Quarterly report [Sections 13 or 15(d)]

Restructuring

v3.25.4
Restructuring
6 Months Ended
Dec. 31, 2025
Notes to Financial Statements  
Restructuring

Note 13. Restructuring:

Fiscal 2025 Restructuring Actions:

During the fourth quarter of fiscal 2025, management engaged in a series of restructuring activities to optimize components of our global manufacturing processes. These activities included adjusting manufacturing locations and protocols of certain products to better align with geographical and customer demand. The Company is expecting to incur costs related to these actions through fiscal 2027, which will be recorded when specified criteria are met.

As part of these actions, certain assets and liabilities associated with the Exosome Diagnostics business were classified as held-for-sale, including $4.5 million of goodwill allocated on a relative fair value basis at June 30, 2025. As a result of an impairment test performed during fiscal 2025, a cumulative impairment charge of $83.1 million was recorded. During the quarter ended September 30, 2025, the Company entered into an agreement with a buyer to purchase the Exosome Diagnostics business for approximately $15.0 million, with approximately $6.8 million in stock received at closing. Additionally, we recognized a recovery of assets held-for-sale of $6.8 million during the quarter ended September 30, 2025 recorded within Selling, general, and administrative on the Condensed Consolidated Statements of Earnings. As part of the agreement, the Company and the buyer entered into a promissory note that will mature in September 2029 that requires the buyer to pay four annual installments of $2.5 million, of which up to $5.0 million is payable in the stock of the buyer, MDxHealth. As of December 31, 2025, the fair value of the note receivable was approximately $9.0 million and is included within Other current assets and Other assets on the Condensed Consolidated Balance Sheets.

The restructuring and restructuring-related charges for periods presented were recorded in the Condensed Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):

Quarter Ended

Six Months Ended

December 31,

December 31,

2025

2025

Cost of sales

$

1,472

$

2,954

Selling, general and administrative(1)

1,824

467

Total

$

3,296

$

3,421

(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):

Quarter ended December 31, 2025

Employee

Asset-related

Recovery

severance

and other

of assets held-for-sale

Total

Protein Sciences

$

182

$

2,713

$

$

2,895

Diagnostics and Spatial Biology

Corporate

96

305

401

Total

$

278

$

3,018

$

$

3,296

Six months ended December 31, 2025

Employee

Asset-related

Recovery

severance

and other

of assets held-for-sale

Total

Protein Sciences

$

1,818

$

4,285

$

$

6,103

Diagnostics and Spatial Biology

2,966

(6,789)

(3,823)

Corporate

836

305

1,141

Total

$

5,620

$

4,590

$

(6,789)

$

3,421

The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Accrued expenses in the accompanying Condensed Consolidated Balance Sheets. Other amounts reported as restructuring and restructuring-related costs in the accompanying Condensed Consolidated Statements of Income and Comprehensive Income have been summarized in the notes to the table (in thousands):

Impairment (Recovery)

Employee

Asset

of assets

  ​ ​ ​

severance(1)

  ​ ​ ​

impairment and other(2)

held-for-sale

  ​ ​ ​

Total

Expense incurred in the fourth quarter of 2025

$

1,041

$

11,531

$

83,059

$

95,631

Cash payments

Non-cash adjustments

(11,471)

(83,059)

(94,530)

Accrued restructuring actions balance as of June 30, 2025

$

1,041

$

60

$

$

1,101

Expense incurred in fiscal 2026

$

5,620

$

4,590

$

(6,789)

$

3,421

Cash payments

(5,890)

(4,455)

(10,345)

Non-cash adjustments

6,789

6,789

Accrued restructuring actions balance as of December 31, 2025

$

771

$

195

$

$

966

(1) Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages.

(2) Primarily relates to impairment of inventory and equipment.

In the first quarter of fiscal 2025, the Company announced enterprise-wide restructuring focused on recovering operating margins and optimizing our manufacturing footprint. The Company is expecting to incur costs related to these actions through fiscal 2026, which will be recorded when specified criteria are met. The restructuring and restructuring-related charges for periods presented were recorded in the Condensed Consolidated Statements of Earnings and Comprehensive Income as follows (in thousands):

Quarter Ended

Six Months Ended

December 31, 

December 31, 

2025

2024

2025

2024

Cost of sales

$

442

$

2,691

$

1,039

$

7,589

Selling, general and administrative(1)

273

5,644

Total

$

442

$

2,964

$

1,039

$

13,233

(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):

Quarter ended December 31,

2025

2024

Employee

Asset-related

Employee

Asset-related

severance

and other

Total

severance

and other

Total

Protein Sciences

$

278

$

164

$

442

$

39

$

2,755

$

2,794

Diagnostics and Spatial Biology

(19)

(19)

Corporate

185

4

189

Total

$

278

$

164

$

442

$

205

$

2,759

$

2,964

Six months ended December 31,

2025

2024

Employee

Asset-related

Employee

Asset-related

severance

and other

Total

severance

and other

Total

Protein Sciences

$

698

$

341

$

1,039

$

2,313

$

10,172

$

12,485

Diagnostics and Spatial Biology

425

425

Corporate

319

4

323

Total

$

698

$

341

$

1,039

$

3,057

$

10,176

$

13,233

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

Employee

Asset

  ​ ​ ​

severance(1)

  ​ ​ ​

impairment and other(2)

  ​ ​ ​

Total

Expense incurred in the first quarter of 2025

$

2,852

$

7,417

$

10,269

Incremental expense incurred in remainder of 2025

593

3,555

4,148

Cash payments

(2,223)

(1,131)

(3,354)

Non-cash adjustments

$

$

(9,841)

$

(9,841)

Accrued restructuring actions balance as of June 30, 2025

$

1,222

$

$

1,222

Incremental expense incurred in fiscal 2026

698

341

1,039

Cash payments

(1,385)

(341)

(1,726)

Accrued restructuring actions balance as of December 31, 2025

$

535

$

$

535

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

(2) Primarily relates to impairment of intangibles and inventory as a result of the closure and relocation of certain manufacturing sites.