BIO-TECHNE Corp
For the period ended Sep 30, 2024. Filed Nov 5, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 5, 2024
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-03-31; filed 2024-05-06.
0001558370-24-006803
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-05.
0001558370-24-014439
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 78 previous paragraphs and 78 current paragraphs.
36 unchanged; 26 reworded; 14 added; 16 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
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 report
During the quarter ended September 30, 2024, the Company operated under two operating segments, Protein Sciences and Diagnostics and Spatial Biology (formerly Diagnostics and Genomics). The name change is intended to better reflect the focus and scope of our offerings. The manner in which we operate our business and review discrete financial information did not change. Segment information presented herein reflects the updated name of the operating segment. The operating segments the Company operated under were consistent with the Company's operating segments disclosed in the Company's Annual Report on Form 10-K for fiscal 2024.
Current report
Consolidated net sales increased 5% for the quarter ended September 30, 2024 compared to the same prior year period. Organic growth for the quarter ended September 30, 2024 was 4% compared to the prior year, with foreign currency exchange impacting sales by approximately 1%. A business held-for-sale did not have a material impact.
Current report
Consolidated net earnings decreased to $33.6 million for the quarter ended September 30, 2024 as compared to $51.0 million in the same prior year period.
Current report
Consolidated net sales for the quarter ended September 30, 2024 were $289.5 million, an increase of 5% compared to the same prior year period. Organic growth for the quarter ended September 30, 2024 was 4% compared to the prior year, with foreign currency exchange impacting sales by approximately 1%. A business held-for-sale did not have a material impact. Organic growth for the quarter ended September 30, 2024 was primarily driven by broad based performance of our Diagnostics and Spatial Biology portfolio as well as strong growth in our GMP reagent offerings within our Protein Sciences segment.
Current report
2)Adjusted gross margin percentage excludes both $2,303 of revenue and $558 of gross margin for a business that has met the held-for-sale criteria since December 31, 2023.
Current report
Research and development expenses decreased 1% to $23.9 million for the quarter ended September 30, 2024 from the same prior year period. The decrease in expense was due to cost management initiatives.
Current report
The operating margin was 39.4% for the quarter ended September 30, 2024 compared to 43.2% in the comparative prior year period. The segment’s operating margin was unfavorably impacted by product mix and re-instatement of incentive compensation accruals.
Current report
Diagnostics and Spatial Biology (formerly Diagnostics and Genomics)
Current report
Diagnostics and Spatial Biology's net sales for the quarter ended September 30, 2024 was $83.2 million, with reported growth of 14% compared to the same respective prior year period. Organic revenue growth was 14% for the first quarter of fiscal 2025, with foreign currency exchange having an immaterial impact.
Current report
During the fiscal quarter of 2025, the Company invested $15.0 million into Spear Bio. There was no comparable activity in the first quarter of 2024.
Current report
The Company received tax distributions of $1.4 million and $2.1 million from its equity method investee during the first quarter of 2025 and 2024, respectively.
Current report
During the first fiscal quarter of 2024, the Company paid $166.4 million to acquire Lunaphore. In the second fiscal quarter of 2024, an additional payment of $3.3 million was paid to the Lunaphore shareholders upon the finalization of the net working capital, which resulted in a total purchase price of $169.7 million during fiscal 2024. There was no comparable activity in the first fiscal quarter of 2025.
Current report
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.
Removed paragraphs (16)
Previous report
The Company’s key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development. As a Company, we are integrating consideration of greenhouse gas emissions and other environmental variables into our key business strategies. The Company also strives to innovate and improve all aspects of Bio-Techne’s operations, including reducing the environmental impacts of our manufacturing operations. As described in our Corporate Sustainability report, the Company is currently focused on establishing a baseline for emissions so that we can develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials.
Previous report
Consolidated net sales increased 3% and 2% for the quarter and nine months ended March 31, 2024, respectively, compared to the same prior year periods. Organic revenue for the quarter ended March 31, 2024 increased 2% compared to the prior year with acquisitions contributing 1% impact. Foreign currency exchange and a business held-for-sale did not have a material impact. Organic revenue for the nine months ended March 31, 2024 remained flat compared to the same prior year period with acquisitions and foreign currency exchange each having a favorable impact of 1%. A business held-for-sale did not have a material impact.
Previous report
Consolidated net earnings attributable to Bio-Techne decreased to $49.1 million for the quarter ended March 31, 2024 as compared to $70.2 million for the quarter ended March 31, 2023. The decrease in net earnings attributable to Bio-Techne is primarily due to the acquisition of Lunaphore, CEO transition and restructuring charges, and unfavorable volume within Protein Sciences. Consolidated net earnings attributable to Bio-Techne decreased to $127.5 million for the nine months ended March 31, 2024 as compared to $209.8 million for the nine months ended March 31, 2023. Prior year net earnings attributable to Bio-Techne was favorably impacted by a non-recurring gain of $37.2 million on the sale of our ChemoCentryx investment and a non-recurring gain of $11.7 million on the sale of our Eminence investment.
Previous report
Consolidated net sales for the quarter ended March 31, 2024 increased 3% at $303.4 million compared to the same prior year period. Consolidated net sales for the nine months ended March 31, 2024 were $853.0 million, an increase of 2% from the same prior year period. Organic revenue for the quarter ended March 31, 2024 increased 2% compared to the prior year with acquisitions contributing 1%. Foreign currency exchange and a business held-for-sale did not have a material impact. Organic revenue for the nine months ended March 31, 2024 remained flat compared to the prior year same period with acquisitions and foreign currency exchange each having a favorable impact of 1%. A business held-for-sale did not have a material impact. Organic revenue for the quarter and nine months ended March 31, 2024 was primarily driven by higher sales within the Diagnostics & Genomics segment, partially offset by lower sales from customers in China and Europe within the Protein Sciences segment.
Previous report
(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party in the first fiscal quarter of 2023.
Previous report
Selling, general and administrative expenses increased 13% to $111.8 million and increased 14% to $332.8 million for the quarter and nine months ended March 31, 2024, respectively, from the same prior year periods. The increase in expense for the quarter and nine months ended March 31, 2024 was primarily due to the Lunaphore acquisition, CEO transition costs, and restructuring-related charges. The nine months ended March 31, 2024 was also impacted by an impairment of assets held-for-sale.
Previous report
The operating margin was 44.2% and 42.6% for the quarter and nine months ended March 31, 2024, respectively, compared to 45.1% and 44.1% in both comparative prior year periods. The segment’s operating margin was impacted by unfavorable volume leverage and product mix.
Previous report
Diagnostics and Genomics
Previous report
Diagnostics and Genomics' net sales for the quarter and nine months ended March 31, 2024 were $87.5 million and $235.7 million, respectively, with increased net sales of 16% and 10% compared to the same respective prior year periods. Organic growth for the segment for the quarter ended March 31, 2024 was 10% from the prior year, with acquisitions contributing 6% and foreign currency exchange not having a material impact. Organic growth for the nine months ended March 31, 2024 was 5% compared to the prior year, with acquisitions contributing 5% and foreign currency exchange not having a material impact. Segment results were driven by Spatial Biology and Molecular Diagnostics products, as well as the Lunaphore acquisition.
Previous report
(1)Includes the quarterly results of the partially-owned consolidated subsidiary prior to the sale of this partially-owned consolidated subsidiary to a third party.
Previous report
During the first fiscal quarter of 2024, the Company acquired Lunaphore Technologies SA for $169.7 million, compared to the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, in the comparative prior year period.
Previous report
During the nine months ended March 31, 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no comparable transactions in the nine months ended March 31, 2024.
Previous report
During the nine months ended March 31, 2024 and March 31, 2023, purchase of available-for-sale investments was $5.5 million and $20.5 million, respectively.
Previous report
During the first fiscal quarter of 2024, the Company received a $2.1 million tax distribution from Wilson Wolf, its equity method investee. In the comparative prior period, the Company made its first option payment of $232 million to purchase 19.9% ownership in Wilson Wolf.
Previous report
There were $80.0 million of share repurchases during the nine months ended March 31, 2024 included as a cash outflow within financing activities. During the nine months ended March 31, 2023, the Company repurchased $19.6 million in share repurchases included as a cash outflow within financing activities.
Previous report
The decrease in other financing activity during the nine months ended March 31, 2024 compared to the nine months ended March 31, 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first quarter of fiscal 2023. There were no such payments during the nine months ended March 31, 2024.
Reworded paragraphs (26)
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. 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.
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. 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.
Previous wording
Consistent with the prior year, we have operated with two segments – our Protein Sciences segment and our Diagnostics and Genomics segment – during the third quarter of fiscal 2024. 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 Genomics segment develops and provides spatial biology products, including advanced tissue-based in-situ hybridization assays (ISH) and instrumentation for research and clinical use. This segment also 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, including the ExoDx®Prostate (IntelliScore) test (EPI) for prostate cancer diagnosis.
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 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, including the ExoDx®Prostate (IntelliScore) test (EPI) for prostate cancer diagnosis. This segment also manufactures and sells advanced tissue-based in-situ hybridization assays (ISH) for research and clinical use.
Previous wording
A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. On July 7, 2023, the Company completed the acquisition of Lunaphore Technologies SA (Lunaphore) for $169.7 million in a cash-free, debt-free acquisition. The Lunaphore acquisition adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research markets. Refer to Note 4 for additional disclosure regarding the Company's recent acquisitions.
Current wording
A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. The Company did not make any acquisitions during the first quarter of fiscal 2025.
Previous wording
Consolidated gross margins for the quarter and nine months ended March 31, 2024 were 67.4% and 66.4% respectively, compared to 68.7% and 67.6% for the same prior year periods. Under purchase accounting, inventory is valued at fair value less expected selling and marketing costs, resulting in reduced margins in future periods as the inventory is sold. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock compensation expense, restructuring and restructuring-related expenses, impact of partially-owned consolidated subsidiaries, and the impact of a business held-for-sale, adjusted gross margins for the quarter and nine months ended March 31, 2024 were 71.9% and 71.0%, respectively compared to 72.6% and 71.8% for the quarter and nine months ended March 31, 2023, respectively. Both consolidated gross margins and non-GAAP adjusted gross margins for the quarter and nine months ended March 31, 2024 were impacted by unfavorable volume and the acquisition of Lunaphore.
Current wording
Consolidated gross margin for the quarter ended September 30, 2024 was 63.2% compared to 66.9% for the same prior year period. Under purchase accounting, inventory is valued at fair value less expected selling and marketing costs, resulting in reduced margins in future periods as the inventory is sold. Excluding the impact of costs recognized upon the sale of acquired inventory, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, and the impact of a business held-for-sale, adjusted gross margin for the quarter ended September 30, 2024 was 69.5% compared to 71.3% for the quarter ended September 30, 2023. 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 as well as future acquisitions.
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, the impact of partially-owned consolidated subsidiaries, and the impact of a business held-for-sale included in cost of sales, is as follows:
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
(2)Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.
Current wording
1)Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.
Previous wording
Research and development expenses increased 13% to $25.8 million and increased 5% to $72.7 million for the quarter and nine months ended March 31, 2024, respectively, from the same prior year periods. The increase in expense was due to the acquisition of Lunaphore and timing of strategic growth investments.
Current wording
Selling, general and administrative expenses increased 13% to $119.2 million for the quarter ended September 30, 2024 from the same prior year period. The increase in expense was due to restructuring and restructuring-related charges.
Previous wording
Protein Sciences’ net sales for the quarter and nine months ended March 31, 2024 were $214.6 million and $616.9 million, respectively, with results decreasing 2% and 1%, 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 third quarter fiscal operating results. The exclusion of current period sales related to this business held-for-sale reduced sales by 1%. Organic revenue for the segment declined 1% and foreign currency exchange did not have a material impact for the quarter ended March 31, 2024. Organic growth for the segment declined 1% for the nine months ended March 31, 2024. The held-for-sale business and foreign currency exchange did not have a material impact. Segment revenue was impacted by lower sales from customers in China and Europe.
Current wording
Protein Sciences’ net sales for the quarter ended September 30, 2024 was $204.5 million, which remained flat 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 2025 operating results. The exclusion of first quarter fiscal 2025 sales related to this held-for-sale business reduced sales by 1%. Organic growth for the segment was 1%, with foreign currency exchange having an immaterial impact.
Previous wording
The operating margin for the segment was 9.3% and 5.6% for the quarter and nine months ended March 31, 2024, respectively, compared to 15.2% and 13.3% in both comparative prior year periods. The segment’s operating margin was unfavorably impacted due to the acquisition of Lunaphore.
Current wording
The operating margin for the segment was 5.1% for the quarter ended September 30, 2024 compared to 0.7% in the comparative prior year period. The segment’s operating margin was favorably impacted due to volume leverage and productivity initiatives, partially offset by re-instatement of incentive compensation accruals.
Previous wording
Income taxes were at an effective rate of 19.7% and 11.5% of consolidated earnings for the quarter and nine month period ended March 31, 2024, respectively, compared to 12.4% and 16.1% for the same respective prior year periods. The change in the Company’s tax rate for the quarter and nine months ended March 31, 2024 was driven by the composition and amount of net income across periods and the impact of discrete tax benefits of $1.8 million and $16.6 million, respectively, compared to prior year discrete tax benefits of $5.7 million and $8.9 million as further discussed in Note 12.
Current wording
Income taxes were at an effective rate of 16.4% of consolidated earnings for the quarter ended September 30, 2024, compared to (2.9)% for the same respective prior year period. The change in the Company’s tax rate for the quarter ended September 30, 2024 was driven by a mix of net income and timing of discrete items.
Previous wording
The forecasted tax rate as of the third fiscal quarter of 2024 before discrete items is 23.0% compared to the prior year forecasted tax rate before discrete items of 20.6%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal 2024 to range from 23% to 27%.
Current wording
The forecasted tax rate as of the first fiscal quarter of 2025 before discrete items is 23.6% compared to the prior year forecasted tax rate before discrete items of 24.5%. Excluding the impact of discrete items, the Company expects the consolidated income tax rate for the remainder of fiscal 2025 to range from 23% to 27%.
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 quarter and nine months ended March 31, 2024 and March 31, 2023.
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 ended September 30, 2024 and September 30, 2023.
Previous wording
Cash and cash equivalents and available-for-sale investments were $145.3 million as of March 31, 2024, compared to $204.3 million as of June 30, 2023. Included in the available-for-sale-investments as March 31, 2024 is $5.4 million of short-term certificates of deposit. Included in the available-for-sale investments as of June 30, 2023 was the fair value of the Company’s investment in exchange traded investment grade bond funds of $23.7 million. During the first fiscal quarter of 2024, the Company sold its investment in exchange traded investment grade bond funds.
Current wording
Cash and cash equivalents and available-for-sale investments were $187.5 million as of September 30, 2024, compared to $152.9 million as of June 30, 2024. Included in the available-for-sale-investments as of June 30, 2024 were certificates of deposit that have maturity dates within one year of $1.1 million. During the first fiscal quarter of 2025, the certificates of deposit reached maturity. The Company had no available-for-sale investments as of September 30, 2024.
Previous wording
The Company has a line-of-credit governed by a Credit Agreement dated August 31, 2022 that will mature on August 1, 2027. This Credit Agreement amended and restated the Company’s previous credit agreement that was entered into on August 1, 2018 and would have matured on August 1, 2023. As of March 31, 2024, there is $611 million available on the line-of-credit. See Note 6 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 September 30, 2024, there is $700 million available on the line-of-credit. See Note 6 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 the third fiscal quarter of 2023, Wilson Wolf met the required threshold for the first part of the forward contract. A payment of $232 million was made during the third fiscal quarter of 2023. The Company is currently forecasting the second option payment of approximately $1 billion plus potential contingent consideration to occur between fiscal 2026 and fiscal 2028.
Current 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, 2024, 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 $223.5 million from operating activities in the nine months ended March 31, 2024 compared to $171.0 million in the nine months ended March 31, 2023. The increase from the prior year was primarily due to favorable timing of payments on certain operating assets and liabilities.
Current wording
The Company generated cash of $63.9 million from operating activities in the first quarter of fiscal 2025 compared to $59.4 million in the first quarter of fiscal 2024. The increase from the prior year was primarily due to changes in the timing of cash payments on certain operating assets and liabilities.
Previous wording
Capital expenditures for fixed assets for the nine months ended March 31, 2024 and March 31, 2023 were $44.9 million and $27.4 million, respectively. Capital expenditures for the remainder of fiscal 2024 are expected to be approximately $16 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal 2024 are related to increasing capacity to meet expected sales growth across the Company.
Current wording
Capital expenditures for fixed assets for the first quarter of fiscal 2025 and 2024 were $9.2 million and $13.6 million, respectively. Capital expenditures for the remainder of fiscal 2025 are expected to be approximately $32 million. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities. Expected additions in fiscal 2025 are related to increasing capacity to meet expected sales growth across the Company.
Previous wording
During the first fiscal quarter of 2024, the Company sold itsexchange traded investment grade bond funds for $23.8 million. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. The Company also sold certificates of deposit for $29.2 million during the nine months ended March 31, 2023.
Current wording
During the first fiscal quarter of 2025, certificates of deposit reached maturity for $1.1 million. In the first quarter of 2024, the Company sold its exchange traded investment grade bond funds $23.8 million.
Previous wording
During the nine months ended March 31, 2024 and March 31, 2023, the Company paid cash dividends of $37.8 million and $37.7 million, respectively, to all common shareholders. On May 1, 2024, the Company announced the payment of an $0.08 per share cash dividend, or approximately $12.6 million, will be payable May 24, 2024, to all common shareholders of record on May 13, 2024.
Current wording
During the first quarter of fiscal 2025 and 2024, the Company paid cash dividends of $12.7 million and $12.7 million, respectively, to all common shareholders. On October 30, 2024, the Company announced the payment of a $0.08 per share cash dividend, or approximately $12.7 million, will be payable November 22, 2024 to all common shareholders of record on November 11, 2024.
Previous wording
Cash of $38.0 million and $21.4 million was received during the nine months ended March 31, 2024 and March 31, 2023, respectively, from the exercise of stock options.
Current wording
Cash of $25.1 million and $14.4 million was received during the first quarter of fiscal 2025 and 2024, respectively, from the exercise of stock options.
Previous wording
During the nine months ended March 31, 2024 and March 31, 2023, the Company made repayments of $186.0 million and $505.7 million, respectively, on its long-term debt balance. The Company drew $225.0 million and $619.7 million under its revolving line-of-credit facility during the nine months ended March 31, 2024 and March 31, 2023, respectively.
Current wording
During the first quarter of fiscal 2025 and 2024, the Company made repayments of $19.0 million and $70.0 million, respectively, on its long-term debt balance. The Company drew $160.0 million under its revolving line-of-credit facility during the first quarter of fiscal 2024. There was no comparable activity in the first quarter of fiscal 2025.
Previous wording
During the nine months ended March 31, 2024 and March 31, 2023, the Company paid $21.5 million and $28.9 million related to taxes on restricted stock units and stock options exercised through net share settlements classified as financing activities.
Current wording
During the first quarter of fiscal 2025 and 2024, the Company received $5.0 million and $20.2 million related to taxes paid on restricted stock, restricted stock units and stock options exercised through a net share settlement 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 2023 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 nine months ended March 31, 2024 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 2024 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, 2024 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 for the quarter ended March 31, 2024 due to the sale of Changzhou Eminence Biotechnology Co., Ltd. (Eminence) in the first quarter of fiscal 2023. Revenue from partially-owned consolidated subsidiaries was $2.0 million for the nine months ended March 31, 2023.
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 year 2024 or fiscal year 2025.
Previous wording
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, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, restructuring and restructuring-related costs, 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. Costs related to restructuring and restructuring-related activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. 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 as well as revenue and expense attributable to businesses held-for-sale in the calculation of our non-GAAP financial measures.
Current wording
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, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, restructuring and restructuring-related costs. 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 other non-recurring items including gains or losses on 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. Costs related to restructuring and restructuring-related activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating
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, gain and losses from investments, as they are not part of our day-to-day operating decisions (excluding our equity method investment in Wilson Wolf as it is certain to be acquired in the future), certain adjustments to income tax expense, and other non-recurring items including certain costs related to the transition to a new CEO. Additionally, gains and losses from investments that are either isolated or cannot be expected to occur again with any predictability are excluded. 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.
Current wording
The Company’s non-GAAP adjusted net earnings, in total and on a per share basis, also excludes gain and losses from investments, as they are not part of our day-to-day operating decisions (excluding our equity method investment in Wilson Wolf as it is certain to be acquired in the future) and certain adjustments to income tax expense. Additionally, gains and losses from investments that are either isolated or cannot be expected to occur again with any predictability are excluded. 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.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
(1)Since December 31, 2023, the Company has a business that has met the held-for-sale criteria.
Current report — wording carried from elsewhere
costs. 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 as well as revenue and expense attributable to businesses held-for-sale in the calculation of our non-GAAP financial measures.