8-K - TECH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 1, 2022

BIO-TECHNE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Minnesota	0-17272	41-1427402
(State or Other Jurisdiction of<br><br> <br>Incorporation)	(Commission File Number)	(I.R.S. Employer Identification<br><br> <br>Number)
614 McKinley Place NE<br><br> <br>Minneapolis, Minnesota 55413
---
(Address of Principal Executive Offices) (Zip Code)
(612) 379-8854
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	TECH	NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐	Emerging growth company

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

Item 2.02 Results of Operations and Financial Condition

A copy of the press release issued by Bio-Techne Corporation on February 1, 2022, describing the results of operations for the quarter ended December 31, 2021 and its financial condition as of December 31, 2021, is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events

A copy of the press release issued by Bio-Techne Corporation on February 1, 2022, announcing a cash dividend and share repurchase program is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits
99.1	Press Release, dated February 1, 2022, announcing results of operations
99.2	Press Release, dated February 1, 2022, announcing cash dividend.
104 -	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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

	BIO-TECHNE CORPORATION
Date: February 1, 2022	By:	/s/ Brenda S. Furlow
	Brenda S. Furlow
	Senior Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated February 1, 2022, announcing results of operations
99.2	Press Release, dated February 1, 2022, announcing cash dividend.
104 -	Cover Page Interactive Data File (embedded within the Inline XBRL document)

ex_330131.htm

Exhibit 99.1

BIO-TECHNE RELEASES SECOND QUARTER FISCAL 2022 RESULTS

Minneapolis/February 1, 2022/ Bio-Techne Corporation (NASDAQ: TECH) today reported its financial results for the second quarter ended December 31, 2021.

Second Quarter FY2022 Snapshot

●	Second quarter organic revenue increased by 17% (20% reported) to $269.3 million and 19% (23% reported) in the first half of fiscal 2022 to $527.0 million.
●	GAAP EPS was $1.94 versus $1.15 one year ago. Delivered record adjusted earnings per share (EPS) of $1.88 versus $1.62 one year ago.
---	---
●	Sustained operational excellence in Protein Sciences which achieved 19% organic growth (19% reported) in the second fiscal quarter, including a 27% increase in ProteinSimple branded analytical solutions and over 180% growth in GMP Proteins.
---	---
●	Adjusted operating income increased 18% (22% reported) when compared to the prior year to $102.8 million, resulting in an adjusted operating margin of 38.3%.
---	---
●	Strengthened Cell & Gene Therapy workflow offering with future Wilson Wolf purchase agreement, the manufacturer of G-Rex branded bioreactor vessels which complement our GMP Proteins in creating high quality immune cells.
---	---

The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the United States (GAAP). Adjusted diluted EPS, adjusted earnings, adjusted gross margin, adjusted operating income, adjusted tax rate, organic growth, and adjusted operating margin are non-GAAP measures that exclude certain items detailed later in this press release under the heading “Use of non-GAAP Adjusted Financial Measures.” A reconciliation of GAAP to non-GAAP financial measures is included in this press release.

“Our second quarter continued where our first quarter left off, with the Bio-Techne team delivering strong growth on an even more challenging year-over-year comparison,” said Chuck Kummeth, President and Chief Executive Officer of Bio-Techne. “We are extremely proud of achieving 17% organic growth for the quarter and see continued momentum in the business, especially in our biopharma end-markets.”

Kummeth added, “Our teams continue to innovate and execute in amazing ways which is contributing to our ever-improving bottom line, with our adjusted operating margin now over 38%. This quarter marks the first time in our 44-year history where we have achieved over $1 billion in trailing twelve-month revenue. The Wilson Wolf future investment and acquisition agreement we signed in December has the potential to further extend our 2026 revenue target beyond $2 billion and positions our Cell and Gene Therapy workflow with the strongest global footprint in this exploding new market.”

Second Quarter Fiscal 2022

Revenue

Net sales for the second quarter increased 20% to $269.3 million. Organic growth was 17% compared to the prior year, with acquisitions contributing 3% to revenue growth and foreign currency exchange having an immaterial impact

GAAP Earnings Results

GAAP EPS was $1.94 per diluted share, versus $1.15 in the same quarter last year. GAAP EPS was favorably impacted by a non-recurring gain of approximately $28.4 million on our ChemoCentryx investment. GAAP operating income for the second quarter of fiscal 2022 increased 22.3% to $62.3 million, compared to $51.0 million in the second quarter of fiscal 2021. GAAP operating margin was 23.2%, compared to 22.7% in the second quarter of fiscal 2021. GAAP operating margin compared to prior year was positively impacted by volume leverage.

Non-GAAP Earnings Results

Adjusted EPS increased to $1.88 per diluted share, versus $1.62 in the same quarter last year, an increase of 16%. Adjusted EPS increased primarily due to revenue growth. Adjusted operating income for the second quarter of fiscal 2022 increased 18% compared to the second quarter of fiscal 2021. Adjusted operating margin was 38.3%, compared to 38.8% in the second quarter of fiscal 2021. Adjusted operating margin compared to the prior year was unfavorably impacted by acquisitions and strategic investments to support future growth, which were partially offset by volume leverage.

Segment Results

Management uses adjusted operating results to monitor and evaluate performance of the Company’s business segments, as highlighted below.

Protein Sciences Segment

The Company’s Protein Sciences segment is one of the world’s leading suppliers of specialized proteins such as cytokines and growth factors, immunoassays, antibodies and reagents, to the biotechnology and academic research communities. Additionally, the segment provides an array of platforms useful in various areas of protein analysis. Protein Sciences segment’s second quarter fiscal 2022 net sales were $205.0 million, an increase of 19% from $172.2 million for the second quarter of fiscal 2021. Organic growth for the segment was 19%, with foreign currency exchange having an immaterial impact on revenue. Protein Sciences segment’s operating margin was 45.5% in the second quarter of fiscal 2022 compared to 46.7% in the second quarter of fiscal 2021. The segment’s operating margin compared to the prior year was negatively impacted by strategic investments to support future growth.

Diagnostics and Genomics Segment

The Company’s Diagnostics and Genomics segment provides blood chemistry and blood gas quality controls, hematology instrument controls, immunoassays and other bulk and custom reagents for the in vitro diagnostic market. The Diagnostics and Genomics segment also develops and provides in situ hybridization products as well as exosome-based diagnostics for various pathologies, including prostate cancer. The Diagnostics and Genomics segment’s second quarter fiscal 2022 net sales were $64.5 million, an increase of 23% from $52.5 million for the second quarter of fiscal 2021. Organic growth for the segment was 7%, with acquisitions contributing 16% to revenue growth and foreign currency exchange having an immaterial impact. The Diagnostics and Genomics segment’s operating margin was 16.9% in the second quarter of fiscal 2022 compared to 15.5% in the second quarter of fiscal 2021. The segment’s operating margin was favorably impacted by volume leverage and product mix, which were partially offset by additional investments made in the business to support future growth.

Conference Call

Bio-Techne will host an earnings conference call today, February 1, 2022 at 8:00 a.m. CST. To listen, please dial 1-877-407-9208 or 1-201-493-6784 for international callers, and reference conference ID 13726340. The earnings call can also be accessed via webcast through the following link https://investors.bio-techne.com/ir-calendar.

A recorded rebroadcast will be available for interested parties unable to participate in the live conference call by dialing 1-844-512-2921 or 1-412-317-6671 (for international callers) and referencing Conference ID 13726340. The replay will be available from 11:00 a.m. CST on Tuesday, February 1, 2022 until 11:00 p.m. CST on Tuesday, March 1, 2022.

Use of non-GAAP Adjusted Financial Measures:

This press release contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:

● Organic growth

● Adjusted diluted earnings per share

● Adjusted earnings

● Adjusted tax rate

● Adjusted gross margin

● Adjusted operating income

● Adjusted operating margin

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

Our non-GAAP financial measure of organic growth represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, as well as the impact of partially owned consolidated subsidiaries. Excluding these measures provides more useful period-to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period. Revenues from partially owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculation, as those revenues are not fully attributable to the Company. Revenue from partially owned subsidiaries was $0.5 million and $0.9 million for the quarter and six months ended December 31, 2021, respectively.

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

The Company's non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes stock-based compensation expense, which is inclusive of the employer portion of payroll taxes on those stock awards, restructuring, impairments of equity method investments, gain and losses from investments, and certain adjustments to income tax expense. Impairments of equity investments are excluded as they are not part of our day-to-day operating decisions. Additionally, gains and losses from other investments that are either isolated or cannot be expected to occur again with any predictability are excluded. Costs related to restructuring activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. The Company independently calculates a non-GAAP adjusted tax rate to be applied to the identified non-GAAP adjustments considering the impact of discrete items on these adjustments and the jurisdictional mix of the adjustments. In addition, the tax impact of other discrete and non-recurring charges which impact our reported GAAP tax rate are adjusted from net earnings. We believe these tax items can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results.

Investors are encouraged to review the reconciliations of adjusted financial measures used in this press release to their most directly comparable GAAP financial measures as provided with the financial statements attached to this press release.

Forward Looking Statements:

Our press releases may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such statements involve risks and uncertainties that may affect the actual results of operations. The following important factors, among others, have affected and, in the future, could affect the Company's actual results: the effect of new branding and marketing initiatives, the integration of new businesses and leadership, the introduction and acceptance of new products, the funding and focus of the types of research by the Company's customers, the impact of the growing number of producers of biotechnology research products and related price competition, general economic conditions, customer site closures or supply chain issues resulting from the COVID-19 pandemic, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships.

For additional information concerning such factors, see the section titled "Risk Factors" in the Company's annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements we make in our press releases due to new information or future events. Investors are cautioned not to place undue emphasis on these statements.

Bio-Techne Corporation (NASDAQ: TECH) is a global life sciences company providing innovative tools and bioactive reagents for the research and clinical diagnostic communities. Bio-Techne products assist scientific investigations into biological processes and the nature and progress of specific diseases. They aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses. With thousands of products in its portfolio, Bio-Techne generated approximately $931 million in net sales in fiscal 2021 and has approximately 2,700 employees worldwide. For more information on Bio-Techne and its brands, please visit www.bio-techne.com.

Contact:	David Clair, Senior Director, Investor Relations & Corporate Development
	David.Clair@bio-techne.com
	612-656-4416

BIO-TECHNE CORPORATION

CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)

	QUARTER<br><br> <br>ENDED						SIX MONTHS<br><br> <br>ENDED
	12/31/21			12/31/20			12/31/21			12/31/20
Net sales	$	269,276		$	224,253		$	526,995		$	428,452
Cost of sales		85,585			73,353			172,307			139,821
Gross margin		183,691			150,900			354,688			288,631
Operating expenses:
Selling, general and administrative		100,693			83,116			186,868			155,714
Research and development		20,650			16,789			42,250			32,830
Total operating expenses		121,343			99,905			229,118			188,544
Operating income		62,348			50,995			125,570			100,087
Other income (expense)		23,831			5,373			27,992			(4,381	)
Earnings before income taxes		86,179			56,368			153,562			95,706
Income taxes		14,120			10,224			12,522			16,168
Net earnings, including noncontrolling interest	$	72,059		$	46,144		$	141,040		$	79,538
Net earnings (loss) attributable to noncontrolling interest		(8,114	)		(130	)		(8,748	)		(130	)
Net earnings attributable to Bio-Techne		80,173			46,274			149,788			79,668
Earnings per share:
Basic	$	2.04		$	1.20		$	3.82		$	2.06
Diluted	$	1.94		$	1.15		$	3.64		$	1.98
Weighted average common shares outstanding:
Basic		39,310			38,691			39,202			38,614
Diluted		41,207			40,257			41,159			40,135

BIO-TECHNE CORPORATION

CONSOLIDATED CONDENSED BALANCE SHEETS

(In thousands)

(Unaudited)

	12/31/21		6/30/21
ASSETS
Cash and equivalents	$	211,845	$	199,091
Short-term available-for-sale investments		67,135		32,463
Accounts receivable, net		152,896		145,385
Inventories		121,858		116,748
Other current assets		36,496		16,919
Total current assets		590,230		510,606
Property and equipment, net		211,814		207,907
Right of use asset		64,293		73,834
Goodwill and intangible assets, net		1,401,403		1,459,035
Other assets		37,106		11,575
Total assets	$	2,304,846	$	2,262,957
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable and accrued expenses	$	89,668	$	95,960
Contract liabilities		19,081		18,995
Income taxes payable		14,284		5,336
Contingent consideration payable		2,000		4,000
Operating lease liabilities – current		11,809		11,602
Current portion of long-term debt obligations		12,500		12,500
Other current liabilities		5,467		3,891
Total current liabilities		154,809		152,284
Deferred income taxes		101,423		93,125
Long-term debt obligations		269,618		328,827
Operating lease liabilities		57,718		67,625
Long-term contingent consideration payable		7,000		25,400
Other long-term liabilities		11,747		24,462
Stockholders’ equity		1,702,531		1,571,234
Total liabilities and stockholders’ equity	$	2,304,846	$	2,262,957

BIO-TECHNE CORPORATION

RECONCILIATION OF ADJUSTED GROSS MARGIN PERCENTAGE

(Unaudited)

	QUARTER<br><br> <br>ENDED						SIX MONTHS<br><br> <br>ENDED
	12/31/21			12/31/20			12/31/21			12/31/20
Gross margin percentage – GAAP		68.2	%		67.3	%		67.3	%		67.4	%
Identified adjustments:
Costs recognized upon sale of acquired inventory		0.0	%		0.0	%		0.3	%		0.0	%
Amortization of intangibles		3.8	%		3.9	%		3.9	%		4.0	%
Stock compensation expense - COGS		0.2	%		0.3	%		0.1	%		0.3	%
Impact of partially owned consolidated subsidiaries^(1)^		0.1	%		0.0	%		0.2	%		0.0	%
Gross margin percentage - Adjusted		72.3	%		71.5	%		71.8	%		71.7	%

^(1)^Adjusted gross margin percentages for the second quarter and full year of fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially owned consolidated subsidiaries on the Company’s adjusted gross margin percentage.

BIO-TECHNE CORPORATION

RECONCILIATION OF ADJUSTED OPERATING MARGIN PERCENTAGE

(Unaudited)

	QUARTER<br><br> <br>ENDED						SIX MONTHS<br><br> <br>ENDED
	12/31/21			12/31/20			12/31/21			12/31/20
Operating margin percentage – GAAP		23.2	%		22.7	%		23.8	%		23.4	%
Identified adjustments:
Costs recognized upon sale of acquired inventory		0.0	%		0.0	%		0.3	%		0.0	%
Amortization of intangibles		6.8	%		6.8	%		7.0	%		7.1	%
Acquisition related expenses		(4.9	)%		2.0	%		(2.9	)%		1.1	%
Eminence impairment		7.0	%		-	%		3.6	%		-	%
Stock-based compensation		5.5	%		7.2	%		5.4	%		6.9	%
Restructuring costs		0.3	%		0.0	%		0.4	%		0.0	%
Impact of partially owned subsidiaries^(1)^		0.4	%		0.1	%		0.4	%		0.0	%
Operating margin percentage - Adjusted		38.3	%		38.8	%		38.0	%		38.5	%

^(1)^Adjusted operating margin percentages for the second quarter and full year of fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially owned consolidated subsidiaries on the Company’s adjusted operating margin percentage.

BIO-TECHNE CORPORATION

NON-GAAP ADJUSTED CONOLIDATED NET EARNINGS and EARNINGS per SHARE

(In thousands, except per share data)

(Unaudited)

	QUARTER<br><br> <br>ENDED						SIX MONTHS<br><br> <br>ENDED
	12/31/21			12/31/20			12/31/21			12/31/20
Net earnings before taxes– GAAP	$	86,179		$	56,368		$	153,562		$	95,706
Identified adjustments attributable to Bio-Techne:
Costs recognized upon sale of acquired inventory		84			23			1,596			23
Amortization of intangibles		18,380			15,027			36,769			30,528
Acquisition related expenses		(13,168	)		4,514			(15,430	)		4,746
Eminence impairment		18,715			-			18,715			-
Stock-based compensation, inclusive of employer taxes		14,815			16,225			28,675			29,558
Restructuring costs		743			142			1,928			142
Investment (gain) loss and other		(28,395	)		(10,197	)		(34,630	)		(5,846	)
Impact of partially owned consolidated subsidiaries^(1)^		1,004			207			2,567			207
Net earnings before taxes- Adjusted^(1)^	$	98,357		$	82,309		$	193,752		$	155,064
Non-GAAP tax rate		21.4	%		20.6	%		21.2	%		20.6	%
Non-GAAP tax expense		21,048			16,956			41,076			31,969
Non-GAAP adjusted net earnings attributable to Bio-Techne^(1)^	$	77,309		$	65,353		$	152,676		$	123,095
Earnings per share - diluted – Adjusted^(1)^	$	1.88		$	1.62		$	3.71		$	3.07

^(1)^Adjusted consolidated net earnings and earnings per share for the second quarter and full year of fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially owned consolidated subsidiaries on the Company’s adjusted consolidated net earnings.

BIO-TECHNE CORPORATION

NON-GAAP adjusted tax rate

(In percentages)

(Unaudited)

	QUARTER						SIX MONTHS
	ENDED						ENDED
	12/31/21			12/31/20			12/31/21			12/31/20
GAAP effective tax rate		16.4	%		18.1	%		8.2	%		16.9	%
Discrete items		7.5			6.5			16.4			8.2
Annual forecast update		0.7			0.5			-			-
Long-term GAAP tax rate		24.6	%		25.1	%		24.6	%		25.1	%
Rate impact items
Stock based compensation		(1.7	)		(4.2	)		(1.9	)		(4.2	)
Other		(1.5	)		(0.3	)		(1.5	)		(0.3	)
Total rate impact items		(3.2	)		(4.5	)%		(3.4	)		(4.5	)%
Non-GAAP adjusted tax rate^(1)^		21.4	%		20.6	%		21.2	%		20.6	%

^(1)^In our second quarter results of fiscal year 2021, the Company re-casted our first quarter results using the Non-GAAP tax rate for the first six months of fiscal 2021, which normalized the tax rate impact on adjusted earnings resulting from return to growth patterns seen prior to the onset of the COVID-19 pandemic.

BIO-TECHNE CORPORATION

SEGMENT REVENUE

(In thousands)

(Unaudited)

	QUARTER<br><br> <br>ENDED						SIX MONTHS<br><br> <br>ENDED
	12/31/21			12/31/20			12/31/21			12/31/20
Protein Sciences segment revenue	$	204,971		$	172,179		$	402,156		$	326,625
Diagnostics and Genomics segment revenue		64,527			52,469			125,512			102,595
Intersegment revenue		(222	)		(395	)		(673	)		(768	)
Consolidated revenue	$	269,276		$	224,253		$	526,995		$	428,452

BIO-TECHNE CORPORATION

SEGMENT OPERATING INCOME

(In thousands)

(Unaudited)

	QUARTER<br><br> <br>ENDED						SIX MONTHS<br><br> <br>ENDED
	12/31/21			12/31/20			12/31/21			12/31/20
Protein Sciences segment operating income^(1)^	$	93,281		$	80,453		$	183,381		$	150,803
Diagnostics and Genomics segment operating income		10,880			8,107			18,344			16,781
Segment operating income		104,161			88,560			201,725			167,584
Corporate general, selling, and administrative		(1,334	)		(1,520	)		(1,524	)		(2,482	)
Adjusted operating income		102,827			87,040			200,201			165,102
Cost recognized upon sale of acquired inventory		(84	)		(23	)		(1,595	)		(23	)
Amortization of intangibles		(18,380	)		(15,027	)		(36,769	)		(30,528	)
Acquisition related expenses		13,262			(4,421	)		15,618			(4,558	)
Eminence impairment		(18,715	)		-			(18,715	)		-
Impact of partially owned consolidated subsidiaries^(1)^		(1,004	)		(207	)		(2,567	)		(207	)
Stock-based compensation		(14,815	)		(16,225	)		(28,675	)		(29,557	)
Restructuring costs		(743	)		(142	)		(1,928	)		(142	)
Operating income	$	62,348		$	50,995		$	125,570		$	100,087

^(1)^Adjusted operating income for the second quarter and full year of fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially owned consolidated subsidiaries on the Company’s adjusted operating income.

BIO-TECHNE CORPORATION

CONDENSED CASH FLOW

(In thousands)

(Unaudited)

	SIX MONTHS<br><br> <br>ENDED
	12/31/21			12/31/20
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings	$	141,040		$	79,538
Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization		49,836			41,972
Costs recognized on sale of acquired inventory		1,596			23
Deferred income taxes		7,233			216
Stock-based compensation expense		25,706			28,531
Fair value adjustment to available for sale investments		(33,672	)		(6,356	)
Contingent consideration payments - operating		(3,300	)		(155	)
Fair value adjustment to contingent consideration payable		(16,400	)		4,600
Asset impairment restructuring		546			-
Eminence impairment		18,715			-
Other operating activities		(41,873	)		6,909
Net cash provided by operating activities		149,427			155,278
CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property and equipment		(16,238	)		(22,383	)
Investment of forward purchase contract		(25,000	)		-
Other investing activities		(1,050	)		5,641
Net cash provided by (used in) investing activities		(42,288	)		(16,742	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends		(25,069	)		(24,728	)
Proceeds from stock option exercises		56,500			32,337
Long-term debt activity, net		(59,250	)		(125,250	)
Contingent consideration payments - financing		(700	)		-
Share repurchases		(41,294	)		-
Other financing activity		(23,247	)		(7,371	)
Net cash provided by (used in) financing activities		(93,060	)		(125,012	)
Effect of exchange rate changes on cash and cash equivalents		(1,325	)		5,377
Net increase (decrease)in cash and cash equivalents		12,754			18,901
Cash and cash equivalents at beginning of period		199,091			146,625
Cash and cash equivalents at end of period	$	211,845		$	165,526

ex_330132.htm

Exhibit 99.2

BIO-TECHNE DECLARES DIVIDEND AND NEW SHARE REPURCHASE PROGRAM

MINNEAPOLIS, February 1, 2022/PRNewswire/ -- Bio-Techne Corporation (NASDAQ: TECH) announced that its Board of Directors has decided to pay a dividend of $0.32 per share for the quarter ended December 31, 2021. The quarterly dividend will be payable February 25, 2022, to all common shareholders of record on February 11, 2022. Future cash dividends will be considered by the Board of Directors on a quarterly basis.

Bio-Techne also announced today that its board of directors has approved a new share repurchase program authorizing the repurchase of up to $400 million of common stock. The new share repurchase program begins February 2, 2022 and replaces the previous program. The timing and number of shares to be repurchased will depend on factors such as the share price, economic and market conditions, and corporate and regulatory requirements. The share repurchase program may be suspended, amended, or discontinued at any time and does not obligate the Company to acquire any specific dollar amount or number of shares of common stock.

Forward Looking Statements:

Our press releases may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act. Such statements involve risks and uncertainties that may affect the actual results of operations. Forward looking statements in this press release include statements regarding potential future repurchase of Bio-Techne common stock. The following important factors, among others, have affected and, in the future, could affect the Company's actual results and future share price: the effect of new branding and marketing initiatives, the integration of new businesses and leadership, the introduction and acceptance of new products, the funding and focus of the types of research by the Company's customers, the impact of the growing number of producers of biotechnology research products and related price competition, general economic conditions, customer site closures or supply chain issues resulting from the COVID-19 pandemic, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships.

Contact:	David Clair, Senior Director, Investor Relations & Corporate Development
	David.Clair@bio-techne.com
	612-656-4416