BIO-TECHNE Corp

Previous wording

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company) develop, manufacture and sell biotechnology reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

Current wording

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company) develop, manufacture and sell biotechnology reagents, instruments and services for the research and clinical diagnostic markets worldwide. We use our deep product portfolio and application expertise to develop and sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.

Previous wording

We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries and treat and diagnose diseases. We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets. The Company’s strategic pillars for long-term growth and profitability are grow and leverage the core, capitalize on high potential markets, market expansion through innovation and acquisition, deliver best-in-class customer experience, and develop people through a transformative culture.

Current wording

We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries and treat and diagnose diseases. We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to expand our prescence in diagnostics and other adjacent markets. The Company’s strategic pillars for long-term growth and profitability are to grow and leverage the core, capitalize on high potential markets, market expansion through innovation and acquisition, deliver best-in-class customer experience, and develop people through a transformative culture.

Previous wording

Our Protein Sciences segment is a leading developer and manufacturer of high-quality purified proteins and reagent solutions, most notably cytokines and growth factors, antibodies, immunoassays, biologically active small molecule compounds, tissue culture reagents and T-Cell activation technologies. This segment also includes protein analysis solutions that offer researchers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including FDA-regulated controls, calibrators, blood gas and clinical chemistry controls and other reagents for OEM and clinical customers, as well as a portfolio of clinical molecular diagnostic oncology assays. This segment also manufactures and sells advanced tissue-based in-situ hybridization assays (ISH) for research and clinical use.

Current wording

Our Protein Sciences segment is a leading developer and manufacturer of high-quality purified proteins and reagent solutions, most notably cytokines and growth factors, antibodies, immunoassays, biologically active small molecule compounds, tissue culture reagents and T-Cell activation technologies. This segment also includes protein analysis solutions that offer researchers efficient and streamlined options for protein characterization, automated western blot and multiplexed ELISA workflow. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including FDA-regulated controls, calibrators, blood gas and clinical chemistry controls and other reagents for OEM and clinical customers, as well as a portfolio of clinical molecular diagnostic carrier screening and oncology assays. This segment also manufactures and sells fully automated multiomic spatial biology instrumentation and advanced tissue-based in-situ hybridization assays (ISH) for research and clinical use.

Previous wording

Consolidated net sales for the quarter ended September 30, 2025 were $286.6 million, a decrease of 1% compared to the same prior year period. Organic revenue for the quarter ended September 30, 2025 decreased 1% compared to the prior year, with foreign currency exchange having a favorable impact of 1% and businesses held-for-sale having an unfavorable impact of 1%. Organic revenue for the quarter ended September 30, 2025 was primarily driven by favorable performance by our Diagnostics and Spatial Biology portfolio offset by volume pressure in our Protein Sciences segment.

Current wording

Consolidated net sales for the quarter ended December 31, 2025 remained flat at $295.9 million compared to the same prior year period. Consolidated net sales for the six months ended December 31, 2025 were $582.4 million, a decrease of 1% from the same prior year period. Organic revenue for the quarter ended December 31, 2025 remained flat compared to the prior year. Foreign currency exchange had a favorable impact of 2% and non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2%. Organic revenue for the six months ended December 31, 2025 remained flat. Foreign currency exchange had a favorable impact of 1% and non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2%. Organic revenue for the quarter ended December 31, 2025 was primarily driven by favorable performance by our Diagnostics and Spatial Biology portfolio offset by unfavorable product mix in our Protein Sciences segment.

Previous wording

Consolidated gross margin for the quarter ended September 30, 2025 was 65.6% compared to 63.2% for the same prior year period. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock-based compensation expense, restructuring and restructuring-related costs, and the impact of businesses held-for-sale, adjusted gross margin for the quarter ended September 30, 2025 was 70.2% compared to 69.5% for the quarter ended September 30, 2024. Fluctuations in consolidated gross margin and adjusted gross margin, as a percentage of sales, have primarily resulted from changes in product mix and a reduction in restructuring charges. We expect that, in the future, gross margins will continue to be impacted by the mix of our portfolio growing at different rates as well as future acquisitions.

Current wording

Consolidated gross margins for the quarter and six months ended December 31, 2025 were 64.6% and 65.1%, respectively, compared to 65.3% and 64.3% for the same prior year periods. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock-based compensation expense, restructuring and restructuring-related expenses, and the impact of a business held-for-sale, adjusted gross margins for the quarter and six months ended December 31, 2025 were 68.5% and 69.4%, respectively, compared to 70.5% and 70.0% for the quarter and six months ended December 31, 2024, respectively. Fluctuations in consolidated gross margin and adjusted gross margin, as a percentage of sales, have primarily resulted from changes in product mix. We expect that, in the future, gross margins will continue to be impacted by the mix of our portfolio growing at different rates.

Previous wording

A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization, stock compensation expense, restructuring and restructuring-related charges, and the impact of businesses held-for-sale included in Cost of sales, is as follows (in thousands):

Current wording

A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization, stock compensation expense, restructuring and restructuring-related charges, and the impact of a business held-for-sale included in cost of sales, is as follows (in thousands):

Previous wording

Selling, general and administrative expenses decreased 2% to $116.2 million for the quarter ended September 30, 2025 from the same prior year period. The decrease in expenses was due to cost management initiatives.

Current wording

Selling, general and administrative expenses decreased 6% to $113.7 million and decreased 4% to $229.9 million for the quarter and six months ended December 31, 2025, respectively, from the same prior year periods. The decrease in expense for the quarter and six months ended December 31, 2025 was primarily due to ongoing cost management initiatives.

Previous wording

The Protein Sciences segment’s net sales for the quarter ended September 30, 2025 was $202.2 million, which decreased 1% compared to the same respective prior year period. As of December 31, 2023, a business within the Protein Sciences segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2026 and 2025 operating results. Organic revenue for the segment decreased 3%, and foreign currency exchange had a favorable impact of 2%.

Current wording

Protein Sciences’ net sales for the quarter and six months ended December 31, 2025 were $215.1 million and $417.3 million, respectively, with results increasing 2% and remaining flat, respectively, compared to the same respective prior year periods. As of December 31, 2023, a business within the Protein Sciences Segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2026 and 2025 operating results. Organic revenue for the segment decreased 1% in the quarter ended December 31, 2025. Foreign currency exchange had a favorable impact of 3%. Organic revenue for the segment decreased 2% for the six months ended December 31, 2025. Foreign currency exchange had a favorable impact of 2%.

Previous wording

The operating margin for the segment was 11.2% for the quarter ended September 30, 2025 compared to 5.1% in the comparative prior year period. The segment’s operating margin was favorably impacted by the Exosome Diagnostics divestiture and productivity initiatives.

Current wording

The operating margin for the segment was 10.4% and 10.8% for the quarter and six months ended December 31, 2025, respectively, compared to 3.9% and 4.5% in both comparative prior year periods. The segment’s operating margin was favorably impacted by the Exosome Diagnostics divestiture and ongoing profitability initiatives, partially offset by unfavorable product mix.

Previous wording

Income taxes were at an effective rate of 20.4% of consolidated earnings for the quarter ended September 30, 2025, compared to 16.4% for the same respective prior year period. The change in the Company’s tax rate for the quarter ended September 30, 2025 was driven by the mix of net income.

Current wording

Income taxes were at an effective rate of 25.2% and 22.9% of consolidated earnings for the quarter and six months ended December 31, 2025, respectively, compared to 18.6% and 17.5% for the same respective prior year periods. The change in the Company’s tax rate for the quarter and six months ended December 31, 2025 was driven by the mix of net income.

Previous wording

The forecasted tax rate as of the first fiscal quarter of 2026 before discrete items is 26.5% compared to the prior year forecasted tax rate before discrete items of 23.6%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal 2026 to range from 26% to 30%.

Current wording

The forecasted tax rate as of the second fiscal quarter of 2026 before discrete items is 26.2% compared to the prior year forecasted tax rate before discrete items of 23.6%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal 2026 to range from 25% to 29%.

Previous wording

Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period-to-period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective non-GAAP adjusted tax rate for the quarters ended September 30, 2025 and 2024.

Current wording

Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period-to-period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective non-GAAP adjusted tax rate for the quarter and six months ended December 31, 2025 and 2024.

Previous wording

The difference between the reported GAAP tax rate and non-GAAP tax rate applied to the identified non-GAAP adjustments for the quarter ended September 30, 2025 is primarily a result of discrete tax items, including the tax benefit of stock option exercises.

Current wording

The difference between the reported GAAP tax rate and non-GAAP tax rate applied to the identified non-GAAP adjustments for the quarter ended December 31, 2025 is primarily a result of discrete tax items, including the tax expense of stock option exercises.

Previous wording

Cash and cash equivalents were $145.0 million as of September 30, 2025, compared to $162.2 million as of June 30, 2025.

Current wording

Cash and cash equivalents and available-for-sale investments were $172.9 million as of December 31, 2025, compared to $162.2 million as of June 30, 2025.

Previous wording

The Company has a line-of-credit governed by a Credit Agreement dated August 31, 2022 that will mature on August 31, 2027. As of September 30, 2025, there is $700 million available on the line-of-credit. See Note 5 to the Condensed Consolidated Financial Statements for a description of the Credit Agreement.

Current wording

The Company has a line-of-credit governed by a Credit Agreement dated August 31, 2022 that will mature on August 31, 2027. As of December 31, 2025, there is $740 million available on the line-of-credit. See Note 5 to the Condensed Consolidated Financial Statements for a description of the Credit Agreement.

Previous wording

During fiscal year 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of September 30, 2025, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028.

Current wording

During fiscal 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of December 31, 2025, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028.

Previous wording

The Company generated cash of $27.6 million from operating activities in the first quarter of fiscal 2026 compared to $63.9 million in the first quarter of fiscal 2025. The decrease from the prior year was primarily due to changes in the timing of cash payments on certain operating assets and liabilities.

Current wording

The Company generated cash of $110.0 million from operating activities in the six months ended December 31, 2025 compared to $148.2 million in the six months ended December 31, 2024. The decrease from the prior year was primarily due tochanges in the timing of cash payments on certain operating assets and liabilities.

Previous wording

Capital expenditures for fixed assets for the first quarter of fiscal 2026 and 2025 were $5.4 million and $9.2 million, respectively. Capital expenditures for the remainder of fiscal 2026 are expected to be approximately $27 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal 2026 are related to increasing capacity to meet expected sales growth across the Company.

Current wording

Capital expenditures for fixed assets for the six months ended December 31, 2025 and 2024 were $11.3 million and $16.0 million, respectively. Capital expenditures for the remainder of fiscal 2026 are expected to be approximately $18 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal 2026 are related to increasing capacity to meet expected sales growth across the Company.

Previous wording

During the first quarter of fiscal 2025, the Company invested $15.0 million into Spear Bio. There was no comparable activity in the first quarter of fiscal 2026.

Current wording

During the six months ended December 31, 2024, the Company invested $15.0 million into Spear Bio. There was no comparable activity in fiscal 2026.

Previous wording

During the first quarter of fiscal 2025, certificates of deposit reached maturity for $1.1 million. There was no comparable activity in the first quarter of fiscal 2026.

Current wording

During the six months ended December 31, 2024, certificates of deposit reached maturity for $1.1 million. There was no comparable activity in fiscal 2026.

Previous wording

The Company received tax distributions of $1.4 million from its equity method investee during the first quarter of both fiscal 2026 and 2025.

Current wording

The Company received tax distributions of $1.4 million from its equity method investee during the six months ended December 31, 2025 and 2024.

Previous wording

During the first quarter of fiscal 2026 and 2025, the Company paid cash dividends of $12.4 million and $12.7 million, respectively, to all common shareholders. On November 5, 2025, the Company announced the payment of a $0.08 per share cash dividend, or approximately $12.5 million, will be payable November 28, 2025 to all common shareholders of record on November 17, 2025.

Current wording

During the six months ended December 31, 2025 and 2024, the Company paid cash dividends of $24.9 million and $25.4 million, respectively, to all common shareholders. On February 4, 2026, the Company announced the payment of an $0.08 per share cash

Previous wording

Cash of $23.5 million and $25.1 million was received during the first quarter of fiscal 2026 and 2025, respectively, from the exercise of stock options.

Current wording

Cash of $28.2 million and $30.6 million was received during the six months ended December 31, 2025 and 2024, respectively, from the exercise of stock options.

Previous wording

During the first quarter of fiscal 2026 and 2025, the Company made repayments of $46.0 million and $19.0 million, respectively, on its long-term debt balance. The Company did not draw under its revolving line-of-credit facility during the first quarter of fiscal 2026 and 2025.

Current wording

During the six months ended December 31, 2025 and 2024, the Company made repayments of $86.0 million and $19.0 million, respectively, on its long-term debt balance. The Company did not draw under its revolving line-of-credit facility during the six months ended December 31, 2025 and 2024.

Previous wording

During the first quarter of fiscal 2026 and 2025, the Company paid taxes of $9.2 million and $5.0 million related to taxes on restricted stock, restricted stock units and stock options exercised through a net share settlement.

Current wording

During the six months ended December 31, 2025 and 2024, the Company paid taxes of $10.5 million and $6.0 million related to restricted stock units and stock options exercised through net share settlements classified as financing activities.

Previous wording

The Company's significant accounting policies are discussed in the Company's Annual Report on Form 10-K for fiscal 2025 and are incorporated herein by reference. The application of certain of these policies requires judgments and estimates that can affect the results of operations and financial position of the Company. Judgments and estimates are used for, but not limited to, valuation of available-for-sale investments, inventory valuation and allowances, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in the quarter ended September 30, 2025 that would require disclosure nor have there been any changes to the Company's policies.

Current wording

The Company's significant accounting policies are discussed in the Company's Annual Report on Form 10-K for fiscal 2025 and are incorporated herein by reference. The application of certain of these policies requires judgments and estimates that can affect the results of operations and financial position of the Company. Judgments and estimates are used for, but not limited to, valuation of available-for-sale investments, inventory valuation and allowances, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in the quarter or six months ended December 31, 2025 that would require disclosure nor have there been any changes to the Company's policies.

Previous wording

Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, 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 businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods. 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. There was no revenue from partially-owned consolidated subsidiaries in fiscal years 2026 or 2025.

Current wording

Our non-GAAP financial measure of organic revenue represents revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, the impact of businesses held-for-sale, 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 businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods. 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. There was no revenue from partially-owned consolidated subsidiaries in fiscal 2026 or 2025.

Previous wording

The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to the transition to a new CEO, goodwill and long-lived asset impairments, and gains. We also exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains and losses).

Current wording

The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to the transition to a new CEO, goodwill and long-lived asset impairments, and gains. We also exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains and losses). In some cases, these costs may be a result of litigation matters at acquired companies that were not probable, inestimable, or unresolved at the time of acquisition.