BIO-TECHNE Corp 10-Q for FY2026 Q2

BIO-TECHNE Corp (TECH)

10-Q 2026-02-04 For: 2025-12-31

Added on April 09, 2026

About this 10-Q

BIO-TECHNE Corp filed this 10-Q on February 4, 2026, covering the quarter ended December 31, 2025 (FY2026 Q2).

Headline figures

Quarter ended December 31, 2025, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $295.88M; down 0.4% from $297.03M a year earlier
Net income: $38.01M; up 8.9% from net income of $34.89M a year earlier
Diluted EPS: $0.24; up 9.1% from $0.22 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
	Condensed Consolidated Statements of Earnings and Comprehensive Income	1
	Condensed Consolidated Balance Sheets	2
	Condensed Consolidated Statements of Cash Flows	3
	Condensed Consolidated Statements of Stockholders’ Equity	4
	Notes to Condensed Consolidated Financial Statements	6
	Note 1. Basis of Presentation and Summary of Significant Accounting Policies	6
	Note 2. Revenue Recognition	7
	Note 3. Selected Balance Sheet Information	9
	Note 4. Fair Value Measurements	11
	Note 5. Debt and Other Financing Arrangements	14
	Note 6. Leases	14
	Note 7. Supplemental Equity and Accumulated Other Comprehensive Income (Loss)	16
	Note 8. Earnings Per Share	18
	Note 9. Share-based Compensation and Other Benefit Plans	18
	Note 10. Other Income/(Expense)	19
	Note 11. Income Taxes	19
	Note 12. Segment Information	20
	Note 13. Restructuring	22
	Note 14. Subsequent Events	25

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	34

Item 4.	Controls and Procedures	34

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	34

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	35

Item 4.	Mine Safety Disclosures	35

Item 5.	Other Information	35

Item 6.	Exhibits	36

	SIGNATURES	37


	* *	Quarter Ended				Six Months Ended
		December 31,				December 31,
		2025		2024		2025		2024
Net sales		$	295,877	$	297,031	$	582,432	$	586,489
Cost of sales			104,600		103,145		203,043		209,586
Gross margin			191,277		193,886		379,389		376,903

Operating expenses:
Selling, general and administrative			113,691		121,451		229,904		240,612
Research and development			23,125		25,016		47,366		48,885
Total operating expenses			136,816		146,467		277,270		289,497
Operating income			54,461		47,419		102,119		87,406

Other income (expense)			(3,677)		(4,543)		(3,344)		(4,359)
Earnings before income taxes			50,784		42,876		98,775		83,047
Income taxes			12,775		7,986		22,581		14,557
Net earnings		$	38,009	$	34,890	$	76,194	$	68,490
Other comprehensive income (loss):
Foreign currency translation income (loss)			2,762		(25,518)		(88)		(4,262)
Unrealized gains (losses) on derivative instruments			(711)		(45)		(2,376)		(3,072)
Other comprehensive income (loss)			2,051		(25,563)		(2,464)		(7,334)
Comprehensive income		$	40,060	$	9,327	$	73,730	$	61,156

Earnings per share:
Basic		$	0.24	$	0.22	$	0.49	$	0.43
Diluted		$	0.24	$	0.22	$	0.49	$	0.42

Weighted average common shares outstanding:
Basic			155,839		158,431		155,652		158,481
Diluted			156,999		160,626		156,750		161,353


	* *	December 31,
		2025		June 30,
		(unaudited)		2025
ASSETS
Current assets:
Cash and cash equivalents		$	172,879	$	162,186
Accounts receivable, less allowances of $4,448 and $4,215, respectively			184,614		206,876
Inventories			205,447		189,446
Current assets held-for-sale			—		12,332
Other current assets			74,492		37,460
Total current assets			637,432		608,300

Property and equipment, net			234,383		245,719
Right-of-use assets			68,249		73,399
Goodwill			980,561		980,935
Intangible assets, net			334,990		365,599
Other assets			267,084		283,916
Total assets		$	2,522,699	$	2,557,868
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable		$	26,269	$	25,311
Salaries, wages and related accruals			45,026		65,791
Accrued expenses			20,337		25,663
Contract liabilities			31,030		32,571
Income taxes payable			2,476		10,770
Operating lease liabilities - current			13,710		14,098
Other current liabilities			1,578		1,645
Total current liabilities			140,426		175,849

Deferred income taxes			11,021		6,169
Long-term debt obligations			260,000		346,000
Operating lease liabilities			77,185		83,960
Other long-term liabilities			23,078		27,082

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 155,881,291 and 154,972,196 respectively			1,559		1,550
Additional paid-in capital			964,955		911,089
Retained earnings			1,106,819		1,066,049
Accumulated other comprehensive loss			(62,344)		(59,880)
Total shareholders’ equity			2,010,989		1,918,808
Total liabilities and shareholders’ equity		$	2,522,699	$	2,557,868


								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
Six months ended December 31, 2025	Shares	Amount		Capital		Earnings		Loss		Total
Balances at June 30, 2025	154,972	$	1,550	$	911,089	$	1,066,049	$	(59,880)	$	1,918,808
Net earnings							38,185				38,185
Other comprehensive income									(4,515)		(4,515)
Share repurchases	(1)		0				(24)				(24)
Common stock issued for exercise of options	625		6		21,477		(5,895)				15,588
Common stock issued for restricted stock awards	110		1		(1)		(3,337)				(3,337)
Cash dividends ($0.08 per share)							(12,444)				(12,444)
Stock-based compensation expense					11,543						11,543
Common stock issued to employee stock purchase plan	43		0		2,012						2,012
Employee stock purchase plan expense					(2)						(2)
Balances at September 30, 2025	155,749	$	1,557	$	946,118	$	1,082,534	$	(64,395)	$	1,965,814
Net earnings							38,009				38,009
Other comprehensive income									2,051		2,051
Common stock issued for exercise of options	100		1		4,738		—				4,739
Common stock issued for restricted stock awards	32		1		(1)		(1,254)				(1,254)
Cash dividends ($0.08 per share)							(12,470)				(12,470)
Stock-based compensation expense					13,727						13,727
Employee stock purchase plan expense					373						373
Balances at December 31, 2025	155,881	$	1,559	$	964,955	$	1,106,819	$	(62,344)	$	2,010,989


	* *	December 31,
		2025
Beginning balance		$	365,599
Other additions			184
Amortization expense			(31,027)
Currency translation			234
Ending balance		$	334,990


Remainder 2026	$	30,970
2027		58,707
2028		54,975
2029		40,881
2030		26,922
Thereafter		122,535
Total	$	334,990


	* *				Diagnostics and
		Protein Sciences			Spatial Biology			Total
June 30, 2025		$	426,776		$	554,159		$	980,935
Currency translation			(885)			511			(374)
December 31, 2025		$	425,891		$	554,670		$	980,561


	* *	December 31,		June 30,
	* *	2025		2025
Equity method investment in Wilson Wolf		$	235,036	$	235,983
Long-term inventory			5,598		5,822
Investment in Spear Bio			15,000		15,000
Notes receivable⁽¹⁾			7,179		2,184
Other			4,271		24,927
Other assets		$	267,084	$	283,916


		* *	Total
			carrying
			value as of			Fair Value Measurements Using
	Balance Sheet Location		December 31,			Inputs Considered as
			2025			Level 1		Level 2		Level 3
Assets
Exchange traded securities⁽¹⁾	Other current assets		$	6,666		$	6,666	$	—	$	—
Notes receivable⁽²⁾	Other current assets			4,873			—		—		4,873
Notes receivable⁽²⁾	Other assets			7,179			—		—		7,179
Total assets			$	18,718		$	6,666	$	—	$	12,052

Liabilities
Derivatives designated as hedging instruments - net investment hedge	Other long-term liabilities		$	16,317		$	—	$	16,317	$	—
Total liabilities			$	16,317		$	—	$	16,317	$	—


		* *	December 31,		June 30,
Instruments	Designation	* *	2025		2025
Forward starting swaps⁽¹⁾	Cash flow hedge		$	—	$	200
Cross-currency swap⁽²⁾	Net investment hedge			130		140


		(Gain) Loss Recognized in Accumulated Other Comprehensive Loss
	* *	Quarter Ended					Six Months Ended
		December 31,					December 31,
	* *	2025		* *	2024		2025		2024
Cash flow hedges
Forward starting swaps		$	1,410		$	1,689	$	4,419	$	6,699
Net investment hedges
Cross-currency swap			336			(7,690)		(381)		(2,525)
Total		$	1,746		$	(6,001)	$	4,038	$	4,174


		(Gain) Loss Reclassified into Income
	* *	Quarter Ended					Six Months Ended
		December 31,					December 31,				Income Statement
	* *	2025		* *	2024		2025		2024		Classification
Cash flow hedges
Forward starting swaps		$	(757)		$	(2,155)	$	(2,678)	$	(4,754)	Interest expense
Net investment hedges
Cross-currency swap			(660)			(660)		(1,273)		(1,442)	Interest expense
Total		$	(1,417)		$	(2,815)	$	(3,951)	$	(6,196)


	* *	Six Months Ended
		December 31,
		2025		2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings		$	76,194	$	68,490
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization			49,049		55,221
Costs recognized on sale of acquired inventory			—		373
Deferred income taxes			5,203		(13,417)
Stock-based compensation expense			25,640		24,892
(Gain) Loss on equity method investment			(404)		(420)
(Gain) Loss on investments			(37)		—
Asset impairment restructuring			3,253		9,841
Leases, net			(1,780)		492
Recovery of assets held-for-sale			(6,789)		—
Other operating activity			663		305
Change in operating assets and operating liabilities:
Trade accounts and other receivables, net			23,333		20,940
Inventories			(15,941)		(11,713)
Prepaid expenses			3,255		(405)
Trade accounts payable, accrued expenses, contract liabilities, and other			(8,107)		(29)
Salaries, wages and related accruals			(20,708)		3,882
Income taxes payable			(22,828)		(10,217)
Net cash provided by (used in) operating activities			109,996		148,235

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of available-for-sale investments			—		1,085
Additions to property and equipment			(11,284)		(15,993)
Distributions from Wilson Wolf			1,351		1,403
Investment in Spear Bio			—		(15,000)
Proceeds from sale of assets held-for-sale			4,617		1,789
Net cash provided by (used in) investing activities			(5,316)		(26,716)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends			(24,914)		(25,424)
Proceeds from stock option exercises			28,234		30,641
Repurchases of common stock			(24)		(75,628)
Repayments of long-term debt			(86,000)		(19,000)
Taxes paid on RSUs and net share settlements			(10,486)		(5,997)


	Quarter Ended					Six Months Ended
	December 31,					December 31,
	2025		* *	2024		2025		* *	2024
Consumables	$	235,443		$	230,715	$	467,044		$	461,560
Instruments		29,605			30,868		51,431			57,074
Services		22,316			27,350		49,798			54,707
Total product and services revenue, net	$	287,364		$	288,933	$	568,273		$	573,341
Royalty revenues		8,513			8,098		14,159			13,148
Total revenues, net	$	295,877		$	297,031	$	582,432		$	586,489


	* *	Quarter Ended					Six Months Ended
		December 31,					December 31,
	* *	2025		* *	2024		2025		* *	2024
United States		$	146,557		$	159,906	$	301,797		$	324,921
EMEA, excluding United Kingdom			75,354			70,392		140,482			129,455
United Kingdom			13,728			13,243		26,933			27,187
APAC, excluding Greater China			22,742			19,010		41,889			37,131
Greater China			26,351			24,754		51,137			49,074
Rest of World			11,145			9,726		20,194			18,721
Net sales		$	295,877		$	297,031	$	582,432		$	586,489


	* *	December 31,			June 30,
	* *	2025		* *	2025
Raw materials		$	96,203		$	89,080
Finished goods⁽¹⁾			114,842			106,188
Inventories		$	211,045		$	195,268


		Quarter Ended							Six Months Ended
		December, 31							December, 31
				2025			2024			2025		2024
Condensed Consolidated Statements of Earnings
Fixed operating lease expense			$	4,401		$	4,345		$	8,810	$	8,723
Variable operating lease expense				1,171			1,319			2,497		2,581
Total operating lease expense			$	5,572		$	5,664		$	11,307	$	11,304

Condensed Consolidated Statements of Cash Flows
Cash paid for amounts included in the measurement of operating lease liabilities			$	4,480		$	4,183		$	8,935	$	8,068
ROU assets obtained in exchange for operating lease obligations				370			522			648		1,321

		As of
Condensed Consolidated Balance Sheets			December 31,			June 30,
Lease Assets and Liabilities	Balance Sheet Classification		2025			2025
Operating lease ROU assets	Right-of-use assets		$	68,249		$	73,399

Operating lease liabilities - current	Operating lease liabilities - current		$	13,710		$	14,098
Operating lease liabilities - long-term	Operating lease liabilities			77,185			83,960
Total operating lease liabilities			$	90,895		$	98,058

Weighted average remaining lease term:				7.2 years			7.6 years
Weighted average discount rate:				4.3	%		4.3	%



	December 31,
	2025
Remaining 2026	$	8,516
2027		16,802
2028		16,420
2029		15,857
2030		13,397
Thereafter		35,556
Total	$	106,548
Less: Amounts representing interest		15,653
Total lease obligations	$	90,895


Quarter ended December 31, 2025 (in thousands):		Unrealized
		Gains			Foreign
		(Losses) on			Currency
		Derivative			Translation
	* *	Instruments		* *	Adjustments		* *	Total
Balance as of September 30, 2025, net of tax		$	871		$	(65,266)		$	(64,395)
Other comprehensive income (loss), before tax:
Amounts before reclassifications			(1,250)			2,262			1,012
Amounts reclassified out			757			660			1,417
Total other comprehensive income (loss), before tax			(493)			2,922			2,429
Tax (expense)/benefit			(218)			(160)			(378)
Total other comprehensive income (loss), net of tax			(711)			2,762			2,051
Balance as of December 31, 2025, net of tax		$	160		$	(62,504)		$	(62,344)


Quarter ended December 31, 2024 (in thousands):		Unrealized
		Gains			Foreign
		(Losses) on			Currency
		Derivative			Translation
	* *	Instruments		* *	Adjustments		* *	Total
Balance as of September 30, 2024 net of tax:		$	5,075		$	(65,162)		$	(60,087)
Other comprehensive income (loss), before tax:
Amounts before reclassifications			(1,689)			(26,021)			(27,710)
Amounts reclassified out			2,155			660			2,815
Total other comprehensive income (loss), before tax			466			(25,361)			(24,895)
Tax (expense)/benefit			(511)			(157)			(668)
Total other comprehensive income (loss), net of tax			(45)			(25,518)			(25,563)
Balance as of December 31, 2024, net of tax		$	5,030		$	(90,680)		$	(85,650)


Six months ended December 31, 2025 (in thousands):		Unrealized
		Gains			Foreign
		(Losses) on			Currency
		Derivative			Translation
	* *	Instruments		* *	Adjustments		* *	Total
Balance as of June 30, 2025, net of tax:		$	2,536		$	(62,416)		$	(59,880)
Other comprehensive income (loss), before tax:
Amounts before reclassifications			(4,419)			(1,056)			(5,475)
Amounts reclassified out			2,678			1,273			3,951
Total other comprehensive income (loss), before tax			(1,741)			217			(1,524)
Tax (expense)/benefit			(635)			(305)			(940)
Total other comprehensive income (loss), net of tax			(2,376)			(88)			(2,464)
Balance as of December 31, 2025, net of tax		$	160		$	(62,504)		$	(62,344)


Six months ended December 31, 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			(6,699)			(5,362)			(12,061)
Amounts reclassified out			4,754			1,442			6,196
Total other comprehensive income (loss), before tax			(1,945)			(3,920)			(5,865)
Tax (expense)/benefit			(1,127)			(342)			(1,469)
Total other comprehensive income (loss), net of tax			(3,072)			(4,262)			(7,334)
Balance as of December 31, 2024, net of tax		$	5,030		$	(90,680)		$	(85,650)


For the Quarter Ended December 31, 2025
		Protein Sciences		Diagnostics and Spatial Biology		Total
Net sales	$	215,084	$	81,180	$	296,264
Intersegment						(387)
Consolidated net sales					$	295,877
Segment operating income
Cost of sales		57,030		36,471
Selling, general and administrative		58,993		27,597
Research and development		14,446		8,680
Segment operating income	$	84,615	$	8,432	$	93,047
Unallocated amounts
Amortization of intangibles						(15,379)
Acquisition related expenses and other						(2,093)
Certain litigation charges						(2,140)
Stock based compensation, inclusive of employer taxes						(14,198)
Restructuring and restructuring-related costs						(3,739)
Corporate general, selling, and administrative expenses						(1,037)
Consolidated operating income					$	54,461


For the Six Months Ended December 31, 2025
		Protein Sciences		Diagnostics and Spatial Biology		Total
Net sales	$	417,272	$	160,638	$	577,910
Other revenue						5,439
Intersegment						(917)
Consolidated net sales					$	582,432
Segment operating income
Cost of sales		107,547		70,208
Selling, general and administrative		118,759		55,448
Research and development		28,638		17,672
Segment operating income	$	162,328	$	17,310	$	179,638
Unallocated amounts
Amortization of intangibles						(30,729)
Acquisition related expenses and other						(5,444)
Certain litigation charges						(4,549)
Stock based compensation, inclusive of employer taxes						(26,294)
Restructuring and restructuring-related costs						(11,249)
Recovery of assets held-for-sale						6,789
Corporate general, selling, and administrative expenses						(3,470)
Impact of business held-for-sale⁽¹⁾						(2,573)
Consolidated operating income					$	102,119


	Quarter ended December 31, 2025
		Employee		Asset-related		Recovery
		severance		and other		of assets held-for-sale		Total
Protein Sciences	$	182	$	2,713	$	—	$	2,895
Diagnostics and Spatial Biology		—		—		—		—
Corporate		96		305		—		401
Total	$	278	$	3,018	$	—	$	3,296


	Six months ended December 31, 2025
		Employee		Asset-related		Recovery
		severance		and other		of assets held-for-sale		Total
Protein Sciences	$	1,818	$	4,285	$	—	$	6,103
Diagnostics and Spatial Biology		2,966		—		(6,789)		(3,823)
Corporate		836		305		—		1,141
Total	$	5,620	$	4,590	$	(6,789)	$	3,421


						Impairment (Recovery)
	Employee		Asset			of assets
	severance⁽¹⁾		impairment and other⁽²⁾			held-for-sale	Total
Expense incurred in the fourth quarter of 2025	$	1,041	$	11,531	$	83,059	$	95,631
Cash payments		—		—		—		—
Non-cash adjustments		—		(11,471)		(83,059)		(94,530)
Accrued restructuring actions balance as of June 30, 2025	$	1,041	$	60	$	—	$	1,101
Expense incurred in fiscal 2026	$	5,620	$	4,590	$	(6,789)	$	3,421
Cash payments		(5,890)		(4,455)		—		(10,345)
Non-cash adjustments		—		—		6,789		6,789
Accrued restructuring actions balance as of December 31, 2025	$	771	$	195	$	—	$	966


	Quarter ended December 31,
	2025						2024
		Employee		Asset-related				Employee		Asset-related
		severance		and other		Total		severance		and other		Total
Protein Sciences	$	278	$	164	$	442	$	39	$	2,755	$	2,794
Diagnostics and Spatial Biology		—		—		—		(19)		—		(19)
Corporate		—		—		—		185		4		189
Total	$	278	$	164	$	442	$	205	$	2,759	$	2,964


	Six months ended December 31,
	2025						2024
		Employee		Asset-related				Employee		Asset-related
		severance		and other		Total		severance		and other		Total
Protein Sciences	$	698	$	341	$	1,039	$	2,313	$	10,172	$	12,485
Diagnostics and Spatial Biology		—		—		—		425		—		425
Corporate		—		—		—		319		4		323
Total	$	698	$	341	$	1,039	$	3,057	$	10,176	$	13,233


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, 2025	—	$	—	—	$	405,007,867
August 1 - August 31, 2025	500		48.01	500		404,983,864
September 1 - September 30, 2025	—		—	—		404,983,864
July 1 - September 30, 2025	500		48.01	500
October 1 - 31, 2025	—		—	—		404,983,864
November 1 - 30, 2025	—		—	—		404,983,864
December 1 - 31, 2025	—		—	—		404,983,864
October 1 - December 31, 2025	—		—	—


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*

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

31.2	Certificate 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 and six months ended December 31, 2025, 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, (iv) the Condensed Consolidated Statements of Stockholders Equity, and (v) 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: February 4, 2026		/s/ Kim Kelderman
		Kim Kelderman
		President and Chief Executive Officer

Date: February 4, 2026		/s/ James Hippel
		James Hippel
		Executive Vice President, Chief Financial Officer


	/s/ Kim Kelderman
	Kim Kelderman
	President and Chief Executive Officer February 4, 2026