10-Q

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 March 31, 2024, 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 May 1, 2024, 157,584,637 shares of the Company's Common Stock (par value $0.01) were outstanding.

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	27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	36
Item 4.	Controls and Procedures	37
PART II: OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3.	Defaults Upon Senior Securities	38
Item 4.	Mine Safety Disclosures	38
Item 5.	Other Information	38
Item 6.	Exhibits	39
	SIGNATURES	42

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				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Net sales	$	303,428	$	294,146	$	852,961	$	835,382
Cost of sales		98,829		91,984		286,584		270,265
Gross margin		204,599		202,162		566,377		565,117
Operating expenses:
Selling, general and administrative		111,840		99,238		332,839		291,624
Research and development		25,761		22,713		72,675		69,074
Total operating expenses		137,601		121,951		405,514		360,698
Operating income		66,998		80,211		160,863		204,419
Other income (expense)		(5,914)		(15)		(16,835)		45,924
Earnings before income taxes		61,084		80,196		144,028		250,343
Income taxes		12,025		9,978		16,511		40,385
Net earnings, including noncontrolling interest		49,059		70,218		127,517		209,958
Net earnings attributable to noncontrolling interest		—		—		—		179
Net earnings attributable to Bio-Techne	$	49,059	$	70,218	$	127,517	$	209,779
Other comprehensive income (loss):
Foreign currency translation income (loss)		(11,981)		3,282		(5,558)		(805)
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		335		(1,708)		(3,685)		2,302
Other comprehensive income (loss)		(11,646)		1,574		(9,243)		1,616
Other comprehensive income (loss) attributable to noncontrolling interest		—		—		—		(33)
Other comprehensive income (loss) attributable to Bio-Techne		(11,646)		1,574		(9,243)		1,649
Comprehensive income attributable to Bio-Techne	$	37,413	$	71,792	$	118,274	$	211,428
Earnings per share attributable to Bio-Techne:
Basic	$	0.31	$	0.45	$	0.81	$	1.34
Diluted	$	0.31	$	0.43	$	0.79	$	1.30
Weighted average common shares outstanding:
Basic		157,309		157,311		157,655		157,071
Diluted		160,496		161,615		160,817		161,768

See Notes to Condensed Consolidated Financial Statements.

1

CONDENSED CONSOLIDATED BALANCE SHEETS

Bio-Techne Corporation and Subsidiaries

(in thousands, except share and per share data)

	March 31,
	2024		June 30,
	(unaudited)		2023
ASSETS
Current assets:
Cash and cash equivalents	$	139,915	$	180,571
Short-term available-for-sale investments		5,397		23,739
Accounts receivable, less allowance for doubtful accounts of $3,293 and $4,738, respectively		227,887		218,468
Inventories		179,496		171,638
Current assets held-for-sale		26,669		—
Other current assets		31,286		27,066
Total current assets		610,650		621,482
Property and equipment, net		243,728		226,200
Right-of-use assets		97,258		98,326
Goodwill		970,966		872,737
Intangible assets, net		526,428		534,645
Other assets		272,140		285,302
Total assets	$	2,721,170	$	2,638,692
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	28,895	$	25,679
Salaries, wages and related accruals		44,313		36,747
Accrued expenses		17,806		14,880
Contract liabilities		30,108		23,069
Income taxes payable		12,082		12,022
Operating lease liabilities - current		12,978		11,199
Contingent consideration payable		—		3,500
Current liabilities held-for-sale		689		—
Other current liabilities		2,949		1,413
Total current liabilities		149,820		128,509
Deferred income taxes		63,666		88,982
Long-term debt obligations		389,000		350,000
Operating lease liabilities		92,752		93,766
Other long-term liabilities		11,557		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 157,554,366 and 157,641,914 respectively		1,576		1,576
Additional paid-in capital		790,418		721,543
Retained earnings		1,297,688		1,309,461
Accumulated other comprehensive loss		(75,307)		(66,064)
Total Bio-Techne’s shareholders’ equity		2,014,375		1,966,516
Total liabilities and shareholders’ equity	$	2,721,170	$	2,638,692

See Notes to Condensed Consolidated Financial Statements.

2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Bio-Techne Corporation and Subsidiaries

(in thousands)

(unaudited)

	Nine Months Ended
	March 31,
	2024		2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings, including noncontrolling interest	$	127,517	$	209,958
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		83,654		80,315
Costs recognized on sale of acquired inventory		550		400
Deferred income taxes		(29,896)		(22,651)
Stock-based compensation expense		30,979		41,315
Fair value adjustment to contingent consideration payable		(3,500)		(10,350)
Gain on sale of CCXI investment		—		(37,176)
Fair value adjustment on available-for-sale investments		(283)		(1,153)
(Gain) loss on equity method investment		6,042		—
Gain on sale of Eminence		—		(11,682)
Leases, net		1,832		1,434
Impairment of assets held-for-sale		6,038		—
Other operating activity		422		296
Change in operating assets and operating liabilities, net of acquisition:
Trade accounts and other receivables, net		(2,611)		(20,775)
Inventories		(9,599)		(28,816)
Prepaid expenses		(1,983)		(5,557)
Trade accounts payable, accrued expenses, contract liabilities, and other		7,160		(5,647)
Salaries, wages and related accruals		7,163		(22,759)
Income taxes payable		0		3,848
Net cash provided by (used in) operating activities		223,485		171,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of available-for-sale investments		23,759		29,161
Purchases of available-for-sale investments		(5,526)		(20,500)
Proceeds from sale of CCXI investment		—		73,219
Additions to property and equipment		(44,897)		(27,413)
Acquisitions, net of cash acquired		(169,707)		(101,184)
Distributions from (Investments in) Wilson Wolf		2,149		(232,000)
Proceeds from sale of Eminence		—		17,824
Net cash provided by (used in) investing activities		(194,222)		(260,893)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends		(37,792)		(37,688)
Proceeds from stock option exercises		38,001		21,399
Re-purchases of common stock		(80,042)		(19,562)
Borrowings under line-of-credit agreement		225,000		619,661
Repayments of long-term debt		(186,000)		(505,661)
Taxes paid on RSUs and net share settlements		(21,470)		(28,854)
Other financing activity		—		(2,457)
Net cash provided by (used in) financing activities		(62,303)		46,838
Effect of exchange rate changes on cash and cash equivalents		(7,616)		(2,230)
Net change in cash and cash equivalents		(40,656)		(45,285)
Cash and cash equivalents at beginning of period		180,571		172,567
Cash and cash equivalents at end of period	$	139,915	$	127,282
Supplemental disclosure of cash flow information:
Cash paid for income taxes	$	44,846	$	62,583
Cash paid for interest	$	12,393	$	5,773

See Notes to Condensed Consolidated Financial Statements.

3

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 March 31, 2024, 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.

4

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 $1.7 million and $6.0 million of loss for the quarter and nine months ended March 31, 2024, respectively, recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. There was not material income or loss during the quarter and nine months ended March 31, 2023. The Company’s total investment of $248 million is included within Other long-term assets on the Consolidated Balance Sheet as of March 31, 2024. There was $256 million included within Other long-term assets on the Consolidated Balance Sheet as of June 30, 2023.

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 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 as of December 31, 2023, 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 in the second quarter of fiscal 2024, 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 nine months ended March 31, 2024. As of March 31, 2024, the assets remaining within the disposal group primarily include inventory of $11.2 million, property and equipment of $5.6 million, intangibles of $14.3 million, and current liabilities of $0.7 million. These assets are actively marketed and we believe their sale will be completed within 12 months of the held-for-sale classification date. 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 March 31, 2024.

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		Nine Months Ended
	March 31,		March 31,
	2024		2024
Cost of sales	$	647	$	1,821
Selling, general and administrative(1)		903		11,153
Total	$	1,550	$	12,974

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

5

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

	Three months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	28	$	914	$	—	$	942
Diagnostics and Genomics		265		90		—		355
Corporate		117		136		—		253
Total	$	410	$	1,140	$	—	$	1,550

	Nine months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	2,978	$	1,386	$	6,038	$	10,402
Diagnostics and Genomics		1,004		90		—		1,094
Corporate		1,310		168		—		1,478
Total	$	5,292	$	1,644	$	6,038	$	12,974

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
Incremental expense incurred in the third quarter of 2024		133		1,140		—		1,273
Cash payments		(2,806)		(433)		—		(3,239)
Non-cash adjustments		—		(843)		—		(843)
Adjustments(3)		277		—		—		277
Accrued restructuring actions balance as of March 31, 2024	$	1,229	$	—	$	—	$	1,229

⁽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.

⁽³⁾ Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024.

6

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 nine months ended March 31, 2024 were approximately $0.22 million. There were no additional charges in the quarter ended March 31, 2024. 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		(1,006)
Fiscal year 2024 adjustments(1)		221
Accrued restructuring actions balances as of March 31, 2024(2)	$	112

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

⁽²⁾ The remaining balance as of March 31, 2024 relates to employee severance that is paid out over a one-year period.

7

Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted in the quarter ended March 31, 2024. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2023.

Relevant New Standards Issued Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

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 March 31, 2024.

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.

8

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 March 31, 2024 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 March 31, 2024 and June 30, 2023 were approximately $32.0 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the quarter and nine month period ended March 31, 2024 were approximately $3.2 million and $19.5 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.

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

Revenue by type is as follows (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Consumables	$	246,732	$	240,659	$	682,405	$	674,419
Instruments		26,493		25,449		81,178		84,208
Services		25,501		23,312		71,084		60,609
Total product and services revenue, net	$	298,726	$	289,420	$	834,667	$	819,236
Royalty revenues		4,702		4,726		18,294		16,146
Total revenues, net	$	303,428	$	294,146	$	852,961	$	835,382

9

Revenue by geography is as follows (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
United States	$	173,315	$	163,197	$	480,213	$	467,633
EMEA, excluding United Kingdom		60,533		59,702		177,866		160,246
United Kingdom		15,122		13,811		38,249		36,385
APAC, excluding Greater China		18,253		20,159		54,645		55,592
Greater China		25,598		26,256		75,542		88,103
Rest of World		10,607		11,021		26,446		27,423
Net sales	$	303,428	$	294,146	$	852,961	$	835,382

Note 3. Selected Balance Sheet Data:

Inventories:

Inventories consist of (in thousands):

	March 31,		June 30,
	2024		2023
Raw materials	$	80,524	$	84,551
Finished goods(1)		104,376		92,474
Inventories, net	$	184,900	$	177,025

⁽¹⁾ Finished goods inventory of $5,404 and $5,387 included within Other long-term assets in the respective March 31, 2024 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):

	March 31,		June 30,
	2024		2023
Land	$	8,159	$	9,100
Buildings and improvements		243,567		245,302
Machinery and equipment		209,252		190,019
Construction in progress		34,649		15,491
Property and equipment, cost		495,627		459,912
Accumulated depreciation and amortization		(251,899)		(233,712)
Property and equipment, net	$	243,728	$	226,200

10

Intangible Assets:

Intangible assets consist of (in thousands):

	March 31,		June 30,
	2024		2023
Developed technology	$	652,788	$	616,311
Trade names		151,631		146,945
Customer relationships		211,354		213,878
Patents		4,149		3,815
Other intangibles		11,872		11,566
Definite-lived intangible assets		1,031,794		992,515
Accumulated amortization		(528,066)		(480,570)
Definite-lived intangibles assets, net		503,728		511,945
In process research and development		22,700		22,700
Total intangible assets, net	$	526,428	$	534,645

Changes to the carrying amount of net intangible assets for the period ended March 31, 2024 consist of (in thousands):

Beginning balance	$	534,645
Acquisitions		66,400
Other additions		619
Held-for-sale intangibles(1)		(14,323)
Amortization expense		(60,056)
Currency translation		(857)
Ending balance	$	526,428

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

The estimated future amortization expense for intangible assets as of March 31, 2024 is as follows (in thousands):

Remainder 2024	$	19,525
2025		75,156
2026		71,191
2027		61,027
2028		57,380
Thereafter		219,449
Total	$	503,728

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Goodwill:

Changes to the carrying amount of goodwill for the period ended March 31, 2024 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		(1,526)		(1,391)		(2,917)
March 31, 2024	$	424,101	$	546,865	$	970,966

⁽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):

	March 31,		June 30,
	2024		2023
Equity method investment in Wilson Wolf	$	247,984	$	255,857
Derivative instruments		12,028		16,857
Long-term inventory		5,404		5,387
Other		6,724		7,201
Other assets	$	272,140	$	285,302

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.

12

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 nine month period ended March 31, 2024 were $4.4 million and $9.9 million, respectively. Operating loss of this business included in Bio-Techne's consolidated results of operations for the quarter and nine month period ended March 31, 2024 was $6.8 million and $21.0 million, respectively.

The preliminary estimated fair values of the assets acquired and liabilities assumed as of March 31, 2024 are as follows (in thousands):

	Preliminary allocation at March 31, 2024
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

13

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.

14

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	March 31,		Inputs Considered as
		2024		Level 1		Level 2		Level 3
Assets
Certificates of deposit(1)	Short-term available-for-sale investments	$	5,397	$	5,397	$	—	$	—
Derivatives designated as hedging instruments - cash flow hedges	Other assets		12,028		—		12,028		—
Total assets		$	17,425	$	5,397	$	12,028	$	—
Liabilities
Derivatives designated as hedging instruments - net investment hedge	Other long-term liabilities	$	680	$	—	$	680	$	—
Total liabilities		$	680	$	—	$	680	$	—

		Total
		carrying
		value as of		Fair Value Measurements Using
	Balance Sheet Location	June 30,		Inputs Considered as
		2023		Level 1		Level 2		Level 3
Assets
Exchange traded securities(2)	Short-term available-for-sale investments	$	23,739	$	23,739	$	—	$	—
Derivative instruments - cash flow hedges	Other assets		16,857		—		16,857		—
Total assets		$	40,596	$	23,739	$	16,857	$	—
Liabilities
Contingent consideration	Contingent consideration payable	$	3,500	$	—	$	—	$	3,500
Total liabilities		$	3,500	$	—	$	—	$	3,500

(1) The certificates of deposit have contractual maturity dates within one year.

(2) During the quarter ended September 30 2023, the Company sold all of its outstanding shares of its exchange traded investment grade bond funds that it held at June 30, 2023. The cost basis and fair value of the Company’s exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively.

15

Fair value measurements of available-for-sale securities

Our available-for-sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets.

Fair value measurements of derivative instruments

The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.

The following table presents the contractual amounts of the Company's outstanding instruments (in millions):

		March 31,		June 30,
Instruments	Designation	2024		2023
Forward starting swaps(1)	Cash flow hedge	$	300	$	300
Cross-currency swap(2)	Net investment hedge		150		—

⁽¹⁾ In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. In March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $100 million of notional principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025.

⁽²⁾ In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity.

The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses within our Consolidated Financial Statements for the three and nine months ended March 31, 2024 and 2023 were as follows (in thousands):

	(Gain) Loss Recognized in Accumulated Other Comprehensive Loss
	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Cash flow hedges
Forward starting swaps	$	1,626	$	3,105	$	9,582	$	(431)
Net investment hedges
Cross-currency swap		(4,914)		—		2,329		—
Total	$	(3,288)	$	3,105	$	11,911	$	(431)

16

	(Gain) Loss Reclassified into Income
	Quarter Ended				Nine Months Ended
	March 31,				March 31,				Location of (Gain) Loss
	2024		2023		2024		2023		in Income Statement
Cash flow hedges
Forward starting swaps	$	(2,570)	$	(1,826)	$	(7,729)	$	(2,445)	Interest expense
Net investment hedges
Cross-currency swap		(837)		—		(2,372)		—	Interest expense
Total	$	(3,407)	$	(1,826)	$	(10,101)	$	(2,445)

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8.

Fair value measurements of contingent consideration

The Company does not have outstanding contingent consideration as of March 31, 2024 as the Asuragen and Namocell acquisitions did not meet their respective revenue milestones as of December 31, 2023.

The Asuragen contingent agreement required the Company to make contingent consideration payments of up to $105.0 million if certain revenue thresholds were achieved by December 31, 2023. The opening balance sheet fair value of the liabilities was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Asuragen was $2.0 million as of June 30, 2023.

The Namocell contingent agreement required the Company to make contingent consideration payments of up to $25.0 million if certain revenue thresholds were achieved by December 31, 2023. The opening balance sheet fair value of the liabilities was $10.6 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Namocell was $1.5 million as of June 30, 2023.

This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in selling, general and administrative expense.

17

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):

	Quarter Ended		Nine Months Ended
	March 31,		March 31,
	2024		2024
Fair value at the beginning of period	$	—	$	3,500
Change in fair value of contingent consideration		—		(3,500)
Payments		—		—
Fair value at the end of period	$	—	$	—

The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.

Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.

Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the Consolidated Balance Sheets approximate fair value because of the short-term nature of these items.

Long-term debt – The carrying amounts reported in the Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.

Note 6. Debt and Other Financing Arrangements:

On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 12.5 basis points.

The Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of March 31, 2024, the outstanding balance under the Credit Agreement was $389.0 million.

Note 7. Leases:

As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company recognizes operating lease expense on a straight-line basis over the lease term. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is Bio-Techne’s incremental borrowing rate or, if available, the rate implicit in the lease. Bio-Techne determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. During the nine months ended March 31, 2024, the Company recognized $3.8 million in variable lease expense and $13.7 million relating to fixed lease expense in the Condensed Consolidated Statements of Earnings and Comprehensive Income.

18

The following table summarizes the balance sheet classification of the Company’s operating leases and amounts of right-of-use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases (in thousands):

			As of
			March 31,
	Balance Sheet Classification		2024
Operating leases:
Operating lease right-of-use assets		Right-of-use asset	$	97,258
Current operating lease liabilities		Operating lease liabilities - current	$	12,978
Noncurrent operating lease liabilities		Operating lease liabilities		92,752
Total operating lease liabilities			$	105,730
Weighted average remaining lease term (in years):				8.66
Weighted average discount rate (%):				4.20

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained in exchange for new operating lease liabilities for the nine months ended March 31, 2024 (in thousands):

	Nine months ended
	March 31,
	2024
Cash amounts paid on operating lease liabilities	$	12,352
Right-of-use assets obtained in exchange for lease liabilities	$	10,255

The following table summarizes the fair value of the lease liability by payment date for the Company’s operating leases by fiscal year (in thousands):

	March 31, 2024
	Operating
	Leases
Remainder 2024	$	4,160
2025		16,532
2026		16,646
2027		13,780
2028		13,673
Thereafter		62,951
Total	$	127,742
Less: Amounts representing interest		22,012
Total lease obligations	$	105,730

Certain leases include one or more options to renew, with terms that extend the lease term up to five years. Bio-Techne includes the option to renew the lease as part of the right-of-use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, Bio-Techne is not reasonably certain to exercise such options.

19

Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss):

Supplemental Equity

The Company has declared cash dividends per share of $0.08 and $0.24 in the three and nine months ended March 31, 2024 and 2023, respectively.

Consolidated Changes in Equity (amounts in thousands):

	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Income(Loss)		Total
Balances at June 30, 2023	157,642	$	1,576	$	721,543	$	1,309,461	$	(66,064)	$	1,966,516
Net earnings							50,993				50,993
Other comprehensive income (loss)									(11,952)		(11,952)
Common stock issued for exercise of options	633		6		12,877		(15,460)				(2,577)
Common stock issued for restricted stock awards	47		1		0		(4,768)				(4,767)
Cash dividends							(12,654)				(12,654)
Stock-based compensation expense					9,981						9,981
Common stock issued to employee stock purchase plan	33		1		2,093						2,094
Employee stock purchase plan expense					112						112
Balances at September 30, 2023	158,355	$	1,584	$	746,606	$	1,327,572	$	(78,016)	$	1,997,746
Net earnings							27,465				27,465
Other comprehensive income (loss)									14,355		14,355
Share repurchases	(1,397)		(14)				(80,028)				(80,042)
Common stock issued for exercise of options	157		1		4,914		(1,074)				3,841
Common stock issued for restricted stock awards	27		0		0						0
Cash dividends							(12,559)				(12,559)
Stock-based compensation expense					12,413						12,413
Employee stock purchase plan expense					340						340
Balances at December 31, 2023	157,142	$	1,571	$	764,273	$	1,261,376	$	(63,661)	$	1,963,559
Net earnings							49,059				49,059
Other comprehensive income (loss)									(11,646)		(11,646)
Common stock issued for exercise of options	372		4		15,761						15,765
Common stock issued for restricted stock awards	4		0		0		(168)				(168)
Cash dividends							(12,579)				(12,579)
Stock-based compensation expense					8,053						8,053
Common stock issued to employee stock purchase plan	36		1		2,251						2,252
Employee stock purchase plan expense					80						80
Balances at March 31, 2024	157,554	$	1,576	$	790,418	$	1,297,688	$	(75,307)	$	2,014,375

20

	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive		Noncontrolling
	Shares	Amount		Capital		Earnings		Income(Loss)		Interest		Total
Balances at June 30, 2022	156,644	$	1,566	$	652,467	$	1,122,937	$	(75,200)	$	(759)	$	1,701,011
Net earnings							89,555				179		89,734
Other comprehensive income (loss)									(16,762)				(16,762)
Reclassification of cumulative translation adjustment for Eminence to non-operating income									152		(33)		119
Elimination of noncontrolling equity interest from sale of Eminence											613		613
Share repurchases	(222)		(2)				(19,560)						(19,562)
Common stock issued for exercise of options	425		5		9,418		(11,428)						(2,005)
Common stock issued for restricted stock awards	45		0		0		(6,427)						(6,427)
Cash dividends							(12,545)						(12,545)
Stock-based compensation expense					14,364								14,364
Common stock issued to employee stock purchase plan	36		0		2,517								2,517
Employee stock purchase plan expense					97								97
Balances at September 30, 2022	156,928	$	1,569	$	678,863	$	1,162,532	$	(91,810)	$	—	$	1,751,154
Net earnings							50,005						50,005
Other comprehensive income (loss)									16,685				16,685
Common stock issued for exercise of options	155		1		5,074								5,075
Common stock issued for restricted stock awards	11		1		1								2
Cash dividends							(12,561)						(12,561)
Stock-based compensation expense					16,413								16,413
Employee stock purchase plan expense					333								333
Balances at December 31, 2022	157,094	$	1,571	$	700,684	$	1,199,976	$	(75,125)	$	—	$	1,827,106
Net earnings							70,218						70,218
Other comprehensive income (loss)									1,574				1,574
Share repurchases													—
Common stock issued for exercise of options	201		2		1,871		(10,733)						(8,860)
Common stock issued for restricted stock awards	6		0		0		(267)						(267)
Cash dividends							(12,582)						(12,582)
Stock-based compensation expense					9,995								9,995
Common stock issued to employee stock purchase plan	38		0		2,389								2,389
Employee stock purchase plan expense					113								113
Balances at March 31, 2023	157,339	$	1,573	$	715,052	$	1,246,612	$	(73,551)	$	—	$	1,889,686

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Accumulated Other Comprehensive Income

The components of other comprehensive income (loss) consist of changes in foreign currency translation adjustments and changes in net unrealized gains (losses) on derivative instruments designated as cash flow hedges. The Company reclassified a $2.6 million and a $1.4 million gain, net of taxes, from accumulated other comprehensive income (loss) to earnings during the three months ended March 31, 2024 and 2023, respectively. The Company reclassified a $7.7 million and a $1.7 million gain, net of taxes, from accumulated other comprehensive income (loss) to earnings during the nine months ended March 31, 2024 and 2023, respectively.

Changes in Accumulated Other Comprehensive Income (Loss) attributable to Bio-Techne by component:

Three months ended March 31, 2024 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of December 31, 2023, net of tax:	$	8,842	$	(72,503)	$	(63,661)
Other comprehensive income (loss), before tax:
Amounts before reclassifications		(1,626)		(12,620)		(14,246)
Amounts reclassified out		2,570		837		3,407
Total other comprehensive income (loss), before tax		944		(11,783)		(10,839)
Tax (expense)/benefit		(609)		(198)		(807)
Total other comprehensive income (loss), net of tax		335		(11,981)		(11,646)
Balance as of March 31, 2024, net of tax	$	9,177	$	(84,484)	$	(75,307)

Three months ended March 31, 2023 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of December 31, 2022, attributable to Bio-Techne, net of tax:	$	12,079	$	(87,204)	$	(75,125)
Other comprehensive income (loss), before tax:
Amounts before reclassifications, attributable to Bio-Techne		(3,105)		3,282		177
Amounts reclassified out		1,826		—		1,826
Total other comprehensive income (loss), before tax		(1,279)		3,282		2,003
Tax (expense)/benefit		(429)		—		(429)
Total other comprehensive income (loss), net of tax		(1,708)		3,282		1,574
Balance as of March 31, 2023, net of tax	$	10,371	$	(83,922)	$	(73,551)

22

Nine months ended March 31, 2024 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2023, net of tax:	$	12,862	$	(78,926)	$	(66,064)
Other comprehensive income (loss), before tax:
Amounts before reclassifications		(9,582)		(7,368)		(16,950)
Amounts reclassified out		7,729		2,372		10,101
Total other comprehensive income (loss), before tax		(1,853)		(4,996)		(6,849)
Tax (expense)/benefit		(1,832)		(562)		(2,394)
Total other comprehensive income (loss), net of tax		(3,685)		(5,558)		(9,243)
Balance as of March 31, 2024, net of tax(1)	$	9,177	$	(84,484)	$	(75,307)

Nine months ended March 31, 2023 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2022, attributable to Bio-Techne, net of tax:	$	8,069	$	(83,269)	$	(75,200)
Other comprehensive income (loss), before tax:
Amounts before reclassifications, attributable to Bio-Techne		431		(805)		(374)
Amounts reclassified out		2,445		152		2,597
Total other comprehensive income (loss), before tax		2,876		(653)		2,223
Tax (expense)/benefit		(574)		—		(574)
Total other comprehensive income (loss), net of tax		2,302		(653)		1,649
Balance as of March 31, 2023, net of tax(1)	$	10,371	$	(83,922)	$	(73,551)

⁽¹⁾ The Company had a net deferred tax liability for its cash flow hedge of $2.9 million and $3.2 million for the nine months ended March 31, 2024 and 2023, respectively,

Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within foreign currency translation adjustments do include impacts from the net investment hedge.

23

Note 9. Earnings Per Share:

The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Earnings per share – basic:
Net earnings, including noncontrolling interest	$	49,059	$	70,218	$	127,517	$	209,958
Less net earnings (loss) attributable to noncontrolling interest		—		—		—		179
Net earnings attributable to Bio-Techne	$	49,059	$	70,218	$	127,517	$	209,779
Income allocated to participating securities		(5)		(16)		(24)		(52)
Income available to common shareholders	$	49,054	$	70,202	$	127,493	$	209,727
Weighted-average shares outstanding – basic		157,309		157,311		157,655		157,071
Earnings per share – basic	$	0.31	$	0.45	$	0.81	$	1.34
Earnings per share – diluted:
Net earnings, including noncontrolling interest	$	49,059	$	70,218	$	127,517	$	209,958
Less net earnings (loss) attributable to noncontrolling interest		—		—		—		179
Net earnings attributable to Bio-Techne	$	49,059	$	70,218	$	127,517	$	209,779
Income allocated to participating securities		(5)		(16)		(24)		(52)
Income available to common shareholders	$	49,054	$	70,202	$	127,493	$	209,727
Weighted-average shares outstanding – basic		157,309		157,311		157,655		157,071
Dilutive effect of stock options and restricted stock units		3,187		4,304		3,162		4,697
Weighted-average common shares outstanding – diluted		160,496		161,615		160,817		161,768
Earnings per share – diluted	$	0.31	$	0.43	$	0.79	$	1.30

The dilutive effect of stock options and restricted stock units in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 4.0 million and 4.5 million for the quarter ended March 31, 2024 and 2023, respectively and 4.0 million and 4.5 million for the nine months ended March 31, 2024 and 2023 respectively.

Note 10. Share-based Compensation:

During the nine months ended March 31, 2024 and 2023, the Company granted 1.0 million and 2.3 million stock options at weighted average grant prices of $80.07 and $93.96 and weighted average fair values of $27.47 and $29.58, respectively. During the nine months ended March 31, 2024 and 2023, the Company granted 353,656 and 90,352 restricted stock units at a weighted average fair value of $78.41 and $93.84, respectively. During the nine months ended March 31, 2024 and 2023, the Company granted 27,196 and 10,816 shares of restricted common stock shares at a weighted average fair value of $56.98 and $73.94.

Stock options for 1,590,362 and 1,271,338 shares of common stock with total intrinsic values of $73.1 million and $74.1 million were exercised during the nine months ended March 31, 2024 and 2023, respectively.

24

Stock-based compensation expense, inclusive of payroll taxes, of $8.1 million and $10.2 million was included in selling, general and administrative expenses for the quarter ended March 31, 2024 and 2023, respectively. Stock-based compensation expenses, inclusive of payroll taxes, of $31.7 million and $41.5 million was included in selling, general, and administrative expenses for the nine months ended March 31, 2024 and 2023, respectively. Additionally, the Company recognized $0.1 million and $0.6 million of stock-based compensation costs in cost of goods sold in the quarter and nine months ended March 31, 2024, respectively, compared to $0.2 million and $0.8 million in cost of goods sold in the comparative prior year periods. As of March 31, 2024, there was $41.2 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock. The weighted average period over which the compensation cost is expected to be recognized is 2.2 years.

In fiscal 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase Plan (ESPP), which was approved by the Company's shareholders on October 30, 2014, and which is designed to comply with IRS provisions governing employee stock purchase plans. 800,000 shares were allocated to the ESPP. The Company recorded expense of $0.1 million for the quarter ended March 31, 2024 and $0.1 million for the quarter ended March 31, 2023. The Company recorded expense of $0.5 million and $0.5 million for the nine months ended March 31, 2024 and 2023, respectively.

Note 11. Other Income / (Expense):

The components of other income (expense) in the accompanying Statement of Earnings and Comprehensive Income are as follows (in thousands):

	Quarter Ended					Nine Months Ended
	March 31,					March 31,
	2024		2023		2024		2023
Interest expense	$	(4,005)	$	(1,367)	$	(13,227)	$	(7,513)
Interest income		712		974		2,418		2,375
Gain (loss) on investment(1)		—		314		283		50,009
Gain (loss) on equity method investment		(1,747)		—		(5,950)		—
Other non-operating income (expense), net		(874)		64		(359)		1,053
Total other income (expense)	$	(5,914)	$	(15)	$	(16,835)	$	45,924

⁽¹⁾ Primarily due to a $0.3 million gain on the sale of our exchange traded investment grade bond funds during the nine months ended March 31, 2024 compared to a $37.2 million gain on the sale of our ChemoCentryx investment and a $11.7 million gain on the sale of Eminence in the nine months ended March 31, 2023.

Note 12. Income Taxes:

The Company’s effective income tax rate for the third quarter of fiscal 2024 and 2023 was 19.7% and 12.4%, respectively, of consolidated earnings before income taxes, inclusive of discrete items, and 11.5% and 16.1% for the first nine months of fiscal 2024 and 2023, respectively. The change in the Company’s tax rate for the quarter and nine months ended March 31, 2024 compared to the quarter and nine months ended March 31, 2023 was driven by discrete tax items.

The Company recognized total net benefits related to discrete tax items of $1.8 million and $16.6 million during the quarter and nine months ended March 31, 2024, respectively, compared to total net benefits of $5.7 million and $8.9 million during the quarter and nine months ended March 31, 2023, respectively. Share-based compensation excess tax benefit contributed $1.9 million and $13.6 million in the quarter and nine months ended March 31, 2024, respectively, compared to $0.4 million and $9.5 million in the quarter and nine months, ended March 31, 2023, respectively. During the quarter and nine months ended March 31, 2024, the Company had total other immaterial discrete tax expense of $0.1 million and an other immaterial discrete tax benefit of $3.0 million, respectively. During the quarter and nine months ended March 31, 2023, the Company had discrete tax benefit of $0.6 million and discrete tax expense of $5.1 million, respectively, related to taxes associated with a planned distribution from our China entity. The Company recognized total other immaterial net discrete tax benefits of $4.7 million and $4.5 million in the quarter and nine months ended March 31, 2023, respectively.

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Note 13. Segment Information:

The Company's management evaluates segment operating performance based on operating income before certain charges to cost of sales and selling, general and administrative expenses, principally associated with the impact of partially-owned consolidated subsidiaries as well as acquisition accounting related to inventory, amortization of acquisition-related intangible assets and other acquisition-related expenses. The Protein Sciences and Diagnostics and Genomics segments both include consumables, instruments, services and royalty revenue.

The following is financial information relating to the Company's reportable segments (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Net sales:
Protein Sciences	$	214,589	$	218,903	$	616,914	$	622,739
Diagnostics and Genomics		87,511		75,669		235,715		213,577
Other revenue(1)		2,093		—		2,093		—
Intersegment		(765)		(426)		(1,761)		(934)
Consolidated net sales	$	303,428	$	294,146	$	852,961	$	835,382
Operating income:
Protein Sciences	$	94,829	$	98,756	$	262,777	$	274,035
Diagnostics and Genomics		8,104		11,464		13,189		28,399
Segment operating income	$	102,933	$	110,220	$	275,966	$	302,434
Costs recognized on sale of acquired inventory		(186)		—		(550)		(400)
Amortization of intangibles		(19,287)		(19,286)		(58,908)		(57,694)
Impact of partially-owned consolidated subsidiaries(2)		—		—		—		647
Acquisition related expenses and other		(3,286)		1,333		(2,173)		9,343
Impairment of assets held-for-sale		—		—		(6,038)		—
Stock based compensation, inclusive of employer taxes		(8,358)		(10,543)		(32,810)		(42,879)
Restructuring and restructuring-related costs		(1,550)		—		(7,157)		(2,950)
Corporate general, selling, and administrative expenses		(3,346)		(1,513)		(7,545)		(4,082)
Impact of business held-for-sale(1)		78		—		78		—
Consolidated operating income	$	66,998	$	80,211	$	160,863	$	204,419

⁽¹⁾ Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.

⁽²⁾ 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.

Note 14. Subsequent Events:

None.

26

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with both the unaudited condensed consolidated financial information and related notes included in this Form 10-Q, and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended June 30, 2023. This discussion contains various “Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” and “Forward-Looking Information and Cautionary Statements” located at the end of Item 2 of this report.

OVERVIEW

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.

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.

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.

27

RECENT ACQUISITIONS

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.

RESULTS OF OPERATIONS

Operational Update

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.

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.

Net Sales

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.

Gross Margins

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.

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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:

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Consolidated gross margin percentage	67.4	%	68.7	%	66.4	%	67.6	%
Identified adjustments:
Costs recognized upon sale of acquired inventory	0.1	%	—	%	0.1	%	0.0	%
Amortization of intangibles	3.8	%	3.8	%	4.1	%	4.1	%
Stock compensation expense	0.0	%	0.1	%	0.1	%	0.1	%
Restructuring and restructuring-related expense	0.2	%	—	%	0.2	%	—	%
Impact of partially-owned consolidated subsidiaries(1)	—	%	—	%	—	%	0.0	%
Impact of business held-for-sale(2)	0.4	%	—	%	0.1	%	—	%
Non-GAAP adjusted gross margin percentage	71.9	%	72.6	%	71.0	%	71.8	%

⁽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.

⁽²⁾Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.

Selling, General and Administrative Expenses

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.

Research and Development Expenses

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.

Segment Results

Protein Sciences

	Quarter Ended						Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023
Net sales (in thousands)	$	214,589		$	218,903		$	616,914		$	622,739
Operating margin percentage		44.2	%		45.1	%		42.6	%		44.1	%

29

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.

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.

Diagnostics and Genomics

	Quarter Ended						Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023
Net sales (in thousands)	$	87,511		$	75,669		$	235,715		$	213,577
Operating margin percentage		9.3	%		15.2	%		5.6	%		13.3	%

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.  

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.

Income Taxes

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.

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%.

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Net Earnings

Non-GAAP adjusted consolidated net earnings are as follows (in thousands):

	Quarter Ended						Nine Months Ended
	March 31,						March 31,
	2024			2023			2024			2023
Net earnings before taxes - GAAP	$	61,084		$	80,196		$	144,028		$	250,343
Identified adjustments attributable to Bio-Techne:
Costs recognized upon sale of acquired inventory		186			—			550			400
Amortization of intangibles		19,287			19,286			58,908			57,694
Amortization of Wilson Wolf intangible assets and acquired inventory		4,208			—			12,623			—
Acquisition related expenses and other		3,432			(1,187)			2,609			(8,670)
Gain on sale of partially-owned consolidated subsidiaries		—			—			—			(11,682)
Stock based compensation, inclusive of employer taxes		8,358			10,543			32,810			42,879
Restructuring and restructuring-related costs		1,550			—			7,157			2,950
Investment (gain) loss and other non-operating		—			(314)			(283)			(38,328)
Impairment of assets held-for-sale		—			—			6,038			—
Impact of partially-owned subsidiaries(1)		—			—			—			(420)
Impact of business held-for-sale(2)		(78)			—			(78)			—
Net earnings before taxes - Adjusted	$	98,027		$	108,524		$	264,362		$	295,166
Non-GAAP tax rate		22.0	%		21.0	%		22.0	%		21.0	%
Non-GAAP tax expense	$	21,602		$	22,790		$	58,181		$	61,985
Non-GAAP adjusted net earnings attributable to Bio-Techne(1)	$	76,425		$	85,734		$	206,181		$	233,181
Earnings per share - diluted - Adjusted	$	0.48		$	0.53		$	1.28		$	1.44

⁽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.

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.

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
GAAP effective tax rate	19.7	%	12.4	%	11.5	%	16.1	%
Discrete items	2.9		7.1		11.5		3.5
Impact of non-taxable net gain	—		—		—		1.0
Annual forecast update	0.4		1.1		—		—
Long-term GAAP tax rate	23.0	%	20.6	%	23.0	%	20.6	%
Rate impact items
Stock based compensation	(2.0)		(1.5)		(2.2)		(2.0)
Other	1.0		1.9		1.2		2.4
Total rate impact items	(1.0)	%	0.4	%	(1.0)	%	0.4	%
Non-GAAP adjusted tax rate	22.0	%	21.0	%	22.0	%	21.0	%

31

The difference between the reported GAAP tax rate and non-GAAP tax rate applied to the identified non-GAAP adjustments for the quarter ended March 31, 2024 is primarily a result of discrete tax items, including the tax benefit of stock option exercises.

LIQUIDITY AND CAPITAL RESOURCES

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.

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.

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.

Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available cash, cash generated from operations, and remaining credit available on its existing revolving line of credit.

Cash Flows From Operating Activities

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.

Cash Flows From Investing Activities

We continue to make investments in our business, including capital expenditures.

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.

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.

32

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.

During the first fiscal quarter of 2024, the Company sold its exchange 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.

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.

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.

Cash Flows From Financing Activities

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.

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.

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.

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.

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.

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.

33

CRITICAL ACCOUNTING POLICIES

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.

NON-GAAP FINANCIAL MEASURES

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operation” in Item 2, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:

●Organic revenue

●Adjusted gross margin

●Adjusted operating margin

●Adjusted net earnings and diluted earnings per share

●Adjusted effective tax rate

We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.

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.

34

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.

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.

The Company periodically reassesses the components of our non-GAAP adjustments for changes in how we evaluate our performance, changes in how we make financial and operational decisions, and considers the use of these measures by our competitors and peers to ensure the adjustments are still relevant and meaningful.

Readers are encouraged to review the reconciliations of the adjusted financial measures used in management's discussion and analysis of the financial condition of the Company to their most directly comparable GAAP financial measures provided within the Company's consolidated financial statements.

35

FORWARD LOOKING INFORMATION AND CAUTIONARY STATEMENTS

This quarterly report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include those regarding the Company's expectations as to the effect of changes to accounting policies, the amount of capital expenditures for the remainder of the fiscal year, the source of funding for capital expenditure requirements, the sufficiency of currently available funds for meeting the Company's needs, the impact of fluctuations in foreign currency exchange rates, and expectations regarding gross margin fluctuations, increasing research and development expenses, increasing selling, general and administrative expenses and income tax rates. These statements involve risks and uncertainties that may affect the actual results of operations. The following important factors, among others, have affected and, in the future, could affect the Company's actual results: integration of newly acquired businesses, the introduction and acceptance of new products, general national and international economic, political, regulatory, and other conditions, increased competition, the reliance on internal manufacturing and related operations, supply chain challenges, the impact of currency exchange rate fluctuations, the recruitment and retention of qualified personnel, the impact of governmental regulation, maintenance of intellectual property rights, credit risk and fluctuation in the market value of the Company's investment portfolio, and unseen delays and expenses related to facility construction and improvements. For additional information concerning such factors, see the Company's Annual Report on Form 10-K for fiscal 2023 as filed with the Securities and Exchange Commission and Part II. Item 1A below.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. For the quarter ended March 31, 2024, approximately 32% of consolidated net sales were made in foreign currencies, including 14% in euros, 4% in British pound sterling, 6% in Chinese yuan, 3% in Canadian dollars, and the remaining 5% in other currencies. The Company is exposed to market risk mainly from foreign exchange rate fluctuations of the euro, British pound sterling, the Chinese yuan, and the Canadian dollar, as compared to the U.S. dollar as the financial position and operating results of the Company's foreign operations are translated into U.S. dollars for consolidation.

Month-end average exchange rates between the British pound sterling, euro, Chinese yuan, Canadian dollar, and Swiss franc which have not been weighted for actual sales volume in the applicable months in the periods, to the U.S. dollar were as follows:

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Euro	$	1.08	$	1.08	$	1.08	$	1.04
British pound sterling		1.27		1.23		1.26		1.19
Chinese yuan		0.14		0.15		0.14		0.14
Canadian dollar		0.74		0.74		0.74		0.75
Swiss franc		1.14		1.08		1.14		1.05

The Company's exposure to foreign exchange rate fluctuations also arises from trade receivables, trade payables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency. The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from March 31, 2024 levels against the euro, British pound sterling, Chinese yuan and Canadian dollar are as follows (in thousands):

Decrease in translation of earnings of foreign subsidiaries (annualized)	$	3,894
Decrease in translation of net assets of foreign subsidiaries		60,565
Additional transaction losses		4,527

36

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

The Company maintains disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)). The Company's management has evaluated, with the participation of its Chief Executive Officer and Chief Financial Officer, the effectiveness of the design and operation of its disclosure controls and procedures as of the end of the period covered in this Quarterly Report on Form 10-Q. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of March 31, 2024, our disclosure controls and procedures were effective.

(b) Changes in internal controls over financial reporting.

There were no changes in the Company's internal control over financial reporting during the third quarter of fiscal 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of May 6, 2024, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's business, results of operations, financial condition or cash flows.

ITEM 1A. RISK FACTORS

During the quarter and nine months ended March 31, 2024, there have been no material changes from the risk factors found in Part I, Item 1A, "Risk Factors," of the Company's Annual Report on Form 10-K for the year ended June 30, 2023.

37

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The Company’s repurchase plan approved by the Board on February 2, 2022, granted management the discretion to mitigate the dilutive effect of stock option exercises. The plan authorizes the Company to purchase up to $400 million in stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal year 2024.

Period	Total Number of Shares Purchased		Average Price Paid per Share	Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 - July 31, 2023	—	$	—	—	$	260,780,968
August 1 - August 31, 2023	—		—	—		260,780,968
September 1 - September 30, 2023	—		—	—		260,780,968
July 1 - September 30, 2023	—		—	—
October 1 - 31, 2023	—		—	—		260,780,968
November 1 - 30, 2023	1,397,471		57.28	1,397,471		180,739,094
December 1 - 31, 2023	—		—	—		180,739,094
October 1 - December 31, 2023	1,397,471		57.28	1,397,471
January 1 - 31, 2024	—		—	—		180,739,094
February 1 - 29, 2024	—		—	—		180,739,094
March 1 - 31, 2024	—		—	—		180,739,094
January 1 - March 31, 2024	—		—	—
July 1, 2023 - March 31, 2024	1,397,471		57.28	1,397,471

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in item 408(a) of Regulation S-K.

38

ITEM 6. EXHIBITS

EXHIBIT INDEX

TO

FORM 10-Q

BIO-TECHNE CORPORATION

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of the Company--incorporated by reference to Exhibit 3.1 of the Company's 8-K dated November 1, 2022*
3.2	Fourth Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated April 27, 2022*
4.1	Description of Capital Stock -- incorporated by reference to Exhibit 4.1 of the Company's Form 10-K dated August 23, 2023*
10.1**	Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company's Form 10-K for the year ended June 30, 2013*
10.2**	Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 26, 2017*
10.3**	Form of Time Vesting Restricted Stock Award Agreement - incorporated by reference to Exhibit 10.3 of the Company's Form 10-K dated August 25, 2021*
10.4**	Form of Performance Vesting Restricted Stock Award Agreement - incorporated by reference to Exhibit 10.4 of the Company's Form 10-K dated August 25, 2021*
10.5**	Form of Time Vesting Restricted Stock Unit Award Agreement - incorporated by reference to Exhibit 10.5 of the Company's Form 10-K dated August 25, 2021*
10.6**	Form of Performance Vesting Restricted Stock Unit Award Agreement - incorporated by reference to Exhibit 10.6 of the Company's Form 10-K dated August 25, 2021*
10.7**	Form of the Time Vesting Performance Unit Award Agreement - incorporated by reference to Exhibit 10.7 of the Company's Form 10-K dated August 25, 2021*
10.8**	Form of Performance Vesting Performance Unit Award Agreement - incorporated by reference to Exhibit 10.8 of the Company's Form 10-K dated August 25, 2021*
10.9**	Form of Time Vesting Incentive Stock Option Agreement - incorporated by reference to Exhibit 10.9 of the Company's Form 10-K dated August 25, 2021*

39

Exhibit Number	Description
10.10**	Form of Performance Vesting Incentive Stock Option Agreement - incorporated by reference to Exhibit 10.10 of the Company's Form 10-K dated August 25, 2021*
10.11**	Form of Employee Non-Qualified Stock Option Agreement - incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated August 25, 2021*
10.12**	Form of Director Non-Qualified Stock Option Agreement for Second Amendment and Restated 2010 Equity Incentive Plan - incorporated by reference to Exhibit 10.2 of the Company's Form 8-K dated October 26, 2017*
10.13**	Employment Agreement by and between the Company and Charles Kummeth - incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated September 7, 2017*
10.14**	Form of Employment Agreement by and between the Company and Executive Officers of the Company other than the CEO --incorporated by reference to Exhibit 10.12 of the Company's Form 10-K dated September 7, 2017*
10.15**	Form of Amendment No. 1 to Executive Employment Agreement – incorporated by reference to Exhibit 10.15 of the Company’s Form 10-Q dated May 11, 2020*
10.16	Amended and Restated Credit Agreement by and among the Company, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August 31, 2022--incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated September 7, 2022*
10.17**	Form of Indemnification Agreement entered into with each director and executive officer of the Company - incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated February 8, 2018*
10.18**	Bio-Techne 2020 Equity Incentive Plan – incorporated by reference to Exhibit 10.1 of the Company’s Form 8-k dated November 3, 2020*
10.20	Form of Director Non-Qualified Stock Option Agreement – incorporated by reference to Exhibit 10.2 of the Company’s Form 8-k dated November 3, 2020*
10.21**	Form of Employee Non-Qualified Stock Option Agreement (Global) – incorporated by reference to Exhibit 10.3 of the Company’s Form 8-k dated November 3, 2020*
10.22**	Form of Performance Vesting Cash Unit Agreement– incorporated by reference to Exhibit 10.4 of the Company’s Form 8-k dated November 3, 2020*
10.23**	Form of Performance Vesting Incentive Stock Option Agreement– incorporated by reference to Exhibit 10.5 of the Company’s Form 8-k dated November 3, 2020*
10.24**	Form of Performance Vesting Restricted Stock Agreement– incorporated by reference to Exhibit 10.6 of the Company’s Form 8-k dated November 3, 2020*
10.25**	Form of Performance Vesting Restricted Stock Unit Agreement– incorporated by reference to Exhibit 10.7 of the Company’s Form 8-k dated November 3, 2020*
10.26**	Form of Time Vesting Incentive Stock Option Agreement– incorporated by reference to Exhibit 10.8 of the Company’s Form 8-k dated November 3, 2020*
10.27**	Form of Time Vesting Cash Unit Agreement– incorporated by reference to Exhibit 10.9 of the Company’s Form 8-k dated November 3, 2020*

40

Exhibit Number	Description
10.28**	Form of Time Vesting Restricted Stock Agreement– incorporated by reference to Exhibit 10.10 of the Company’s Form 8-k dated November 3, 2020*
10.29**	Form of Time Vesting Restricted Stock Unit Agreement (Global) – incorporated by reference to Exhibit 10.11 of the Company’s Form 8-k dated November 3, 2020*
10.30**	Employment Agreement by and between the Company and Kim Kelderman – incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K dated October 19, 2023*
21	Subsidiaries of the Company – incorporated by reference to Exhibit 21 of the Company’s Form 10-K dated August 23, 2023*
31.1	Certificate of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial statements from the Company's Quarterly Report on Form 10-Q for the quarter and nine months ended March 31, 2024, formatted in Inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*     Incorporated by reference; SEC File No. 000-17272

**   Management contract or compensatory plan or arrangement

41

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BIO-TECHNE CORPORATION
	(Company)
Date: May 6, 2024	/s/ Kim Kelderman
	Kim Kelderman
	President and Chief Executive Officer
Date: May 6, 2024	/s/ James Hippel
	James Hippel
	Executive Vice President, Chief Financial Officer

42

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Kim Kelderman, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Bio-Techne Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2024

/s/ Kim Kelderman

Kim Kelderman

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, James Hippel, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Bio-Techne Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4.The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2024

/s/ James Hippel

James Hippel

Executive Vice President, Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bio-Techne Corporation (the “Company”) On Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Kim Kelderman, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Kim Kelderman

Kim Kelderman

President and Chief Executive Officer

May 6, 2024

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Bio-Techne Corporation (the “Company”) On Form 10-Q for the quarter ended March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James Hippel, Executive Vice President, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James Hippel

James Hippel

Executive Vice President, Chief Financial Officer

May 6, 2024

XML

Document And Entity Information - shares	9 Months Ended
	Mar. 31, 2024	May 01, 2024
Cover
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	0-17272
Entity Registrant Name	BIO-TECHNE Corp
Entity Incorporation, State or Country Code	MN
Entity Tax Identification Number	41-1427402
Entity Address, Address Line One	614 McKinley Place N.E.
Entity Address, City or Town	Minneapolis
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	55413
City Area Code	612
Local Phone Number	379-8854
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	TECH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		157,584,637
Entity Central Index Key	0000842023
Current Fiscal Year End Date	--06-30
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Amendment Flag	false

XML

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME
Net sales	$ 303,428	$ 294,146	$ 852,961	$ 835,382
Cost of sales	98,829	91,984	286,584	270,265
Gross margin	204,599	202,162	566,377	565,117
Operating expenses:
Selling, general and administrative	111,840	99,238	332,839	291,624
Research and development	25,761	22,713	72,675	69,074
Total operating expenses	137,601	121,951	405,514	360,698
Operating income	66,998	80,211	160,863	204,419
Other income (expense)	(5,914)	(15)	(16,835)	45,924
Earnings before income taxes	61,084	80,196	144,028	250,343
Income taxes	12,025	9,978	16,511	40,385
Net earnings, including noncontrolling interest	49,059	70,218	127,517	209,958
Net earnings attributable to noncontrolling interest	0	0	0	179
Net earnings attributable to Bio-Techne	49,059	70,218	127,517	209,779
Other comprehensive income (loss):
Foreign currency translation income (loss)	(11,981)	3,282	(5,558)	(805)
Foreign currency translation reclassified to earnings with Eminence deconsolidation	0	0	0	119
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8	335	(1,708)	(3,685)	2,302
Other comprehensive income (loss)	(11,646)	1,574	(9,243)	1,616
Other comprehensive income (loss) attributable to noncontrolling interest	0	0	0	(33)
Other comprehensive income (loss) attributable to Bio-Techne	(11,646)	1,574	(9,243)	1,649
Comprehensive income attributable to Bio-Techne	$ 37,413	$ 71,792	$ 118,274	$ 211,428
Earnings per share attributable to Bio-Techne:
Basic (in dollars per share)	$ 0.31	$ 0.45	$ 0.81	$ 1.34
Diluted (in dollars per share)	$ 0.31	$ 0.43	$ 0.79	$ 1.30
Weighted average common shares outstanding:
Basic (in shares)	157,309	157,311	157,655	157,071
Diluted (in shares)	160,496	161,615	160,817	161,768

XML

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Current assets:
Cash and cash equivalents	$ 139,915	$ 180,571
Short-term available-for-sale investments	5,397	23,739
Accounts receivable, less allowance for doubtful accounts of $3,293 and $4,738, respectively	227,887	218,468
Inventories	179,496	171,638
Current assets held-for-sale	26,669	0
Other current assets	31,286	27,066
Total current assets	610,650	621,482
Property and equipment, net	243,728	226,200
Right-of-use assets	97,258	98,326
Goodwill	970,966	872,737
Intangible assets, net	526,428	534,645
Other assets	272,140	285,302
Total assets	2,721,170	2,638,692
Current liabilities:
Trade accounts payable	28,895	25,679
Salaries, wages and related accruals	44,313	36,747
Accrued expenses	17,806	14,880
Contract liabilities	30,108	23,069
Income taxes payable	12,082	12,022
Operating lease liabilities - current	12,978	11,199
Contingent consideration payable	0	3,500
Current liabilities held-for-sale	689	0
Other current liabilities	2,949	1,413
Total current liabilities	149,820	128,509
Deferred income taxes	63,666	88,982
Long-term debt obligations	389,000	350,000
Operating lease liabilities	92,752	93,766
Other long-term liabilities	11,557	10,919
Bio-Techne's Shareholders' equity:
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding	0	0
Common stock, par value $.01 per share; authorized 400,000,000; issued and outstanding 157,554,366 and 157,641,914 respectively	1,576	1,576
Additional paid-in capital	790,418	721,543
Retained earnings	1,297,688	1,309,461
Accumulated other comprehensive loss	(75,307)	(66,064)
Total Bio-Techne's shareholders' equity	2,014,375	1,966,516
Total liabilities and shareholders' equity	$ 2,721,170	$ 2,638,692

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED BALANCE SHEETS
Accounts receivable, allowance for doubtful accounts	$ 3,293	$ 4,738
Undesignated capital stock, no par (in dollars per share)	$ 0	$ 0
Undesignated capital stock, shares authorized (in shares)	5,000,000	5,000,000
Undesignated capital stock, shares issued (in shares)	0	0
Undesignated capital stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	400,000,000	400,000,000
Common stock, shares issued (in shares)	157,554,366	157,641,914
Common stock, shares outstanding (in shares)	157,554,366	157,641,914

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings, including noncontrolling interest	$ 127,517	$ 209,958
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	83,654	80,315
Costs recognized on sale of acquired inventory	550	400
Deferred income taxes	(29,896)	(22,651)
Stock-based compensation expense	30,979	41,315
Fair value adjustment to contingent consideration payable	(3,500)	(10,350)
Gain on sale of CCXI investment	0	(37,176)
Fair value adjustment on available-for-sale investments	(283)	(1,153)
(Gain) loss on equity method investment	6,042	0
Gain on sale of Eminence	0	(11,682)
Leases, net	1,832	1,434
Impairment of assets held-for-sale	6,038	0
Other operating activity	422	296
Change in operating assets and operating liabilities, net of acquisition:
Trade accounts and other receivables, net	(2,611)	(20,775)
Inventories	(9,599)	(28,816)
Prepaid expenses	(1,983)	(5,557)
Trade accounts payable, accrued expenses, contract liabilities, and other	7,160	(5,647)
Salaries, wages and related accruals	7,163	(22,759)
Income taxes payable	0	3,848
Net cash provided by (used in) operating activities	223,485	171,000
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of available-for-sale investments	23,759	29,161
Purchases of available-for-sale investments	(5,526)	(20,500)
Proceeds from sale of CCXI investment	0	73,219
Additions to property and equipment	(44,897)	(27,413)
Acquisitions, net of cash acquired	(169,707)	(101,184)
Investment in Wilson Wolf		(232,000)
Distributions from Wilson Wolf	2,149
Proceeds from sale of Eminence	0	17,824
Net cash provided by (used in) investing activities	(194,222)	(260,893)
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash dividends	(37,792)	(37,688)
Proceeds from stock option exercises	38,001	21,399
Re-purchases of common stock	(80,042)	(19,562)
Borrowings under line-of-credit agreement	225,000	619,661
Repayments of long-term debt	(186,000)	(505,661)
Taxes paid on RSUs and net share settlements	(21,470)	(28,854)
Other financing activity	0	(2,457)
Net cash provided by (used in) financing activities	(62,303)	46,838
Effect of exchange rate changes on cash and cash equivalents	(7,616)	(2,230)
Net change in cash and cash equivalents	(40,656)	(45,285)
Cash and cash equivalents at beginning of period	180,571	172,567
Cash and cash equivalents at end of period	139,915	127,282
Supplemental disclosure of cash flow information:
Cash paid for income taxes	44,846	62,583
Cash paid for interest	$ 12,393	$ 5,773

XML

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Basis of Presentation and Summary of Significant Accounting Policies

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 March 31, 2024, 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 $1.7 million and $6.0 million of loss for the quarter and nine months ended March 31, 2024, respectively, recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. There was not material income or loss during the quarter and nine months ended March 31, 2023. The Company’s total investment of $248 million is included within Other long-term assets on the Consolidated Balance Sheet as of March 31, 2024. There was $256 million included within Other long-term assets on the Consolidated Balance Sheet as of June 30, 2023.

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 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 as of December 31, 2023, 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 in the second quarter of fiscal 2024, 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 nine months ended March 31, 2024. As of March 31, 2024, the assets remaining within the disposal group primarily include inventory of $11.2 million, property and equipment of $5.6 million, intangibles of $14.3 million, and current liabilities of $0.7 million. These assets are actively marketed and we believe their sale will be completed within 12 months of the held-for-sale classification date. 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 March 31, 2024.

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		Nine Months Ended
	March 31,		March 31,
	2024		2024
Cost of sales	$	647	$	1,821
Selling, general and administrative(1)		903		11,153
Total	$	1,550	$	12,974

⁽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):

	Three months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	28	$	914	$	—	$	942
Diagnostics and Genomics		265		90		—		355
Corporate		117		136		—		253
Total	$	410	$	1,140	$	—	$	1,550

	Nine months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	2,978	$	1,386	$	6,038	$	10,402
Diagnostics and Genomics		1,004		90		—		1,094
Corporate		1,310		168		—		1,478
Total	$	5,292	$	1,644	$	6,038	$	12,974

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
Incremental expense incurred in the third quarter of 2024		133		1,140		—		1,273
Cash payments		(2,806)		(433)		—		(3,239)
Non-cash adjustments		—		(843)		—		(843)
Adjustments(3)		277		—		—		277
Accrued restructuring actions balance as of March 31, 2024	$	1,229	$	—	$	—	$	1,229

⁽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.

⁽³⁾ Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024.

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 nine months ended March 31, 2024 were approximately $0.22 million. There were no additional charges in the quarter ended March 31, 2024. 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		(1,006)
Fiscal year 2024 adjustments(1)		221
Accrued restructuring actions balances as of March 31, 2024(2)	$	112

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

⁽²⁾ The remaining balance as of March 31, 2024 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 March 31, 2024. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2023.

Relevant New Standards Issued Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

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Revenue Recognition

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Revenue Recognition

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 March 31, 2024.

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 March 31, 2024 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 March 31, 2024 and June 30, 2023 were approximately $32.0 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the quarter and nine month period ended March 31, 2024 were approximately $3.2 million and $19.5 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.

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

Revenue by type is as follows (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Consumables	$	246,732	$	240,659	$	682,405	$	674,419
Instruments		26,493		25,449		81,178		84,208
Services		25,501		23,312		71,084		60,609
Total product and services revenue, net	$	298,726	$	289,420	$	834,667	$	819,236
Royalty revenues		4,702		4,726		18,294		16,146
Total revenues, net	$	303,428	$	294,146	$	852,961	$	835,382

Revenue by geography is as follows (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
United States	$	173,315	$	163,197	$	480,213	$	467,633
EMEA, excluding United Kingdom		60,533		59,702		177,866		160,246
United Kingdom		15,122		13,811		38,249		36,385
APAC, excluding Greater China		18,253		20,159		54,645		55,592
Greater China		25,598		26,256		75,542		88,103
Rest of World		10,607		11,021		26,446		27,423
Net sales	$	303,428	$	294,146	$	852,961	$	835,382

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Selected Balance Sheet Data

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Selected Balance Sheet Data

Note 3. Selected Balance Sheet Data:

Inventories:

Inventories consist of (in thousands):

	March 31,		June 30,
	2024		2023
Raw materials	$	80,524	$	84,551
Finished goods(1)		104,376		92,474
Inventories, net	$	184,900	$	177,025

⁽¹⁾ Finished goods inventory of $5,404 and $5,387 included within Other long-term assets in the respective March 31, 2024 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):

	March 31,		June 30,
	2024		2023
Land	$	8,159	$	9,100
Buildings and improvements		243,567		245,302
Machinery and equipment		209,252		190,019
Construction in progress		34,649		15,491
Property and equipment, cost		495,627		459,912
Accumulated depreciation and amortization		(251,899)		(233,712)
Property and equipment, net	$	243,728	$	226,200

Intangible Assets:

Intangible assets consist of (in thousands):

	March 31,		June 30,
	2024		2023
Developed technology	$	652,788	$	616,311
Trade names		151,631		146,945
Customer relationships		211,354		213,878
Patents		4,149		3,815
Other intangibles		11,872		11,566
Definite-lived intangible assets		1,031,794		992,515
Accumulated amortization		(528,066)		(480,570)
Definite-lived intangibles assets, net		503,728		511,945
In process research and development		22,700		22,700
Total intangible assets, net	$	526,428	$	534,645

Changes to the carrying amount of net intangible assets for the period ended March 31, 2024 consist of (in thousands):

Beginning balance	$	534,645
Acquisitions		66,400
Other additions		619
Held-for-sale intangibles(1)		(14,323)
Amortization expense		(60,056)
Currency translation		(857)
Ending balance	$	526,428

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

The estimated future amortization expense for intangible assets as of March 31, 2024 is as follows (in thousands):

Remainder 2024	$	19,525
2025		75,156
2026		71,191
2027		61,027
2028		57,380
Thereafter		219,449
Total	$	503,728

Goodwill:

Changes to the carrying amount of goodwill for the period ended March 31, 2024 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		(1,526)		(1,391)		(2,917)
March 31, 2024	$	424,101	$	546,865	$	970,966

⁽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):

	March 31,		June 30,
	2024		2023
Equity method investment in Wilson Wolf	$	247,984	$	255,857
Derivative instruments		12,028		16,857
Long-term inventory		5,404		5,387
Other		6,724		7,201
Other assets	$	272,140	$	285,302

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Acquisitions

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Acquisitions

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 nine month period ended March 31, 2024 were $4.4 million and $9.9 million, respectively. Operating loss of this business included in Bio-Techne's consolidated results of operations for the quarter and nine month period ended March 31, 2024 was $6.8 million and $21.0 million, respectively.

The preliminary estimated fair values of the assets acquired and liabilities assumed as of March 31, 2024 are as follows (in thousands):

	Preliminary allocation at March 31, 2024
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

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.

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Fair Value Measurements

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Fair Value Measurements

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.

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	March 31,		Inputs Considered as
		2024		Level 1		Level 2		Level 3
Assets
Certificates of deposit(1)	Short-term available-for-sale investments	$	5,397	$	5,397	$	—	$	—
Derivatives designated as hedging instruments - cash flow hedges	Other assets		12,028		—		12,028		—
Total assets		$	17,425	$	5,397	$	12,028	$	—
Liabilities
Derivatives designated as hedging instruments - net investment hedge	Other long-term liabilities	$	680	$	—	$	680	$	—
Total liabilities		$	680	$	—	$	680	$	—

		Total
		carrying
		value as of		Fair Value Measurements Using
	Balance Sheet Location	June 30,		Inputs Considered as
		2023		Level 1		Level 2		Level 3
Assets
Exchange traded securities(2)	Short-term available-for-sale investments	$	23,739	$	23,739	$	—	$	—
Derivative instruments - cash flow hedges	Other assets		16,857		—		16,857		—
Total assets		$	40,596	$	23,739	$	16,857	$	—
Liabilities
Contingent consideration	Contingent consideration payable	$	3,500	$	—	$	—	$	3,500
Total liabilities		$	3,500	$	—	$	—	$	3,500

(1) The certificates of deposit have contractual maturity dates within one year.

(2) During the quarter ended September 30 2023, the Company sold all of its outstanding shares of its exchange traded investment grade bond funds that it held at June 30, 2023. The cost basis and fair value of the Company’s exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively.

Fair value measurements of available-for-sale securities

Our available-for-sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets.

Fair value measurements of derivative instruments

The Company utilizes forward starting swaps designated as a cash flow hedge on forecasted debt. The forward starting swaps reduce the variability of cash flow payments for the Company by converting the variable interest rate on the Company’s forecasted variable interest long-term debt to that of a fixed interest rate. Accordingly, as part of the forward starting swaps, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on a notional principal amount. The Company also uses a cross-currency swap contract to manage its exposure to foreign currency risk associated with the Company's net investment in its Swiss subsidiary.

The following table presents the contractual amounts of the Company's outstanding instruments (in millions):

		March 31,		June 30,
Instruments	Designation	2024		2023
Forward starting swaps(1)	Cash flow hedge	$	300	$	300
Cross-currency swap(2)	Net investment hedge		150		—

⁽¹⁾ In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. In March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $100 million of notional principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025.

⁽²⁾ In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity.

The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses within our Consolidated Financial Statements for the three and nine months ended March 31, 2024 and 2023 were as follows (in thousands):

	(Gain) Loss Recognized in Accumulated Other Comprehensive Loss
	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Cash flow hedges
Forward starting swaps	$	1,626	$	3,105	$	9,582	$	(431)
Net investment hedges
Cross-currency swap		(4,914)		—		2,329		—
Total	$	(3,288)	$	3,105	$	11,911	$	(431)

	(Gain) Loss Reclassified into Income
	Quarter Ended				Nine Months Ended
	March 31,				March 31,				Location of (Gain) Loss
	2024		2023		2024		2023		in Income Statement
Cash flow hedges
Forward starting swaps	$	(2,570)	$	(1,826)	$	(7,729)	$	(2,445)	Interest expense
Net investment hedges
Cross-currency swap		(837)		—		(2,372)		—	Interest expense
Total	$	(3,407)	$	(1,826)	$	(10,101)	$	(2,445)

Gains or losses related to the net investment hedges are classified as foreign currency translation adjustments in the schedule of changes in Accumulated Other Comprehensive Income (“AOCI”) in Note 8, as these items are attributable to the Company’s hedges of its net investment in foreign operations. Gains or losses related to the cash flow hedges are classified as Unrealized gains (losses) on cash flow hedges in the schedule of changes in AOCI in Note 8.

Fair value measurements of contingent consideration

The Company does not have outstanding contingent consideration as of March 31, 2024 as the Asuragen and Namocell acquisitions did not meet their respective revenue milestones as of December 31, 2023.

The Asuragen contingent agreement required the Company to make contingent consideration payments of up to $105.0 million if certain revenue thresholds were achieved by December 31, 2023. The opening balance sheet fair value of the liabilities was $18.3 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Asuragen was $2.0 million as of June 30, 2023.

The Namocell contingent agreement required the Company to make contingent consideration payments of up to $25.0 million if certain revenue thresholds were achieved by December 31, 2023. The opening balance sheet fair value of the liabilities was $10.6 million, which was determined using a Monte Carlo simulation-based model discounted to present value. Assumptions used in these calculations are units sold, expected revenue, expected expenses, discount rate, and various probability factors. The contingent consideration related to Namocell was $1.5 million as of June 30, 2023.

This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in selling, general and administrative expense.

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):

	Quarter Ended		Nine Months Ended
	March 31,		March 31,
	2024		2024
Fair value at the beginning of period	$	—	$	3,500
Change in fair value of contingent consideration		—		(3,500)
Payments		—		—
Fair value at the end of period	$	—	$	—

The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may incur impairment charges for securities in our investment portfolio.

Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value.

Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the Consolidated Balance Sheets approximate fair value because of the short-term nature of these items.

Long-term debt – The carrying amounts reported in the Consolidated Balance Sheets for the amount drawn on our line-of-credit facility and long-term debt approximates fair value because our interest rate is variable and reflects current market rates.

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Debt and Other Financing Arrangements

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Debt and Other Financing Arrangements

Note 6. Debt and Other Financing Arrangements:

On August 31, 2022, the Company entered into a revolving line-of-credit and term loan by a Credit Agreement (the Credit Agreement). The Credit Agreement provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement bear interest at a variable rate. The current outstanding debt is based on the one-month Secured Overnight Financing Rate (SOFR) plus an applicable margin. The applicable margin is determined from the total leverage ratio of the Company and updated on a quarterly basis. The annualized fee for any unused portion of the credit facility is currently 12.5 basis points.

The Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of March 31, 2024, the outstanding balance under the Credit Agreement was $389.0 million.

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Leases

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Leases

Note 7. Leases:

As a lessee, the Company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company recognizes operating lease expense on a straight-line basis over the lease term. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. The discount rate used to calculate present value is Bio-Techne’s incremental borrowing rate or, if available, the rate implicit in the lease. Bio-Techne determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. During the nine months ended March 31, 2024, the Company recognized $3.8 million in variable lease expense and $13.7 million relating to fixed lease expense in the Condensed Consolidated Statements of Earnings and Comprehensive Income.

The following table summarizes the balance sheet classification of the Company’s operating leases and amounts of right-of-use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases (in thousands):

			As of
			March 31,
	Balance Sheet Classification		2024
Operating leases:
Operating lease right-of-use assets		Right-of-use asset	$	97,258
Current operating lease liabilities		Operating lease liabilities - current	$	12,978
Noncurrent operating lease liabilities		Operating lease liabilities		92,752
Total operating lease liabilities			$	105,730
Weighted average remaining lease term (in years):				8.66
Weighted average discount rate (%):				4.20

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained in exchange for new operating lease liabilities for the nine months ended March 31, 2024 (in thousands):

	Nine months ended
	March 31,
	2024
Cash amounts paid on operating lease liabilities	$	12,352
Right-of-use assets obtained in exchange for lease liabilities	$	10,255

The following table summarizes the fair value of the lease liability by payment date for the Company’s operating leases by fiscal year (in thousands):

	March 31, 2024
	Operating
	Leases
Remainder 2024	$	4,160
2025		16,532
2026		16,646
2027		13,780
2028		13,673
Thereafter		62,951
Total	$	127,742
Less: Amounts representing interest		22,012
Total lease obligations	$	105,730

Certain leases include one or more options to renew, with terms that extend the lease term up to five years. Bio-Techne includes the option to renew the lease as part of the right-of-use lease asset and liability when it is reasonably certain the Company will exercise the option. In addition, certain leases contain fair value purchase and termination options with an associated penalty. In general, Bio-Techne is not reasonably certain to exercise such options.

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Supplemental Equity and Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Supplemental Equity and Accumulated Other Comprehensive Income (Loss)

Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (Loss):

Supplemental Equity

The Company has declared cash dividends per share of $0.08 and $0.24 in the three and nine months ended March 31, 2024 and 2023, respectively.

Consolidated Changes in Equity (amounts in thousands):

	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Income(Loss)		Total
Balances at June 30, 2023	157,642	$	1,576	$	721,543	$	1,309,461	$	(66,064)	$	1,966,516
Net earnings							50,993				50,993
Other comprehensive income (loss)									(11,952)		(11,952)
Common stock issued for exercise of options	633		6		12,877		(15,460)				(2,577)
Common stock issued for restricted stock awards	47		1		0		(4,768)				(4,767)
Cash dividends							(12,654)				(12,654)
Stock-based compensation expense					9,981						9,981
Common stock issued to employee stock purchase plan	33		1		2,093						2,094
Employee stock purchase plan expense					112						112
Balances at September 30, 2023	158,355	$	1,584	$	746,606	$	1,327,572	$	(78,016)	$	1,997,746
Net earnings							27,465				27,465
Other comprehensive income (loss)									14,355		14,355
Share repurchases	(1,397)		(14)				(80,028)				(80,042)
Common stock issued for exercise of options	157		1		4,914		(1,074)				3,841
Common stock issued for restricted stock awards	27		0		0						0
Cash dividends							(12,559)				(12,559)
Stock-based compensation expense					12,413						12,413
Employee stock purchase plan expense					340						340
Balances at December 31, 2023	157,142	$	1,571	$	764,273	$	1,261,376	$	(63,661)	$	1,963,559
Net earnings							49,059				49,059
Other comprehensive income (loss)									(11,646)		(11,646)
Common stock issued for exercise of options	372		4		15,761						15,765
Common stock issued for restricted stock awards	4		0		0		(168)				(168)
Cash dividends							(12,579)				(12,579)
Stock-based compensation expense					8,053						8,053
Common stock issued to employee stock purchase plan	36		1		2,251						2,252
Employee stock purchase plan expense					80						80
Balances at March 31, 2024	157,554	$	1,576	$	790,418	$	1,297,688	$	(75,307)	$	2,014,375

	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive		Noncontrolling
	Shares	Amount		Capital		Earnings		Income(Loss)		Interest		Total
Balances at June 30, 2022	156,644	$	1,566	$	652,467	$	1,122,937	$	(75,200)	$	(759)	$	1,701,011
Net earnings							89,555				179		89,734
Other comprehensive income (loss)									(16,762)				(16,762)
Reclassification of cumulative translation adjustment for Eminence to non-operating income									152		(33)		119
Elimination of noncontrolling equity interest from sale of Eminence											613		613
Share repurchases	(222)		(2)				(19,560)						(19,562)
Common stock issued for exercise of options	425		5		9,418		(11,428)						(2,005)
Common stock issued for restricted stock awards	45		0		0		(6,427)						(6,427)
Cash dividends							(12,545)						(12,545)
Stock-based compensation expense					14,364								14,364
Common stock issued to employee stock purchase plan	36		0		2,517								2,517
Employee stock purchase plan expense					97								97
Balances at September 30, 2022	156,928	$	1,569	$	678,863	$	1,162,532	$	(91,810)	$	—	$	1,751,154
Net earnings							50,005						50,005
Other comprehensive income (loss)									16,685				16,685
Common stock issued for exercise of options	155		1		5,074								5,075
Common stock issued for restricted stock awards	11		1		1								2
Cash dividends							(12,561)						(12,561)
Stock-based compensation expense					16,413								16,413
Employee stock purchase plan expense					333								333
Balances at December 31, 2022	157,094	$	1,571	$	700,684	$	1,199,976	$	(75,125)	$	—	$	1,827,106
Net earnings							70,218						70,218
Other comprehensive income (loss)									1,574				1,574
Share repurchases													—
Common stock issued for exercise of options	201		2		1,871		(10,733)						(8,860)
Common stock issued for restricted stock awards	6		0		0		(267)						(267)
Cash dividends							(12,582)						(12,582)
Stock-based compensation expense					9,995								9,995
Common stock issued to employee stock purchase plan	38		0		2,389								2,389
Employee stock purchase plan expense					113								113
Balances at March 31, 2023	157,339	$	1,573	$	715,052	$	1,246,612	$	(73,551)	$	—	$	1,889,686

Accumulated Other Comprehensive Income

The components of other comprehensive income (loss) consist of changes in foreign currency translation adjustments and changes in net unrealized gains (losses) on derivative instruments designated as cash flow hedges. The Company reclassified a $2.6 million and a $1.4 million gain, net of taxes, from accumulated other comprehensive income (loss) to earnings during the three months ended March 31, 2024 and 2023, respectively. The Company reclassified a $7.7 million and a $1.7 million gain, net of taxes, from accumulated other comprehensive income (loss) to earnings during the nine months ended March 31, 2024 and 2023, respectively.

Changes in Accumulated Other Comprehensive Income (Loss) attributable to Bio-Techne by component:

Three months ended March 31, 2024 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of December 31, 2023, net of tax:	$	8,842	$	(72,503)	$	(63,661)
Other comprehensive income (loss), before tax:
Amounts before reclassifications		(1,626)		(12,620)		(14,246)
Amounts reclassified out		2,570		837		3,407
Total other comprehensive income (loss), before tax		944		(11,783)		(10,839)
Tax (expense)/benefit		(609)		(198)		(807)
Total other comprehensive income (loss), net of tax		335		(11,981)		(11,646)
Balance as of March 31, 2024, net of tax	$	9,177	$	(84,484)	$	(75,307)

Three months ended March 31, 2023 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of December 31, 2022, attributable to Bio-Techne, net of tax:	$	12,079	$	(87,204)	$	(75,125)
Other comprehensive income (loss), before tax:
Amounts before reclassifications, attributable to Bio-Techne		(3,105)		3,282		177
Amounts reclassified out		1,826		—		1,826
Total other comprehensive income (loss), before tax		(1,279)		3,282		2,003
Tax (expense)/benefit		(429)		—		(429)
Total other comprehensive income (loss), net of tax		(1,708)		3,282		1,574
Balance as of March 31, 2023, net of tax	$	10,371	$	(83,922)	$	(73,551)

Nine months ended March 31, 2024 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2023, net of tax:	$	12,862	$	(78,926)	$	(66,064)
Other comprehensive income (loss), before tax:
Amounts before reclassifications		(9,582)		(7,368)		(16,950)
Amounts reclassified out		7,729		2,372		10,101
Total other comprehensive income (loss), before tax		(1,853)		(4,996)		(6,849)
Tax (expense)/benefit		(1,832)		(562)		(2,394)
Total other comprehensive income (loss), net of tax		(3,685)		(5,558)		(9,243)
Balance as of March 31, 2024, net of tax(1)	$	9,177	$	(84,484)	$	(75,307)

Nine months ended March 31, 2023 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2022, attributable to Bio-Techne, net of tax:	$	8,069	$	(83,269)	$	(75,200)
Other comprehensive income (loss), before tax:
Amounts before reclassifications, attributable to Bio-Techne		431		(805)		(374)
Amounts reclassified out		2,445		152		2,597
Total other comprehensive income (loss), before tax		2,876		(653)		2,223
Tax (expense)/benefit		(574)		—		(574)
Total other comprehensive income (loss), net of tax		2,302		(653)		1,649
Balance as of March 31, 2023, net of tax(1)	$	10,371	$	(83,922)	$	(73,551)

⁽¹⁾ The Company had a net deferred tax liability for its cash flow hedge of $2.9 million and $3.2 million for the nine months ended March 31, 2024 and 2023, respectively,

Income taxes are not provided for foreign translation relating to permanent investments in international subsidiaries, but tax effects within foreign currency translation adjustments do include impacts from the net investment hedge.

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Earnings Per Share

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Earnings Per Share

Note 9. Earnings Per Share:

The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Earnings per share – basic:
Net earnings, including noncontrolling interest	$	49,059	$	70,218	$	127,517	$	209,958
Less net earnings (loss) attributable to noncontrolling interest		—		—		—		179
Net earnings attributable to Bio-Techne	$	49,059	$	70,218	$	127,517	$	209,779
Income allocated to participating securities		(5)		(16)		(24)		(52)
Income available to common shareholders	$	49,054	$	70,202	$	127,493	$	209,727
Weighted-average shares outstanding – basic		157,309		157,311		157,655		157,071
Earnings per share – basic	$	0.31	$	0.45	$	0.81	$	1.34
Earnings per share – diluted:
Net earnings, including noncontrolling interest	$	49,059	$	70,218	$	127,517	$	209,958
Less net earnings (loss) attributable to noncontrolling interest		—		—		—		179
Net earnings attributable to Bio-Techne	$	49,059	$	70,218	$	127,517	$	209,779
Income allocated to participating securities		(5)		(16)		(24)		(52)
Income available to common shareholders	$	49,054	$	70,202	$	127,493	$	209,727
Weighted-average shares outstanding – basic		157,309		157,311		157,655		157,071
Dilutive effect of stock options and restricted stock units		3,187		4,304		3,162		4,697
Weighted-average common shares outstanding – diluted		160,496		161,615		160,817		161,768
Earnings per share – diluted	$	0.31	$	0.43	$	0.79	$	1.30

The dilutive effect of stock options and restricted stock units in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 4.0 million and 4.5 million for the quarter ended March 31, 2024 and 2023, respectively and 4.0 million and 4.5 million for the nine months ended March 31, 2024 and 2023 respectively.

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Share-based Compensation

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Share-based Compensation

Note 10. Share-based Compensation:

During the nine months ended March 31, 2024 and 2023, the Company granted 1.0 million and 2.3 million stock options at weighted average grant prices of $80.07 and $93.96 and weighted average fair values of $27.47 and $29.58, respectively. During the nine months ended March 31, 2024 and 2023, the Company granted 353,656 and 90,352 restricted stock units at a weighted average fair value of $78.41 and $93.84, respectively. During the nine months ended March 31, 2024 and 2023, the Company granted 27,196 and 10,816 shares of restricted common stock shares at a weighted average fair value of $56.98 and $73.94.

Stock options for 1,590,362 and 1,271,338 shares of common stock with total intrinsic values of $73.1 million and $74.1 million were exercised during the nine months ended March 31, 2024 and 2023, respectively.

Stock-based compensation expense, inclusive of payroll taxes, of $8.1 million and $10.2 million was included in selling, general and administrative expenses for the quarter ended March 31, 2024 and 2023, respectively. Stock-based compensation expenses, inclusive of payroll taxes, of $31.7 million and $41.5 million was included in selling, general, and administrative expenses for the nine months ended March 31, 2024 and 2023, respectively. Additionally, the Company recognized $0.1 million and $0.6 million of stock-based compensation costs in cost of goods sold in the quarter and nine months ended March 31, 2024, respectively, compared to $0.2 million and $0.8 million in cost of goods sold in the comparative prior year periods. As of March 31, 2024, there was $41.2 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock. The weighted average period over which the compensation cost is expected to be recognized is 2.2 years.

In fiscal 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase Plan (ESPP), which was approved by the Company's shareholders on October 30, 2014, and which is designed to comply with IRS provisions governing employee stock purchase plans. 800,000 shares were allocated to the ESPP. The Company recorded expense of $0.1 million for the quarter ended March 31, 2024 and $0.1 million for the quarter ended March 31, 2023. The Company recorded expense of $0.5 million and $0.5 million for the nine months ended March 31, 2024 and 2023, respectively.

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Other Income / (Expense)

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Other Income / (Expense)

Note 11. Other Income / (Expense):

The components of other income (expense) in the accompanying Statement of Earnings and Comprehensive Income are as follows (in thousands):

	Quarter Ended					Nine Months Ended
	March 31,					March 31,
	2024		2023		2024		2023
Interest expense	$	(4,005)	$	(1,367)	$	(13,227)	$	(7,513)
Interest income		712		974		2,418		2,375
Gain (loss) on investment(1)		—		314		283		50,009
Gain (loss) on equity method investment		(1,747)		—		(5,950)		—
Other non-operating income (expense), net		(874)		64		(359)		1,053
Total other income (expense)	$	(5,914)	$	(15)	$	(16,835)	$	45,924

⁽¹⁾ Primarily due to a $0.3 million gain on the sale of our exchange traded investment grade bond funds during the nine months ended March 31, 2024 compared to a $37.2 million gain on the sale of our ChemoCentryx investment and a $11.7 million gain on the sale of Eminence in the nine months ended March 31, 2023.

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Income Taxes

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Income Taxes

Note 12. Income Taxes:

The Company’s effective income tax rate for the third quarter of fiscal 2024 and 2023 was 19.7% and 12.4%, respectively, of consolidated earnings before income taxes, inclusive of discrete items, and 11.5% and 16.1% for the first nine months of fiscal 2024 and 2023, respectively. The change in the Company’s tax rate for the quarter and nine months ended March 31, 2024 compared to the quarter and nine months ended March 31, 2023 was driven by discrete tax items.

The Company recognized total net benefits related to discrete tax items of $1.8 million and $16.6 million during the quarter and nine months ended March 31, 2024, respectively, compared to total net benefits of $5.7 million and $8.9 million during the quarter and nine months ended March 31, 2023, respectively. Share-based compensation excess tax benefit contributed $1.9 million and $13.6 million in the quarter and nine months ended March 31, 2024, respectively, compared to $0.4 million and $9.5 million in the quarter and nine months, ended March 31, 2023, respectively. During the quarter and nine months ended March 31, 2024, the Company had total other immaterial discrete tax expense of $0.1 million and an other immaterial discrete tax benefit of $3.0 million, respectively. During the quarter and nine months ended March 31, 2023, the Company had discrete tax benefit of $0.6 million and discrete tax expense of $5.1 million, respectively, related to taxes associated with a planned distribution from our China entity. The Company recognized total other immaterial net discrete tax benefits of $4.7 million and $4.5 million in the quarter and nine months ended March 31, 2023, respectively.

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Segment Information

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Segment Information

Note 13. Segment Information:

The Company's management evaluates segment operating performance based on operating income before certain charges to cost of sales and selling, general and administrative expenses, principally associated with the impact of partially-owned consolidated subsidiaries as well as acquisition accounting related to inventory, amortization of acquisition-related intangible assets and other acquisition-related expenses. The Protein Sciences and Diagnostics and Genomics segments both include consumables, instruments, services and royalty revenue.

The following is financial information relating to the Company's reportable segments (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Net sales:
Protein Sciences	$	214,589	$	218,903	$	616,914	$	622,739
Diagnostics and Genomics		87,511		75,669		235,715		213,577
Other revenue(1)		2,093		—		2,093		—
Intersegment		(765)		(426)		(1,761)		(934)
Consolidated net sales	$	303,428	$	294,146	$	852,961	$	835,382
Operating income:
Protein Sciences	$	94,829	$	98,756	$	262,777	$	274,035
Diagnostics and Genomics		8,104		11,464		13,189		28,399
Segment operating income	$	102,933	$	110,220	$	275,966	$	302,434
Costs recognized on sale of acquired inventory		(186)		—		(550)		(400)
Amortization of intangibles		(19,287)		(19,286)		(58,908)		(57,694)
Impact of partially-owned consolidated subsidiaries(2)		—		—		—		647
Acquisition related expenses and other		(3,286)		1,333		(2,173)		9,343
Impairment of assets held-for-sale		—		—		(6,038)		—
Stock based compensation, inclusive of employer taxes		(8,358)		(10,543)		(32,810)		(42,879)
Restructuring and restructuring-related costs		(1,550)		—		(7,157)		(2,950)
Corporate general, selling, and administrative expenses		(3,346)		(1,513)		(7,545)		(4,082)
Impact of business held-for-sale(1)		78		—		78		—
Consolidated operating income	$	66,998	$	80,211	$	160,863	$	204,419

⁽¹⁾ Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.

⁽²⁾ 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.

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Subsequent Events

9 Months Ended

Mar. 31, 2024

Notes to Financial Statements

Subsequent Events

Note 14. Subsequent Events:

None.

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Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Mar. 31, 2024

Policy Text Block [Abstract]

Investments

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 $1.7 million and $6.0 million of loss for the quarter and nine months ended March 31, 2024, respectively, recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. There was not material income or loss during the quarter and nine months ended March 31, 2023. The Company’s total investment of $248 million is included within Other long-term assets on the Consolidated Balance Sheet as of March 31, 2024. There was $256 million included within Other long-term assets on the Consolidated Balance Sheet as of June 30, 2023.

Restructuring actions

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 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 as of December 31, 2023, 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 in the second quarter of fiscal 2024, 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 nine months ended March 31, 2024. As of March 31, 2024, the assets remaining within the disposal group primarily include inventory of $11.2 million, property and equipment of $5.6 million, intangibles of $14.3 million, and current liabilities of $0.7 million. These assets are actively marketed and we believe their sale will be completed within 12 months of the held-for-sale classification date. 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 March 31, 2024.

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		Nine Months Ended
	March 31,		March 31,
	2024		2024
Cost of sales	$	647	$	1,821
Selling, general and administrative(1)		903		11,153
Total	$	1,550	$	12,974

⁽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):

	Three months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	28	$	914	$	—	$	942
Diagnostics and Genomics		265		90		—		355
Corporate		117		136		—		253
Total	$	410	$	1,140	$	—	$	1,550

	Nine months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	2,978	$	1,386	$	6,038	$	10,402
Diagnostics and Genomics		1,004		90		—		1,094
Corporate		1,310		168		—		1,478
Total	$	5,292	$	1,644	$	6,038	$	12,974

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
Incremental expense incurred in the third quarter of 2024		133		1,140		—		1,273
Cash payments		(2,806)		(433)		—		(3,239)
Non-cash adjustments		—		(843)		—		(843)
Adjustments(3)		277		—		—		277
Accrued restructuring actions balance as of March 31, 2024	$	1,229	$	—	$	—	$	1,229

⁽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.

⁽³⁾ Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024.

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 nine months ended March 31, 2024 were approximately $0.22 million. There were no additional charges in the quarter ended March 31, 2024. 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		(1,006)
Fiscal year 2024 adjustments(1)		221
Accrued restructuring actions balances as of March 31, 2024(2)	$	112

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

⁽²⁾ The remaining balance as of March 31, 2024 relates to employee severance that is paid out over a one-year period.

Recently Adopted Accounting Pronouncements and Relevant New Standards Issued Not Yet Adopted

Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted in the quarter ended March 31, 2024. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2023.

Relevant New Standards Issued Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures.

Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

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Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of restructuring charges

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		Nine Months Ended
	March 31,		March 31,
	2024		2024
Cost of sales	$	647	$	1,821
Selling, general and administrative(1)		903		11,153
Total	$	1,550	$	12,974

⁽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):

	Three months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	28	$	914	$	—	$	942
Diagnostics and Genomics		265		90		—		355
Corporate		117		136		—		253
Total	$	410	$	1,140	$	—	$	1,550

	Nine months ended March 31, 2024
		Employee		Asset-related		Impairment of
		severance		and other		assets held-for-sale		Total
Protein Sciences	$	2,978	$	1,386	$	6,038	$	10,402
Diagnostics and Genomics		1,004		90		—		1,094
Corporate		1,310		168		—		1,478
Total	$	5,292	$	1,644	$	6,038	$	12,974

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
Incremental expense incurred in the third quarter of 2024		133		1,140		—		1,273
Cash payments		(2,806)		(433)		—		(3,239)
Non-cash adjustments		—		(843)		—		(843)
Adjustments(3)		277		—		—		277
Accrued restructuring actions balance as of March 31, 2024	$	1,229	$	—	$	—	$	1,229

⁽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.

⁽³⁾ Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024.

Protein Sciences | QT Holdings Corporation

Notes Tables

Schedule of restructuring charges

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 | Employee severance

Notes Tables

Schedule of restructuring charges

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		(1,006)
Fiscal year 2024 adjustments(1)		221
Accrued restructuring actions balances as of March 31, 2024(2)	$	112

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

⁽²⁾ The remaining balance as of March 31, 2024 relates to employee severance that is paid out over a one-year period.

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Revenue Recognition (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedules of disaggregated revenue

Revenue by type is as follows (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Consumables	$	246,732	$	240,659	$	682,405	$	674,419
Instruments		26,493		25,449		81,178		84,208
Services		25,501		23,312		71,084		60,609
Total product and services revenue, net	$	298,726	$	289,420	$	834,667	$	819,236
Royalty revenues		4,702		4,726		18,294		16,146
Total revenues, net	$	303,428	$	294,146	$	852,961	$	835,382

Revenue by geography is as follows (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
United States	$	173,315	$	163,197	$	480,213	$	467,633
EMEA, excluding United Kingdom		60,533		59,702		177,866		160,246
United Kingdom		15,122		13,811		38,249		36,385
APAC, excluding Greater China		18,253		20,159		54,645		55,592
Greater China		25,598		26,256		75,542		88,103
Rest of World		10,607		11,021		26,446		27,423
Net sales	$	303,428	$	294,146	$	852,961	$	835,382

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Selected Balance Sheet Data (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of inventories

Inventories consist of (in thousands):

	March 31,		June 30,
	2024		2023
Raw materials	$	80,524	$	84,551
Finished goods(1)		104,376		92,474
Inventories, net	$	184,900	$	177,025

⁽¹⁾ Finished goods inventory of $5,404 and $5,387 included within Other long-term assets in the respective March 31, 2024 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.

Schedule of property and equipment

Property and equipment consist of (in thousands):

	March 31,		June 30,
	2024		2023
Land	$	8,159	$	9,100
Buildings and improvements		243,567		245,302
Machinery and equipment		209,252		190,019
Construction in progress		34,649		15,491
Property and equipment, cost		495,627		459,912
Accumulated depreciation and amortization		(251,899)		(233,712)
Property and equipment, net	$	243,728	$	226,200

Schedule of intangible assets

Intangible assets consist of (in thousands):

	March 31,		June 30,
	2024		2023
Developed technology	$	652,788	$	616,311
Trade names		151,631		146,945
Customer relationships		211,354		213,878
Patents		4,149		3,815
Other intangibles		11,872		11,566
Definite-lived intangible assets		1,031,794		992,515
Accumulated amortization		(528,066)		(480,570)
Definite-lived intangibles assets, net		503,728		511,945
In process research and development		22,700		22,700
Total intangible assets, net	$	526,428	$	534,645

Schedule of changes in carrying amount of net intangible assets

Changes to the carrying amount of net intangible assets for the period ended March 31, 2024 consist of (in thousands):

Beginning balance	$	534,645
Acquisitions		66,400
Other additions		619
Held-for-sale intangibles(1)		(14,323)
Amortization expense		(60,056)
Currency translation		(857)
Ending balance	$	526,428

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

Schedule of estimated future amortization expense for intangible assets

The estimated future amortization expense for intangible assets as of March 31, 2024 is as follows (in thousands):

Remainder 2024	$	19,525
2025		75,156
2026		71,191
2027		61,027
2028		57,380
Thereafter		219,449
Total	$	503,728

Schedule of changes to the carrying amount of goodwill

Changes to the carrying amount of goodwill for the period ended March 31, 2024 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		(1,526)		(1,391)		(2,917)
March 31, 2024	$	424,101	$	546,865	$	970,966

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

Schedule of other assets

Other assets consist of (in thousands):

	March 31,		June 30,
	2024		2023
Equity method investment in Wilson Wolf	$	247,984	$	255,857
Derivative instruments		12,028		16,857
Long-term inventory		5,404		5,387
Other		6,724		7,201
Other assets	$	272,140	$	285,302

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Acquisitions (Tables)

9 Months Ended

Mar. 31, 2024

Lunaphore Technologies SA.

Notes Tables

Schedule of the aggregate purchase price of the acquisitions that was allocated to the assets acquired and liabilities assumed

The preliminary estimated fair values of the assets acquired and liabilities assumed as of March 31, 2024 are as follows (in thousands):

	Preliminary allocation at March 31, 2024
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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Fair Value Measurements (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of information by level for financial assets and liabilities that are measured at fair value on a recurring basis

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	March 31,		Inputs Considered as
		2024		Level 1		Level 2		Level 3
Assets
Certificates of deposit(1)	Short-term available-for-sale investments	$	5,397	$	5,397	$	—	$	—
Derivatives designated as hedging instruments - cash flow hedges	Other assets		12,028		—		12,028		—
Total assets		$	17,425	$	5,397	$	12,028	$	—
Liabilities
Derivatives designated as hedging instruments - net investment hedge	Other long-term liabilities	$	680	$	—	$	680	$	—
Total liabilities		$	680	$	—	$	680	$	—

		Total
		carrying
		value as of		Fair Value Measurements Using
	Balance Sheet Location	June 30,		Inputs Considered as
		2023		Level 1		Level 2		Level 3
Assets
Exchange traded securities(2)	Short-term available-for-sale investments	$	23,739	$	23,739	$	—	$	—
Derivative instruments - cash flow hedges	Other assets		16,857		—		16,857		—
Total assets		$	40,596	$	23,739	$	16,857	$	—
Liabilities
Contingent consideration	Contingent consideration payable	$	3,500	$	—	$	—	$	3,500
Total liabilities		$	3,500	$	—	$	—	$	3,500

(1) The certificates of deposit have contractual maturity dates within one year.

(2) During the quarter ended September 30 2023, the Company sold all of its outstanding shares of its exchange traded investment grade bond funds that it held at June 30, 2023. The cost basis and fair value of the Company’s exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively.

Schedule of contractual amounts of the outstanding instruments

The following table presents the contractual amounts of the Company's outstanding instruments (in millions):

		March 31,		June 30,
Instruments	Designation	2024		2023
Forward starting swaps(1)	Cash flow hedge	$	300	$	300
Cross-currency swap(2)	Net investment hedge		150		—

⁽¹⁾ In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $200 million of notional principal. The effective date of the swap was November 2022 with the full swap maturing in November 2025. In March 2023, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt based on $100 million of notional principal. The effective date of the swap was April 2023 with the full swap maturing in April 2025.

⁽²⁾ In July 2023, the Company entered into a pay-fixed rate, receive-fixed rate cross-currency swap contract with a total notional amount of $150 million that was designated as a hedge to lock in the Swiss franc (CHF) rate for a portion of the Company's CHF net investment in its Lunaphore subsidiary in Switzerland. The objective of the hedge is to protect the net investment in the Company's CHF-denominated operations against changes in the spot exchange rates, on a pre-tax basis. The hedging instrument has four interim settlement dates, which will reduce the notional on the hedging instrument by $10 million at each interim date, and will reduce the notional to $110 million at maturity.

Schedule of pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses

The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses within our Consolidated Financial Statements for the three and nine months ended March 31, 2024 and 2023 were as follows (in thousands):

	(Gain) Loss Recognized in Accumulated Other Comprehensive Loss
	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Cash flow hedges
Forward starting swaps	$	1,626	$	3,105	$	9,582	$	(431)
Net investment hedges
Cross-currency swap		(4,914)		—		2,329		—
Total	$	(3,288)	$	3,105	$	11,911	$	(431)

	(Gain) Loss Reclassified into Income
	Quarter Ended				Nine Months Ended
	March 31,				March 31,				Location of (Gain) Loss
	2024		2023		2024		2023		in Income Statement
Cash flow hedges
Forward starting swaps	$	(2,570)	$	(1,826)	$	(7,729)	$	(2,445)	Interest expense
Net investment hedges
Cross-currency swap		(837)		—		(2,372)		—	Interest expense
Total	$	(3,407)	$	(1,826)	$	(10,101)	$	(2,445)

Schedule of the reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3)

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):

	Quarter Ended		Nine Months Ended
	March 31,		March 31,
	2024		2024
Fair value at the beginning of period	$	—	$	3,500
Change in fair value of contingent consideration		—		(3,500)
Payments		—		—
Fair value at the end of period	$	—	$	—

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Leases (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of table that summarizes the balance sheet classification of the Company's operating leases and amounts of right of use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company's operating leases

The following table summarizes the balance sheet classification of the Company’s operating leases and amounts of right-of-use assets and lease liabilities and the weighted average remaining lease term and weighted average discount rate for the Company’s operating leases (in thousands):

			As of
			March 31,
	Balance Sheet Classification		2024
Operating leases:
Operating lease right-of-use assets		Right-of-use asset	$	97,258
Current operating lease liabilities		Operating lease liabilities - current	$	12,978
Noncurrent operating lease liabilities		Operating lease liabilities		92,752
Total operating lease liabilities			$	105,730
Weighted average remaining lease term (in years):				8.66
Weighted average discount rate (%):				4.20

Schedule of the table that summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities

The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right-of-use assets obtained in exchange for new operating lease liabilities for the nine months ended March 31, 2024 (in thousands):

	Nine months ended
	March 31,
	2024
Cash amounts paid on operating lease liabilities	$	12,352
Right-of-use assets obtained in exchange for lease liabilities	$	10,255

Schedule of the fair value of the lease liability by payment date for the operating leases by fiscal year

The following table summarizes the fair value of the lease liability by payment date for the Company’s operating leases by fiscal year (in thousands):

	March 31, 2024
	Operating
	Leases
Remainder 2024	$	4,160
2025		16,532
2026		16,646
2027		13,780
2028		13,673
Thereafter		62,951
Total	$	127,742
Less: Amounts representing interest		22,012
Total lease obligations	$	105,730

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Supplemental Equity and Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of the Consolidated Changes in Equity

Consolidated Changes in Equity (amounts in thousands):

	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive
	Shares	Amount		Capital		Earnings		Income(Loss)		Total
Balances at June 30, 2023	157,642	$	1,576	$	721,543	$	1,309,461	$	(66,064)	$	1,966,516
Net earnings							50,993				50,993
Other comprehensive income (loss)									(11,952)		(11,952)
Common stock issued for exercise of options	633		6		12,877		(15,460)				(2,577)
Common stock issued for restricted stock awards	47		1		0		(4,768)				(4,767)
Cash dividends							(12,654)				(12,654)
Stock-based compensation expense					9,981						9,981
Common stock issued to employee stock purchase plan	33		1		2,093						2,094
Employee stock purchase plan expense					112						112
Balances at September 30, 2023	158,355	$	1,584	$	746,606	$	1,327,572	$	(78,016)	$	1,997,746
Net earnings							27,465				27,465
Other comprehensive income (loss)									14,355		14,355
Share repurchases	(1,397)		(14)				(80,028)				(80,042)
Common stock issued for exercise of options	157		1		4,914		(1,074)				3,841
Common stock issued for restricted stock awards	27		0		0						0
Cash dividends							(12,559)				(12,559)
Stock-based compensation expense					12,413						12,413
Employee stock purchase plan expense					340						340
Balances at December 31, 2023	157,142	$	1,571	$	764,273	$	1,261,376	$	(63,661)	$	1,963,559
Net earnings							49,059				49,059
Other comprehensive income (loss)									(11,646)		(11,646)
Common stock issued for exercise of options	372		4		15,761						15,765
Common stock issued for restricted stock awards	4		0		0		(168)				(168)
Cash dividends							(12,579)				(12,579)
Stock-based compensation expense					8,053						8,053
Common stock issued to employee stock purchase plan	36		1		2,251						2,252
Employee stock purchase plan expense					80						80
Balances at March 31, 2024	157,554	$	1,576	$	790,418	$	1,297,688	$	(75,307)	$	2,014,375

	Bio-Techne Shareholders
								Accumulated
				Additional				Other
	Common Stock			Paid-in		Retained		Comprehensive		Noncontrolling
	Shares	Amount		Capital		Earnings		Income(Loss)		Interest		Total
Balances at June 30, 2022	156,644	$	1,566	$	652,467	$	1,122,937	$	(75,200)	$	(759)	$	1,701,011
Net earnings							89,555				179		89,734
Other comprehensive income (loss)									(16,762)				(16,762)
Reclassification of cumulative translation adjustment for Eminence to non-operating income									152		(33)		119
Elimination of noncontrolling equity interest from sale of Eminence											613		613
Share repurchases	(222)		(2)				(19,560)						(19,562)
Common stock issued for exercise of options	425		5		9,418		(11,428)						(2,005)
Common stock issued for restricted stock awards	45		0		0		(6,427)						(6,427)
Cash dividends							(12,545)						(12,545)
Stock-based compensation expense					14,364								14,364
Common stock issued to employee stock purchase plan	36		0		2,517								2,517
Employee stock purchase plan expense					97								97
Balances at September 30, 2022	156,928	$	1,569	$	678,863	$	1,162,532	$	(91,810)	$	—	$	1,751,154
Net earnings							50,005						50,005
Other comprehensive income (loss)									16,685				16,685
Common stock issued for exercise of options	155		1		5,074								5,075
Common stock issued for restricted stock awards	11		1		1								2
Cash dividends							(12,561)						(12,561)
Stock-based compensation expense					16,413								16,413
Employee stock purchase plan expense					333								333
Balances at December 31, 2022	157,094	$	1,571	$	700,684	$	1,199,976	$	(75,125)	$	—	$	1,827,106
Net earnings							70,218						70,218
Other comprehensive income (loss)									1,574				1,574
Share repurchases													—
Common stock issued for exercise of options	201		2		1,871		(10,733)						(8,860)
Common stock issued for restricted stock awards	6		0		0		(267)						(267)
Cash dividends							(12,582)						(12,582)
Stock-based compensation expense					9,995								9,995
Common stock issued to employee stock purchase plan	38		0		2,389								2,389
Employee stock purchase plan expense					113								113
Balances at March 31, 2023	157,339	$	1,573	$	715,052	$	1,246,612	$	(73,551)	$	—	$	1,889,686

Schedule of changes in Accumulated Other Comprehensive Income (Loss)

Three months ended March 31, 2024 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of December 31, 2023, net of tax:	$	8,842	$	(72,503)	$	(63,661)
Other comprehensive income (loss), before tax:
Amounts before reclassifications		(1,626)		(12,620)		(14,246)
Amounts reclassified out		2,570		837		3,407
Total other comprehensive income (loss), before tax		944		(11,783)		(10,839)
Tax (expense)/benefit		(609)		(198)		(807)
Total other comprehensive income (loss), net of tax		335		(11,981)		(11,646)
Balance as of March 31, 2024, net of tax	$	9,177	$	(84,484)	$	(75,307)

Three months ended March 31, 2023 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of December 31, 2022, attributable to Bio-Techne, net of tax:	$	12,079	$	(87,204)	$	(75,125)
Other comprehensive income (loss), before tax:
Amounts before reclassifications, attributable to Bio-Techne		(3,105)		3,282		177
Amounts reclassified out		1,826		—		1,826
Total other comprehensive income (loss), before tax		(1,279)		3,282		2,003
Tax (expense)/benefit		(429)		—		(429)
Total other comprehensive income (loss), net of tax		(1,708)		3,282		1,574
Balance as of March 31, 2023, net of tax	$	10,371	$	(83,922)	$	(73,551)

Nine months ended March 31, 2024 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2023, net of tax:	$	12,862	$	(78,926)	$	(66,064)
Other comprehensive income (loss), before tax:
Amounts before reclassifications		(9,582)		(7,368)		(16,950)
Amounts reclassified out		7,729		2,372		10,101
Total other comprehensive income (loss), before tax		(1,853)		(4,996)		(6,849)
Tax (expense)/benefit		(1,832)		(562)		(2,394)
Total other comprehensive income (loss), net of tax		(3,685)		(5,558)		(9,243)
Balance as of March 31, 2024, net of tax(1)	$	9,177	$	(84,484)	$	(75,307)

Nine months ended March 31, 2023 (in thousands):	Unrealized
	Gains		Foreign
	(Losses) on		Currency
	Derivative		Translation
	Instruments		Adjustments		Total
Balance as of June 30, 2022, attributable to Bio-Techne, net of tax:	$	8,069	$	(83,269)	$	(75,200)
Other comprehensive income (loss), before tax:
Amounts before reclassifications, attributable to Bio-Techne		431		(805)		(374)
Amounts reclassified out		2,445		152		2,597
Total other comprehensive income (loss), before tax		2,876		(653)		2,223
Tax (expense)/benefit		(574)		—		(574)
Total other comprehensive income (loss), net of tax		2,302		(653)		1,649
Balance as of March 31, 2023, net of tax(1)	$	10,371	$	(83,922)	$	(73,551)

⁽¹⁾ The Company had a net deferred tax liability for its cash flow hedge of $2.9 million and $3.2 million for the nine months ended March 31, 2024 and 2023, respectively,

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Earnings Per Share (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of the calculation of basic and diluted earnings per share

The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Earnings per share – basic:
Net earnings, including noncontrolling interest	$	49,059	$	70,218	$	127,517	$	209,958
Less net earnings (loss) attributable to noncontrolling interest		—		—		—		179
Net earnings attributable to Bio-Techne	$	49,059	$	70,218	$	127,517	$	209,779
Income allocated to participating securities		(5)		(16)		(24)		(52)
Income available to common shareholders	$	49,054	$	70,202	$	127,493	$	209,727
Weighted-average shares outstanding – basic		157,309		157,311		157,655		157,071
Earnings per share – basic	$	0.31	$	0.45	$	0.81	$	1.34
Earnings per share – diluted:
Net earnings, including noncontrolling interest	$	49,059	$	70,218	$	127,517	$	209,958
Less net earnings (loss) attributable to noncontrolling interest		—		—		—		179
Net earnings attributable to Bio-Techne	$	49,059	$	70,218	$	127,517	$	209,779
Income allocated to participating securities		(5)		(16)		(24)		(52)
Income available to common shareholders	$	49,054	$	70,202	$	127,493	$	209,727
Weighted-average shares outstanding – basic		157,309		157,311		157,655		157,071
Dilutive effect of stock options and restricted stock units		3,187		4,304		3,162		4,697
Weighted-average common shares outstanding – diluted		160,496		161,615		160,817		161,768
Earnings per share – diluted	$	0.31	$	0.43	$	0.79	$	1.30

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Other Income / (Expense) (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of the components of other income (expense)

The components of other income (expense) in the accompanying Statement of Earnings and Comprehensive Income are as follows (in thousands):

	Quarter Ended					Nine Months Ended
	March 31,					March 31,
	2024		2023		2024		2023
Interest expense	$	(4,005)	$	(1,367)	$	(13,227)	$	(7,513)
Interest income		712		974		2,418		2,375
Gain (loss) on investment(1)		—		314		283		50,009
Gain (loss) on equity method investment		(1,747)		—		(5,950)		—
Other non-operating income (expense), net		(874)		64		(359)		1,053
Total other income (expense)	$	(5,914)	$	(15)	$	(16,835)	$	45,924

⁽¹⁾ Primarily due to a $0.3 million gain on the sale of our exchange traded investment grade bond funds during the nine months ended March 31, 2024 compared to a $37.2 million gain on the sale of our ChemoCentryx investment and a $11.7 million gain on the sale of Eminence in the nine months ended March 31, 2023.

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Segment Information (Tables)

9 Months Ended

Mar. 31, 2024

Notes Tables

Schedule of financial information by reportable segment

The following is financial information relating to the Company's reportable segments (in thousands):

	Quarter Ended				Nine Months Ended
	March 31,				March 31,
	2024		2023		2024		2023
Net sales:
Protein Sciences	$	214,589	$	218,903	$	616,914	$	622,739
Diagnostics and Genomics		87,511		75,669		235,715		213,577
Other revenue(1)		2,093		—		2,093		—
Intersegment		(765)		(426)		(1,761)		(934)
Consolidated net sales	$	303,428	$	294,146	$	852,961	$	835,382
Operating income:
Protein Sciences	$	94,829	$	98,756	$	262,777	$	274,035
Diagnostics and Genomics		8,104		11,464		13,189		28,399
Segment operating income	$	102,933	$	110,220	$	275,966	$	302,434
Costs recognized on sale of acquired inventory		(186)		—		(550)		(400)
Amortization of intangibles		(19,287)		(19,286)		(58,908)		(57,694)
Impact of partially-owned consolidated subsidiaries(2)		—		—		—		647
Acquisition related expenses and other		(3,286)		1,333		(2,173)		9,343
Impairment of assets held-for-sale		—		—		(6,038)		—
Stock based compensation, inclusive of employer taxes		(8,358)		(10,543)		(32,810)		(42,879)
Restructuring and restructuring-related costs		(1,550)		—		(7,157)		(2,950)
Corporate general, selling, and administrative expenses		(3,346)		(1,513)		(7,545)		(4,082)
Impact of business held-for-sale(1)		78		—		78		—
Consolidated operating income	$	66,998	$	80,211	$	160,863	$	204,419

⁽¹⁾ Includes the quarterly results of a business that has met the held-for-sale criteria since December 31, 2023.

⁽²⁾ 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.

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Basis of Presentation and Summary of Significant Accounting Policies - Additional Information (Details) $ in Thousands			1 Months Ended	3 Months Ended				9 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($)	Sep. 01, 2022 USD ($)	Dec. 31, 2021 USD ($)	Mar. 31, 2024 USD ($) segment shares	Dec. 31, 2023 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2022 USD ($)	Mar. 31, 2024 USD ($) shares	Mar. 31, 2023 USD ($)	Jun. 30, 2023 USD ($) shares
Number of Operating Segments | segment				2
Proceeds from sale of Eminence								$ 0	$ 17,824
Revenues, net				$ 303,428		$ 294,146		852,961	835,382
Gain on sale of Eminence								0	11,682
Gain (loss) on equity method investment				(1,747)				(5,950)
Investment in Wilson Wolf									232,000
Positions eliminated during the period as a percentage					4.00%
Current liabilities attributable to disposal group held for sale				$ 689				689		$ 0
Impairment of Long-Lived Assets to be Disposed of								$ 6,038	$ 0
Common stock, shares authorized (in shares) | shares				400,000,000				400,000,000		400,000,000
Eminence Biotechnology
Proceeds from sale of Eminence		$ 17,800
Protein Sciences
Goodwill attributable to disposal group held for sale					$ 1,400
Current liabilities attributable to disposal group held for sale				$ 700				$ 700
Pre-tax restructuring charges								220		$ 1,700
Protein Sciences | Current Assets, Held For Sale
Inventory attributable to disposal group				11,200				11,200
Property, plant and equipment attributable to disposal group held for sale				5,600				5,600
Intangible assets, excluding goodwill, attributable to disposal group held for sale				14,300				14,300
Protein Sciences | Eminence Biotechnology
Revenues, net							$ 2,000
Wilson Wolf Corporation
Investment percentage	19.90%					19.90%			19.90%
Gain (loss) on equity method investment				(1,700)				(6,000)
Investment amount				$ 248,000				$ 248,000		256,000
Payments to Acquire Investments	$ 232,000		$ 25,000
Forward Contract, Milestone, Multiple for Total Expected Payments				4.4				4.4
Wilson Wolf Corporation | First Part of Forward Contract
Forward Contract, Milestone, Annual Revenue Required				$ 92,000				$ 92,000
Forward Contract, Milestone, Annual EBITDA				55,000				55,000
Wilson Wolf Corporation | Second Part of Forward Contract
Forward Contract, Milestone, Annual Revenue Required				226,000				226,000
Forward Contract, Milestone, Annual EBITDA				136,000				136,000
Forward Contract, Additional Investment				$ 1,000,000				1,000,000
Selling, General and Administrative Expenses | Protein Sciences
Asset Impairment Charges								$ 6,000
QT Holdings Corporation | Protein Sciences
Pre-tax restructuring charges										$ 2,200
Eminence Biotechnology | Nonoperating Income (Expense)
Gain on sale of Eminence							$ 11,700

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Basis of Presentation and Summary of Significant Accounting Policies - Restructuring Charges (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended		12 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2022	Mar. 31, 2024	Jun. 30, 2023	Jun. 30, 2023
Restructuring costs, net of adjustments	$ 1,550			$ 12,974
Accrued restructuring actions balances	3,761
Restructuring costs	1,273	$ 11,424
Cash payments	(3,239)	(1,434)
Non-cash adjustments	(843)	(6,229)
Adjustments	277
Accrued restructuring actions balances	1,229	3,761		1,229
Corporate
Restructuring costs, net of adjustments	253			1,478
Diagnostics and Genomics
Restructuring costs, net of adjustments	355			1,094
Protein Sciences
Restructuring costs, net of adjustments	942			10,402
Protein Sciences | QT Holdings Corporation
Restructuring costs			$ 2,170
Cash payments					$ (2,005)
Adjustments					(165)
Cost of Sales
Restructuring costs, net of adjustments	647			1,821
Selling, General and Administrative Expenses
Restructuring costs, net of adjustments	903			11,153
Selling, General and Administrative Expenses | Protein Sciences | QT Holdings Corporation
Restructuring costs						$ 2,170
Employee severance
Restructuring costs, net of adjustments	410			5,292
Accrued restructuring actions balances	3,625
Restructuring costs	133	4,882
Cash payments	(2,806)	(1,257)
Adjustments	277
Accrued restructuring actions balances	1,229	3,625		1,229
Employee severance | Corporate
Restructuring costs, net of adjustments	117			1,310
Employee severance | Diagnostics and Genomics
Restructuring costs, net of adjustments	265			1,004
Employee severance | Protein Sciences
Restructuring costs, net of adjustments	28			2,978
Accrued restructuring actions balances				897
Restructuring costs						1,677
Cash payments				(1,006)		(762)
Adjustments				221		18
Accrued restructuring actions balances	112			112	897	897
Employee severance | Protein Sciences | QT Holdings Corporation
Restructuring costs			1,328
Cash payments					(1,233)
Adjustments					(95)
Employee severance | Selling, General and Administrative Expenses | Protein Sciences | QT Holdings Corporation
Restructuring costs						1,328
Asset-related and other
Restructuring costs, net of adjustments	1,140			1,644
Accrued restructuring actions balances	136
Restructuring costs	1,140	504
Cash payments	(433)	(177)
Non-cash adjustments	(843)	(191)
Accrued restructuring actions balances		136
Asset-related and other | Corporate
Restructuring costs, net of adjustments	136			168
Asset-related and other | Diagnostics and Genomics
Restructuring costs, net of adjustments	90			90
Asset-related and other | Protein Sciences
Restructuring costs, net of adjustments	$ 914			1,386
Impairment of assets held-for-sale
Restructuring costs, net of adjustments				6,038
Restructuring costs		6,038
Non-cash adjustments		$ (6,038)
Impairment of assets held-for-sale | Protein Sciences
Restructuring costs, net of adjustments				$ 6,038
Asset impairment and other | Protein Sciences | QT Holdings Corporation
Restructuring costs			$ 842
Cash payments					(772)
Adjustments					$ (70)
Asset impairment and other | Selling, General and Administrative Expenses | Protein Sciences | QT Holdings Corporation
Restructuring costs						$ 842

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Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2024	Jun. 30, 2023
Revenue Recognition
Contract with Customer, Liability, Total	$ 32.0	$ 32.0	$ 24.6
Contract with Customer, Liability, Revenue Recognized	$ 3.2	$ 19.5

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Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Revenues, net	$ 303,428	$ 294,146	$ 852,961	$ 835,382
United States
Revenues, net	173,315	163,197	480,213	467,633
EMEA, excluding United Kingdom
Revenues, net	60,533	59,702	177,866	160,246
United Kingdom
Revenues, net	15,122	13,811	38,249	36,385
APAC, excluding Greater China
Revenues, net	18,253	20,159	54,645	55,592
Greater China
Revenues, net	25,598	26,256	75,542	88,103
Rest of World
Revenues, net	10,607	11,021	26,446	27,423
Consumables
Revenues, net	246,732	240,659	682,405	674,419
Instruments
Revenues, net	26,493	25,449	81,178	84,208
Services
Revenues, net	25,501	23,312	71,084	60,609
Product and Services
Revenues, net	298,726	289,420	834,667	819,236
Royalty revenues
Revenues, net	$ 4,702	$ 4,726	$ 18,294	$ 16,146

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Selected Balance Sheet Data - Narrative (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Other Noncurrent Assets
Inventory, Finished Goods, Net of Reserves, Non-current	$ 5,404	$ 5,387

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Selected Balance Sheet Data - Inventories (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Selected Balance Sheet Data
Raw materials	$ 80,524	$ 84,551
Finished goods	104,376	92,474
Inventories, net	$ 184,900	$ 177,025

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Selected Balance Sheet Data - Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Property and equipment, cost	$ 495,627	$ 459,912
Accumulated depreciation and amortization	(251,899)	(233,712)
Property and equipment, net	243,728	226,200
Land
Property and equipment, cost	8,159	9,100
Building and improvements
Property and equipment, cost	243,567	245,302
Machinery and equipment
Property and equipment, cost	209,252	190,019
Construction in progress
Property and equipment, cost	$ 34,649	$ 15,491

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Selected Balance Sheet Data - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Definite-lived intangibles assets	$ 1,031,794	$ 992,515
Accumulated amortization	(528,066)	(480,570)
Definite-lived intangibles assets, net	503,728	511,945
In process research and development	22,700	22,700
Total intangible assets, net	526,428	534,645
Developed technologies
Definite-lived intangibles assets	652,788	616,311
Trade names
Definite-lived intangibles assets	151,631	146,945
Customer relationships
Definite-lived intangibles assets	211,354	213,878
Patents
Definite-lived intangibles assets	4,149	3,815
Other intangibles
Definite-lived intangibles assets	$ 11,872	$ 11,566

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Selected Balance Sheet Data - Changes to Carrying Amount of Net Intangible Assets (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2024 USD ($)
Selected Balance Sheet Data
Beginning balance	$ 534,645
Acquisitions	66,400
Other additions	619
Held-for-sale intangibles	(14,323)
Amortization expense	(60,056)
Currency translation	(857)
Ending balance	$ 526,428

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Selected Balance Sheet Data - Estimated Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Selected Balance Sheet Data
Remainder 2024	$ 19,525
2025	75,156
2026	71,191
2027	61,027
2028	57,380
Thereafter	219,449
Definite-lived intangibles assets, net	$ 503,728	$ 511,945

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Selected Balance Sheet Data - Changes in Carrying Amount of Goodwill (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2024 USD ($)
Beginning balance	$ 872,737
Acquisitions	102,546
Held-for-sale goodwill	(1,400)
Currency translation	(2,917)
Ending balance	970,966
Protein Sciences
Beginning balance	427,027
Held-for-sale goodwill	(1,400)
Currency translation	(1,526)
Ending balance	424,101
Diagnostics and Genomics
Beginning balance	445,710
Acquisitions	102,546
Currency translation	(1,391)
Ending balance	$ 546,865

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Selected Balance Sheet Data - Other Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Selected Balance Sheet Data
Equity method investment in Wilson Wolf	$ 247,984	$ 255,857
Derivative Instruments	$ 12,028	$ 16,857
Derivative Asset, Statement of Financial Position [Extensible Enumeration]	Other assets	Other assets
Long-term inventory	$ 5,404	$ 5,387
Other	6,724	7,201
Other assets	$ 272,140	$ 285,302

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Acquisitions - Narrative (Details) - Lunaphore Technologies SA. - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Jul. 07, 2023	Mar. 31, 2024	Mar. 31, 2024
Acquisition amount	$ 169,700		$ 169,707
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual		$ 4,400	9,900
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual		$ 6,800	$ 21,000
Developed technologies
Finite-Lived Intangible Asset, Useful Life (Year)		14 years	14 years
Customer relationships
Finite-Lived Intangible Asset, Useful Life (Year)		8 years	8 years
Minimum | Trade names
Finite-Lived Intangible Asset, Useful Life (Year)		4 years	4 years
Maximum | Trade names
Finite-Lived Intangible Asset, Useful Life (Year)		8 years	8 years

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Acquisitions - Preliminary and Final Fair Value of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands		9 Months Ended
	Jul. 07, 2023	Mar. 31, 2024	Jun. 30, 2023
Goodwill		$ 970,966	$ 872,737
Lunaphore Technologies SA.
Current assets		12,155
Equipment and other long-term assets		1,470
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	$ 169,700	169,707
Lunaphore Technologies SA. | Developed technologies
Intangible assets		60,300
Lunaphore Technologies SA. | Trade names
Intangible assets		4,900
Lunaphore Technologies SA. | Customer relationships
Intangible assets		$ 1,200

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Fair Value Measurements - Narrative (Details) $ in Millions	1 Months Ended
	Jul. 31, 2023 USD ($) item	Dec. 31, 2023 USD ($)	Jun. 30, 2023 USD ($)	Mar. 31, 2023 USD ($)	Jul. 01, 2022 USD ($)	May 31, 2021 USD ($)	Apr. 06, 2021 USD ($)
Exchange Traded Investment Grade Bond Funds
Investments, Total			$ 25.0
Investments, Fair Value Disclosure, Total			23.7
Asuragen, Inc.
Contingent consideration			2.0				$ 18.3
Maximum contingent consideration		$ 105.0
Namocell Inc
Contingent consideration			$ 1.5		$ 10.6
Maximum contingent consideration		$ 25.0
Forward starting swaps | Cash flow hedges | Designated as hedging instruments
Derivative, Notional Amount				$ 100.0		$ 200.0
Cross-currency swap | Net investment hedge | Designated as hedging instruments
Derivative, Notional Amount	$ 150.0
Number of interim settlement dates | item	4
Notional amount at maturity	$ 110.0
Decrease in notional amount at each interim date	$ 10.0

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Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Total assets	$ 17,425	$ 40,596
Contingent consideration		3,500
Total liabilities	680	3,500
Cash flow hedges
Derivative instruments - cash flow hedges	12,028	16,857
Net investment hedge
Derivative instruments - net investment hedge	680
Level 1
Total assets	5,397	23,739
Level 2
Total assets		16,857
Level 2 | Cash flow hedges
Derivative instruments - cash flow hedges		16,857
Level 3
Contingent consideration		3,500
Total liabilities		3,500
Exchanged traded investment grade bond funds
Investments, Fair Value Disclosure		23,739
Exchanged traded investment grade bond funds | Level 1
Investments, Fair Value Disclosure		$ 23,739
Certificates of Deposit [Member]
Investments, Fair Value Disclosure	5,397
Certificates of Deposit [Member] | Level 1
Investments, Fair Value Disclosure	$ 5,397

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Fair Value Measurements - Contractual Amounts of the Outstanding Instruments (Details) - Designated as hedging instruments - USD ($) $ in Millions	Mar. 31, 2024	Jun. 30, 2023
Cash flow hedges | Forward starting swaps
Derivative [Line Items]
Fair value of derivative instruments	$ 300	$ 300
Net investment hedge | Cross-currency swap
Derivative [Line Items]
Fair value of derivative instruments	$ 150

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Fair Value Measurements - Pretax Amount Of The Gains And Losses On Our Hedging Instruments And The Classification Of Those Gains And Losses (Details) - Designated as hedging instruments - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
(Gain) Loss Recognized in AOCI
(Gain) Loss Recognized in Accumulated Other Comprehensive Loss	$ (3,288)	$ 3,105	$ 11,911	$ (431)
(Gain) Loss Reclassified into Income	(3,407)	(1,826)	(10,101)	(2,445)
Cash flow hedges | Forward starting swaps
(Gain) Loss Recognized in AOCI
(Gain) Loss Recognized in Accumulated Other Comprehensive Loss	1,626	3,105	9,582	(431)
(Gain) Loss Reclassified into Income	(2,570)	$ (1,826)	(7,729)	$ (2,445)
Net investment hedge | Cross-currency swap
(Gain) Loss Recognized in AOCI
(Gain) Loss Recognized in Accumulated Other Comprehensive Loss	(4,914)		2,329
(Gain) Loss Reclassified into Income	$ (837)		$ (2,372)

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Fair Value Measurements - Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Contingent Consideration - Level 3 - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2024
Fair value at the beginning of period		$ 3,500
Change in fair value of contingent consideration		$ (3,500)
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Selling, general and administrative	Selling, general and administrative

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Debt and Other Financing Arrangements - Narrative (Details) - Amended Credit Agreement - USD ($) $ in Millions	Aug. 31, 2022	Mar. 31, 2024
Line of Credit, Current		$ 389.0
Revolving Credit Facility
Line of Credit Facility, Maximum Borrowing Capacity	$ 1,000.0
Line of Credit Facility, Additional Borrowing Capacity	$ 400.0
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.125%

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Leases - Narrative (Details) $ in Millions	9 Months Ended
	Mar. 31, 2024 USD ($)
Variable Lease, Cost	$ 3.8
Fixed Lease, Cost	$ 13.7
Maximum
Lessee, Operating Lease, Renewal Term (Year)	5 years

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Leases - Balance Sheet Classification (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Jun. 30, 2023
Leases
Operating lease right of use assets	$ 97,258	$ 98,326
Current operating lease liabilities	12,978	11,199
Noncurrent operating lease liabilities	92,752	$ 93,766
Total operating lease liabilities	$ 105,730
Weighted average remaining lease term (in years):	8 years 7 months 28 days
Weighted average discount rate:	4.20%

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Leases - Cash Paid (Details) $ in Thousands	9 Months Ended
	Mar. 31, 2024 USD ($)
Leases
Cash amounts paid on operating lease liabilities	$ 12,352
Right of use assets obtained in exchange for lease liabilities	$ 10,255

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Leases - Fair Value of the Lease Liability by Payment Date (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Leases
Remainder 2024	$ 4,160
2025	16,532
2026	16,646
2027	13,780
2028	13,673
Thereafter	62,951
Total	127,742
Less: Amounts representing interest	22,012
Total lease obligations	$ 105,730

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Supplemental Equity and Accumulated Other Comprehensive Income (Loss) - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Common Stock, dividends, per share, declared (in dollars per share)	$ 0.08	$ 0.24	$ 0.08	$ 0.24
Accumulated Other Comprehensive Income
Deferred income tax			$ 2.9	$ 3.2
Reclassification out of Accumulated Other Comprehensive Income | Accumulated Other Comprehensive Income
Reclassification from accumulated other comprehensive income (loss) to earnings	$ 2.6	$ 1.4	$ 7.7	$ 1.7

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Supplemental Equity and Accumulated Other Comprehensive Income (Loss) - Consolidated Changes in Equity (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2024	Mar. 31, 2023
Balances	$ 1,963,559	$ 1,997,746	$ 1,966,516	$ 1,827,106	$ 1,751,154	$ 1,701,011	$ 1,966,516	$ 1,701,011
Balances (in shares)			157,641,914				157,641,914
Net earnings	49,059	27,465	$ 50,993	70,218	50,005	89,734	$ 127,517	209,958
Other comprehensive income (loss)	(11,646)	14,355	(11,952)	1,574	16,685	(16,762)
Reclassification of cumulative translation adjustment for Eminence to non-operating income	0			0		119	$ 0	$ 119
Elimination of noncontrolling equity interest from sale of Eminence						613
Share repurchases		(80,042)				(19,562)
Common stock issued for exercise of options	15,765	3,841	(2,577)	(8,860)	5,075	(2,005)
Common stock issued for exercise of options (in shares)							1,590,362	1,271,338
Common stock issued for restricted stock awards	(168)	0	(4,767)	(267)	2	(6,427)
Cash dividends	(12,579)	(12,559)	(12,654)	(12,582)	(12,561)	(12,545)
Stock-based compensation expense	8,053	12,413	9,981	9,995	16,413	14,364
Common stock issued to employee stock purchase plan	2,252		2,094	2,389		2,517
Employee stock purchase plan expense	80	340	112	113	333	97
Balances	$ 2,014,375	1,963,559	1,997,746	1,889,686	1,827,106	1,751,154	$ 2,014,375	$ 1,889,686
Balances (in shares)	157,554,366						157,554,366
Common Stock
Balances	$ 1,571	$ 1,584	$ 1,576	$ 1,571	$ 1,569	$ 1,566	$ 1,576	$ 1,566
Balances (in shares)	157,142,000	158,355,000	157,642,000	157,094,000	156,928,000	156,644,000	157,642,000	156,644,000
Share repurchases		$ (14)				$ (2)
Share repurchases (in shares)		(1,397,000)				(222,000)
Common stock issued for exercise of options	$ 4	$ 1	$ 6	$ 2	$ 1	$ 5
Common stock issued for exercise of options (in shares)	372,000	157,000	633,000	201,000	155,000	425,000
Common stock issued for restricted stock awards	$ 0	$ 0	$ 1	$ 0	$ 1	$ 0
Common stock issued for restricted stock awards (in shares)	4,000	27,000	47,000	6,000	11,000	45,000
Common stock issued to employee stock purchase plan	$ 1		$ 1	$ 0		$ 0
Common stock issued to employee stock purchase plan (in shares)	36,000		33,000	38,000		36,000
Balances	$ 1,576	$ 1,571	$ 1,584	$ 1,573	$ 1,571	$ 1,569	$ 1,576	$ 1,573
Balances (in shares)	157,554,000	157,142,000	158,355,000	157,339,000	157,094,000	156,928,000	157,554,000	157,339,000
Additional Paid-in Capital
Balances	$ 764,273	$ 746,606	$ 721,543	$ 700,684	$ 678,863	$ 652,467	$ 721,543	$ 652,467
Common stock issued for exercise of options	15,761	4,914	12,877	1,871	5,074	9,418
Common stock issued for restricted stock awards	0	0	0	0	1	0
Stock-based compensation expense	8,053	12,413	9,981	9,995	16,413	14,364
Common stock issued to employee stock purchase plan	2,251		2,093	2,389		2,517
Employee stock purchase plan expense	80	340	112	113	333	97
Balances	790,418	764,273	746,606	715,052	700,684	678,863	790,418	715,052
Retained Earnings
Balances	1,261,376	1,327,572	1,309,461	1,199,976	1,162,532	1,122,937	1,309,461	1,122,937
Net earnings	49,059	27,465	50,993	70,218	50,005	89,555
Share repurchases		(80,028)				(19,560)
Common stock issued for exercise of options		(1,074)	(15,460)	(10,733)		(11,428)
Common stock issued for restricted stock awards	(168)		(4,768)	(267)		(6,427)
Cash dividends	(12,579)	(12,559)	(12,654)	(12,582)	(12,561)	(12,545)
Balances	1,297,688	1,261,376	1,327,572	1,246,612	1,199,976	1,162,532	1,297,688	1,246,612
Accumulated Other Comprehensive Income
Balances	(63,661)	(78,016)	(66,064)	(75,125)	(91,810)	(75,200)	(66,064)	(75,200)
Other comprehensive income (loss)	(11,646)	14,355	(11,952)	1,574	16,685	(16,762)
Reclassification of cumulative translation adjustment for Eminence to non-operating income						152
Balances	$ (75,307)	$ (63,661)	$ (78,016)	$ (73,551)	$ (75,125)	(91,810)	$ (75,307)	(73,551)
Noncontrolling Interest
Balances						(759)		$ (759)
Net earnings						179
Reclassification of cumulative translation adjustment for Eminence to non-operating income						(33)
Elimination of noncontrolling equity interest from sale of Eminence						$ 613

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Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information - Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Balance			$ 1,966,516
Other comprehensive income (loss), before tax:
Balance	$ 2,014,375		2,014,375
Unrealized Gains (Losses) on Derivative Instruments
Balance	8,842	$ 12,079	12,862	$ 8,069
Other comprehensive income (loss), before tax:
Amounts before reclassifications	(1,626)	(3,105)	(9,582)	431
Amounts reclassified out	2,570	1,826	7,729	2,445
Total other comprehensive income (loss), before tax	944	(1,279)	(1,853)	2,876
Tax (expense)/benefit	(609)	(429)	(1,832)	(574)
Total other comprehensive income (loss), net of tax	335	(1,708)	(3,685)	2,302
Balance	9,177	10,371	9,177	10,371
Foreign Currency Translation Adjustments
Balance	(72,503)	(87,204)	(78,926)	(83,269)
Other comprehensive income (loss), before tax:
Amounts before reclassifications	(12,620)	3,282	(7,368)	(805)
Amounts reclassified out	837	0	2,372	152
Total other comprehensive income (loss), before tax	(11,783)	3,282	(4,996)	(653)
Tax (expense)/benefit	(198)	0	(562)
Total other comprehensive income (loss), net of tax	(11,981)	3,282	(5,558)	(653)
Balance	(84,484)	(83,922)	(84,484)	(83,922)
Accumulated Other Comprehensive Income
Balance	(63,661)	(75,125)	(66,064)	(75,200)
Other comprehensive income (loss), before tax:
Amounts before reclassifications	(14,246)	177	(16,950)	(374)
Amounts reclassified out	3,407	1,826	10,101	2,597
Total other comprehensive income (loss), before tax	(10,839)	2,003	(6,849)	2,223
Tax (expense)/benefit	(807)	(429)	(2,394)	(574)
Total other comprehensive income (loss), net of tax	(11,646)	1,574	(9,243)	1,649
Balance	$ (75,307)	$ (73,551)	$ (75,307)	$ (73,551)

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Earnings Per Share - Narrative (Details) - shares shares in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share
Antidilutive securities excluded from computation of earnings per share, amount (in shares)	4.0	4.5	4.0	4.5

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Earnings Per Share - Shares Used in the Earnings Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended						9 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Sep. 30, 2022	Mar. 31, 2024	Mar. 31, 2023
Earnings Per Share
Net earnings, including noncontrolling interest	$ 49,059	$ 27,465	$ 50,993	$ 70,218	$ 50,005	$ 89,734	$ 127,517	$ 209,958
Less net earnings (loss) attributable to noncontrolling interest	0			0			0	179
Net earnings attributable to Bio-Techne	49,059			70,218			127,517	209,779
Income allocated to participating securities	(5)			(16)			(24)	(52)
Income available to common shareholders	$ 49,054			$ 70,202			$ 127,493	$ 209,727
Weighted-average shares outstanding - basic (in shares)	157,309			157,311			157,655	157,071
Earnings per share - basic (in shares)	$ 0.31			$ 0.45			$ 0.81	$ 1.34
Income available to common shareholders	$ 49,054			$ 70,202			$ 127,493	$ 209,727
Dilutive effect of stock options and restricted stock units (in shares)	3,187			4,304			3,162	4,697
Weighted-average common shares outstanding - diluted (in shares)	160,496			161,615			160,817	161,768
Earnings per share - diluted (in shares)	$ 0.31			$ 0.43			$ 0.79	$ 1.30

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Share-based Compensation (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023	Oct. 30, 2014
Granted, shares (in shares)			1,000,000.0	2,300,000
Granted, weighted average exercise price (in dollars per share)			$ 80.07	$ 93.96
Weighted average fair values (in dollars per share)			$ 27.47	$ 29.58
Common stock issued for exercise of options (in shares)			1,590,362	1,271,338
Common stock issued for exercise of options intrinsic values			$ 73,100	$ 74,100
Unrecognized compensation cost	$ 41,200		$ 41,200
Unrecognized compensation cost, period for recognition (Year)			2 years 2 months 12 days
Employee Stock Purchase Plan 2014
Stock-based compensation expense	100	$ 100	$ 500	500
Number of shares authorized (in shares)					800,000
Selling, General and Administrative Expenses
Stock-based compensation expense	8,100	10,200	31,700	41,500
Cost of Sales
Stock-based compensation expense	$ 100	$ 200	$ 600	$ 800
Restricted Stock Units (RSUs)
Granted, shares (in shares)			353,656	90,352
Granted, weighted average exercise price (in dollars per share)			$ 78.41	$ 93.84
Restricted Stock
Granted, shares (in shares)			27,196	10,816
Granted, weighted average exercise price (in dollars per share)			$ 56.98	$ 73.94

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Other Income / (Expense) - Narrative (Details) - USD ($) $ in Thousands	9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Gain on sale of investments	$ 0	$ 11,682
Exchanged traded investment grade bond funds
Gain on sale of investments	$ 300
Eminence
Gain on sale of investments		11,700
ChemoCentryx
Gain on sale of investments		$ 37,200

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Other Income / (Expense) - Schedule of Components of Other Income (Expense) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Other income (expense).
Interest expense	$ (4,005)	$ (1,367)	$ (13,227)	$ (7,513)
Interest income	712	974	2,418	2,375
Gain (loss) on investment(1)		314	283	50,009
Gain (loss) on equity method investment	(1,747)		(5,950)
Other non-operating income (expense), net	(874)	64	(359)	1,053
Total other income (expense)	$ (5,914)	$ (15)	$ (16,835)	$ 45,924

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Income Taxes (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Effective Income Tax Rate Reconciliation, Percent, Total	19.70%	12.40%	11.50%	16.10%
Income tax expense (benefit), discrete tax items	$ (1.8)	$ (5.7)	$ (16.6)	$ (8.9)
Share-based compensation excess tax benefit	1.9	0.4	13.6	9.5
Income tax expense (benefit), other immaterial discrete tax items, net		(4.7)		(4.5)
China
Income tax expense (benefit), discrete tax items	$ (0.1)	$ (0.6)	$ 3.0	$ 5.1

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Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended			9 Months Ended
	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ 303,428		$ 294,146	$ 852,961	$ 835,382
Operating income	66,998		80,211	160,863	204,419
Costs recognized on sale of acquired inventory				(550)	(400)
Restructuring and restructuring-related costs	(1,273)	$ (11,424)
Corporate general, selling, and administrative expenses	(111,840)		(99,238)	(332,839)	(291,624)
Other Revenues from Business Held for Sale
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	2,093			2,093
Operating Segments
Revenues from External Customers and Long-Lived Assets [Line Items]
Operating income	102,933		110,220	275,966	302,434
Costs recognized on sale of acquired inventory	(186)			(550)	(400)
Amortization of intangibles	(19,287)		(19,286)	(58,908)	(57,694)
Impact of partially-owned consolidated subsidiaries(2)					647
Acquisition related expenses and other	(3,286)		1,333	(2,173)	9,343
Impairment of assets held-for-sale				(6,038)
Stock based compensation, inclusive of employer taxes	(8,358)		(10,543)	(32,810)	(42,879)
Restructuring and restructuring-related costs	(1,550)			(7,157)	(2,950)
Corporate general, selling, and administrative expenses	(3,346)		(1,513)	(7,545)	(4,082)
Impact of business held-for-sale(1)	78			78
Operating Segments | Protein Sciences
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	214,589		218,903	616,914	622,739
Operating income	94,829		98,756	262,777	274,035
Operating Segments | Diagnostics and Genomics
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	87,511		75,669	235,715	213,577
Operating income	8,104		11,464	13,189	28,399
Intersegment Eliminations
Revenues from External Customers and Long-Lived Assets [Line Items]
Revenues, net	$ (765)		$ (426)	$ (1,761)	$ (934)

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 49,059	$ 70,218	$ 127,517	$ 209,779

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Insider Trading Arrangements	3 Months Ended
	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false