UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2023, or

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)


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)

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


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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b- 2). ☐ Yes ☒ No

At February 2, 2024, 157,191,685 shares of the Company's Common Stock (par value $0.01) were outstanding.

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TABLE OF CONTENTS


		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32

Item 4.	Controls and Procedures	32

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33

Item 3.	Defaults Upon Senior Securities	33

Item 4.	Mine Safety Disclosures	33

Item 5.	Other Information	33

Item 6.	Exhibits	34

	SIGNATURES	37

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

Bio-Techne Corporation and Subsidiaries

(in thousands, except per share data)

(unaudited)


	Quarter Ended				Six Months Ended
	December 31,				December 31,
	2023		2022		2023		2022

Net sales	$	272,598	$	271,581	$	549,533	$	541,236
Cost of sales		96,011		88,221		187,755		178,280
Gross margin		176,587		183,360		361,778		362,956

Operating expenses:
Selling, general and administrative		115,667		93,010		220,998		192,386
Research and development		22,916		22,459		46,914		46,362
Total operating expenses		138,583		115,469		267,912		238,748
Operating income		38,004		67,891		93,866		124,208

Other income (expense)		(4,617)		(1,462)		(10,921)		45,938
Earnings before income taxes		33,387		66,429		82,945		170,146
Income taxes (benefit)		5,922		16,424		4,486		30,407
Net earnings, including noncontrolling interest		27,465		50,005		78,459		139,739
Net earnings attributable to noncontrolling interest		—		—		—		179
Net earnings attributable to Bio-Techne	$	27,465	$	50,005	$	78,459	$	139,560
Other comprehensive income (loss):
Foreign currency translation income (loss)		18,025		17,370		6,423		(4,087)
Foreign currency translation reclassified to earnings with Eminence deconsolidation		—		—		—		119
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8		(3,670)		(685)		(4,020)		4,010
Other comprehensive income (loss)		14,355		16,685		2,403		42
Other comprehensive income (loss) attributable to noncontrolling interest		—		—		—		(33)
Other comprehensive income (loss) attributable to Bio-Techne		14,355		16,685		2,403		75
Comprehensive income attributable to Bio-Techne	$	41,820	$	66,690	$	80,862	$	139,635

Earnings per share attributable to Bio-Techne:
Basic	$	0.17	$	0.32	$	0.50	$	0.89
Diluted	$	0.17	$	0.31	$	0.49	$	0.86

Weighted average common shares outstanding:
Basic		157,533		157,011		157,826		156,887
Diluted		160,060		161,750		161,001		161,766

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED BALANCE SHEETS

Bio-Techne Corporation and Subsidiaries

(in thousands, except share and per share data)


	December 31,
	2023		June 30,
	(unaudited)		2023
ASSETS
Current assets:
Cash and cash equivalents	$	130,132	$	180,571
Short-term available-for-sale investments		5,520		23,739
Accounts receivable, less allowance for doubtful accounts of $3,502 and $4,738, respectively		207,451		218,468
Inventories		180,839		171,638
Current assets held-for-sale		26,647		—
Other current assets		40,051		27,066
Total current assets		590,640		621,482

Property and equipment, net		234,204		226,200
Right-of-use assets		100,863		98,326
Goodwill		980,082		872,737
Intangible assets, net		550,605		534,645
Other assets		274,359		285,302
Total assets	$	2,730,753	$	2,638,692
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	31,514	$	25,679
Salaries, wages and related accruals		32,995		36,747
Accrued expenses		17,159		14,880
Contract liabilities		28,427		23,069
Income taxes payable		6,646		12,022
Operating lease liabilities - current		12,672		11,199
Contingent consideration payable		—		3,500
Current liabilities held-for-sale		1,593		—
Other current liabilities		4,225		1,413
Total current liabilities		135,231		128,509

Deferred income taxes		71,575		88,982
Long-term debt obligations		447,000		350,000
Operating lease liabilities		96,027		93,766
Other long-term liabilities		17,361		10,919

Bio-Techne’s Shareholders’ equity:
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding		—		—
Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 157,142,004 and 157,641,914 respectively		1,571		1,576
Additional paid-in capital		764,273		721,543
Retained earnings		1,261,376		1,309,461
Accumulated other comprehensive loss		(63,661)		(66,064)
Total Bio-Techne’s shareholders’ equity		1,963,559		1,966,516
Total liabilities and shareholders’ equity	$	2,730,753	$	2,638,692

See Notes to Condensed Consolidated Financial Statements.

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Bio-Techne Corporation and Subsidiaries

(in thousands)

(unaudited)


	Six Months Ended
	December 31,
	2023		2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings, including noncontrolling interest	$	78,459	$	139,739
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		56,343		53,344
Costs recognized on sale of acquired inventory		364		400
Deferred income taxes		(22,314)		(6,365)
Stock-based compensation expense		22,846		31,205
Fair value adjustment to contingent consideration payable		(3,500)		(8,600)
Gain on sale of CCXI investment		—		(37,176)
Fair value adjustment on available-for-sale investments		(283)		(839)
(Gain) loss on equity method investment		4,295		—
Gain on sale of Eminence		—		(11,682)
Leases, net		1,196		640
Impairment of assets held-for-sale		6,038		—
Other operating activity		256		112
Change in operating assets and operating liabilities, net of acquisition:
Trade accounts and other receivables, net		20,333		11,425
Inventories		(9,577)		(18,362)
Prepaid expenses		(3,149)		(2,005)
Trade accounts payable, accrued expenses, contract liabilities, and other		5,382		(11,541)
Salaries, wages and related accruals		(4,305)		(33,265)
Income taxes payable		(9,885)		13,435
Net cash provided by (used in) operating activities		142,499		120,465

CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of available-for-sale investments		23,759		26,509
Purchases of available-for-sale investments		(5,526)		(20,500)
Proceeds from sale of CCXI investment		—		73,219
Additions to property and equipment		(28,456)		(15,665)
Acquisitions, net of cash acquired		(169,707)		(101,184)
Distributions from (Investments in) Wilson Wolf		2,149		—
Proceeds from sale of Eminence		—		17,824
Net cash provided by (used in) investing activities		(177,781)		(19,797)

CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends		(25,213)		(25,106)
Proceeds from stock option exercises		19,670		16,977
Re-purchases of common stock		(80,042)		(19,562)
Borrowings under line-of-credit agreement		225,000		449,661
Repayments of long-term debt		(128,000)		(505,661)
Taxes paid on RSUs and net share settlements		(21,302)		(17,853)
Other financing activity		—		(2,457)
Net cash provided by (used in) financing activities		(9,887)		(104,001)

Effect of exchange rate changes on cash and cash equivalents		(5,270)		(4,552)
Net change in cash and cash equivalents		(50,439)		(7,885)
Cash and cash equivalents at beginning of period		180,571		172,567
Cash and cash equivalents at end of period	$	130,132	$	164,682

Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	37,645	$	26,411
Cash paid for interest	$	8,586	$	5,619

See Notes to Condensed Consolidated Financial Statements.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Bio-Techne Corporation and Subsidiaries

(unaudited)

Note 1. Basis of Presentation and Summary of Significant Accounting Policies:

The interim consolidated financial statements of Bio-Techne Corporation and subsidiaries, (the Company) presented here have been prepared by the Company and are unaudited. They have been prepared in accordance with accounting principles generally accepted in the United States of America and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These interim unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, 2023, included in the Company's Annual Report on Form 10-K for fiscal 2023. A summary of significant accounting policies followed by the Company is detailed in the Company's Annual Report on Form 10-K for fiscal 2023. The Company follows these policies in preparation of the interim unaudited Condensed Consolidated Financial Statements.

During the quarter ended December 31, 2023, the Company operated under two operating segments, Protein Sciences and Diagnostics and Genomics. 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 2023.

Partially-owned consolidated subsidiary: On September 1, 2022, the Company completed the sale of its equity shares of Changzhou Eminence Biotechnology Co., Ltd. (Eminence) for approximately $17.8 million to a third party. Eminence was considered a variable-interest entity that was fully consolidated in our financial statements. Prior to the sale, Eminence had revenue of $2.0 million for the first fiscal quarter of 2023 within our Protein Sciences segment. As a result of the sale of the business, the Company recorded a gain of $11.7 million within the Other income (expense) line in the Condensed Consolidated Statement of Earnings.

Investments: In December 2021, the Company paid $25 million to enter into a two-part forward contract which requires the Company to make an initial ownership investment followed by purchase of full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or annual earnings before interest, taxes, depreciation, and amortization (EBITDA) thresholds are met. Wilson Wolf is a leading manufacturer of cell culture devices, including the G-Rex product line. The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $92 million in annual revenue or $55 million in EBITDA at any point prior to December 31, 2027. During the quarter ended March 31, 2023, the Company determined that Wilson Wolf had met the EBITDA target. On March 31, 2023, 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, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $226 million in annual revenue or $136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to pay approximately $1 billion plus potential consideration for revenue in excess of the revenue milestone.

The investment in Wilson Wolf is accounted for as an equity method investment under ASC 323. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows. There was $1.9 million and $4.3 million of loss for the quarter and six months ended December 31, 2023, respectively, recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. The Company’s total investment of $250 million is included within Other long-term assets on the Consolidated Balance Sheet.

Restructuring actions: Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such actions. Employee-related severance charges are based upon distributed employment policies and substantive severance plans. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated actions. Asset-related

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and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets and other exit costs. Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action.

Fiscal Year 2024 Restructuring Actions:

In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency. These actions impacted approximately 4% of our global workforce. The Company is expecting to incur costs related to these actions through the first half of fiscal 2025, which will be recorded when specified criteria are met.

As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale, including $1.4 million of goodwill allocated to the disposal group on a relative fair value basis. As a result of an impairment test performed over the disposal group, an impairment charge of $6.0 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Condensed Consolidated Statements of Earnings for the three and six months ended December 31, 2023. As of December 31, 2023, the assets remaining within the disposal group primarily include inventory of $11.3 million, property and equipment of $5.6 million, intangibles of $14.3 million, and current liabilities of $1.6 million. These assets are actively marketed and we believe their sale will be completed within the next 12 months. The held-for-sale assets and liabilities are recorded in Current assets held-for-sale and Current liabilities held-for-sale in our Condensed Consolidated Balance sheet as of December 31, 2023.

The restructuring and restructuring-related charges, including the impairment of assets held-for-sale, for periods presented were recorded in the Condensed Consolidated Statements of Earnings as follows (in thousands):


	Quarter Ended		Six Months Ended
	December 31,		December 31,
	2023		2023

Cost of sales	$	1,174	$	1,174
Selling, general and administrative⁽¹⁾		10,250		10,250
Total	$	11,424	$	11,424

⁽¹⁾Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs.

Restructuring and restructuring-related costs by segment are as follows (in thousands):


		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	2,950	$	472	$	6,038	$	9,460
Diagnostics and Genomics		739		—		—		739
Corporate		1,193		32		—		1,225
Total	$	4,882	$	504	$	6,038	$	11,424

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying balance sheet. Other amounts reported as restructuring and restructuring-related costs in the accompanying statements of income have been summarized in the notes to the table (in thousands):


		Employee		Asset-related		Impairment of
		severance⁽¹⁾		and other⁽²⁾		assets held-for-sale		Total
Expense incurred in the second quarter of 2024	$	4,882	$	504	$	6,038	$	11,424
Cash payments		(1,257)		(177)		—		(1,434)
Non-cash adjustments		—		(191)		(6,038)		(6,229)
Accrued restructuring actions balance as of December 31, 2023	$	3,625	$	136	$	—	$	3,761

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⁽¹⁾Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or sale of certain distribution and manufacturing sites.

⁽²⁾Primarily relates to impairment of right-of-use assets, lease termination fees, consulting fees, and expenses for changes to supporting IT systems that are enabling the Company to complete the restructuring initiatives.

Fiscal Year 2023 Restructuring Actions:

QT Holdings Corporation (Quad)

In August 2022, the Company informed employees of our decision to close our QT Holdings Corporation (Quad) facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring activities, a pre-tax charge of $2.2 million was recorded within our Protein Sciences segment. The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands):


	Employee		Asset
	severance		impairment and other		Total
Selling, general and administrative	$	1,328	$	842	$	2,170


	Employee		Asset
	severance		impairment and other		Total
Expense incurred in the first quarter of 2023	$	1,328	$	842	$	2,170
Cash payments		(1,233)		(772)		(2,005)
Adjustments		(95)		(70)		(165)
Accrued restructuring actions balances as of June 30, 2023	$	—	$	—	$	—

Protein Sciences Realignment

In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to high growth areas of the business. Additional actions were taken in June 2023 primarily related to the sales organization. The actions impacted a limited number of employees and are expected to be completed in the fourth quarter of fiscal 2024. As a result of the realignment, a pre-tax charge of $1.7 million related to employee severance was recorded in the Selling, general and administrative line of operating income within our Protein Sciences segment during the year ended June 30, 2023. Adjustments in fiscal year 2024 relate to the refinement of employee severance payouts. Additional pre-tax charges for the quarter and six months ended December 31, 2023 were approximately $0.13 million and $0.22 million, respectively. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands):


	Employee
	severance
Expense incurred in fiscal year 2023	$	1,677
Fiscal year 2023 cash payments		(762)
Fiscal year 2023 adjustments		(18)
Accrued restructuring actions balances as of June 30, 2023	$	897
Fiscal year 2024 cash payments		(923)
Fiscal year 2024 adjustments⁽¹⁾		221
Accrued restructuring actions balances as of December 31, 2023⁽²⁾	$	195

⁽¹⁾Fiscal year 2024 adjustments relate to the refinement of the accrual recorded in fiscal year 2023.

⁽²⁾The remaining balance as of December 31, 2023 relates to employee severance that is paid out over a one-year period.

Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted in the quarter ended December 31, 2023. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2023.

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Note 2. Revenue Recognition:

Consumables revenues consist of specialized proteins, immunoassays, antibodies, reagents, blood chemistry and blood gas quality controls, and hematology instrument controls that are typically single-use products recognized at a point in time following the transfer of control of such products to the customer, which generally occurs upon shipment. Instruments revenues typically consist of longer-lived assets that, for the substantial majority of sales, are recognized at a point in time in a manner similar to consumables. Service revenues consist of extended warranty contracts, post contract support, and custom development projects that are recognized over time as either the customers receive and consume the benefits of such services simultaneously or the underlying asset being developed has no alternative use for the Company at contract inception and the Company has an enforceable right to payment for the portion of the performance completed. Service revenues also include laboratory services recognized at point in time.

We recognize royalty revenues in the period the sales occur using third party evidence. The Company elected the "right to invoice" practical expedient based on the Company's right to invoice a customer at an amount that approximates the value to the customer and the performance completed to date.

The Company elected the exemption to not disclose the unfulfilled performance obligations for contracts with an original length of one year or less and the exemption to exclude future performance obligations that are accounted under the sales-based or usage-based royalty guidance. The Company’s unfulfilled performance obligations for contracts with an original length greater than one year were not material as of December 31, 2023.

Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract’s transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts’ inception.

Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both.

Contract assets include revenues recognized in advance of billings. Contract assets are included within Other current assets in the accompanying balance sheet as the amount of time expected to lapse until the Company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of December 31, 2023 are not material.

Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of December 31, 2023 and June 30, 2023 were approximately $30.1 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the quarter and six month period ended December 31, 2023 were approximately $7.1 million and $18.8 million, respectively. Contract liabilities in excess of one year are included in Other long-term liabilities on the Consolidated Balance Sheet.

Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.

Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized.

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The following tables present our disaggregated revenue for the periods presented.

Revenue by type is as follows (in thousands):


	Quarter Ended				Six Months Ended
	December 31,				December 31,
	2023		2022		2023		2022
Consumables	$	211,126	$	217,330	$	435,673	$	433,760
Instruments		29,825		32,301		54,685		58,759
Services		24,129		15,852		45,583		37,297
Total product and services revenue, net	$	265,080	$	265,483	$	535,941	$	529,816
Royalty revenues		7,518		6,098		13,592		11,420
Total revenues, net	$	272,598	$	271,581	$	549,533	$	541,236

Revenue by geography is as follows (in thousands):

c
	Quarter Ended				Six Months Ended
	December 31,				December 31,
	2023		2022		2023		2022

United States	$	147,793	$	149,005	$	306,898	$	304,436
EMEA, excluding United Kingdom		62,538		54,523		117,334		100,544
United Kingdom		10,675		10,872		23,126		22,574
APAC, excluding Greater China		19,042		17,968		36,392		35,433
Greater China		24,459		30,326		49,944		61,847
Rest of World		8,091		8,887		15,839		16,402
Net Sales	$	272,598	$	271,581	$	549,533	$	541,236

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Note 3. Selected Balance Sheet Data:

Inventories:

Inventories consist of (in thousands):


	December 31,		June 30,
	2023		2023

Raw materials	$	83,247	$	84,551
Finished goods⁽¹⁾		102,907		92,474
Inventories, net	$	186,154	$	177,025

⁽¹⁾Finished goods inventory of $5,315 and $5,387 included within Other long-term assets in the respective December 31, 2023 and June 30, 2023, Consolidated Balance Sheet. The inventory is included in long-term assets as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.

Property and Equipment:

Property and equipment consist of (in thousands):


	December 31,		June 30,
	2023		2023
Land	$	8,180	$	9,100
Buildings and improvements		243,640		245,302
Machinery and equipment		199,533		190,019
Construction in progress		28,065		15,491
Property and equipment, cost		479,418		459,912
Accumulated depreciation and amortization		(245,214)		(233,712)
Property and equipment, net	$	234,204	$	226,200

Intangible Assets:

Intangible assets consist of (in thousands):


	December 31,		June 30,
	2023		2023

Developed technology	$	657,192	$	616,311
Trade names		152,206		146,945
Customer relationships		211,733		213,878
Patents		4,080		3,815
Other intangibles		11,865		11,566
Definite-lived intangible assets		1,037,076		992,515
Accumulated amortization		(509,171)		(480,570)
Definite-lived intangibles assets, net		527,905		511,945
In process research and development		22,700		22,700
Total intangible assets, net	$	550,605	$	534,645

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Changes to the carrying amount of net intangible assets for the period ended December 31, 2023 consist of (in thousands):



Beginning balance	$	534,645
Acquisitions		66,400
Other additions		556
Held-for-sale intangibles⁽¹⁾		(14,323)
Amortization expense		(40,383)
Currency translation		3,710
Ending balance	$	550,605

⁽¹⁾Refer to Note 1 for further detail on held-for-sale intangibles.

The estimated future amortization expense for intangible assets as of December 31, 2023 is as follows (in thousands):


Remainder 2024	$	39,332
2025		75,553
2026		71,575
2027		61,394
2028		57,733
Thereafter		222,318
Total	$	527,905

Goodwill:

Changes to the carrying amount of goodwill for the period ended December 31, 2023 consist of (in thousands):


			Diagnostics and
	Protein Sciences		Genomics		Total
June 30, 2023	$	427,027	$	445,710	$	872,737
Acquisitions		—		102,546		102,546
Held-for-sale goodwill⁽¹⁾		(1,400)		—		(1,400)
Currency translation		318		5,881		6,199
December 31, 2023	$	425,945	$	554,137	$	980,082

⁽¹⁾Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale.

We evaluate the carrying value of goodwill in the fourth quarter of each fiscal year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. The Company performed a qualitative goodwill impairment assessment for all of its reporting units during the fourth quarter of fiscal 2023. No indicators of impairment were identified as part of our assessment.

Other Assets:

Other assets consist of (in thousands):


	December 31,		June 30,
	2023		2023

Investment in Wilson Wolf	$	249,730	$	255,857
Derivative instruments		11,589		16,857
Long-term inventory		5,315		5,387
Other		7,725		7,201
Other assets	$	274,359	$	285,302

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Note 4. Acquisitions:

We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included in our Consolidated Statements of Earnings and Comprehensive Income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred.

Fiscal year 2024 Acquisitions

Lunaphore Technologies SA.

On July 7, 2023, the Company acquired all of the ownership interests of Lunaphore Technologies SA (“Lunaphore”) for $169.7 million, in a cash-free, debt-free acquisition. Lunaphore is a leading developer of fully automated spatial biology solutions. The Lunaphore acquisition adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research markets. The transaction was accounted for in accordance with ASC 805, Business Combinations. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Diagnostics and Genomics operating segment in the first quarter of fiscal year 2024.

The allocation of purchase consideration related to Lunaphore is considered preliminary with provisional amounts primarily related to intangible assets, certain tax-related amounts, and goodwill. The Company expects to finalize the allocation of purchase price within the one-year measurement-period following the acquisition. Net sales of this business included in Bio-Techne's consolidated results of operations for the quarter and six month period ended December 31, 2023 were $3.4 million and $5.5 million, respectively. Operating loss of this business included in Bio-Techne's consolidated results of operations for the quarter and six month period ended December 31, 2023 was $6.9 million and $14.2 million, respectively.

The preliminary estimated fair values of the assets acquired and liabilities assumed as of December 31, 2023 are as follows (in thousands):



	Preliminary allocation at December 31, 2023
Current assets	$	12,155
Equipment and other long-term assets		1,470
Intangible assets:
Developed technologies		60,300
Tradenames		4,900
Customer relationships		1,200
Goodwill		102,546
Total assets acquired		182,571

Liabilities		7,096
Deferred income taxes, net		5,768
Net assets acquired	$	169,707

Cash paid		169,707
Net assets acquired	$	169,707

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Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's preliminary assessment. The purchase price allocated to developed technology and customer relationships was based on management’s preliminary forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The purchase price allocated to trade names was based on management's preliminary forecasted cash inflows and outflows and using a relief from royalty method. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 14 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 8 years. The amount recorded for trade names is being amortized with the expense reflected in selling, general and administrative expenses in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The amortization period for trade names ranges from 4 years to 8 years. The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is not deductible for income tax purposes, offset by the deferred tax asset for the preliminary calculation of acquired net operating losses.

Note 5. Fair Value Measurements:

The Company’s financial instruments include cash and cash equivalents, available-for-sale investments, derivative instruments, accounts receivable, accounts payable, contingent consideration obligations, and long-term debt.

Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances.

The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.

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The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands).

Total

carrying

value as of

Fair Value Measurements Using

Balance Sheet Location

December 31,

Inputs Considered as

2023

Level 1

Level 2

Level 3