter of 2024		409		4,737		15,926		21,072
Cash payments		(4,882)		(2,800)		—		(7,682)
Non-cash adjustments		—		(3,391)		(21,963)		(25,354)
Adjustments⁽³⁾		219		—		—		219
Accrued restructuring actions balance as of June 30, 2024	$	761	$	190	$	—	$	952
Incremental expense incurred in the first quarter of 2025		—		753		—		753
Cash payments		(412)		(775)		—		(1,187)
Accrued restructuring actions balance as of September 30, 2024	$	349	$	169	$	—	$	518


	September 30,
	2024

Beginning balance	$	507,081
Other additions		112
Amortization expense		(20,040)
Restructuring impairment		(5,474)
Currency translation		4,325
Ending balance	$	486,004


Remainder 2025	$	59,111
2026		72,743
2027		62,540
2028		58,821
2029		46,200
Thereafter		186,589
Total	$	486,004


			Diagnostics and
	Protein Sciences		Spatial Biology		Total
June 30, 2024	$	423,449	$	549,214	$	972,663
Currency translation		3,042		6,880		9,922
September 30, 2024	$	426,491	$	556,094	$	982,585


	September 30,		June 30,
	2024		2024

Equity method investment in Wilson Wolf	$	241,308	$	242,337
Derivative instruments		6,669		9,813
Long-term inventory		5,556		5,718
Investment in Spear Bio		15,000		—
Other		7,168		6,397
Other assets	$	275,701	$	264,265



	Final allocation at June 30, 2024
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		104,650
Total assets acquired		184,675

Liabilities		7,096
Deferred income taxes, net		7,872
Net assets acquired	$	169,707

Cash paid		169,707


		Total
		carrying
		value as of		Fair Value Measurements Using
	Balance Sheet Location	September 30,		Inputs Considered as
		2024		Level 1		Level 2		Level 3

Assets
Derivatives designated as hedging instruments - cash flow hedges	Other current assets	$	250	$	—	$	250	$	—
Derivatives designated as hedging instruments - cash flow hedges	Other assets		6,669		—		6,669		—
Total assets		$	6,919	$	—	$	6,919	$	—

Liabilities
Derivatives designated as hedging instruments - cash flow hedges	Other long-term liabilities	$	269	$	—	$	269	$	—
Derivatives designated as hedging instruments - net investment hedge	Other long-term liabilities		8,041		—		8,041		—
Total liabilities		$	8,310	$	—	$	8,310	$	—


	Quarter Ended
	September 30,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	33,600	$	50,993
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		28,137		28,540
Costs recognized on sale of acquired inventory		188		181
Deferred income taxes		(5,340)		(11,591)
Stock-based compensation expense		10,184		10,093
Fair value adjustment to contingent consideration payable		—		(1,750)
Fair value adjustment on available-for-sale investments		—		(283)
(Gain) Loss on equity method investment		(374)		2,382
Asset impairment restructuring		6,039		—
Leases, net		445		613
Other operating activity		747		182
Change in operating assets and operating liabilities, net of acquisition:
Trade accounts and other receivables, net		21,563		15,599
Inventories		(2,805)		(5,216)
Prepaid expenses		(3,158)		(2,572)
Trade accounts payable, accrued expenses, contract liabilities, and other		(10,911)		(2,695)
Salaries, wages and related accruals		(8,246)		(2,157)
Income taxes payable		(6,180)		(22,936)
Net cash provided by (used in) operating activities		63,889		59,383

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of available-for-sale investments		1,085		23,759
Additions to property and equipment		(9,172)		(13,592)
Acquisitions, net of cash acquired		—		(166,426)
Distributions from (Investments in) Wilson Wolf		1,403		2,149
Investment in Spear Bio		(15,000)		—
Net cash provided by (used in) investing activities		(21,684)		(154,110)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends		(12,688)		(12,654)
Proceeds from stock option exercises		25,101		14,394
Borrowings under line-of-credit agreement		—		160,000
Repayments of long-term debt		(19,000)		(70,000)
Taxes paid on RSUs and net share settlements		(4,984)		(20,228)


	Quarter Ended
	September 30,
	2024		2023
Consumables	$	230,845	$	224,547
Instruments		26,206		24,860
Services		27,357		21,454
Total product and services revenue, net	$	284,408	$	270,861
Royalty revenues		5,050		6,074
Total revenues, net	$	289,458	$	276,935


	Quarter Ended
	September 30,
	2024		2023

United States	$	165,015	$	159,105
EMEA, excluding United Kingdom		59,063		54,798
United Kingdom		13,944		12,449
APAC, excluding Greater China		18,122		17,351
Greater China		24,321		25,485
Rest of World		8,993		7,747
Net sales	$	289,458	$	276,935


	September 30,		June 30,
	2024		2024

Raw materials	$	81,786	$	79,377
Finished goods⁽¹⁾		108,811		106,072
Inventories, net	$	190,597	$	185,449


	(Gain) Loss Recognized in Accumulated Other Comprehensive Loss
	Quarter Ended
	September 30,
	2024		2023
Cash flow hedges
Forward starting swaps	$	5,010	$	(1,587)
Net investment hedges
Cross-currency swap		5,165		(1,366)
Total	$	10,175	$	(2,953)


	(Gain) Loss Reclassified into Income
	Quarter Ended
	September 30,				Location of (Gain) Loss
	2024		2023		in Income Statement
Cash flow hedges
Forward starting swaps	$	(2,599)	$	(2,539)	Interest expense
Net investment hedges
Cross-currency swap		(782)		(698)	Interest expense
Total	$	(3,381)	$	(3,237)


			As of
			September 30,
	Balance Sheet Classification		2024
Operating leases:
Operating lease right-of-use assets		Right-of-use asset	$	89,221

Current operating lease liabilities		Operating lease liabilities - current	$	13,485
Noncurrent operating lease liabilities		Operating lease liabilities		85,433
Total operating lease liabilities			$	98,918

Weighted average remaining lease term (in years):				8.30

Weighted average discount rate (%):				4.24


	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Income(Loss)		Total
Balances at June 30, 2024	158,216	$	1,582	$	820,337	$	1,325,247	$	(78,316)	$	2,068,850
Net earnings							33,600				33,600
Other comprehensive income (loss)									18,229		18,229
Common stock issued for exercise of options	577		6		23,224		(2,338)				20,892
Common stock issued for restricted stock awards	50		1		1		(2,646)				(2,644)
Cash dividends							(12,688)				(12,688)
Stock-based compensation expense					10,146						10,146
Common stock issued to employee stock purchase plan	35		0		2,227						2,227
Employee stock purchase plan expense					38						38
Balances at September 30, 2024	158,878	$	1,589	$	855,973	$	1,341,175	$	(60,087)	$	2,138,650


Three months ended September 30, 2024 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2024, net of tax	$	8,102	$	(86,418)	$	(78,316)
Other comprehensive income (loss), before tax:
Amounts before reclassifications		(5,010)		20,659		15,649
Amounts reclassified out		2,599		782		3,381
Total other comprehensive income (loss), before tax		(2,411)		21,441		19,030
Tax (expense)/benefit		(616)		(185)		(801)
Total other comprehensive income (loss), net of tax		(3,027)		21,256		18,229
Balance as of September 30, 2024, net of tax	$	5,075	$	(65,162)	$	(60,087)


Three months ended September 30, 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		1,587		(11,069)		(9,482)
Amounts reclassified out		(2,539)		(698)		(3,237)
Total other comprehensive income (loss), before tax		(952)		(11,767)		(12,719)
Tax (expense)/benefit		(602)		(165)		(767)
Total other comprehensive income (loss), net of tax		(350)		(11,602)		(11,952)
Balance as of September 30, 2023, net of tax	$	12,512	$	(90,528)	$	(78,016)


	QUARTER
	ENDED
	9/30/2024			9/30/2023
Total consolidated net sales	$	289,458		$	276,935
Business held-for-sale¹⁾		2,303			—
Revenue from recurring operations	$	287,155		$	276,935

Gross margin - GAAP	$	183,017		$	185,191
Gross margin percentage - GAAP		63.2	%		66.9	%

Identified adjustments:
Costs recognized upon sale of acquired inventory	$	188		$	181
Amortization of intangibles		11,779			11,866
Stock-based compensation, inclusive of employer taxes		272			214
Restructuring and restructuring-related costs		4,898			—
Impact of business held-for-sale¹⁾		(558)			—
Adjusted gross margin	$	199,596		$	197,452
Adjusted gross margin percentage²⁾		69.5	%		71.3	%


Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2024	—	$	—	—	$	180,739,094
August 1 - August 31, 2024	—		—	—		180,739,094
September 1 - September 30, 2024	—		—	—		180,739,094
July 1 - September 30, 2024	—		—	—


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

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

4.1		Description of Capital Stock -- incorporated by reference to Exhibit 4.1 of the Company's Form 10-K dated August 22, 2024*

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

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

10.3**		Form of Time Vesting Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.3 of the Company's Form 10-K dated August 25, 2021*

10.4**		Form of Performance Vesting Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.4 of the Company's Form 10-K dated August 25, 2021*

10.5**		Form of Time Vesting Restricted Stock Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.5 of the Company's Form 10-K dated August 25, 2021*

10.6**		Form of Performance Vesting Restricted Stock Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.6 of the Company's Form 10-K dated August 25, 2021*

10.7**		Form of the Time Vesting Performance Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.7 of the Company's Form 10-K dated August 25, 2021*

10.8**		Form of Performance Vesting Performance Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.8 of the Company's Form 10-K dated August 25, 2021*

10.9**		Form of Time Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021*


Exhibit Number		Description
10.10**		Form of Performance Vesting Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021*

10.11**		Form of Employee Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive plan- incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021*

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

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

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

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

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

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

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

10.20		Form of Director Non-Qualified Stock Option Agreement – incorporated by reference to Exhibit 10.2 of the Company’s Form 8-k dated November 3, 2020*

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

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

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

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

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

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

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


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

10.29**		Form of Time Vesting Restricted Stock Unit Agreement (Global) – incorporated by reference to Exhibit 10.11 of the Company’s Form 8-k dated November 3, 2020*

10.30**		Form of Executive Employment Agreement by and between the Company and Kim Kelderman – incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 19, 2023*

21		Subsidiaries of the Company - incorporated by reference to Exhibit 21 of the Company's Form 10-K dated August 22, 2024*

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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

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

101		The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements.

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


		BIO-TECHNE CORPORATION
		(Company)

Date: November 5, 2024		/s/ Kim Kelderman
		Kim Kelderman
		President and Chief Executive Officer

Date: November 5, 2024		/s/ James Hippel
		James Hippel
		Executive Vice President, Chief Financial Officer


	/s/ Kim Kelderman
	Kim Kelderman
	President and Chief Executive Officer November 5, 2024