--- ticker: TECH company: TECH filing_type: 10-K year_current: 2024 year_prior: 2023 risks_added: 10 risks_removed: 14 risks_modified: 37 risks_unchanged: 36 source: SEC EDGAR url: https://riskdiff.com/tech/2024-vs-2023/ markdown_url: https://riskdiff.com/tech/2024-vs-2023/index.md generated: 2026-06-01 --- # TECH: 10-K Risk Factor Changes 2024 vs 2023 > Source: U.S. Securities and Exchange Commission (EDGAR) > Generated: 2026-06-01 > All data extracted directly from official filings. No hallucinated content. ## Summary | Status | Count | |--------|-------| | New risks added | 10 | | Risks removed | 14 | | Risks modified | 37 | | Unchanged | 36 | --- ## New in Current Filing: Failure to comply with privacy and security laws and regulations could result in fines, penalties and damage to the Company's reputation and have a material adverse effect upon the Company's business, a risk that has been elevated with recent acquisitions that use protected health information and utilize healthcare providers for laboratory resting services. If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties or criminal sanctions. In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health Information Technology for Economic and Clinical Health Act (HITECH), establish comprehensive standards with respect to the use and disclosure of protected health information (PHI) by covered entities, in addition to setting standards to protect the confidentiality, integrity and security of PHI. HIPAA restricts the Company's ability to use or disclose PHI, without patient authorization, for purposes other than payment, treatment or healthcare operations (as defined by HIPAA), except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. If the laboratory operations use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties. ​ 29 29 Table of ContentsITEM 1B. UNRESOLVED STAFF COMMENTSThere are no unresolved staff comments as of the date of this report.ITEM 1C. CYBERSECURITYCybersecurity Governance and OversightBio-Techne's cybersecurity program is led by the Company's Chief Information Security Officer ("CISO"), with day-to-day management and administration of our cybersecurity program performed by the IT Security Operations team. The CISO reports to the Chief Information Officer ("CIO"), and the CIO reports to the Chief Executive Officer. The CISO is supported by the Incident Response Team ("IRT"), a multi-disciplinary management committee comprising senior members from the Security Operations Team, legal, finance, internal audit and other functions. The IRT supports the CISO and CIO in supporting and reviewing information security risks and in the event of a cybersecurity incident provides leadership with respect to incident response, investigation, mitigation and remediation. ​In addition to leadership and support within management, we also work with security service providers to monitor for vulnerabilities and threats, and which are reported to the Security Operations team. All employees are trained and tested annually on cybersecurity risks, and we continually perform simulated phishing exercises with a focus on roles and functions with access to sensitive company and financial information. We also conduct periodic tabletop exercises for key personnel involved in cybersecurity risk management, including the IRT.​Our Board of Directors ("Board") holds overall oversight responsibility for the Company's strategy and risk management, including in relation to cybersecurity risks. The Board exercises its oversight function through the Audit Committee, which oversees the management of risk exposure across various areas, including data security risks, in accordance with its charter. In addition, the Audit Committee is specifically responsible for the review and approval of any cybersecurity incident disclosure, as set forth in the Committee's charter. In the event of a potentially significant cybersecurity incident, the Audit Committee's charter requires that management promptly communicate and consult with the Audit Committee. ​Bio-Techne's General Counsel updates the Audit Committee multiple times per year regarding Bio-Techne's cybersecurity programs, including regularly-tracked metrics on incident response, internal security testing, and measures implemented to monitor and address cybersecurity risks and threats, as appropriate. The Audit Committee regularly updates the full Board on these matters. In addition, the CISO and/or CIO provides the full Board with a thorough review of the Company's cybersecurity program, including current status, industry risks and exposure, and future strategy. ​Based on the information we have as of the date of this Annual Report, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect Bio-Techne, including our business strategy, results of operations or financial condition. However, please see Item 1A. Risk Factors - "A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements." ​Cybersecurity Risk Management and Strategy Bio-Techne's cybersecurity strategy is to maintain and fortify a secure, actively-monitored environment for our and our customers' data that complies with legal requirements [and industry best practice] while supporting our and our customers' business needs. Our cybersecurity program follows industry standards and best practice for preventing, detecting, remediating, and mitigating potential cybersecurity threats, including regular processes to identify, evaluate and manage potential risks. ​30 Table of Contents Table of Contents Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTSThere are no unresolved staff comments as of the date of this report.ITEM 1C. CYBERSECURITYCybersecurity Governance and OversightBio-Techne's cybersecurity program is led by the Company's Chief Information Security Officer ("CISO"), with day-to-day management and administration of our cybersecurity program performed by the IT Security Operations team. The CISO reports to the Chief Information Officer ("CIO"), and the CIO reports to the Chief Executive Officer. The CISO is supported by the Incident Response Team ("IRT"), a multi-disciplinary management committee comprising senior members from the Security Operations Team, legal, finance, internal audit and other functions. The IRT supports the CISO and CIO in supporting and reviewing information security risks and in the event of a cybersecurity incident provides leadership with respect to incident response, investigation, mitigation and remediation. ​In addition to leadership and support within management, we also work with security service providers to monitor for vulnerabilities and threats, and which are reported to the Security Operations team. All employees are trained and tested annually on cybersecurity risks, and we continually perform simulated phishing exercises with a focus on roles and functions with access to sensitive company and financial information. We also conduct periodic tabletop exercises for key personnel involved in cybersecurity risk management, including the IRT.​Our Board of Directors ("Board") holds overall oversight responsibility for the Company's strategy and risk management, including in relation to cybersecurity risks. The Board exercises its oversight function through the Audit Committee, which oversees the management of risk exposure across various areas, including data security risks, in accordance with its charter. In addition, the Audit Committee is specifically responsible for the review and approval of any cybersecurity incident disclosure, as set forth in the Committee's charter. In the event of a potentially significant cybersecurity incident, the Audit Committee's charter requires that management promptly communicate and consult with the Audit Committee. ​Bio-Techne's General Counsel updates the Audit Committee multiple times per year regarding Bio-Techne's cybersecurity programs, including regularly-tracked metrics on incident response, internal security testing, and measures implemented to monitor and address cybersecurity risks and threats, as appropriate. The Audit Committee regularly updates the full Board on these matters. In addition, the CISO and/or CIO provides the full Board with a thorough review of the Company's cybersecurity program, including current status, industry risks and exposure, and future strategy. ​Based on the information we have as of the date of this Annual Report, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect Bio-Techne, including our business strategy, results of operations or financial condition. However, please see Item 1A. Risk Factors - "A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements." ​Cybersecurity Risk Management and Strategy Bio-Techne's cybersecurity strategy is to maintain and fortify a secure, actively-monitored environment for our and our customers' data that complies with legal requirements [and industry best practice] while supporting our and our customers' business needs. Our cybersecurity program follows industry standards and best practice for preventing, detecting, remediating, and mitigating potential cybersecurity threats, including regular processes to identify, evaluate and manage potential risks. ​ ITEM 1B. UNRESOLVED STAFF COMMENTS There are no unresolved staff comments as of the date of this report. ITEM 1C. CYBERSECURITY --- ## New in Current Filing: Cybersecurity Governance and Oversight Bio-Techne's cybersecurity program is led by the Company's Chief Information Security Officer ("CISO"), with day-to-day management and administration of our cybersecurity program performed by the IT Security Operations team. The CISO reports to the Chief Information Officer ("CIO"), and the CIO reports to the Chief Executive Officer. The CISO is supported by the Incident Response Team ("IRT"), a multi-disciplinary management committee comprising senior members from the Security Operations Team, legal, finance, internal audit and other functions. The IRT supports the CISO and CIO in supporting and reviewing information security risks and in the event of a cybersecurity incident provides leadership with respect to incident response, investigation, mitigation and remediation. ​ In addition to leadership and support within management, we also work with security service providers to monitor for vulnerabilities and threats, and which are reported to the Security Operations team. All employees are trained and tested annually on cybersecurity risks, and we continually perform simulated phishing exercises with a focus on roles and functions with access to sensitive company and financial information. We also conduct periodic tabletop exercises for key personnel involved in cybersecurity risk management, including the IRT. ​ Our Board of Directors ("Board") holds overall oversight responsibility for the Company's strategy and risk management, including in relation to cybersecurity risks. The Board exercises its oversight function through the Audit Committee, which oversees the management of risk exposure across various areas, including data security risks, in accordance with its charter. In addition, the Audit Committee is specifically responsible for the review and approval of any cybersecurity incident disclosure, as set forth in the Committee's charter. In the event of a potentially significant cybersecurity incident, the Audit Committee's charter requires that management promptly communicate and consult with the Audit Committee. ​ Bio-Techne's General Counsel updates the Audit Committee multiple times per year regarding Bio-Techne's cybersecurity programs, including regularly-tracked metrics on incident response, internal security testing, and measures implemented to monitor and address cybersecurity risks and threats, as appropriate. The Audit Committee regularly updates the full Board on these matters. In addition, the CISO and/or CIO provides the full Board with a thorough review of the Company's cybersecurity program, including current status, industry risks and exposure, and future strategy. ​ Based on the information we have as of the date of this Annual Report, we do not believe any risks from cybersecurity threats have materially affected or are reasonably likely to materially affect Bio-Techne, including our business strategy, results of operations or financial condition. However, please see Item 1A. Risk Factors - "A significant disruption in, or breach of security of, our information technology systems or data, or violation of data privacy laws, could result in damage to our reputation, data integrity and/or subject us to costs, fines, or lawsuits under data privacy or other laws or contractual requirements." ​ --- ## New in Current Filing: Square Feet ​ ​ ​ ​ ​ ​ ​ Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000 PrimeGene Shanghai, China Office/manufacturing/lab 59,300 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 ProteinSimple Ltd. Ottawa, Canada Office/manufacturing/warehouse 10,800 Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900 Bio-Techne France Rennes, France Office/warehouse 11,000 Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400 Asuragen Austin, Texas Office/manufacturing/warehouse 47,400 Bio-Techne Ireland ​ Dublin, Ireland ​ Warehouse ​ 25,000 Lunaphore ​ Tolochenaz, Switzerland ​ Office/manufacturing/warehouse ​ 24,985 ​ ​ ITEM 3. LEGAL PROCEEDINGS As of August 16, 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 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER --- ## New in Current Filing: Holders of Common Stock and Dividends Paid As of August 16, 2024, there were over 160,000 beneficial shareholders of the Company's common stock and over 110 shareholders of record. The Company paid annual cash dividends totaling $50.4 million, $50.3 million, and $50.2 million in fiscal 2024, 2023, and 2022, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future. On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 31, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder. 32 32 Table of ContentsIssuer Purchases of Equity SecuritiesThe 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 $400 million in stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal year 2024. ​​​​​​​​​​​Period​Total Number of Shares Purchased​​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or ProgramsJuly 1 - July 31, 2023​ - ​$ - ​ - ​$ 260,780,968August 1 - August 31, 2023​ - ​​ - ​ - ​​ 260,780,968September 1 - September 30, 2023​ - ​​ - ​ - ​​ 260,780,968 July 1 - September 30, 2023​ - ​​ - ​ - ​​​October 1 - 31, 2023​ - ​​ - ​ - ​​ 260,780,968November 1 - 30, 2023 1,397,471​​ 57.28​ 1,397,471​​ 180,739,094December 1 - 31, 2023​ - ​​ - ​ - ​​ 180,739,094 October 1 - December 31, 2023​ 1,397,471​​ 57.28​ 1,397,471​​​January 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094February 1 - 29, 2024 - ​​ - ​ - ​​ 180,739,094March 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094 January 1 - March 31, 2024​ - ​​ - ​ - ​​​April 1 - 30, 2024​ - ​​ - ​ - ​​ 180,739,094May 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094June 1 - 30, 2024​ - ​​ - ​ - ​​ 180,739,094 April 1 - June 30, 2024​ - ​​ - ​ - ​​​ July 1, 2023 - June 30, 2024​ 1,397,471​​ 57.28​ 1,397,471​​​​​33 Table of Contents Table of Contents Table of Contents Issuer Purchases of Equity SecuritiesThe 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 $400 million in stock. The table below sets forth certain information regarding our purchases of common stock in open market transactions during fiscal year 2024. ​​​​​​​​​​​Period​Total Number of Shares Purchased​​Average Price Paid per Share​Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs​​Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or ProgramsJuly 1 - July 31, 2023​ - ​$ - ​ - ​$ 260,780,968August 1 - August 31, 2023​ - ​​ - ​ - ​​ 260,780,968September 1 - September 30, 2023​ - ​​ - ​ - ​​ 260,780,968 July 1 - September 30, 2023​ - ​​ - ​ - ​​​October 1 - 31, 2023​ - ​​ - ​ - ​​ 260,780,968November 1 - 30, 2023 1,397,471​​ 57.28​ 1,397,471​​ 180,739,094December 1 - 31, 2023​ - ​​ - ​ - ​​ 180,739,094 October 1 - December 31, 2023​ 1,397,471​​ 57.28​ 1,397,471​​​January 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094February 1 - 29, 2024 - ​​ - ​ - ​​ 180,739,094March 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094 January 1 - March 31, 2024​ - ​​ - ​ - ​​​April 1 - 30, 2024​ - ​​ - ​ - ​​ 180,739,094May 1 - 31, 2024​ - ​​ - ​ - ​​ 180,739,094June 1 - 30, 2024​ - ​​ - ​ - ​​ 180,739,094 April 1 - June 30, 2024​ - ​​ - ​ - ​​​ July 1, 2023 - June 30, 2024​ 1,397,471​​ 57.28​ 1,397,471​​​​​ --- ## New in Current Filing: Issuer Purchases of Equity Securities 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 ​ - ​ ​ - ​ - ​ ​ ​ April 1 - 30, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 May 1 - 31, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 June 1 - 30, 2024 ​ - ​ ​ - ​ - ​ ​ 180,739,094 April 1 - June 30, 2024 ​ - ​ ​ - ​ - ​ ​ ​ July 1, 2023 - June 30, 2024 ​ 1,397,471 ​ ​ 57.28 ​ 1,397,471 ​ ​ ​ ​ ​ 33 33 Table of ContentsStock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2018 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​​​​34 Table of Contents Table of Contents Table of Contents Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2018 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​​​​ --- ## New in Current Filing: Year Ended June 30, ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## New in Current Filing: Cash Flows From Investing Activities We continue to make investments in our business, including capital expenditures to enable revenue growth. During fiscal year 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal year 2023, the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal year 2022. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2024 or 2022. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in fiscal 2024 and 2022. The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2024, 2023, and 2022 were $22.6 million, $14.7 million, and $(26.9) million, respectively. During fiscal year 2024, the Company's proceeds in available-for-sale investments relates to the sale of our exchange traded investment grade bond funds. The proceeds during fiscal year 2023 relates to the sale of excess cash in certificates of deposit that matured. The outflow of cash in fiscal year 2022 compared to fiscal year 2024 and fiscal year 2023 was driven by the purchase of the exchange traded investment grade bond funds in fiscal year 2022, which had a cost basis of $25.0 million, that did not reoccur in the comparative periods. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible. Capital additions in fiscal year 2024, 2023, and 2022 were $62.9 million, $38.2 million, and $44.9 million. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2025 are approximately $48 million and are expected to be financed through currently available cash and cash generated from operations. During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of June 30, 2024, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. During fiscal 2024, the Company received tax distributions from Wilson Wolf of $7.0 million. --- ## New in Current Filing: CRITICAL ACCOUNTING POLICIES Management's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. --- ## New in Current Filing: SUBSEQUENT EVENTS On July 23, 2024, the Company invested $15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume. --- ## New in Current Filing: 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 June 30, 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 June 30, 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 June 30, 2024 and June 30, 2023 were approximately $30.2 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the year ended June 30, 2024 were approximately $20.9 million. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping 63 63 Table of Contentsand handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​​2024 2023 2022Consumables​$ 928,180​$ 917,733​$ 890,874Instruments​ 108,270​ 112,085​ 120,758Services​ 99,265​ 85,784​ 71,988Total product and services revenue, net​ 1,135,715​$ 1,115,602​ 1,083,620Royalty revenues​ 23,345​ 21,100​ 21,979Total revenues, net​$ 1,159,060​$ 1,136,702​$ 1,105,599​​Revenue by geography (in thousands):​​​​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​2024 2023 2022​​​ ​ ​ United States​$ 657,747​$ 642,465​$ 614,107EMEA, excluding United Kingdom​ 241,432​ 220,230​ 219,055United Kingdom​ 50,012​ 49,457​ 48,637APAC, excluding Greater China​ 73,904​ 73,190​ 76,139Greater China​ 99,467​ 113,868​ 112,438Rest of World​ 36,498​ 37,492​ 35,223Net sales​$ 1,159,060​$ 1,136,702​$ 1,105,599​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023​​​​​​​Raw materials​$ 79,377​$ 84,551Finished goods(1)​ 106,072​ 92,474Inventories, net​$ 185,449​$ 177,025(1)Finished goods inventory of $5,718 and $5,387 is included within Other assets in the June 30, 2024 and June 30, 2023 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.64 Table of Contents Table of Contents Table of Contents and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​​​Year ended June 30, ​​2024 2023 2022Consumables​$ 928,180​$ 917,733​$ 890,874Instruments​ 108,270​ 112,085​ 120,758Services​ 99,265​ 85,784​ 71,988Total product and services revenue, net​ 1,135,715​$ 1,115,602​ 1,083,620Royalty revenues​ 23,345​ 21,100​ 21,979Total revenues, net​$ 1,159,060​$ 1,136,702​$ 1,105,599​​Revenue by geography (in thousands):​​​​​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​2024 2023 2022​​​ ​ ​ United States​$ 657,747​$ 642,465​$ 614,107EMEA, excluding United Kingdom​ 241,432​ 220,230​ 219,055United Kingdom​ 50,012​ 49,457​ 48,637APAC, excluding Greater China​ 73,904​ 73,190​ 76,139Greater China​ 99,467​ 113,868​ 112,438Rest of World​ 36,498​ 37,492​ 35,223Net sales​$ 1,159,060​$ 1,136,702​$ 1,105,599​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023​​​​​​​Raw materials​$ 79,377​$ 84,551Finished goods(1)​ 106,072​ 92,474Inventories, net​$ 185,449​$ 177,025(1)Finished goods inventory of $5,718 and $5,387 is included within Other assets in the June 30, 2024 and June 30, 2023 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Square Feet *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* ​ ​ ​ ​ ​ ​ ​ Bio-Techne Ltd Langley, United Kingdom Warehouse 12,000 Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200 Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000 PrimeGene Shanghai, China Office/manufacturing/lab 79,900 Bionostics Devens, Massachusetts Office/manufacturing 70,000 Novus Biologicals Centennial, Colorado Office/warehouse 74,000 ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000 ProteinSimple Ltd. Ottawa, Canada Office/manufacturing/warehouse 10,800 CyVek Wallingford, Connecticut Office/manufacturing/warehouse 22,700 Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800 Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900 Bio-Techne France Rennes, France Office/warehouse 11,000 Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400 R&D Systems Minneapolis, Minnesota Office/manufacturing/warehouse 10,700 Asuragen Austin, Texas Office/manufacturing/warehouse 47,400 Bio-Techne Ireland ​ Dublin, Ireland ​ Warehouse ​ 25,000 ​ ITEM 3. LEGAL PROCEEDINGS As of August 18, 2023, 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. 30 30 Table of ContentsITEM 4. MINE SAFETY DISCLOSURESNot applicable.PART IIITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe Company's common stock is listed on the NASDAQ stock exchange under the symbol "TECH". Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29,2022. See Note 1 for details. Holders of Common Stock and Dividends PaidAs of August 16, 2023, there were over 150,000 beneficial shareholders of the Company's common stock and over 140 shareholders of record. The Company paid annual cash dividends totaling $50.3 million, $50.2 million, and $49.6 million in fiscal 2023, 2022, and 2021, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 1, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.Issuer Purchases of Equity SecuritiesDuring the years ended June 30, 2023 and June 30, 2022, the Company repurchased 222,000 shares of its common stock at an average share price of $88.12 and 1,576,952 shares at an average share price of $102.06, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 1,220,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. In fiscal 2023, the Company repurchased 222,000 for $19.6 million also under the new share repurchase plan. As of June 30, 2023, the Company had $260.8 million available to repurchase under our existing plan.Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​31 Table of Contents Table of Contents Table of Contents ITEM 4. MINE SAFETY DISCLOSURESNot applicable.PART IIITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe Company's common stock is listed on the NASDAQ stock exchange under the symbol "TECH". Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29,2022. See Note 1 for details. Holders of Common Stock and Dividends PaidAs of August 16, 2023, there were over 150,000 beneficial shareholders of the Company's common stock and over 140 shareholders of record. The Company paid annual cash dividends totaling $50.3 million, $50.2 million, and $49.6 million in fiscal 2023, 2022, and 2021, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 1, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.Issuer Purchases of Equity SecuritiesDuring the years ended June 30, 2023 and June 30, 2022, the Company repurchased 222,000 shares of its common stock at an average share price of $88.12 and 1,576,952 shares at an average share price of $102.06, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 1,220,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. In fiscal 2023, the Company repurchased 222,000 for $19.6 million also under the new share repurchase plan. As of June 30, 2023, the Company had $260.8 million available to repurchase under our existing plan.Stock Performance GraphThe following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​ ITEM 4. MINE SAFETY DISCLOSURES Not applicable. PART II ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER --- ## No Match in Current: Holders of Common Stock and Dividends Paid *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* As of August 16, 2023, there were over 150,000 beneficial shareholders of the Company's common stock and over 140 shareholders of record. The Company paid annual cash dividends totaling $50.3 million, $50.2 million, and $49.6 million in fiscal 2023, 2022, and 2021, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future. On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 1, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder. --- ## No Match in Current: Issuer Purchases of Equity Securities *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* During the years ended June 30, 2023 and June 30, 2022, the Company repurchased 222,000 shares of its common stock at an average share price of $88.12 and 1,576,952 shares at an average share price of $102.06, respectively. The Company's previous share repurchase plan, implemented in fiscal 2019, granted management the discretion to mitigate the dilutive effect of stock option exercises for fiscal 2018, which then increases in each period subsequent to June 30, 2018 for additional dilutive impacts of stock options exercised in those future periods. On February 2, 2022, the Company replaced the prior share repurchase plan with a new share repurchase plan that authorizes the Company to purchase up to $400 million in stock. The Company repurchased 356,952 shares for $41.3 million in fiscal 2022 under the previous plan. The Company repurchased 1,220,000 shares for $119.7 million in fiscal 2022 under the new share repurchase plan. In fiscal 2023, the Company repurchased 222,000 for $19.6 million also under the new share repurchase plan. As of June 30, 2023, the Company had $260.8 million available to repurchase under our existing plan. --- ## No Match in Current: Year Ended June 30, *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Year Ended June 30, *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Cash Flows From Operating Activities *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* The Company generated cash from operations of $254.4 million, $325.3 million, and $352.2 million in fiscal 2023, 2022, and 2021 respectively. The decrease in cash generated from operating activities in fiscal 2023 as compared to fiscal 2022 was mainly a result of changes in net earnings and changes in the timing of cash payments on certain operating assets and liabilities. The decrease in cash generated from operating activities in fiscal 2022 as compared to fiscal 2021 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities, largely offset by an increase in year over year net earnings. --- ## No Match in Current: Cash Flows From Financing Activities *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* In fiscal 2023, 2022, and 2021, the Company paid cash dividends of $50.3 million, $50.2 million, $49.6 million, respectively. The Board of Directors periodically considers the payment of cash dividends. The Company received $29.8 million, $77.2 million, $65.1 million, for the exercise of options for 1,578,000, 2,450,000, and 2,509,000 shares of common stock in fiscal 2023, 2022 and 2021, respectively. During fiscal 2023, 2022, and 2021, the Company repurchased $19.6 million, $161.0 million, and $43.2 million, respectively, in share repurchases included as a cash outflow within Financing Activities. During fiscal 2023, 2022, and 2021, the Company drew $619.7 million, $90.0 million, and $256.0 million, respectively, under its revolving line-of-credit facility. Repayments of $525.7 million, $175.5 million, and $271.5 million were made on its line-of-credit in fiscal 2023, 2022, and 2021, respectively. There were no payments during fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activities During fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows. The increase in other financing activity during fiscal 2023 compared to fiscal 2022 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. --- ## No Match in Current: Noncontrolling *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* ​ ​ ​ ​ ​ Shares(1) ​ Amount(1) ​ Capital(1) ​ Earnings(1) ​ --- ## No Match in Current: Recently Adopted Accounting Pronouncements *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendment in this update replaced the previous incurred loss impairment methodology with a methodology that reflects expected credit losses on financial instruments within its scope, including trade and loan receivables and available-for-sale debt securities. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. The Company adopted this standard on July 1, 2020 using a modified retrospective transition approach with a cumulative impact of $0.3 million to retained earnings. The adoption of this ASU did not have a material impact on the Company's financial statements as the Company's primary financial instruments impacted by the ASU were trade accounts receivable, where we have high historical and expected future collections due to the length of receivables and the credit quality of our customers. In March 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting and in January 2021 issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope. These ASUs provide expedients and exceptions to existing guidance on contract modifications and hedge accounting that is optional to facilitate the market transition from a reference rate, including LIBOR which was phased out in 2021, to a new reference rate. The provisions of the ASUs impact contract modifications and other changes that occur while LIBOR is phased out. The Company adopted the optional relief guidance provided within these ASUs in the fourth quarter of fiscal 2021. The Company's current debt and derivative instruments utilize SOFR as the reference rate. The adoption of the standard did not impact our financial results for fiscal 2022 or fiscal 2023. --- ## No Match in Current: Note 6. Debt and Other Financing Arrangements: *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* On August 31, 2022, the Company entered into an amended and restated Credit Agreement (the Amended Credit Agreement). This replaced the revolving line-of-credit and term loan (the prior Credit Agreement), which provided for a revolving credit facility of $600.0 million and could be increased by an additional $200.0 million subject to certain 68 68 Table of Contentsconditions, and a term loan of $250.0 million. The prior Credit Agreement was bearing interest at a variable rate and would have matured on August 1, 2023. The Amended 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 Amended Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. At the closing on August 31, 2022, the Company borrowed approximately $350 million pursuant to the Amended Credit Agreement for working capital and for payment of outstanding debt under the Company's prior credit agreement that was entered into on August 1, 2018. Borrowings under the Amended 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 10 basis points. The amended and restated Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2023, the outstanding balance under the Credit Agreement was $350.0 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 determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2023, the Company recognized $4.4 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2023, the Company also recognized $15.9 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income.The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands):​​​​​​​​​ ​​ As of​​​​​June 30, ​​Balance Sheet Classification​2023Operating leases: ​ ​ ​Operating lease right of use assets ​Right of Use Asset​$ 98,326​​​​​​​​Current operating lease liabilities ​Operating lease liabilities - current​$ 11,199Noncurrent operating lease liabilities ​Operating lease liabilities​ 93,766Total operating lease liabilities​​​​$ 104,965​​​​​​​​Weighted average remaining lease term (in years):​ ​​ 9.33​​​​​​​​Weighted average discount rate (%):​ ​​ 4.27​69 Table of Contents Table of Contents Table of Contents conditions, and a term loan of $250.0 million. The prior Credit Agreement was bearing interest at a variable rate and would have matured on August 1, 2023. The Amended 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 Amended Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. At the closing on August 31, 2022, the Company borrowed approximately $350 million pursuant to the Amended Credit Agreement for working capital and for payment of outstanding debt under the Company's prior credit agreement that was entered into on August 1, 2018. Borrowings under the Amended 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 10 basis points. The amended and restated Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2023, the outstanding balance under the Credit Agreement was $350.0 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 determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments.Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2023, the Company recognized $4.4 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2023, the Company also recognized $15.9 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income.The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands):​​​​​​​​​ ​​ As of​​​​​June 30, ​​Balance Sheet Classification​2023Operating leases: ​ ​ ​Operating lease right of use assets ​Right of Use Asset​$ 98,326​​​​​​​​Current operating lease liabilities ​Operating lease liabilities - current​$ 11,199Noncurrent operating lease liabilities ​Operating lease liabilities​ 93,766Total operating lease liabilities​​​​$ 104,965​​​​​​​​Weighted average remaining lease term (in years):​ ​​ 9.33​​​​​​​​Weighted average discount rate (%):​ ​​ 4.27​ conditions, and a term loan of $250.0 million. The prior Credit Agreement was bearing interest at a variable rate and would have matured on August 1, 2023. The Amended 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 Amended Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. At the closing on August 31, 2022, the Company borrowed approximately $350 million pursuant to the Amended Credit Agreement for working capital and for payment of outstanding debt under the Company's prior credit agreement that was entered into on August 1, 2018. Borrowings under the Amended 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 10 basis points. The amended and restated Credit Agreement matures on August 1, 2027 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2023, the outstanding balance under the Credit Agreement was $350.0 million. --- ## No Match in Current: Note 7. Leases: *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* As a lessee, the company leases offices, labs, and manufacturing facilities, as well as vehicles, copiers, and other equipment. The Company determines whether a contract is a lease or contains a lease at inception date. Upon commencement date, operating lease right-of-use assets and liabilities are recognized based on the present value of lease payments over the lease term. The discount rate used to calculate present value is the Company's incremental borrowing rate or, if available, the rate implicit in the lease. The Company determines the incremental borrowing rate for each lease based primarily on its lease term and the economic environment of the applicable country or region. The Company recognizes operating lease expense on a straight-line basis over the lease term. Further, as part of our adoption of ASC 842, the Company also made the accounting policy elections to not capitalize short term leases (defined as a lease with a lease term that is less than 12 months) and to combine lease and non-lease components for all asset classes in determining the lease payments. Variable lease payments primarily include payments for non-lease components, such as maintenance costs and payments for non-components such as sales tax. During fiscal year 2023, the Company recognized $4.4 million in variable lease expense in the Consolidated Statements of Earnings and Comprehensive Income. During fiscal year 2023, the Company also recognized $15.9 million relating to fixed lease expense in the Consolidated Statements of Earnings and Comprehensive Income. The following table summarizes the balance sheet classification of the Company's operating leases, amounts of right of use assets and lease liabilities, the weighted average remaining lease term, and the weighted average discount rate for the Company's operating leases (asset and liability amounts are in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of ​ ​ ​ ​ ​ June 30, ​ ​ Balance Sheet Classification ​ 2023 Operating leases: ​ ​ ​ Operating lease right of use assets ​ Right of Use Asset ​ $ 98,326 ​ ​ ​ ​ ​ ​ ​ ​ Current operating lease liabilities ​ Operating lease liabilities - current ​ $ 11,199 Noncurrent operating lease liabilities ​ Operating lease liabilities ​ 93,766 Total operating lease liabilities ​ ​ ​ ​ $ 104,965 ​ ​ ​ ​ ​ ​ ​ ​ Weighted average remaining lease term (in years): ​ ​ ​ 9.33 ​ ​ ​ ​ ​ ​ ​ ​ Weighted average discount rate (%): ​ ​ ​ 4.27 ​ 69 69 Table of Contents​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 year ended June 30, 2023 (in thousands):​​​​​​​Year ended ​​June 30, ​ 2023Cash amounts paid on operating lease liabilities(1)​$ 14,934​​​​Right of use assets obtained in exchange for lease liabilities​$ 48,103(1)Total cash paid for the Company's operating leases during the year ended June 30, 2023 include cash amounts paid on operating lease liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity.The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ June 30, 2023​​Operating​​Leases2024​$ 15,1672025​ 14,9572026​ 15,0972027​ 12,4842028​ 12,482Thereafter​ 59,715Total​$ 129,902Less: Amounts representing interest​ 24,937Total lease obligations​$ 104,965​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes 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, the Company is not reasonably certain to exercise such options.Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:EquityThe Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021. During the years ended June 30, 2023, June 30, 2022 and June 30, 2021, the Company repurchased 222,000 shares at an average share price of $88.12, 1,576,952 shares at an average share price of $102.06, and 480,000 shares at an average share price of $89.95, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively.70 Table of Contents Table of Contents Table of Contents ​The following table summarizes the cash paid for amounts included in the measurement of operating lease liabilities and right of use assets obtained in exchange for new operating lease liabilities for the year ended June 30, 2023 (in thousands):​​​​​​​Year ended ​​June 30, ​ 2023Cash amounts paid on operating lease liabilities(1)​$ 14,934​​​​Right of use assets obtained in exchange for lease liabilities​$ 48,103(1)Total cash paid for the Company's operating leases during the year ended June 30, 2023 include cash amounts paid on operating lease liabilities and variable lease expenses. Cash flow impacts from right of use assets and lease liabilities are presented net on the cash flow statement in changes in other operating activity.The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands):​​​​​ June 30, 2023​​Operating​​Leases2024​$ 15,1672025​ 14,9572026​ 15,0972027​ 12,4842028​ 12,482Thereafter​ 59,715Total​$ 129,902Less: Amounts representing interest​ 24,937Total lease obligations​$ 104,965​Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes 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, the Company is not reasonably certain to exercise such options.Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information:EquityThe Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021. During the years ended June 30, 2023, June 30, 2022 and June 30, 2021, the Company repurchased 222,000 shares at an average share price of $88.12, 1,576,952 shares at an average share price of $102.06, and 480,000 shares at an average share price of $89.95, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively. ​ 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 year ended June 30, 2023 (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended ​ ​ June 30, ​ 2023 Cash amounts paid on operating lease liabilities(1) ​ $ 14,934 ​ ​ ​ ​ Right of use assets obtained in exchange for lease liabilities ​ $ 48,103 The following table summarizes payments by date for the Company's operating leases, which is then reconciled to our total lease obligation (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, 2023 ​ ​ Operating ​ ​ Leases 2024 ​ $ 15,167 2025 ​ 14,957 2026 ​ 15,097 2027 ​ 12,484 2028 ​ 12,482 Thereafter ​ 59,715 Total ​ $ 129,902 Less: Amounts representing interest ​ 24,937 Total lease obligations ​ $ 104,965 ​ Certain leases include one or more options to renew, with terms that extend the lease term up to five years. The Company includes 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, the Company is not reasonably certain to exercise such options. --- ## No Match in Current: Note 8. Supplemental Equity and Accumulated Other Comprehensive Income (loss) Information: *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* Equity The Company has declared cash dividends per share of $0.32 in each of the full fiscal years ended June 30, 2023, June 30, 2022, and June 30, 2021. During the years ended June 30, 2023, June 30, 2022 and June 30, 2021, the Company repurchased 222,000 shares at an average share price of $88.12, 1,576,952 shares at an average share price of $102.06, and 480,000 shares at an average share price of $89.95, respectively. The Company's accounting policy is to record the portion of share repurchases in excess of the par value entirely in retained earnings. During fiscal year 2023, 2022 and 2021, the amounts within the Consolidated Statements of Shareholders' Equity for the surrender and retirement of stock to exercise options due to net settlement stock options exercises were $28.9 million, $23.5 million, and $19.3 million, respectively. 70 70 Table of ContentsAccumulated Other Comprehensive Income (loss)Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands):​​​​​​​​​​​​​Unrealized​​​​​​​​Gains​Foreign ​​​​​(Losses) on​Currency​​​​​Derivative​Translation ​​​​ Instruments Adjustments TotalBalance June 30, 2020(3)​$ (13,253)​$ (83,946)​$ (97,199)Other comprehensive income (loss) before reclassifications​ 100​ 32,848​ 32,948Reclassification from loss on derivatives to interest expense, net of taxes(1)​​ 6,960​ - ​​ 6,960Balance June 30, 2021(3)​$ (6,193)​$ (51,098)​$ (57,291)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 9,403​ (32,171)​ (22,768)Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ 4,859​​ - ​ 4,859Balance as of June 30, 2022​$ 8,069​$ (83,269)​$ (75,200)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 8,246​ 4,191​ 12,437Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ (3,453)​​ - ​​ (3,453)Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne​​ - ​​ 152​​ 152Balance as of June 30, 2023(2)​$ 12,862​$ (78,926)​$ (66,064)(1)Gains (losses) on the interest swap will be reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $4,526 to interest income and recorded a related tax expense of $1,073 during fiscal 2023. The Company reclassified $6,352 to interest expense and recorded a related tax benefit of $1,493 during fiscal 2022. The Company reclassified $8,598 to interest expense and $512 to non-operating income relating to variable interest payments that were probable not to occur for the fiscal year ended June 30, 2021. The Company also recorded a related tax benefit of $2,150 during fiscal 2021.​(2)Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $33 and $70 attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively. (3)The Company had a net deferred tax liability of $3,995 and $2,480 as of June 30, 2023, and June 30, 2022, respectively, and a net deferred tax benefit of $1,908 as of June 30, 2021. 71 Table of Contents Table of Contents Table of Contents Accumulated Other Comprehensive Income (loss)Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands):​​​​​​​​​​​​​Unrealized​​​​​​​​Gains​Foreign ​​​​​(Losses) on​Currency​​​​​Derivative​Translation ​​​​ Instruments Adjustments TotalBalance June 30, 2020(3)​$ (13,253)​$ (83,946)​$ (97,199)Other comprehensive income (loss) before reclassifications​ 100​ 32,848​ 32,948Reclassification from loss on derivatives to interest expense, net of taxes(1)​​ 6,960​ - ​​ 6,960Balance June 30, 2021(3)​$ (6,193)​$ (51,098)​$ (57,291)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 9,403​ (32,171)​ (22,768)Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ 4,859​​ - ​ 4,859Balance as of June 30, 2022​$ 8,069​$ (83,269)​$ (75,200)Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2)​ 8,246​ 4,191​ 12,437Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1)​ (3,453)​​ - ​​ (3,453)Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne​​ - ​​ 152​​ 152Balance as of June 30, 2023(2)​$ 12,862​$ (78,926)​$ (66,064)(1)Gains (losses) on the interest swap will be reclassified into interest expense as payments on the derivative agreement are made. The Company reclassified $4,526 to interest income and recorded a related tax expense of $1,073 during fiscal 2023. The Company reclassified $6,352 to interest expense and recorded a related tax benefit of $1,493 during fiscal 2022. The Company reclassified $8,598 to interest expense and $512 to non-operating income relating to variable interest payments that were probable not to occur for the fiscal year ended June 30, 2021. The Company also recorded a related tax benefit of $2,150 during fiscal 2021.​(2)Other comprehensive income related to foreign currency translation adjustments in the table above includes the amount attributable to Bio-Techne and excludes the $33 and $70 attributable to the non-controlling interest in Eminence as of June 30, 2023, and June 30, 2022, respectively. (3)The Company had a net deferred tax liability of $3,995 and $2,480 as of June 30, 2023, and June 30, 2022, respectively, and a net deferred tax benefit of $1,908 as of June 30, 2021. Accumulated Other Comprehensive Income (loss) Changes in accumulated other comprehensive income (loss) attributable to Bio-Techne, net of tax, are summarized as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Unrealized ​ ​ ​ ​ ​ ​ ​ ​ Gains ​ Foreign ​ ​ ​ ​ ​ (Losses) on ​ Currency ​ ​ ​ ​ ​ Derivative ​ Translation ​ ​ ​ ​ Instruments Adjustments Total Balance June 30, 2020(3) ​ $ (13,253) ​ $ (83,946) ​ $ (97,199) Other comprehensive income (loss) before reclassifications ​ 100 ​ 32,848 ​ 32,948 Reclassification from loss on derivatives to interest expense, net of taxes(1) ​ ​ 6,960 ​ - ​ ​ 6,960 Balance June 30, 2021(3) ​ $ (6,193) ​ $ (51,098) ​ $ (57,291) Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2) ​ 9,403 ​ (32,171) ​ (22,768) Reclassification from loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) ​ 4,859 ​ ​ - ​ 4,859 Balance as of June 30, 2022 ​ $ 8,069 ​ $ (83,269) ​ $ (75,200) Other comprehensive income (loss) before reclassifications, net of taxes, attributable to Bio-Techne(2) ​ 8,246 ​ 4,191 ​ 12,437 Reclassification from (gain) loss on derivatives to interest expense, net of taxes, attributable to Bio-Techne(1) ​ (3,453) ​ ​ - ​ ​ (3,453) Reclassification of cumulative translation adjustment for Eminence to non-operating income, net of taxes, attributable to Bio-Techne ​ ​ - ​ ​ 152 ​ ​ 152 Balance as of June 30, 2023(2) ​ $ 12,862 ​ $ (78,926) ​ $ (66,064) ​ 71 71 Table of ContentsNote 9. Earnings Per Share:The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):​​​​​​​​​​​ ​​​​​​​​​​Year Ended June 30, ​ 2023 2022 2021Earnings per share - basic:​​​​​​​​​Net earnings, including noncontrolling interest​​ 285,442 ​ 263,099 ​ 139,585Less net earnings (loss) attributable to noncontrolling interest​​ 179 ​ (8,952) ​ (825)Net earnings attributable to Bio-Techne​$ 285,263​$ 272,051​$ 140,410Income allocated to participating securities​ (70)​ (121)​ (86)Income available to common shareholders​$ 285,193​$ 271,930​$ 140,324Weighted-average shares outstanding - basic​ 157,179​ 156,874​ 154,986Earnings per share - basic​$ 1.81​$ 1.73​$ 0.91 ​​​​​​​​​​Earnings per share - diluted:​ ​ ​ Net earnings, including noncontrolling interest​$ 285,442​$ 263,099​$ 139,585Less net earnings (loss) attributable to noncontrolling interest​​ 179​​ (8,952)​​ (825)Net earnings attributable to Bio-Techne​​ 285,263​​ 272,051​​ 140,410Income allocated to participating securities​ (70)​ (121)​ (86)Income available to common shareholders​$ 285,193​$ 271,930​$ 140,324Weighted-average shares outstanding - basic​ 157,179​ 156,874​ 154,986Dilutive effect of stock options and restricted stock units​ 4,676​ 7,240​ 6,946Weighted-average common shares outstanding - diluted​ 161,855​ 164,114​ 161,932Earnings per share - diluted​$ 1.76​$ 1.66​$ 0.87​Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.The dilutive effect of stock options 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 4.5 million, 2.8 million, and 2.4 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.​72 Table of Contents Table of Contents Table of Contents Note 9. Earnings Per Share:The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):​​​​​​​​​​​ ​​​​​​​​​​Year Ended June 30, ​ 2023 2022 2021Earnings per share - basic:​​​​​​​​​Net earnings, including noncontrolling interest​​ 285,442 ​ 263,099 ​ 139,585Less net earnings (loss) attributable to noncontrolling interest​​ 179 ​ (8,952) ​ (825)Net earnings attributable to Bio-Techne​$ 285,263​$ 272,051​$ 140,410Income allocated to participating securities​ (70)​ (121)​ (86)Income available to common shareholders​$ 285,193​$ 271,930​$ 140,324Weighted-average shares outstanding - basic​ 157,179​ 156,874​ 154,986Earnings per share - basic​$ 1.81​$ 1.73​$ 0.91 ​​​​​​​​​​Earnings per share - diluted:​ ​ ​ Net earnings, including noncontrolling interest​$ 285,442​$ 263,099​$ 139,585Less net earnings (loss) attributable to noncontrolling interest​​ 179​​ (8,952)​​ (825)Net earnings attributable to Bio-Techne​​ 285,263​​ 272,051​​ 140,410Income allocated to participating securities​ (70)​ (121)​ (86)Income available to common shareholders​$ 285,193​$ 271,930​$ 140,324Weighted-average shares outstanding - basic​ 157,179​ 156,874​ 154,986Dilutive effect of stock options and restricted stock units​ 4,676​ 7,240​ 6,946Weighted-average common shares outstanding - diluted​ 161,855​ 164,114​ 161,932Earnings per share - diluted​$ 1.76​$ 1.66​$ 0.87​Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.The dilutive effect of stock options 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 4.5 million, 2.8 million, and 2.4 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.​ --- ## No Match in Current: Note 9. Earnings Per Share: *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## No Match in Current: Year Ended June 30, *This section from the 2023 filing does not have a high-confidence textual match in 2024. It may have been removed, merged, or substantially reworded.* ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: ABOUT MARKET RISK **Key changes:** - Reworded sentence: "Approximately 31% of the Company's consolidated net sales in fiscal 2024 were made in foreign currencies, including 14% in euro, 4% in British pound sterling, 6% in Chinese yuan, 3% in Canadian dollars, 1% in Swiss francs, and the remaining 3% in other currencies." - Reworded sentence: "Month-end exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar, Swiss franc and the U.S." **Prior (2023):** The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. Approximately 37% of the Company's consolidated net sales in fiscal 2023 were made in foreign currencies, including 13% in euro, 5% in British pound sterling, 6% in Chinese yuan, 3% in Canadian dollars, and the remaining 10% in other currencies. The Company is exposed to market risk primarily from foreign exchange rate fluctuations of the euro, British pound sterling, Chinese yuan and 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 exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. Approximately 31% of the Company's consolidated net sales in fiscal 2024 were made in foreign currencies, including 14% in euro, 4% in British pound sterling, 6% in Chinese yuan, 3% in Canadian dollars, 1% in Swiss francs, and the remaining 3% in other currencies. The Company is exposed to market risk primarily from foreign exchange rate fluctuations of the euro, British pound sterling, Chinese yuan, Canadian dollar, and Swiss franc 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 exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar, Swiss franc and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Note 4. Acquisitions: **Key changes:** - Reworded sentence: "Fiscal year 2024 Acquisitions ​ Lunaphore Technologies SA." - Reworded sentence: "("Namocell") for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of certain future revenue thresholds." - Reworded sentence: "The allocation of purchase price consideration related to Namocell was completed in the fourth quarter of fiscal 2023." - Reworded sentence: "The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands):​​​​​​ ​​​Namocell IncCurrent assets, net of cash​$ 3,248Equipment and other long-term assets​ 405Intangible assets:​ Developed technology​ 73,900Trade name​ 700Customer relationships​ 900Non-competition agreement​​ 100Goodwill​ 51,257Total assets acquired​ 130,510​​​​Liabilities​ 546Deferred income taxes, net​ 18,180Net assets acquired​$ 111,784​​​​Cash paid, net of cash acquired​ 101,184Additional consideration​ 10,600Net assets acquired​$ 111,784​Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment." - Reworded sentence: "Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive 68 Table of Contents Table of Contents Table of Contents selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income." **Prior (2023):** 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 comprehensive income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred. Fiscal year 2023 Acquisitions Namocell, Inc. On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc. for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of certain future revenue thresholds. The Namocell acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity. 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 Protein Sciences operating segment in the first quarter of fiscal year 2023. The allocation of purchase price consideration related to Namocell, Inc was completed in the fourth quarter of fiscal 2023. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $6.4 million and $9.3 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preliminary allocation at acquisition date ​ Adjustments to fair value ​ Final allocation at June 30, 2023 Current assets, net of cash $ 3,248 ​ $ ​ ​ $ 3,248 Equipment and other long-term assets 405 ​ ​ ​ ​ 405 Intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ Developed technologies 73,900 ​ ​ ​ ​ 73,900 Tradenames 700 ​ ​ ​ ​ 700 Customer relationships 900 ​ ​ ​ ​ 900 Non-competition agreement 100 ​ ​ ​ ​ 100 Goodwill 51,051 ​ ​ 206 ​ 51,257 Total assets acquired 130,304 ​ ​ 206 ​ 130,510 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities 546 ​ ​ ​ ​ 546 Deferred income taxes, net 17,974 ​ ​ 206 ​ 18,180 Net assets acquired $ 111,784 ​ $ - ​ $ 111,784 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid, net of cash acquired 101,184 ​ ​ ​ ​ 101,184 Contingent consideration payable 10,600 ​ ​ ​ ​ 10,600 Net assets acquired $ 111,784 ​ $ - ​ $ 111,784 ​ 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 was based on management's preliminary forecasted cash inflows and outflows and using a relief from royalty method to calculate the fair value of assets purchased. The purchase price allocated to customer relationships and trade names was based on management's preliminary forecasted 62 62 Table of Contentscash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 4 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is estimated to be 3 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.There were no acquisitions in fiscal 2022.Fiscal year 2021 AcquisitionsEminence BiotechnologyOn October 20, 2020, the Company acquired 47.6% of the outstanding equity shares of Eminence for approximately $9.8 million, net of cash acquired. The fair value of the noncontrolling interest of $9.0 million included in the consolidated balance sheet was a non-cash activity within the statement of cash flows. Eminence is considered a variable interest entity as it is an early stage biotechnology company that required additional funding through a subsequent equity investment, which was used to fund Eminence's expansion and GMP manufacturing capabilities within China. On April 2, 2021, the Company invested approximately $6 million of additional funding into Eminence, increasing our percentage of outstanding equity shares to 57.4%. The Company was considered the primary beneficiary at the time of initial acquisition given the Company was the largest shareholder coupled with its ability to exercise significant influence over the entity. As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with ASC 805, Business Combinations. In applying ASC 805 to the transaction, the Company has elected to include Eminence in our consolidated financial statements on a one month lag.The goodwill recorded as 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 fair value of the noncontrolling interest in Eminence was calculated utilizing cash flow projections discounted to the acquisition date and control premiums calculated using market data. Acquired goodwill is not deductible for income tax purposes. The business became part of the Protein Sciences reportable segment in the second quarter of fiscal year 2021. Purchase accounting was finalized during fiscal 2021.63 Table of Contents Table of Contents Table of Contents cash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 4 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is estimated to be 3 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.There were no acquisitions in fiscal 2022.Fiscal year 2021 AcquisitionsEminence BiotechnologyOn October 20, 2020, the Company acquired 47.6% of the outstanding equity shares of Eminence for approximately $9.8 million, net of cash acquired. The fair value of the noncontrolling interest of $9.0 million included in the consolidated balance sheet was a non-cash activity within the statement of cash flows. Eminence is considered a variable interest entity as it is an early stage biotechnology company that required additional funding through a subsequent equity investment, which was used to fund Eminence's expansion and GMP manufacturing capabilities within China. On April 2, 2021, the Company invested approximately $6 million of additional funding into Eminence, increasing our percentage of outstanding equity shares to 57.4%. The Company was considered the primary beneficiary at the time of initial acquisition given the Company was the largest shareholder coupled with its ability to exercise significant influence over the entity. As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with ASC 805, Business Combinations. In applying ASC 805 to the transaction, the Company has elected to include Eminence in our consolidated financial statements on a one month lag.The goodwill recorded as 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 fair value of the noncontrolling interest in Eminence was calculated utilizing cash flow projections discounted to the acquisition date and control premiums calculated using market data. Acquired goodwill is not deductible for income tax purposes. The business became part of the Protein Sciences reportable segment in the second quarter of fiscal year 2021. Purchase accounting was finalized during fiscal 2021. cash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 4 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is estimated to be 3 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. There were no acquisitions in fiscal 2022. Fiscal year 2021 Acquisitions Eminence Biotechnology On October 20, 2020, the Company acquired 47.6% of the outstanding equity shares of Eminence for approximately $9.8 million, net of cash acquired. The fair value of the noncontrolling interest of $9.0 million included in the consolidated balance sheet was a non-cash activity within the statement of cash flows. Eminence is considered a variable interest entity as it is an early stage biotechnology company that required additional funding through a subsequent equity investment, which was used to fund Eminence's expansion and GMP manufacturing capabilities within China. On April 2, 2021, the Company invested approximately $6 million of additional funding into Eminence, increasing our percentage of outstanding equity shares to 57.4%. The Company was considered the primary beneficiary at the time of initial acquisition given the Company was the largest shareholder coupled with its ability to exercise significant influence over the entity. As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with ASC 805, Business Combinations. In applying ASC 805 to the transaction, the Company has elected to include Eminence in our consolidated financial statements on a one month lag. The goodwill recorded as 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 fair value of the noncontrolling interest in Eminence was calculated utilizing cash flow projections discounted to the acquisition date and control premiums calculated using market data. Acquired goodwill is not deductible for income tax purposes. The business became part of the Protein Sciences reportable segment in the second quarter of fiscal year 2021. Purchase accounting was finalized during fiscal 2021. 63 63 Table of ContentsTangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology and customer relationships was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 10 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 calculation of acquired NOLs.The Company identified a triggering event related to Eminence during the second quarter of fiscal 2022 and further sold our outstanding shares of Eminence in the first quarter of fiscal 2023. Refer to Note 1 for further details relating to the triggering event and related impairment recorded as well as the details of the sale. Asuragen, Inc.On April 6, 2021, the Company acquired all of the ownership interests of Asuragen, Inc. (Asuragen) for approximately $216 million, net of cash acquired, plus contingent consideration of up to $105.0 million, subject to certain revenue thresholds. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company' 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 fourth quarter of fiscal 2021. Purchase accounting was finalized during fiscal 2022 with an adjustment of $4.4 million to deferred tax amounts and goodwill.Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology, in-process research and development, and customer relationships was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the 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 Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 16 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for trade names and the non-competition agreement is estimated to be 5 years and 3 years, respectively. 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 calculation of acquired net operating losses.​64 Table of Contents Table of Contents Table of Contents Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology and customer relationships was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 10 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 calculation of acquired NOLs.The Company identified a triggering event related to Eminence during the second quarter of fiscal 2022 and further sold our outstanding shares of Eminence in the first quarter of fiscal 2023. Refer to Note 1 for further details relating to the triggering event and related impairment recorded as well as the details of the sale. Asuragen, Inc.On April 6, 2021, the Company acquired all of the ownership interests of Asuragen, Inc. (Asuragen) for approximately $216 million, net of cash acquired, plus contingent consideration of up to $105.0 million, subject to certain revenue thresholds. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company' 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 fourth quarter of fiscal 2021. Purchase accounting was finalized during fiscal 2022 with an adjustment of $4.4 million to deferred tax amounts and goodwill.Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology, in-process research and development, and customer relationships was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the 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 Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 16 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for trade names and the non-competition agreement is estimated to be 5 years and 3 years, respectively. 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 calculation of acquired net operating losses.​ Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology and customer relationships was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 10 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 calculation of acquired NOLs. The Company identified a triggering event related to Eminence during the second quarter of fiscal 2022 and further sold our outstanding shares of Eminence in the first quarter of fiscal 2023. Refer to Note 1 for further details relating to the triggering event and related impairment recorded as well as the details of the sale. Asuragen, Inc. On April 6, 2021, the Company acquired all of the ownership interests of Asuragen, Inc. (Asuragen) for approximately $216 million, net of cash acquired, plus contingent consideration of up to $105.0 million, subject to certain revenue thresholds. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company' 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 fourth quarter of fiscal 2021. Purchase accounting was finalized during fiscal 2022 with an adjustment of $4.4 million to deferred tax amounts and goodwill. Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology, in-process research and development, and customer relationships was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the 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 Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 16 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for trade names and the non-competition agreement is estimated to be 5 years and 3 years, respectively. 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 calculation of acquired net operating losses. ​ 64 64 Table of ContentsThe aggregate purchase price of the acquisitions was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed for the fiscal year 2021 acquisitions (in thousands):​​​​​​​​​​​​Asuragen​EminenceCurrent assets, net of cash$ 10,422​$ 3,145Equipment and other long-term assets 3,762​​ 1,639Intangible assets:​​​​ Developed technology 107,000​​ 6,778In-process research and development 22,700​​ - Customer relationships 11,700​​ 2,133Trade names 2,000​​ - Non-competition agreement 1,000​​ - Goodwill 90,563​​ 7,848Total assets acquired 249,147​​ 21,543​​​​​​Liabilities 4,963​​ 1,436Deferred income taxes, net 10,297​​ 1,357Net assets acquired$ 233,887​$ 18,750​​​​​​Cash paid, net of cash acquired 215,587​​ 9,765Contingent consideration payable 18,300​​ 8,985Net assets acquired$ 233,887​$ 18,750​​Note 5. Fair Value Measurements:The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, 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.65 Table of Contents Table of Contents Table of Contents The aggregate purchase price of the acquisitions was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed for the fiscal year 2021 acquisitions (in thousands):​​​​​​​​​​​​Asuragen​EminenceCurrent assets, net of cash$ 10,422​$ 3,145Equipment and other long-term assets 3,762​​ 1,639Intangible assets:​​​​ Developed technology 107,000​​ 6,778In-process research and development 22,700​​ - Customer relationships 11,700​​ 2,133Trade names 2,000​​ - Non-competition agreement 1,000​​ - Goodwill 90,563​​ 7,848Total assets acquired 249,147​​ 21,543​​​​​​Liabilities 4,963​​ 1,436Deferred income taxes, net 10,297​​ 1,357Net assets acquired$ 233,887​$ 18,750​​​​​​Cash paid, net of cash acquired 215,587​​ 9,765Contingent consideration payable 18,300​​ 8,985Net assets acquired$ 233,887​$ 18,750​​Note 5. Fair Value Measurements:The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, 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 aggregate purchase price of the acquisitions was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed for the fiscal year 2021 acquisitions (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asuragen ​ Eminence Current assets, net of cash $ 10,422 ​ $ 3,145 Equipment and other long-term assets 3,762 ​ ​ 1,639 Intangible assets: ​ ​ ​ ​ Developed technology 107,000 ​ ​ 6,778 In-process research and development 22,700 ​ ​ - Customer relationships 11,700 ​ ​ 2,133 Trade names 2,000 ​ ​ - Non-competition agreement 1,000 ​ ​ - Goodwill 90,563 ​ ​ 7,848 Total assets acquired 249,147 ​ ​ 21,543 ​ ​ ​ ​ ​ ​ Liabilities 4,963 ​ ​ 1,436 Deferred income taxes, net 10,297 ​ ​ 1,357 Net assets acquired $ 233,887 ​ $ 18,750 ​ ​ ​ ​ ​ ​ Cash paid, net of cash acquired 215,587 ​ ​ 9,765 Contingent consideration payable 18,300 ​ ​ 8,985 Net assets acquired $ 233,887 ​ $ 18,750 ​ ​ **Current (2024):** 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 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 price consideration related to Lunaphore was completed in the fourth quarter of fiscal 2024. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the year ended June 30, 2024 were approximately $14.3 million and $24.0 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2024 are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Preliminary allocation at acquisition date ​ Adjustments to fair value ​ Final allocation at June 30, 2024 Current assets $ 12,512 ​ $ (357) ​ $ 12,155 Equipment and other long-term assets 1,470 ​ ​ ​ ​ 1,470 Intangible assets: ​ ​ ​ ​ ​ ​ ​ ​ Developed technologies 60,300 ​ ​ ​ ​ 60,300 Tradenames 4,900 ​ ​ ​ ​ 4,900 Customer relationships 1,200 ​ ​ ​ ​ 1,200 Goodwill 102,560 ​ ​ 2,090 ​ 104,650 Total assets acquired 182,942 ​ ​ 1,733 ​ 184,675 ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities 7,096 ​ ​ ​ ​ 7,096 Deferred income taxes, net 5,768 ​ ​ 2,104 ​ 7,872 Net assets acquired $ 170,078 ​ $ (371) ​ $ 169,707 ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash paid 166,426 ​ ​ 3,281 ​ 169,707 Estimated Net Working Capital ​ 3,652 ​ ​ (3,652) ​ ​ - Net assets acquired $ 170,078 ​ $ (371) ​ $ 169,707 ​ Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology and customer relationships was based on management's 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 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 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 67 67 Table of Contentsselling, general and administrative expenses in the 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 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.Fiscal year 2023 AcquisitionsNamocell, Inc. On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc. ("Namocell") for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of certain future revenue thresholds. The Namocell acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity. 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 Protein Sciences operating segment in the first quarter of fiscal year 2023. The allocation of purchase price consideration related to Namocell was completed in the fourth quarter of fiscal 2023. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $6.4 million and $9.3 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands):​​​​​​ ​​​Namocell IncCurrent assets, net of cash​$ 3,248Equipment and other long-term assets​ 405Intangible assets:​ Developed technology​ 73,900Trade name​ 700Customer relationships​ 900Non-competition agreement​​ 100Goodwill​ 51,257Total assets acquired​ 130,510​​​​Liabilities​ 546Deferred income taxes, net​ 18,180Net assets acquired​$ 111,784​​​​Cash paid, net of cash acquired​ 101,184Additional consideration​ 10,600Net assets acquired​$ 111,784​Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology was based on management's forecasted cash inflows and outflows and using a relief from royalty method to calculate the fair value of assets purchased. The purchase price allocated to customer relationships and trade names was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive 68 Table of Contents Table of Contents Table of Contents selling, general and administrative expenses in the 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 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.Fiscal year 2023 AcquisitionsNamocell, Inc. On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc. ("Namocell") for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of certain future revenue thresholds. The Namocell acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity. 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 Protein Sciences operating segment in the first quarter of fiscal year 2023. The allocation of purchase price consideration related to Namocell was completed in the fourth quarter of fiscal 2023. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $6.4 million and $9.3 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands):​​​​​​ ​​​Namocell IncCurrent assets, net of cash​$ 3,248Equipment and other long-term assets​ 405Intangible assets:​ Developed technology​ 73,900Trade name​ 700Customer relationships​ 900Non-competition agreement​​ 100Goodwill​ 51,257Total assets acquired​ 130,510​​​​Liabilities​ 546Deferred income taxes, net​ 18,180Net assets acquired​$ 111,784​​​​Cash paid, net of cash acquired​ 101,184Additional consideration​ 10,600Net assets acquired​$ 111,784​Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology was based on management's forecasted cash inflows and outflows and using a relief from royalty method to calculate the fair value of assets purchased. The purchase price allocated to customer relationships and trade names was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive selling, general and administrative expenses in the 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 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. Fiscal year 2023 Acquisitions Namocell, Inc. On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc. ("Namocell") for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of certain future revenue thresholds. The Namocell acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity. 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 Protein Sciences operating segment in the first quarter of fiscal year 2023. The allocation of purchase price consideration related to Namocell was completed in the fourth quarter of fiscal 2023. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $6.4 million and $9.3 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands): Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $6.4 million and $9.3 million, respectively. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Namocell Inc Current assets, net of cash ​ $ 3,248 Equipment and other long-term assets ​ 405 Intangible assets: ​ Developed technology ​ 73,900 Trade name ​ 700 Customer relationships ​ 900 Non-competition agreement ​ ​ 100 Goodwill ​ 51,257 Total assets acquired ​ 130,510 ​ ​ ​ ​ Liabilities ​ 546 Deferred income taxes, net ​ 18,180 Net assets acquired ​ $ 111,784 ​ ​ ​ ​ Cash paid, net of cash acquired ​ 101,184 Additional consideration ​ 10,600 Net assets acquired ​ $ 111,784 ​ Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology was based on management's forecasted cash inflows and outflows and using a relief from royalty method to calculate the fair value of assets purchased. The purchase price allocated to customer relationships and trade names was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive 68 68 Table of ContentsIncome. The amortization period for customer relationships is estimated to be 4 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is estimated to be 3 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.There were no acquisitions in fiscal 2022.​Note 5. Fair Value Measurements:The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, 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.69 Table of Contents Table of Contents Table of Contents Income. The amortization period for customer relationships is estimated to be 4 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is estimated to be 3 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.There were no acquisitions in fiscal 2022.​Note 5. Fair Value Measurements:The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, 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. Income. The amortization period for customer relationships is estimated to be 4 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is estimated to be 3 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. There were no acquisitions in fiscal 2022. ​ --- ## Modified: Stock Performance Graph **Key changes:** - Reworded sentence: "The comparison assumes $100 was invested on the last trading day before July 1, 2018 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends." - Reworded sentence: "​ ​ ​ ​ 34 34 Table of ContentsITEM 6." - Reworded sentence: "As disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition." - Reworded sentence: "As disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition." **Prior (2023):** The following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2017 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​ 31 31 Table of Contents​​​​32 Table of Contents Table of Contents Table of Contents ​​​​ ​ ​ ​ ​ 32 32 Table of ContentsITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe 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 the consolidated financial information and related notes included in this Form 10-K. 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" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones. We also purchased a 19.9% investment in Wilson Wolf and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. As further disclosed in Note 14, the Company closed on the acquisition of Lunaphore Technologies SA on July 7, 2023. OVERALL RESULTSOperational UpdateFor fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments.​Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence). After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to 33 Table of Contents Table of Contents Table of Contents ITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe 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 the consolidated financial information and related notes included in this Form 10-K. 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" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones. We also purchased a 19.9% investment in Wilson Wolf and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. As further disclosed in Note 14, the Company closed on the acquisition of Lunaphore Technologies SA on July 7, 2023. OVERALL RESULTSOperational UpdateFor fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments.​Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence). After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to ITEM 6. SELECTED FINANCIAL DATA RESERVED ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL **Current (2024):** The following chart compares the cumulative total shareholder return on the Company's common stock with the S&P 500 Index and the S&P 500 Life Sciences Tools and Services Index. The comparison assumes $100 was invested on the last trading day before July 1, 2018 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends. The Company became part of the S&P 500 Index during fiscal 2022. ​ ​ ​ ​ 34 34 Table of ContentsITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe 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 the consolidated financial information and related notes included in this Form 10-K. 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" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition. We also purchased a 19.9% investment in Wilson Wolf in fiscal 2023 and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. OVERALL RESULTSOperational UpdateFor fiscal 2024, consolidated net sales increased 2% to $1.2 billion as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Genomics segment.​Consolidated net earnings, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx investment, a non-recurring gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence), and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023. The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition related charges. After adjusting for cost recognized upon 35 Table of Contents Table of Contents Table of Contents ITEM 6. SELECTED FINANCIAL DATARESERVEDITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONSThe 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 the consolidated financial information and related notes included in this Form 10-K. 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" located at the end of this MD&A and "Forward-Looking Information and Cautionary Statements" and "Risk Factors" within Items 1 and 1A of this Form 10-K.OVERVIEWBio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.We manage the business in two operating segments - our Protein Sciences segment and our Diagnostics and Genomics segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Genomics segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, exosome-based molecular diagnostic assays, advanced tissue-based in-situ hybridization assays for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.RECENT ACQUISITIONSA key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition. We also purchased a 19.9% investment in Wilson Wolf in fiscal 2023 and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. OVERALL RESULTSOperational UpdateFor fiscal 2024, consolidated net sales increased 2% to $1.2 billion as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Genomics segment.​Consolidated net earnings, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx investment, a non-recurring gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence), and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023. The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition related charges. After adjusting for cost recognized upon ITEM 6. SELECTED FINANCIAL DATA RESERVED ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL --- ## Modified: Business Combinations **Key changes:** - Reworded sentence: "For potential payments related to product development milestones, the fair value is based on the 44 44 Table of Contentsprobability of achievement of such milestones." - Reworded sentence: "Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods." - Reworded sentence: "Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income." - Reworded sentence: "Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher." - Reworded sentence: "As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $972.7 million as of June 30, 2024, which represented 36% of total assets." **Prior (2023):** We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets. The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis. We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings. The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income 42 42 Table of Contentsin a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $872.7 million as of June 30, 2023, which represented 33% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full 43 Table of Contents Table of Contents Table of Contents in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $872.7 million as of June 30, 2023, which represented 33% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis. **Current (2024):** We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets. The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the 44 44 Table of Contentsprobability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $972.7 million as of June 30, 2024, which represented 36% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the 45 Table of Contents Table of Contents Table of Contents probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.Impairment of GoodwillGoodwillGoodwill was $972.7 million as of June 30, 2024, which represented 36% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis. We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings. The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis. --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Foreign currency gains (losses) ​ $ (726) ​ $ 676 ​ $ 699 Rental income ​ 305 ​ 426 ​ 599 Real estate taxes, depreciation and utilities ​ (1,630) ​ (1,810) ​ (2,035) Gain on investment ​ 283 ​ 49,328 ​ 15,186 Loss on equity method investment ​ ​ (6,841) ​ ​ (1,143) ​ ​ - Miscellaneous (expense) income ​ 25 ​ 43 ​ 862 Other non-operating income (expense), net ​ $ (8,584) ​ $ 47,520 ​ $ 15,311 ​ During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds." - Removed sentence: "During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Net Interest Income / (Expense) **Key changes:** - Reworded sentence: "Net interest income/(expense) for fiscal 2024, 2023, and 2022 was ($12.4) million, $(7.8) million, and $(10.5) million, respectively." - Reworded sentence: "39 39 Table of ContentsOther Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Foreign currency gains (losses)​$ (726)​$ 676​$ 699Rental income​ 305​ 426​ 599Real estate taxes, depreciation and utilities​ (1,630)​ (1,810)​ (2,035)Gain on investment​ 283​ 49,328​ 15,186Loss on equity method investment​​ (6,841)​​ (1,143)​​ - Miscellaneous (expense) income​ 25​ 43​ 862Other non-operating income (expense), net​$ (8,584)​$ 47,520​$ 15,311​During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds." - Reworded sentence: "On August 4, 2022, the Company sold all of its shares in CCXI.Income TaxesIncome taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes." - Reworded sentence: "​40 Table of Contents Table of Contents Table of Contents Other Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Foreign currency gains (losses)​$ (726)​$ 676​$ 699Rental income​ 305​ 426​ 599Real estate taxes, depreciation and utilities​ (1,630)​ (1,810)​ (2,035)Gain on investment​ 283​ 49,328​ 15,186Loss on equity method investment​​ (6,841)​​ (1,143)​​ - Miscellaneous (expense) income​ 25​ 43​ 862Other non-operating income (expense), net​$ (8,584)​$ 47,520​$ 15,311​During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds." - Reworded sentence: "On August 4, 2022, the Company sold all of its shares in CCXI.Income TaxesIncome taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes." **Prior (2023):** Net interest income/(expense) for fiscal 2023, 2022, and 2021 was ($7.8) million, $(10.5) million, and $(13.5) million, respectively. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5. 37 37 Table of ContentsOther Non-Operating Income / (Expense), NetOther non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Foreign currency gains (losses)​$ 676​$ 699​$ (6,650)Rental income​ 426​ 599​ 1,036Real estate taxes, depreciation and utilities​ (1,810)​ (2,035)​ (1,845)Gain (loss) on investment​ 49,328​ 15,186​ (68,047)Gain (loss) on equity method investment​​ (1,143)​​ - ​​ - Miscellaneous (expense) income​ 43​ 862​ (136)Other non-operating income (expense), net​$ 47,520​$ 15,311​$ (75,642)​During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in CCXI.During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment.Income TaxesIncome taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2023 compared to fiscal 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period due to the decline in the stock price. The Company had share-based compensation excess tax benefits of $12.3 million in fiscal 2023. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. ​38 Table of Contents Table of Contents Table of Contents Other Non-Operating Income / (Expense), NetOther non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Foreign currency gains (losses)​$ 676​$ 699​$ (6,650)Rental income​ 426​ 599​ 1,036Real estate taxes, depreciation and utilities​ (1,810)​ (2,035)​ (1,845)Gain (loss) on investment​ 49,328​ 15,186​ (68,047)Gain (loss) on equity method investment​​ (1,143)​​ - ​​ - Miscellaneous (expense) income​ 43​ 862​ (136)Other non-operating income (expense), net​$ 47,520​$ 15,311​$ (75,642)​During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in CCXI.During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment.Income TaxesIncome taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2023 compared to fiscal 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period due to the decline in the stock price. The Company had share-based compensation excess tax benefits of $12.3 million in fiscal 2023. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. ​ **Current (2024):** Net interest income/(expense) for fiscal 2024, 2023, and 2022 was ($12.4) million, $(7.8) million, and $(10.5) million, respectively. During fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. 39 39 Table of ContentsOther Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Foreign currency gains (losses)​$ (726)​$ 676​$ 699Rental income​ 305​ 426​ 599Real estate taxes, depreciation and utilities​ (1,630)​ (1,810)​ (2,035)Gain on investment​ 283​ 49,328​ 15,186Loss on equity method investment​​ (6,841)​​ (1,143)​​ - Miscellaneous (expense) income​ 25​ 43​ 862Other non-operating income (expense), net​$ (8,584)​$ 47,520​$ 15,311​During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds. Additionally, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf. During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in CCXI.Income TaxesIncome taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2024 compared to fiscal 2023 was driven by share-based compensation as the number of stock option exercises increased compared to the prior year comparative period. The Company had share-based compensation excess tax benefits of $18.4 million in fiscal 2024. The Company's discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. ​40 Table of Contents Table of Contents Table of Contents Other Non-Operating Income / (Expense), NetOther non-operating income/(expense), net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's gains and losses on investments as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Foreign currency gains (losses)​$ (726)​$ 676​$ 699Rental income​ 305​ 426​ 599Real estate taxes, depreciation and utilities​ (1,630)​ (1,810)​ (2,035)Gain on investment​ 283​ 49,328​ 15,186Loss on equity method investment​​ (6,841)​​ (1,143)​​ - Miscellaneous (expense) income​ 25​ 43​ 862Other non-operating income (expense), net​$ (8,584)​$ 47,520​$ 15,311​During fiscal 2024, the Company recognized a gain of $0.3 million related to the sale of our exchange traded bond funds. Additionally, the Company recognized losses of $6.8 million related to our equity method investment in Wilson Wolf. During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc. (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds. Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf. During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment. Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds. On August 4, 2022, the Company sold all of its shares in CCXI.Income TaxesIncome taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2024 compared to fiscal 2023 was driven by share-based compensation as the number of stock option exercises increased compared to the prior year comparative period. The Company had share-based compensation excess tax benefits of $18.4 million in fiscal 2024. The Company's discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. ​ --- ## Modified: Gross Margins **Key changes:** - Reworded sentence: "Consolidated gross margins were 66.4%, 67.7%, and 68.4% in fiscal 2024, 2023, and 2022." - Reworded sentence: "Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, impact of business held-for-sale, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were 71.0%, 71.7%, and 72.5% in fiscal 2024, 2023, and 2022, respectively." **Prior (2023):** Consolidated gross margins were 67.7%, 68.4%, and 68.0% in fiscal 2023, 2022, and 2021. Consolidated gross margins were impacted by revenue. Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were 71.7%, 72.5%, and 72.3% in fiscal 2023, 2022, and 2021, respectively. Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition when compared to the prior period. Consolidated gross margins for fiscal 2022 and fiscal 2021 were impacted as a result of volume leverage and product mix, partially offset by additional investments made in the business to support future growth. A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold and intangible amortization included in cost of sales, is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** Consolidated gross margins were 66.4%, 67.7%, and 68.4% in fiscal 2024, 2023, and 2022. Consolidated gross margins were impacted by revenue. Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, impact of business held-for-sale, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were 71.0%, 71.7%, and 72.5% in fiscal 2024, 2023, and 2022, respectively. Fiscal 2024 consolidated gross margin was impacted by the Lunaphore acquisition when compared to the prior period. Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition when compared to fiscal 2022. Consolidated gross margins for fiscal 2022 were impacted as a result of volume leverage and product mix, partially offset by additional investments made in the business to support future growth. A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Impairment of Goodwill **Key changes:** - Reworded sentence: "Goodwill Goodwill was $972.7 million as of June 30, 2024, which represented 36% of total assets." - Added sentence: "For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units." - Added sentence: "The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024." - Added sentence: "During the 45 45 Table of Contentssecond quarter of fiscal 2024, as part of restructuring 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." - Added sentence: "Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024." **Prior (2023):** Goodwill Goodwill was $872.7 million as of June 30, 2023, which represented 33% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment. To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business. Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full 43 43 Table of Contentsimpairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2023 and those not yet adopted can be found under caption "Note 1: Description of Business and Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 7, 2023, the Company completed the acquisition of Lunaphore Technologies SA for approximately $165 million, net of cash acquired. NON-GAAP FINANCIAL MEASURESThis Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, 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 growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●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 44 Table of Contents Table of Contents Table of Contents impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2023 and those not yet adopted can be found under caption "Note 1: Description of Business and Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 7, 2023, the Company completed the acquisition of Lunaphore Technologies SA for approximately $165 million, net of cash acquired. NON-GAAP FINANCIAL MEASURESThis Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, 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 growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●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 impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit's results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units. The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom. Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis. Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment. **Current (2024):** Goodwill Goodwill was $972.7 million as of June 30, 2024, which represented 36% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment. To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form one reporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business. The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test. The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill. The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test. The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach. The income approach is a valuation technique under which we estimate future cash flows using the reporting unit's financial forecast from the perspective of an unrelated market participant. Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows. A terminal value is then applied to the projected cash flow stream. Future estimated cash flows are discounted to their present value to calculate the estimated fair value. The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items. For fiscal 2024, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2024. During the 45 45 Table of Contentssecond quarter of fiscal 2024, as part of restructuring 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. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 1. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which were included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.46 Table of Contents Table of Contents Table of Contents second quarter of fiscal 2024, as part of restructuring 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. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 1. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which were included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment.In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. second quarter of fiscal 2024, as part of restructuring 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. Given the upcoming divestiture, the Company identified a triggering event and performed impairment testing during the second half of fiscal 2024. The impairment test resulted in a total impairment charge of $22.0 million, which includes the allocated goodwill, which we have further described within Note 1. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2024, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units. The Company determined, after performing the qualitative analysis, there was no evidence that it was more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023. The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which were included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan. The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so. The Company then reviewed the additional financing needs required to successfully ramp Eminence's business, which ultimately did not meet the Company's return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business. Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022. The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of June 30 2022, were $4.3 million and primarily consisted of fixed assets and related deposits of $3.1 million, inventory of $0.6 million, receivables of $0.4 million, and other current assets of $0.1 million. The Company also had $4.5 million related to current liabilities. The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process. As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations. This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023. In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment. In conjunction with the combination of the reporting units, a qualitative goodwill impairment assessment was performed. The qualitative assessment identified no indicators of impairment. In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units. The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022. The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed. 46 46 Table of ContentsNEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2024 and those not yet adopted can be found under caption "Note 1: Description of Business and Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 23, 2024, the Company invested $15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume. NON-GAAP FINANCIAL MEASURESThis Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, 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 growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●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.47 Table of Contents Table of Contents Table of Contents NEW ACCOUNTING PRONOUNCEMENTSInformation regarding the accounting policies adopted during fiscal 2024 and those not yet adopted can be found under caption "Note 1: Description of Business and Summary of Significant Accounting Policies" of the Notes to the Consolidated Financial Statements appear in Item 8 of this report.SUBSEQUENT EVENTSOn July 23, 2024, the Company invested $15 million in Spear Bio, an innovative leader in the development and manufacture of ultra-sensitive immunoassays capable of measuring protein biomarkers at attomolar level from sub-microliter sample volume. NON-GAAP FINANCIAL MEASURESThis Annual Report on Form 10-K, including "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7, 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 growth●Adjusted gross margin●Adjusted operating margin●Adjusted net earnings●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. --- ## Modified: LIQUIDITY AND CAPITAL RESOURCES **Key changes:** - Reworded sentence: "Cash, cash equivalents and available-for-sale investments at June 30, 2024 were $152.9 million compared to $204.3 million at June 30, 2023." - Reworded sentence: "At June 30, 2024, all of the Company's available-for-sale investment account balances of $1.1 million were located in Europe." **Prior (2023):** Cash, cash equivalents and available-for-sale investments at June 30, 2023 were $204.3 million compared to $247.0 million at June 30, 2022. Included in the available-for-sale-investments was the fair value of the Company's investment in exchange traded investment grade bond funds, which was $23.7 million as of June 30, 2023 and $23.9 million as of June 30, 2022. During the first fiscal quarter, the Company sold its remaining shares of its investment in CCXI. As of June 30, 2022, the fair value of the Company's investment in CCXI was $36.0 million. Also included in the June 30, 2022 balance were $14.5 million of certificates of deposit that were sold and not repurchased during fiscal year 2023. At June 30, 2023, approximately 39% of the Company's cash and equivalent account balances of $68.5 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries. At June 30, 2023, all of the Company's available-for-sale investment account balances of $23.7 million were located in Canada. At June 30, 2023, we had $350 million in borrowings under the revolving credit facility, resulting in $650 million of unutilized availability under our revolving credit facility. The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. 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 funds, including funds available through our line-of-credit and cash generated from operations. Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding. **Current (2024):** Cash, cash equivalents and available-for-sale investments at June 30, 2024 were $152.9 million compared to $204.3 million at June 30, 2023. Included in the available-for-sale investments was certificates of deposit that have contractual maturity dates within one year of $1.1 million as of June 30, 2024. There were no certificiates of deposit in the prior comparable period. As of June 30, 2023, there was $23.7 million included in the available-for-sale investments related to the fair value of the Company's investment in exchange traded investment grade bond funds. At June 30, 2024, approximately 28% of the Company's cash and cash equivalent account balances of $42.2 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries. At June 30, 2024, all of the Company's available-for-sale investment account balances of $1.1 million were located in Europe. At June 30, 2024, we had $319 million in borrowings under the revolving credit facility, resulting in $681 million of unutilized availability under our revolving credit facility. The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. 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 funds, including funds available through our line-of-credit and cash generated from operations. Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding. --- ## Modified: Climate change and/or related environmental risks, or legal or regulatory measures to address climate change and/or related environmental risks, may negatively affect us. **Prior (2023):** Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Concern over climate change can also result in new or additional legal or regulatory requirements designed to reduce greenhouse gas emissions or mitigate the effects of climate change on the environment. Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial results. In addition, any failure to adequately address stakeholder expectations with respect to environmental, social and governance ("ESG") matters may result in the loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and talented employees. In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our profitability. **Current (2024):** Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our operations. For example, we have significant operations in California, where serious drought has made water less available and more costly and has increased the risk of wildfires. Changes in climate patterns leading to extreme heat waves or unusual cold weather at some of our locations can lead to increased energy usage and costs, or otherwise adversely impact our facilities and operations and disrupt our supply chains and distribution systems. Concern over climate change can also result in new or additional legal or regulatory requirements designed to reduce greenhouse gas emissions or mitigate the effects of climate change on the environment. Any such new or additional legal or regulatory requirements may increase the costs associated with, or disrupt, sourcing, manufacturing and distribution of our products, which may adversely affect our business and financial results. In addition, any failure to adequately address stakeholder expectations with respect to environmental, social and governance ("ESG") matters may result in the loss of business, adverse reputational impacts, diluted market valuations and challenges in attracting and retaining customers and talented employees. In addition, our adoption of certain standards or mandated compliance to certain requirements could necessitate additional investments that could impact our profitability. --- ## Modified: Cash Flows From Financing Activities **Key changes:** - Reworded sentence: "In fiscal 2024, 2023, and 2022, the Company paid cash dividends of $50.4 million, $50.3 million, $50.2 million, respectively." - Reworded sentence: "Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources." - Reworded sentence: "For potential payments related to product development milestones, the fair value is based on the 44 Table of Contents Table of Contents Table of Contents payments, $0.7 million is classified as financing on the statement of cash flows." - Reworded sentence: "For potential payments related to product development milestones, the fair value is based on the payments, $0.7 million is classified as financing on the statement of cash flows." **Prior (2023):** Management's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. 41 41 Table of ContentsManagement bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income 42 Table of Contents Table of Contents Table of Contents Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the probability of achievement of such milestones. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization.While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K. **Current (2024):** In fiscal 2024, 2023, and 2022, the Company paid cash dividends of $50.4 million, $50.3 million, $50.2 million, respectively. The Board of Directors periodically considers the payment of cash dividends. The Company received $60.9 million, $29.8 million, $77.2 million, for the exercise of options for 2,240,000, 1,578,000, and 2,450,000 shares of common stock in fiscal 2024, 2023 and 2022, respectively. During fiscal 2024, 2023, and 2022, the Company repurchased $80.0 million, $19.6 million, and $161.0 million, respectively, in share repurchases included as a cash outflow within Financing Activities. During fiscal 2024, 2023, and 2022, the Company drew $225.0 million, $619.7 million, and $90.0 million, respectively, under its revolving line-of-credit facility. Repayments of $256.0 million, $525.7 million, and $175.5 million were made on its line-of-credit in fiscal 2024, 2023, and 2022, respectively. There were no payments during fiscal 2024 nor fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total 43 43 Table of Contentspayments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million was recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date.During fiscal 2024, 2023 and 2022, the Company paid $21.9 million, $28.9 million and $23.5 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2024 or fiscal 2022. CRITICAL ACCOUNTING POLICIESManagement's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the 44 Table of Contents Table of Contents Table of Contents payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million was recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date.During fiscal 2024, 2023 and 2022, the Company paid $21.9 million, $28.9 million and $23.5 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2024 or fiscal 2022. CRITICAL ACCOUNTING POLICIESManagement's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.Business CombinationsWe allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company's business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.The fair value of acquired technology is generally the primary asset identified and therefore estimated using the multi-period excess earnings method. The multi-period excess earnings method model estimates revenues and cash flows derived from the primary asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as Trade Names and in-process research and development, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the primary asset acquired, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The Trade Name is generally calculated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. In-process research and development assets are valued using the multi-period excess earnings method when the cash flows from the in-process research and development assets are separately identifiable from the primary asset. In circumstances that Customer Relationship assets are identified that are not the primary asset, they are valued using the distributor model income approach, which isolates revenues and cash flow associated with the sales and distribution function of the entity and attributable to customer-related assets, which are then discounted at a rate of return commensurate with the risk of the asset to calculate a present value.We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. For potential payments related to financial performance based milestones, projected revenue and/or EBITDA amounts, volatility and discount rates assumptions are included in the estimated amounts. For potential payments related to product development milestones, the fair value is based on the payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million was recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2024, 2023 and 2022, the Company paid $21.9 million, $28.9 million and $23.5 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. The other financing activity during fiscal 2023 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter. There was no comparable activity in fiscal 2024 or fiscal 2022. --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: CONSOLIDATED BALANCE SHEETS **Key changes:** - Reworded sentence: "Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 ​ 2023 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 151,791 ​ $ 180,571 Short-term available-for-sale investments ​ 1,072 ​ 23,739 Accounts receivable, less allowance for doubtful accounts of $4,386 and $4,738, respectively ​ 241,394 ​ 218,468 Inventories ​ 179,731 ​ 171,638 Current assets held-for-sale ​ ​ 9,773 ​ ​ - Other current assets ​ 33,658 ​ 27,066 Total current assets ​ 617,419 ​ 621,482 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 251,154 ​ 226,200 Right-of-use assets ​ 91,285 ​ 98,326 Goodwill ​ 972,663 ​ 872,737 Intangible assets, net ​ 507,081 ​ 534,645 Other assets ​ 264,265 ​ 285,302 Total assets ​ $ 2,703,867 ​ $ 2,638,692 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 37,968 ​ $ 25,679 Salaries, wages and related accruals ​ 49,818 ​ 36,747 Accrued expenses ​ 24,886 ​ 14,880 Contract liabilities ​ 27,930 ​ 23,069 Income taxes payable ​ 3,706 ​ 12,022 Operating lease liabilities - current ​ 12,920 ​ 11,199 Contingent consideration payable ​ - ​ 3,500 Other current liabilities ​ 2,151 ​ 1,413 Total current liabilities ​ 159,379 ​ 128,509 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 55,863 ​ 88,982 Long-term debt obligations ​ 319,000 ​ 350,000 Operating lease liabilities ​ 87,618 ​ 93,766 Other long-term liabilities ​ 13,157 ​ 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 158,216,258 and 157,641,914 respectively ​ 1,582 ​ 1,576 Additional paid-in capital ​ 820,337 ​ 721,543 Retained earnings ​ 1,325,247 ​ 1,309,461 Accumulated other comprehensive loss ​ (78,316) ​ (66,064) Total Bio-Techne's shareholders' equity ​ 2,068,850 ​ 1,966,516 Total liabilities and shareholders' equity ​ $ 2,703,867 ​ $ 2,638,692 ​ ​ See Notes to Consolidated Financial Statements." **Prior (2023):** Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2023 ​ 2022 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 180,571 ​ $ 172,567 Short-term available-for-sale investments ​ 23,739 ​ 74,462 Accounts receivable, less allowance for doubtful accounts of $4,738 and $2,568, respectively ​ 218,468 ​ 194,548 Inventories ​ 171,638 ​ 141,123 Other current assets ​ 27,066 ​ 22,856 Total current assets ​ 621,482 ​ 605,556 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 226,200 ​ 223,242 Right of use asset ​ 98,326 ​ 65,556 Goodwill ​ 872,737 ​ 822,101 Intangible assets, net ​ 534,645 ​ 531,522 Other assets ​ 285,302 ​ 46,828 Total assets ​ $ 2,638,692 ​ $ 2,294,805 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 25,679 ​ $ 33,865 Salaries, wages and related accruals ​ 36,747 ​ 61,953 Accrued expenses ​ 14,880 ​ 17,886 Contract liabilities ​ 23,069 ​ 23,406 Income taxes payable ​ 12,022 ​ 13,237 Operating lease liabilities - current ​ 11,199 ​ 11,928 Contingent consideration payable ​ 3,500 ​ - Current portion of long-term debt obligations ​ - ​ 12,500 Other current liabilities ​ 1,413 ​ 1,243 Total current liabilities ​ 128,509 ​ 176,018 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 88,982 ​ 98,994 Long-term debt obligations ​ 350,000 ​ 243,410 Long-term contingent consideration payable ​ - ​ 5,000 Operating lease liabilities ​ 93,766 ​ 58,133 Other long-term liabilities ​ 10,919 ​ 12,239 ​ ​ ​ 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 157,641,914 and 156,644,212, respectively(1) issued outstanding ​ 1,576 ​ 1,566 Additional paid-in capital(1) ​ 721,543 ​ 652,467 Retained earnings(1) ​ 1,309,461 ​ 1,122,937 Accumulated other comprehensive loss ​ (66,064) ​ (75,200) Total Bio-Techne's shareholders' equity ​ 1,966,516 ​ 1,701,770 Noncontrolling interest ​ - ​ (759) Total shareholders' equity ​ 1,966,516 ​ 1,701,011 Total liabilities and shareholders' equity ​ $ 2,638,692 ​ $ 2,294,805 ​ (1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details. ​ See Notes to Consolidated Financial Statements. ​ 48 48 Table of ContentsCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares(1)​Amount(1)​Capital(1)​Earnings(1)​Income(Loss)​Interest ​TotalBalances at June 30, 2020 153,812​$ 1,538​$ 419,383​$ 1,057,470​$ (97,199)​$ - ​$ 1,381,192Cumulative effect adjustments due to adoption of new accounting standards and other ​​​​​​​​ (276)​ ​​ ​​ (276)Non-controlling interest in Eminence​​​​​​​​​ ​​ ​​ 8,985​​ 8,985Net earnings ​​​​​​​​ 140,410​ ​​​ (825)​ 139,585Other comprehensive income (loss) ​​​​​​​​ ​​ 39,908​ 103​ 40,011Share repurchases (480)​ (5)​ ​​ (43,173)​ ​​​​​ (43,178)Common stock issued for exercise of options 2,293​ 23​ 62,085​ (12,287)​ ​​​​​ 49,821Common stock issued for restricted stock awards 153​ 2​ (2)​ (7,057)​ ​​​​​ (7,057)Cash dividends ​​​​​​​​ (49,622)​ ​​​​​ (49,622)Stock-based compensation expense ​​​​​ 48,065​ ​​ ​​​​​ 48,065Common stock issued to employee stock purchase plan 44​ 0​ 2,791​ ​​ ​​​​​ 2,791Employee stock purchase plan expense ​​​​​ 917​ ​​ ​​​​​ 917Balances at June 30, 2021 155,822​$ 1,558​$ 533,239​$ 1,085,465​$ (57,291)​$ 8,263​$ 1,571,234Net earnings ​​​​​​​​​ 272,051​​​​​ (8,952)​ 263,099Other comprehensive income (loss) ​​​​​​​​​​​​ (17,909)​​ (70)​ (17,979)Share repurchases (1,577)​​ (16)​​​​​ (160,934)​​​​​​​ (160,950)Common stock issued for exercise of options 2,282​​ 23​​ 74,354​​ (13,482)​​​​​​​ 60,895Common stock issued for restricted stock awards 89​​ 1​​ (1)​​ (9,978)​​​​​​​ (9,978)Cash dividends ​​​​​​​​​ (50,185)​​​​​​​ (50,185)Stock-based compensation expense ​​​​​​ 41,208​​​​​​​​​​ 41,208Common stock issued to employee stock purchase plan 28​​0​​ 2,694​​​​​​​​​​ 2,694Employee stock purchase plan expense ​​​​​​ 973​​​​​​​​​​ 973Balances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​​ 152​​ (33)​​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​​ 613Net earnings ​​​​​​​​​285,263 ​​​​​ 179​​ 285,442Other comprehensive income (loss) ​​​​​​​​​​​​8,984 ​​​​​ 8,984Share repurchases (222)​​ (2)​​​​​ (19,560)​​​​​​​​ (19,562)Common stock issued for exercise of options 1,083​​ 10​​ 24,942​​ (22,163)​​​​​​​​ 2,789Common stock issued for restricted stock awards 63​​ 1​​ (1)​​ (6,731)​​​​​​​​ (6,731)Cash dividends ​​​​​​​​​ (50,285)​​​​​​​​ (50,285)Stock-based compensation expense ​​​​​​ 38,315​​​​​​​​​​​ 38,315Common stock issued to employee stock purchase plan 74​​ 1​​ 4,905​​​​​​​​​​​ 4,906Employee stock purchase plan expense ​​​​​​ 915​​​​​​​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516​(1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details.​See Notes to Consolidated Financial Statements.​49 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares(1)​Amount(1)​Capital(1)​Earnings(1)​Income(Loss)​Interest ​TotalBalances at June 30, 2020 153,812​$ 1,538​$ 419,383​$ 1,057,470​$ (97,199)​$ - ​$ 1,381,192Cumulative effect adjustments due to adoption of new accounting standards and other ​​​​​​​​ (276)​ ​​ ​​ (276)Non-controlling interest in Eminence​​​​​​​​​ ​​ ​​ 8,985​​ 8,985Net earnings ​​​​​​​​ 140,410​ ​​​ (825)​ 139,585Other comprehensive income (loss) ​​​​​​​​ ​​ 39,908​ 103​ 40,011Share repurchases (480)​ (5)​ ​​ (43,173)​ ​​​​​ (43,178)Common stock issued for exercise of options 2,293​ 23​ 62,085​ (12,287)​ ​​​​​ 49,821Common stock issued for restricted stock awards 153​ 2​ (2)​ (7,057)​ ​​​​​ (7,057)Cash dividends ​​​​​​​​ (49,622)​ ​​​​​ (49,622)Stock-based compensation expense ​​​​​ 48,065​ ​​ ​​​​​ 48,065Common stock issued to employee stock purchase plan 44​ 0​ 2,791​ ​​ ​​​​​ 2,791Employee stock purchase plan expense ​​​​​ 917​ ​​ ​​​​​ 917Balances at June 30, 2021 155,822​$ 1,558​$ 533,239​$ 1,085,465​$ (57,291)​$ 8,263​$ 1,571,234Net earnings ​​​​​​​​​ 272,051​​​​​ (8,952)​ 263,099Other comprehensive income (loss) ​​​​​​​​​​​​ (17,909)​​ (70)​ (17,979)Share repurchases (1,577)​​ (16)​​​​​ (160,934)​​​​​​​ (160,950)Common stock issued for exercise of options 2,282​​ 23​​ 74,354​​ (13,482)​​​​​​​ 60,895Common stock issued for restricted stock awards 89​​ 1​​ (1)​​ (9,978)​​​​​​​ (9,978)Cash dividends ​​​​​​​​​ (50,185)​​​​​​​ (50,185)Stock-based compensation expense ​​​​​​ 41,208​​​​​​​​​​ 41,208Common stock issued to employee stock purchase plan 28​​0​​ 2,694​​​​​​​​​​ 2,694Employee stock purchase plan expense ​​​​​​ 973​​​​​​​​​​ 973Balances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​​ 152​​ (33)​​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​​ 613Net earnings ​​​​​​​​​285,263 ​​​​​ 179​​ 285,442Other comprehensive income (loss) ​​​​​​​​​​​​8,984 ​​​​​ 8,984Share repurchases (222)​​ (2)​​​​​ (19,560)​​​​​​​​ (19,562)Common stock issued for exercise of options 1,083​​ 10​​ 24,942​​ (22,163)​​​​​​​​ 2,789Common stock issued for restricted stock awards 63​​ 1​​ (1)​​ (6,731)​​​​​​​​ (6,731)Cash dividends ​​​​​​​​​ (50,285)​​​​​​​​ (50,285)Stock-based compensation expense ​​​​​​ 38,315​​​​​​​​​​​ 38,315Common stock issued to employee stock purchase plan 74​​ 1​​ 4,905​​​​​​​​​​​ 4,906Employee stock purchase plan expense ​​​​​​ 915​​​​​​​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516​(1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details.​See Notes to Consolidated Financial Statements.​ **Current (2024):** Bio-Techne Corporation and Subsidiaries (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 ​ 2023 ASSETS ​ ​ Current assets: ​ ​ Cash and cash equivalents ​ $ 151,791 ​ $ 180,571 Short-term available-for-sale investments ​ 1,072 ​ 23,739 Accounts receivable, less allowance for doubtful accounts of $4,386 and $4,738, respectively ​ 241,394 ​ 218,468 Inventories ​ 179,731 ​ 171,638 Current assets held-for-sale ​ ​ 9,773 ​ ​ - Other current assets ​ 33,658 ​ 27,066 Total current assets ​ 617,419 ​ 621,482 ​ ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 251,154 ​ 226,200 Right-of-use assets ​ 91,285 ​ 98,326 Goodwill ​ 972,663 ​ 872,737 Intangible assets, net ​ 507,081 ​ 534,645 Other assets ​ 264,265 ​ 285,302 Total assets ​ $ 2,703,867 ​ $ 2,638,692 LIABILITIES AND SHAREHOLDERS' EQUITY ​ ​ Current liabilities: ​ ​ Trade accounts payable ​ $ 37,968 ​ $ 25,679 Salaries, wages and related accruals ​ 49,818 ​ 36,747 Accrued expenses ​ 24,886 ​ 14,880 Contract liabilities ​ 27,930 ​ 23,069 Income taxes payable ​ 3,706 ​ 12,022 Operating lease liabilities - current ​ 12,920 ​ 11,199 Contingent consideration payable ​ - ​ 3,500 Other current liabilities ​ 2,151 ​ 1,413 Total current liabilities ​ 159,379 ​ 128,509 ​ ​ ​ ​ ​ ​ ​ Deferred income taxes ​ 55,863 ​ 88,982 Long-term debt obligations ​ 319,000 ​ 350,000 Operating lease liabilities ​ 87,618 ​ 93,766 Other long-term liabilities ​ 13,157 ​ 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 158,216,258 and 157,641,914 respectively ​ 1,582 ​ 1,576 Additional paid-in capital ​ 820,337 ​ 721,543 Retained earnings ​ 1,325,247 ​ 1,309,461 Accumulated other comprehensive loss ​ (78,316) ​ (66,064) Total Bio-Techne's shareholders' equity ​ 2,068,850 ​ 1,966,516 Total liabilities and shareholders' equity ​ $ 2,703,867 ​ $ 2,638,692 ​ ​ See Notes to Consolidated Financial Statements. ​ 51 51 Table of ContentsCONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income (Loss)​Interest ​TotalBalances at June 30, 2021 155,822​$ 1,558​$ 533,239​$ 1,085,465​$ (57,291)​$ 8,263​$ 1,571,234Net earnings ​​​​​​​​ 272,051​ ​​​ (8,952)​ 263,099Other comprehensive income (loss) ​​​​​​​​ ​​ (17,909)​ (70)​ (17,979)Share repurchases (1,577)​ (16)​ ​​ (160,934)​ ​​​​​ (160,950)Common stock issued for exercise of options 2,282​ 23​ 74,354​ (13,482)​ ​​​​​ 60,895Common stock issued for restricted stock awards 89​ 1​ (1)​ (9,978)​ ​​​​​ (9,978)Cash dividends ​​​​​​​​ (50,185)​ ​​​​​ (50,185)Stock-based compensation expense ​​​​​ 41,208​ ​​ ​​​​​ 41,208Common stock issued to employee stock purchase plan 28​ 0​ 2,694​ ​​ ​​​​​ 2,694Employee stock purchase plan expense ​​​​​ 973​ ​​ ​​​​​ 973Balances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​ 152​​ (33)​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​ 613Net earnings ​​​​​​​​​ 285,263​​​​​ 179​ 285,442Other comprehensive income (loss) ​​​​​​​​​​​​ 8,984​​​​ 8,984Share repurchases (222)​​ (2)​​​​​ (19,560)​​​​​​​ (19,562)Common stock issued for exercise of options 1,083​​ 10​​ 24,942​​ (22,163)​​​​​​​ 2,789Common stock issued for restricted stock awards 63​​ 1​​ (1)​​ (6,731)​​​​​​​ (6,731)Cash dividends ​​​​​​​​​ (50,285)​​​​​​​ (50,285)Stock-based compensation expense ​​​​​​ 38,315​​​​​​​​​​ 38,315Common stock issued to employee stock purchase plan 74​​1​​ 4,905​​​​​​​​​​ 4,906Employee stock purchase plan expense ​​​​​​ 915​​​​​​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516Net earnings ​​​​​​​​​168,105 ​​​​​​​​ 168,105Other comprehensive income (loss) ​​​​​​​​​​​​ (12,252)​​​​​ (12,252)Share repurchases (1,397)​​ (14)​​​​​ (80,028)​​​​​​​​ (80,042)Common stock issued for exercise of options 1,811​​ 18​​ 56,409​​ (16,534)​​​​​​​​ 39,893Common stock issued for restricted stock awards 91​​ 1​​ (1)​​ (5,338)​​​​​​​​ (5,338)Cash dividends ​​​​​​​​​ (50,419)​​​​​​​​ (50,419)Stock-based compensation expense ​​​​​​ 37,136​​​​​​​​​​​ 37,136Common stock issued to employee stock purchase plan 69​​ 1​​ 4,344​​​​​​​​​​​ 4,345Employee stock purchase plan expense ​​​​​​ 906​​​​​​​​​​​ 906Balances at June 30, 2024 158,216​$ 1,582​$ 820,337​$ 1,325,247​$ (78,316)​$ - ​$ 2,068,850​See Notes to Consolidated Financial Statements.​52 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITYBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​​​​​ ​ ​​ ​​ ​​ Accumulated ​​ ​​​​​​​​Additional​​​​Other​​​​​​​​Common Stock​Paid-in​Retained​Comprehensive​Noncontrolling​​​​​Shares​Amount​Capital​Earnings​Income (Loss)​Interest ​TotalBalances at June 30, 2021 155,822​$ 1,558​$ 533,239​$ 1,085,465​$ (57,291)​$ 8,263​$ 1,571,234Net earnings ​​​​​​​​ 272,051​ ​​​ (8,952)​ 263,099Other comprehensive income (loss) ​​​​​​​​ ​​ (17,909)​ (70)​ (17,979)Share repurchases (1,577)​ (16)​ ​​ (160,934)​ ​​​​​ (160,950)Common stock issued for exercise of options 2,282​ 23​ 74,354​ (13,482)​ ​​​​​ 60,895Common stock issued for restricted stock awards 89​ 1​ (1)​ (9,978)​ ​​​​​ (9,978)Cash dividends ​​​​​​​​ (50,185)​ ​​​​​ (50,185)Stock-based compensation expense ​​​​​ 41,208​ ​​ ​​​​​ 41,208Common stock issued to employee stock purchase plan 28​ 0​ 2,694​ ​​ ​​​​​ 2,694Employee stock purchase plan expense ​​​​​ 973​ ​​ ​​​​​ 973Balances at June 30, 2022 156,644​$ 1,566​$ 652,467​$ 1,122,937​$ (75,200)​$ (759)​$ 1,701,011Reclassification of cumulative translation adjustment for Eminence to non-operating income ​​​​​​​​​​​​ 152​​ (33)​ 119Elimination of noncontrolling equity interest from sale of Eminence​​​​​​​​​​​​​​​​ 613​ 613Net earnings ​​​​​​​​​ 285,263​​​​​ 179​ 285,442Other comprehensive income (loss) ​​​​​​​​​​​​ 8,984​​​​ 8,984Share repurchases (222)​​ (2)​​​​​ (19,560)​​​​​​​ (19,562)Common stock issued for exercise of options 1,083​​ 10​​ 24,942​​ (22,163)​​​​​​​ 2,789Common stock issued for restricted stock awards 63​​ 1​​ (1)​​ (6,731)​​​​​​​ (6,731)Cash dividends ​​​​​​​​​ (50,285)​​​​​​​ (50,285)Stock-based compensation expense ​​​​​​ 38,315​​​​​​​​​​ 38,315Common stock issued to employee stock purchase plan 74​​1​​ 4,905​​​​​​​​​​ 4,906Employee stock purchase plan expense ​​​​​​ 915​​​​​​​​​​ 915Balances at June 30, 2023 157,642​$ 1,576​$ 721,543​$ 1,309,461​$ (66,064)​$ - ​$ 1,966,516Net earnings ​​​​​​​​​168,105 ​​​​​​​​ 168,105Other comprehensive income (loss) ​​​​​​​​​​​​ (12,252)​​​​​ (12,252)Share repurchases (1,397)​​ (14)​​​​​ (80,028)​​​​​​​​ (80,042)Common stock issued for exercise of options 1,811​​ 18​​ 56,409​​ (16,534)​​​​​​​​ 39,893Common stock issued for restricted stock awards 91​​ 1​​ (1)​​ (5,338)​​​​​​​​ (5,338)Cash dividends ​​​​​​​​​ (50,419)​​​​​​​​ (50,419)Stock-based compensation expense ​​​​​​ 37,136​​​​​​​​​​​ 37,136Common stock issued to employee stock purchase plan 69​​ 1​​ 4,344​​​​​​​​​​​ 4,345Employee stock purchase plan expense ​​​​​​ 906​​​​​​​​​​​ 906Balances at June 30, 2024 158,216​$ 1,582​$ 820,337​$ 1,325,247​$ (78,316)​$ - ​$ 2,068,850​See Notes to Consolidated Financial Statements.​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences 75.7 % 75.3 % 75.5 % Diagnostics and Genomics 58.7 % 61.2 % 63.1 % ​ The increase in the Protein Sciences segment's gross margin percentage for fiscal 2024 as compared to fiscal 2023 was primarily attributable to the exclusion of a business held-for-sale." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: RECENT ACQUISITIONS **Key changes:** - Reworded sentence: "As disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition." **Prior (2023):** A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones. We also purchased a 19.9% investment in Wilson Wolf and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. As further disclosed in Note 14, the Company closed on the acquisition of Lunaphore Technologies SA on July 7, 2023. **Current (2024):** A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Lunaphore for $169.7 million, in a cash-free, debt-free acquisition. We also purchased a 19.9% investment in Wilson Wolf in fiscal 2023 and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones. --- ## Modified: Cash Flows From Operating Activities **Key changes:** - Reworded sentence: "The Company generated cash from operations of $299.0 million, $254.4 million, and $325.3 million in fiscal 2024, 2023, and 2022 respectively." - Reworded sentence: "There were no sales of businesses in fiscal 2024 or 2022." - Reworded sentence: "There were no comparable activities in fiscal 2024 and 2022.The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2024, 2023, and 2022 were $22.6 million, $14.7 million, and $(26.9) million, respectively." - Reworded sentence: "Capital additions planned for fiscal 2025 are approximately $48 million and are expected to be financed through currently available cash and cash generated from operations.During the year ended June 30, 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." - Added sentence: "Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027." **Prior (2023):** We continue to make investments in our business, including capital expenditures. During fiscal year 2023, the Company acquired Namocell, Inc for $101.2 million, net of cash acquired. There were no acquisitions fiscal year 2022. The Company acquired Eminence and Asuragen during fiscal year 2021 for a total of approximately $225.4 million, net of cash acquired. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in the comparative prior year period. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in the comparative prior year period. The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2023, 2022, and 2021 were $14.7 million, $(26.9) million, and $26.7 million, respectively. During fiscal year 2023, the Company's proceeds in available-for-sale investments relates to the sale of excess cash in certificates of deposit that matured. As of June 30, 2023, there were no outstanding certificates of deposit. The outflow of cash in fiscal year 2022 compared to fiscal year 2023 and fiscal year 2021 was driven by the purchase of the exchange traded investment 40 40 Table of Contentsgrade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods. The proceeds in fiscal 2021 related to the sale of excess cash in certificates of deposit. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.Capital additions in fiscal year 2023, 2022, and 2021 were $38.2 million, $44.9 million, and $44.3 million. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment . Capital additions planned for fiscal 2024 are approximately $65 million and are expected to be financed through currently available cash and cash generated from operations. Increase in expected additions in fiscal 2024 is related to increasing capacity to meet expected sales growth across the Company.During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. There were no comparable activities in the comparative prior year period.Cash Flows From Financing ActivitiesIn fiscal 2023, 2022, and 2021, the Company paid cash dividends of $50.3 million, $50.2 million, $49.6 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $29.8 million, $77.2 million, $65.1 million, for the exercise of options for 1,578,000, 2,450,000, and 2,509,000 shares of common stock in fiscal 2023, 2022 and 2021, respectively.During fiscal 2023, 2022, and 2021, the Company repurchased $19.6 million, $161.0 million, and $43.2 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2023, 2022, and 2021, the Company drew $619.7 million, $90.0 million, and $256.0 million, respectively, under its revolving line-of-credit facility. Repayments of $525.7 million, $175.5 million, and $271.5 million were made on its line-of-credit in fiscal 2023, 2022, and 2021, respectively.There were no payments during fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activitiesDuring fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows.The increase in other financing activity during fiscal 2023 compared to fiscal 2022 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter.CRITICAL ACCOUNTING POLICIESManagement's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. 41 Table of Contents Table of Contents Table of Contents grade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods. The proceeds in fiscal 2021 related to the sale of excess cash in certificates of deposit. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.Capital additions in fiscal year 2023, 2022, and 2021 were $38.2 million, $44.9 million, and $44.3 million. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment . Capital additions planned for fiscal 2024 are approximately $65 million and are expected to be financed through currently available cash and cash generated from operations. Increase in expected additions in fiscal 2024 is related to increasing capacity to meet expected sales growth across the Company.During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. There were no comparable activities in the comparative prior year period.Cash Flows From Financing ActivitiesIn fiscal 2023, 2022, and 2021, the Company paid cash dividends of $50.3 million, $50.2 million, $49.6 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $29.8 million, $77.2 million, $65.1 million, for the exercise of options for 1,578,000, 2,450,000, and 2,509,000 shares of common stock in fiscal 2023, 2022 and 2021, respectively.During fiscal 2023, 2022, and 2021, the Company repurchased $19.6 million, $161.0 million, and $43.2 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2023, 2022, and 2021, the Company drew $619.7 million, $90.0 million, and $256.0 million, respectively, under its revolving line-of-credit facility. Repayments of $525.7 million, $175.5 million, and $271.5 million were made on its line-of-credit in fiscal 2023, 2022, and 2021, respectively.There were no payments during fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total payments, $0.7 million is classified as financing on the statement of cash flows. The remaining $3.3 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. During fiscal 2021, there were no payments related to contingent consideration classified as financing activities. The Company made $0.3 million in contingent consideration payments, which were classified within operating activitiesDuring fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units. This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows.The increase in other financing activity during fiscal 2023 compared to fiscal 2022 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter.CRITICAL ACCOUNTING POLICIESManagement's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. grade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods. The proceeds in fiscal 2021 related to the sale of excess cash in certificates of deposit. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible. Capital additions in fiscal year 2023, 2022, and 2021 were $38.2 million, $44.9 million, and $44.3 million. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment . Capital additions planned for fiscal 2024 are approximately $65 million and are expected to be financed through currently available cash and cash generated from operations. Increase in expected additions in fiscal 2024 is related to increasing capacity to meet expected sales growth across the Company. During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. There were no comparable activities in the comparative prior year period. **Current (2024):** The Company generated cash from operations of $299.0 million, $254.4 million, and $325.3 million in fiscal 2024, 2023, and 2022 respectively. The increase in cash generated from operating activities in fiscal 2024 as compared to fiscal 2023 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities. The decrease in cash generated from operating activities in fiscal 2023 as compared to fiscal 2022 was mainly a result of changes in net earnings and changes in the timing of cash payments on certain operating assets and liabilities. 42 42 Table of ContentsCash Flows From Investing ActivitiesWe continue to make investments in our business, including capital expenditures to enable revenue growth. During fiscal year 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal year 2023, the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal year 2022. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2024 or 2022. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in fiscal 2024 and 2022.The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2024, 2023, and 2022 were $22.6 million, $14.7 million, and $(26.9) million, respectively. During fiscal year 2024, the Company's proceeds in available-for-sale investments relates to the sale of our exchange traded investment grade bond funds. The proceeds during fiscal year 2023 relates to the sale of excess cash in certificates of deposit that matured. The outflow of cash in fiscal year 2022 compared to fiscal year 2024 and fiscal year 2023 was driven by the purchase of the exchange traded investment grade bond funds in fiscal year 2022, which had a cost basis of $25.0 million, that did not reoccur in the comparative periods. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.Capital additions in fiscal year 2024, 2023, and 2022 were $62.9 million, $38.2 million, and $44.9 million. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2025 are approximately $48 million and are expected to be financed through currently available cash and cash generated from operations.During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of June 30, 2024, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. During fiscal 2024, the Company received tax distributions from Wilson Wolf of $7.0 million. Cash Flows From Financing ActivitiesIn fiscal 2024, 2023, and 2022, the Company paid cash dividends of $50.4 million, $50.3 million, $50.2 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $60.9 million, $29.8 million, $77.2 million, for the exercise of options for 2,240,000, 1,578,000, and 2,450,000 shares of common stock in fiscal 2024, 2023 and 2022, respectively.During fiscal 2024, 2023, and 2022, the Company repurchased $80.0 million, $19.6 million, and $161.0 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2024, 2023, and 2022, the Company drew $225.0 million, $619.7 million, and $90.0 million, respectively, under its revolving line-of-credit facility. Repayments of $256.0 million, $525.7 million, and $175.5 million were made on its line-of-credit in fiscal 2024, 2023, and 2022, respectively.There were no payments during fiscal 2024 nor fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total 43 Table of Contents Table of Contents Table of Contents Cash Flows From Investing ActivitiesWe continue to make investments in our business, including capital expenditures to enable revenue growth. During fiscal year 2024, the Company acquired Lunaphore for $169.7 million in cash-free, debt-free acquisition. During fiscal year 2023, the Company acquired Namocell for $101.2 million, net of cash acquired. There were no acquisitions in fiscal year 2022. During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million. There were no sales of businesses in fiscal 2024 or 2022. In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million. There were no comparable activities in fiscal 2024 and 2022.The Company's net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2024, 2023, and 2022 were $22.6 million, $14.7 million, and $(26.9) million, respectively. During fiscal year 2024, the Company's proceeds in available-for-sale investments relates to the sale of our exchange traded investment grade bond funds. The proceeds during fiscal year 2023 relates to the sale of excess cash in certificates of deposit that matured. The outflow of cash in fiscal year 2022 compared to fiscal year 2024 and fiscal year 2023 was driven by the purchase of the exchange traded investment grade bond funds in fiscal year 2022, which had a cost basis of $25.0 million, that did not reoccur in the comparative periods. The Company's investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.Capital additions in fiscal year 2024, 2023, and 2022 were $62.9 million, $38.2 million, and $44.9 million. Fiscal 2024 capital expenditures related to investments in new buildings, machinery, construction in progress, and IT equipment. Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment. Capital additions planned for fiscal 2025 are approximately $48 million and are expected to be financed through currently available cash and cash generated from operations.During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met. During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, which requires the Company to acquire the remaining 80.1% of Wilson Wolf on December 31, 2027. The second part of the contract would be accelerated in advance of December 31, 2027 if Wilson Wolf meets certain financial milestones. As of June 30, 2024, the second milestones have not been met. The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028. During fiscal 2024, the Company received tax distributions from Wilson Wolf of $7.0 million. Cash Flows From Financing ActivitiesIn fiscal 2024, 2023, and 2022, the Company paid cash dividends of $50.4 million, $50.3 million, $50.2 million, respectively. The Board of Directors periodically considers the payment of cash dividends.The Company received $60.9 million, $29.8 million, $77.2 million, for the exercise of options for 2,240,000, 1,578,000, and 2,450,000 shares of common stock in fiscal 2024, 2023 and 2022, respectively.During fiscal 2024, 2023, and 2022, the Company repurchased $80.0 million, $19.6 million, and $161.0 million, respectively, in share repurchases included as a cash outflow within Financing Activities.During fiscal 2024, 2023, and 2022, the Company drew $225.0 million, $619.7 million, and $90.0 million, respectively, under its revolving line-of-credit facility. Repayments of $256.0 million, $525.7 million, and $175.5 million were made on its line-of-credit in fiscal 2024, 2023, and 2022, respectively.There were no payments during fiscal 2024 nor fiscal 2023 for contingent consideration. During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability. Of the $4.0 million in total --- ## Modified: Research and Development Expenses **Key changes:** - Reworded sentence: "Research and development expenses increased $4.2 million (5%) and $5.4 million (6%) in fiscal 2024 and 2023, respectively, as compared to prior year periods." **Prior (2023):** Research and development expenses increased $5.4 million (6%) and $16.5 million (23%) in fiscal 2023 and 2022, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2023 as compared to 2022 was primarily attributable to strategic growth investments including the Namocell acquisition. The increase in research and development expenses in fiscal 2022 as compared to fiscal 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** Research and development expenses increased $4.2 million (5%) and $5.4 million (6%) in fiscal 2024 and 2023, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2024 and fiscal 2023 compared to the prior periods was primarily attributable to strategic growth investments including the acquisitions of Lunaphore and Namocell in fiscal 2024 and fiscal 2023, respectively. Consolidated research and development expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Income (Loss) **Key changes:** - Reworded sentence: "​ Interest ​ Total Balances at June 30, 2021 155,822 ​ $ 1,558 ​ $ 533,239 ​ $ 1,085,465 ​ $ (57,291) ​ $ 8,263 ​ $ 1,571,234 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 272,051 ​ ​ ​ ​ (8,952) ​ 263,099 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (17,909) ​ (70) ​ (17,979) Share repurchases (1,577) ​ (16) ​ ​ ​ (160,934) ​ ​ ​ ​ ​ ​ (160,950) Common stock issued for exercise of options 2,282 ​ 23 ​ 74,354 ​ (13,482) ​ ​ ​ ​ ​ ​ 60,895 Common stock issued for restricted stock awards 89 ​ 1 ​ (1) ​ (9,978) ​ ​ ​ ​ ​ ​ (9,978) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ (50,185) ​ ​ ​ ​ ​ ​ (50,185) Stock-based compensation expense ​ ​ ​ ​ ​ 41,208 ​ ​ ​ ​ ​ ​ ​ ​ 41,208 Common stock issued to employee stock purchase plan 28 ​ 0 ​ 2,694 ​ ​ ​ ​ ​ ​ ​ ​ 2,694 Employee stock purchase plan expense ​ ​ ​ ​ ​ 973 ​ ​ ​ ​ ​ ​ ​ ​ 973 Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 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 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ ​ 179 ​ 285,442 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ ​ 8,984 Share repurchases (222) ​ ​ (2) ​ ​ ​ ​ ​ (19,560) ​ ​ ​ ​ ​ ​ ​ (19,562) Common stock issued for exercise of options 1,083 ​ ​ 10 ​ ​ 24,942 ​ ​ (22,163) ​ ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ ​ 1 ​ ​ (1) ​ ​ (6,731) ​ ​ ​ ​ ​ ​ ​ (6,731) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,285) ​ ​ ​ ​ ​ ​ ​ (50,285) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ ​ 1 ​ ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ (66,064) ​ $ - ​ $ 1,966,516 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 168,105 ​ ​ ​ ​ ​ ​ ​ ​ 168,105 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (12,252) ​ ​ ​ ​ ​ (12,252) Share repurchases (1,397) ​ ​ (14) ​ ​ ​ ​ ​ (80,028) ​ ​ ​ ​ ​ ​ ​ ​ (80,042) Common stock issued for exercise of options 1,811 ​ ​ 18 ​ ​ 56,409 ​ ​ (16,534) ​ ​ ​ ​ ​ ​ ​ ​ 39,893 Common stock issued for restricted stock awards 91 ​ ​ 1 ​ ​ (1) ​ ​ (5,338) ​ ​ ​ ​ ​ ​ ​ ​ (5,338) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,419) ​ ​ ​ ​ ​ ​ ​ ​ (50,419) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 37,136 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,136 Common stock issued to employee stock purchase plan 69 ​ ​ 1 ​ ​ 4,344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,345 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 906 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 906 Balances at June 30, 2024 158,216 ​ $ 1,582 ​ $ 820,337 ​ $ 1,325,247 ​ $ (78,316) ​ $ - ​ $ 2,068,850 ​ See Notes to Consolidated Financial Statements." **Prior (2023):** ​ Interest ​ Total Balances at June 30, 2020 153,812 ​ $ 1,538 ​ $ 419,383 ​ $ 1,057,470 ​ $ (97,199) ​ $ - ​ $ 1,381,192 Cumulative effect adjustments due to adoption of new accounting standards and other ​ ​ ​ ​ ​ ​ ​ ​ (276) ​ ​ ​ ​ ​ (276) Non-controlling interest in Eminence ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,985 ​ ​ 8,985 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 140,410 ​ ​ ​ ​ (825) ​ 139,585 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 39,908 ​ 103 ​ 40,011 Share repurchases (480) ​ (5) ​ ​ ​ (43,173) ​ ​ ​ ​ ​ ​ (43,178) Common stock issued for exercise of options 2,293 ​ 23 ​ 62,085 ​ (12,287) ​ ​ ​ ​ ​ ​ 49,821 Common stock issued for restricted stock awards 153 ​ 2 ​ (2) ​ (7,057) ​ ​ ​ ​ ​ ​ (7,057) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ (49,622) ​ ​ ​ ​ ​ ​ (49,622) Stock-based compensation expense ​ ​ ​ ​ ​ 48,065 ​ ​ ​ ​ ​ ​ ​ ​ 48,065 Common stock issued to employee stock purchase plan 44 ​ 0 ​ 2,791 ​ ​ ​ ​ ​ ​ ​ ​ 2,791 Employee stock purchase plan expense ​ ​ ​ ​ ​ 917 ​ ​ ​ ​ ​ ​ ​ ​ 917 Balances at June 30, 2021 155,822 ​ $ 1,558 ​ $ 533,239 ​ $ 1,085,465 ​ $ (57,291) ​ $ 8,263 ​ $ 1,571,234 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 272,051 ​ ​ ​ ​ ​ (8,952) ​ 263,099 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (17,909) ​ ​ (70) ​ (17,979) Share repurchases (1,577) ​ ​ (16) ​ ​ ​ ​ ​ (160,934) ​ ​ ​ ​ ​ ​ ​ (160,950) Common stock issued for exercise of options 2,282 ​ ​ 23 ​ ​ 74,354 ​ ​ (13,482) ​ ​ ​ ​ ​ ​ ​ 60,895 Common stock issued for restricted stock awards 89 ​ ​ 1 ​ ​ (1) ​ ​ (9,978) ​ ​ ​ ​ ​ ​ ​ (9,978) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,185) ​ ​ ​ ​ ​ ​ ​ (50,185) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 41,208 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 41,208 Common stock issued to employee stock purchase plan 28 ​ ​ 0 ​ ​ 2,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,694 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 973 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 973 Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 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 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ ​ 179 ​ ​ 285,442 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ ​ ​ 8,984 Share repurchases (222) ​ ​ (2) ​ ​ ​ ​ ​ (19,560) ​ ​ ​ ​ ​ ​ ​ ​ (19,562) Common stock issued for exercise of options 1,083 ​ ​ 10 ​ ​ 24,942 ​ ​ (22,163) ​ ​ ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ ​ 1 ​ ​ (1) ​ ​ (6,731) ​ ​ ​ ​ ​ ​ ​ ​ (6,731) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,285) ​ ​ ​ ​ ​ ​ ​ ​ (50,285) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ ​ 1 ​ ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ (66,064) ​ $ - ​ $ 1,966,516 ​ (1) Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details. ​ See Notes to Consolidated Financial Statements. ​ 49 49 Table of ContentsCONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​ ​​​​​​​​Year Ended June 30, ​​202320222021CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net earnings, including noncontrolling interest​$ 285,442$ 263,099$ 139,585Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 107,238 101,069 87,747Costs recognized on sale of acquired inventory​ 400 1,596 1,565Deferred income taxes​ (29,567) 6,816 (27,431)Stock-based compensation expense​ 39,230 42,183 48,982Fair value adjustment to contingent consideration payable​ (12,100) (20,400) 5,300Contingent consideration payments - operating​ - (3,300) (337)Gain on sale of CCXI investment​ (37,176) - - Fair value adjustment on available-for-sale investments​ (472) (15,002) 67,879(Gain) loss on equity method investment​​ 1,143​ - ​ - Asset impairment restructuring​​ - ​ 546​ - Eminence impairment​​ - ​ 18,715​ - Gain on sale of Eminence​​ (11,682)​ - ​ - Leases, net​ 2,059 (1,201) 75Other operating activity​ 455 668 (464)Change in operating assets and operating liabilities, net of acquisition:​ ​ ​ Trade accounts and other receivables, net​ (20,867) (57,596) (15,549)Inventories​ (30,167) (32,007) (7,140)Prepaid expenses​ (4,585) (3,082) (1,101)Trade accounts payable, accrued expenses, contract liabilities, and other​ (7,908) 12,741 19,091Salaries, wages and related accruals​ (24,558) 7,760 20,536Income taxes payable​ (2,492) 2,667 13,426Net cash provided by (used in) operating activities​ 254,393 325,272 352,164​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from maturities of available-for-sale investments​ 35,236 26,055 66,377Purchases of available-for-sale investments​ (20,500) (52,998) (39,684)Proceeds from sale of CCXI investment​​ 73,219​ - ​ - Additions to property and equipment​ (38,244) (44,908) (44,301)Acquisitions, net of cash acquired​ (101,184) - (225,352)Investment in unconsolidated entity, net​​ - ​ - (556)Proceeds from sale of Eminence​ 17,824 - ​ - Investment of forward purchase contract​​ - ​ (25,000)​ - Investment in Wilson Wolf​​ (232,000)​ - ​ - Net cash provided by (used in) investing activities​ (265,649) (96,851) (243,516)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,285) (50,185) (49,622)Proceeds from stock option exercises​ 29,813 77,155 65,092Re-purchases of common stock​ (19,562) (160,950) (43,178)Borrowings under line-of-credit agreement​ 619,661 90,000 256,000Repayments of long-term debt​ (525,661) (175,500) (271,500)Contingent consideration payments - financing​ - (700) - Taxes paid on RSUs and net share settlements​​ (28,893)​ (23,461)​ (19,343)Other financing activity​ (2,457) 788 - Net cash provided by (used in) financing activities​ 22,616 (242,853) (62,551)​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (3,356) (12,092) 6,369Net change in cash and cash equivalents​ 8,004 (26,524) 52,466Cash and cash equivalents at beginning of period​ 172,567 199,091 146,625Cash and cash equivalents at end of period​$ 180,571$ 172,567$ 199,091​​​​​​​​​See Notes to Consolidated Financial Statements.​50 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​ ​​​​​​​​Year Ended June 30, ​​202320222021CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ Net earnings, including noncontrolling interest​$ 285,442$ 263,099$ 139,585Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 107,238 101,069 87,747Costs recognized on sale of acquired inventory​ 400 1,596 1,565Deferred income taxes​ (29,567) 6,816 (27,431)Stock-based compensation expense​ 39,230 42,183 48,982Fair value adjustment to contingent consideration payable​ (12,100) (20,400) 5,300Contingent consideration payments - operating​ - (3,300) (337)Gain on sale of CCXI investment​ (37,176) - - Fair value adjustment on available-for-sale investments​ (472) (15,002) 67,879(Gain) loss on equity method investment​​ 1,143​ - ​ - Asset impairment restructuring​​ - ​ 546​ - Eminence impairment​​ - ​ 18,715​ - Gain on sale of Eminence​​ (11,682)​ - ​ - Leases, net​ 2,059 (1,201) 75Other operating activity​ 455 668 (464)Change in operating assets and operating liabilities, net of acquisition:​ ​ ​ Trade accounts and other receivables, net​ (20,867) (57,596) (15,549)Inventories​ (30,167) (32,007) (7,140)Prepaid expenses​ (4,585) (3,082) (1,101)Trade accounts payable, accrued expenses, contract liabilities, and other​ (7,908) 12,741 19,091Salaries, wages and related accruals​ (24,558) 7,760 20,536Income taxes payable​ (2,492) 2,667 13,426Net cash provided by (used in) operating activities​ 254,393 325,272 352,164​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from maturities of available-for-sale investments​ 35,236 26,055 66,377Purchases of available-for-sale investments​ (20,500) (52,998) (39,684)Proceeds from sale of CCXI investment​​ 73,219​ - ​ - Additions to property and equipment​ (38,244) (44,908) (44,301)Acquisitions, net of cash acquired​ (101,184) - (225,352)Investment in unconsolidated entity, net​​ - ​ - (556)Proceeds from sale of Eminence​ 17,824 - ​ - Investment of forward purchase contract​​ - ​ (25,000)​ - Investment in Wilson Wolf​​ (232,000)​ - ​ - Net cash provided by (used in) investing activities​ (265,649) (96,851) (243,516)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,285) (50,185) (49,622)Proceeds from stock option exercises​ 29,813 77,155 65,092Re-purchases of common stock​ (19,562) (160,950) (43,178)Borrowings under line-of-credit agreement​ 619,661 90,000 256,000Repayments of long-term debt​ (525,661) (175,500) (271,500)Contingent consideration payments - financing​ - (700) - Taxes paid on RSUs and net share settlements​​ (28,893)​ (23,461)​ (19,343)Other financing activity​ (2,457) 788 - Net cash provided by (used in) financing activities​ 22,616 (242,853) (62,551)​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (3,356) (12,092) 6,369Net change in cash and cash equivalents​ 8,004 (26,524) 52,466Cash and cash equivalents at beginning of period​ 172,567 199,091 146,625Cash and cash equivalents at end of period​$ 180,571$ 172,567$ 199,091​​​​​​​​​See Notes to Consolidated Financial Statements.​ **Current (2024):** ​ Interest ​ Total Balances at June 30, 2021 155,822 ​ $ 1,558 ​ $ 533,239 ​ $ 1,085,465 ​ $ (57,291) ​ $ 8,263 ​ $ 1,571,234 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ 272,051 ​ ​ ​ ​ (8,952) ​ 263,099 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (17,909) ​ (70) ​ (17,979) Share repurchases (1,577) ​ (16) ​ ​ ​ (160,934) ​ ​ ​ ​ ​ ​ (160,950) Common stock issued for exercise of options 2,282 ​ 23 ​ 74,354 ​ (13,482) ​ ​ ​ ​ ​ ​ 60,895 Common stock issued for restricted stock awards 89 ​ 1 ​ (1) ​ (9,978) ​ ​ ​ ​ ​ ​ (9,978) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ (50,185) ​ ​ ​ ​ ​ ​ (50,185) Stock-based compensation expense ​ ​ ​ ​ ​ 41,208 ​ ​ ​ ​ ​ ​ ​ ​ 41,208 Common stock issued to employee stock purchase plan 28 ​ 0 ​ 2,694 ​ ​ ​ ​ ​ ​ ​ ​ 2,694 Employee stock purchase plan expense ​ ​ ​ ​ ​ 973 ​ ​ ​ ​ ​ ​ ​ ​ 973 Balances at June 30, 2022 156,644 ​ $ 1,566 ​ $ 652,467 ​ $ 1,122,937 ​ $ (75,200) ​ $ (759) ​ $ 1,701,011 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 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 285,263 ​ ​ ​ ​ ​ 179 ​ 285,442 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 8,984 ​ ​ ​ ​ 8,984 Share repurchases (222) ​ ​ (2) ​ ​ ​ ​ ​ (19,560) ​ ​ ​ ​ ​ ​ ​ (19,562) Common stock issued for exercise of options 1,083 ​ ​ 10 ​ ​ 24,942 ​ ​ (22,163) ​ ​ ​ ​ ​ ​ ​ 2,789 Common stock issued for restricted stock awards 63 ​ ​ 1 ​ ​ (1) ​ ​ (6,731) ​ ​ ​ ​ ​ ​ ​ (6,731) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,285) ​ ​ ​ ​ ​ ​ ​ (50,285) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 38,315 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 38,315 Common stock issued to employee stock purchase plan 74 ​ ​ 1 ​ ​ 4,905 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,906 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 915 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 915 Balances at June 30, 2023 157,642 ​ $ 1,576 ​ $ 721,543 ​ $ 1,309,461 ​ $ (66,064) ​ $ - ​ $ 1,966,516 Net earnings ​ ​ ​ ​ ​ ​ ​ ​ ​ 168,105 ​ ​ ​ ​ ​ ​ ​ ​ 168,105 Other comprehensive income (loss) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (12,252) ​ ​ ​ ​ ​ (12,252) Share repurchases (1,397) ​ ​ (14) ​ ​ ​ ​ ​ (80,028) ​ ​ ​ ​ ​ ​ ​ ​ (80,042) Common stock issued for exercise of options 1,811 ​ ​ 18 ​ ​ 56,409 ​ ​ (16,534) ​ ​ ​ ​ ​ ​ ​ ​ 39,893 Common stock issued for restricted stock awards 91 ​ ​ 1 ​ ​ (1) ​ ​ (5,338) ​ ​ ​ ​ ​ ​ ​ ​ (5,338) Cash dividends ​ ​ ​ ​ ​ ​ ​ ​ ​ (50,419) ​ ​ ​ ​ ​ ​ ​ ​ (50,419) Stock-based compensation expense ​ ​ ​ ​ ​ ​ 37,136 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 37,136 Common stock issued to employee stock purchase plan 69 ​ ​ 1 ​ ​ 4,344 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 4,345 Employee stock purchase plan expense ​ ​ ​ ​ ​ ​ 906 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 906 Balances at June 30, 2024 158,216 ​ $ 1,582 ​ $ 820,337 ​ $ 1,325,247 ​ $ (78,316) ​ $ - ​ $ 2,068,850 ​ See Notes to Consolidated Financial Statements. ​ 52 52 Table of ContentsCONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​202420232022CASH FLOWS FROM OPERATING ACTIVITIES:​​ ​ ​ Net earnings, including noncontrolling interest​$ 168,105$ 285,442$ 263,099Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 111,711 107,238 101,069Costs recognized on sale of acquired inventory​ 729 400 1,596Deferred income taxes​ (39,447) (29,567) 6,816Stock-based compensation expense​ 38,042 39,230 42,183Fair value adjustment to contingent consideration payable​ (3,500) (12,100) (20,400)Contingent consideration payments - operating​​ - ​ - ​ (3,300)Gain on sale of CCXI investment​ - (37,176) - Fair value adjustment on available-for-sale investments​ (283) (472) (15,002)Loss on equity method investment​​ 6,841​ 1,143​ - Asset impairment restructuring​​ 2,634​ - ​ 546Eminence impairment​​ - ​ - ​ 18,715Gain on sale of Eminence​​ - ​ (11,682)​ - Leases, net​ 1,708 2,059 (1,201)Impairment of assets held-for-sale​​ 21,963​ - ​ - Other operating activity​ 584 455 668Change in operating assets and operating liabilities, net of acquisition:​ ​ ​Trade accounts and other receivables, net​ (20,533) (20,867) (57,596)Inventories​ (14,215) (30,167) (32,007)Prepaid expenses​ (3,146) (4,585) (3,082)Trade accounts payable, accrued expenses, contract liabilities, and other​ 25,769 (7,908) 12,741Salaries, wages and related accruals​ 12,618 (24,558) 7,760Income taxes payable​ (10,599) (2,492) 2,667Net cash provided by (used in) operating activities​ 298,981 254,393 325,272​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from sale of available-for-sale investments​ 28,083 35,236 26,055Purchases of available-for-sale investments​ (5,526) (20,500) (52,998)Proceeds from sale of CCXI investment​​ - ​ 73,219​ - Additions to property and equipment​ (62,877) (38,244) (44,908)Acquisitions, net of cash acquired​ (169,707) (101,184) - Distributions from (Investments in) Wilson Wolf​​ 6,997​ (232,000) - Proceeds from sale of Eminence​ - 17,824​ - Investment of forward purchase contract​​ - ​ - ​ (25,000)Net cash provided by (used in) investing activities​ (203,030) (265,649) (96,851)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,419) (50,285) (50,185)Proceeds from stock option exercises​ 60,935 29,813 77,155Re-purchases of common stock​ (80,042) (19,562) (160,950)Borrowings under line-of-credit agreement​ 225,000 619,661 90,000Repayments of long-term debt​ (256,000) (525,661) (175,500)Contingent consideration payments - financing​​ - ​ - ​ (700)Taxes paid on RSUs and net share settlements​​ (21,872)​ (28,893)​ (23,461)Other financing activity​ - (2,457) 788Net cash provided by (used in) financing activities​ (122,398) 22,616 (242,853)​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (2,333) (3,356) (12,092)Net change in cash and cash equivalents​ (28,780) 8,004 (26,524)Cash and cash equivalents at beginning of period​ 180,571 172,567 199,091Cash and cash equivalents at end of period​$ 151,791$ 180,571$ 172,567​See Notes to Consolidated Financial Statements.53 Table of Contents Table of Contents Table of Contents CONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)​​​​​​​​​​​​​​​​​​Year Ended June 30, ​​202420232022CASH FLOWS FROM OPERATING ACTIVITIES:​​ ​ ​ Net earnings, including noncontrolling interest​$ 168,105$ 285,442$ 263,099Adjustments to reconcile net earnings to net cash provided by operating activities:​ ​ Depreciation and amortization​ 111,711 107,238 101,069Costs recognized on sale of acquired inventory​ 729 400 1,596Deferred income taxes​ (39,447) (29,567) 6,816Stock-based compensation expense​ 38,042 39,230 42,183Fair value adjustment to contingent consideration payable​ (3,500) (12,100) (20,400)Contingent consideration payments - operating​​ - ​ - ​ (3,300)Gain on sale of CCXI investment​ - (37,176) - Fair value adjustment on available-for-sale investments​ (283) (472) (15,002)Loss on equity method investment​​ 6,841​ 1,143​ - Asset impairment restructuring​​ 2,634​ - ​ 546Eminence impairment​​ - ​ - ​ 18,715Gain on sale of Eminence​​ - ​ (11,682)​ - Leases, net​ 1,708 2,059 (1,201)Impairment of assets held-for-sale​​ 21,963​ - ​ - Other operating activity​ 584 455 668Change in operating assets and operating liabilities, net of acquisition:​ ​ ​Trade accounts and other receivables, net​ (20,533) (20,867) (57,596)Inventories​ (14,215) (30,167) (32,007)Prepaid expenses​ (3,146) (4,585) (3,082)Trade accounts payable, accrued expenses, contract liabilities, and other​ 25,769 (7,908) 12,741Salaries, wages and related accruals​ 12,618 (24,558) 7,760Income taxes payable​ (10,599) (2,492) 2,667Net cash provided by (used in) operating activities​ 298,981 254,393 325,272​​​​​​​​CASH FLOWS FROM INVESTING ACTIVITIES:​ ​ Proceeds from sale of available-for-sale investments​ 28,083 35,236 26,055Purchases of available-for-sale investments​ (5,526) (20,500) (52,998)Proceeds from sale of CCXI investment​​ - ​ 73,219​ - Additions to property and equipment​ (62,877) (38,244) (44,908)Acquisitions, net of cash acquired​ (169,707) (101,184) - Distributions from (Investments in) Wilson Wolf​​ 6,997​ (232,000) - Proceeds from sale of Eminence​ - 17,824​ - Investment of forward purchase contract​​ - ​ - ​ (25,000)Net cash provided by (used in) investing activities​ (203,030) (265,649) (96,851)​​​​​​​​CASH FLOWS FROM FINANCING ACTIVITIES:​ Cash dividends​ (50,419) (50,285) (50,185)Proceeds from stock option exercises​ 60,935 29,813 77,155Re-purchases of common stock​ (80,042) (19,562) (160,950)Borrowings under line-of-credit agreement​ 225,000 619,661 90,000Repayments of long-term debt​ (256,000) (525,661) (175,500)Contingent consideration payments - financing​​ - ​ - ​ (700)Taxes paid on RSUs and net share settlements​​ (21,872)​ (28,893)​ (23,461)Other financing activity​ - (2,457) 788Net cash provided by (used in) financing activities​ (122,398) 22,616 (242,853)​​​​​​​​Effect of exchange rate changes on cash and cash equivalents​ (2,333) (3,356) (12,092)Net change in cash and cash equivalents​ (28,780) 8,004 (26,524)Cash and cash equivalents at beginning of period​ 180,571 172,567 199,091Cash and cash equivalents at end of period​$ 151,791$ 180,571$ 172,567​See Notes to Consolidated Financial Statements. --- ## Modified: Cybersecurity Risk Management and Strategy **Key changes:** - Reworded sentence: "Bio-Techne's cybersecurity strategy is to maintain and fortify a secure, actively-monitored environment for our and our customers' data that complies with legal requirements [and industry best practice] while supporting our and our customers' business needs." - Reworded sentence: "This facility is currently being held-for-sale.The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England." - Reworded sentence: "This facility is utilized by the Company's Protein Sciences segment.31 Table of Contents Table of Contents Table of Contents Our IT Security Operations team administers and monitors the prevention, detection, mitigation, and remediation of potential cybersecurity risks." - Reworded sentence: "This facility is currently being held-for-sale.The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England." - Reworded sentence: "This facility is utilized by the Company's Protein Sciences segment." **Prior (2023):** If the Company does not comply with existing or new laws and regulations related to protecting the privacy and security of personal or health information, it could be subject to monetary fines, civil penalties or criminal sanctions. In the U.S., the Health Insurance Portability and Accountability Act of 1996 (HIPAA) privacy and security regulations, including the expanded requirements under U.S. Health Information Technology for Economic and Clinical Health Act (HITECH), establish comprehensive standards with respect to the use and disclosure of protected health information (PHI) by covered entities, in addition to setting standards to protect the confidentiality, integrity and security of PHI. HIPAA restricts the Company's ability to use or disclose PHI, without patient authorization, for purposes other than payment, treatment or healthcare operations (as defined by HIPAA), except for disclosures for various public policy purposes and other permitted purposes outlined in the privacy regulations. If the laboratory operations for the Company's business use or disclose PHI improperly under these privacy regulations, they may incur significant fines and other penalties for wrongful use or disclosure of PHI in violation of the privacy and security regulations, including potential civil and criminal fines and penalties. ​ 29 29 Table of ContentsITEM 1B. UNRESOLVED STAFF COMMENTSThere are no unresolved staff comments as of the date of this report.ITEM 2. PROPERTIESThe Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company's Protein Sciences and Diagnostics and Genomics segments.The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings. Bio-Techne uses approximately 710,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities. The Company is currently leasing the remaining space in the complex as retail and office space. The Company also owns a 61,000 square foot facility in Saint Paul, Minnesota that is utilized for additional manufacturing capabilities and activities.The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is utilized by the Company's Protein Sciences segment.The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company's Protein Sciences and Diagnostics and Genomics segments.The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company's Protein Sciences segment.The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut. This facility is utilized by the Company's Protein Sciences segment.The Company leases the following material facilities, which are utilized by both the Company's Protein Sciences segment the Diagnostics & Genomics segment. Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report.​​​​​​​​Subsidiary Location Type Square Feet​​​​​​​Bio-Techne Ltd Langley, United Kingdom Warehouse 12,000Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000PrimeGene Shanghai, China Office/manufacturing/lab 79,900Bionostics Devens, Massachusetts Office/manufacturing 70,000Novus Biologicals Centennial, Colorado Office/warehouse 74,000ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000ProteinSimple Ltd. Ottawa, Canada Office/manufacturing/warehouse 10,800CyVek Wallingford, Connecticut Office/manufacturing/warehouse 22,700Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900Bio-Techne France Rennes, France Office/warehouse 11,000Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400R&D Systems Minneapolis, Minnesota Office/manufacturing/warehouse 10,700Asuragen Austin, Texas Office/manufacturing/warehouse 47,400Bio-Techne Ireland​Dublin, Ireland​Warehouse​ 25,000​ITEM 3. LEGAL PROCEEDINGSAs of August 18, 2023, 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.30 Table of Contents Table of Contents Table of Contents ITEM 1B. UNRESOLVED STAFF COMMENTSThere are no unresolved staff comments as of the date of this report.ITEM 2. PROPERTIESThe Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company's Protein Sciences and Diagnostics and Genomics segments.The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings. Bio-Techne uses approximately 710,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities. The Company is currently leasing the remaining space in the complex as retail and office space. The Company also owns a 61,000 square foot facility in Saint Paul, Minnesota that is utilized for additional manufacturing capabilities and activities.The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is utilized by the Company's Protein Sciences segment.The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company's Protein Sciences and Diagnostics and Genomics segments.The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company's Protein Sciences segment.The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut. This facility is utilized by the Company's Protein Sciences segment.The Company leases the following material facilities, which are utilized by both the Company's Protein Sciences segment the Diagnostics & Genomics segment. Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report.​​​​​​​​Subsidiary Location Type Square Feet​​​​​​​Bio-Techne Ltd Langley, United Kingdom Warehouse 12,000Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000PrimeGene Shanghai, China Office/manufacturing/lab 79,900Bionostics Devens, Massachusetts Office/manufacturing 70,000Novus Biologicals Centennial, Colorado Office/warehouse 74,000ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000ProteinSimple Ltd. Ottawa, Canada Office/manufacturing/warehouse 10,800CyVek Wallingford, Connecticut Office/manufacturing/warehouse 22,700Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900Bio-Techne France Rennes, France Office/warehouse 11,000Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400R&D Systems Minneapolis, Minnesota Office/manufacturing/warehouse 10,700Asuragen Austin, Texas Office/manufacturing/warehouse 47,400Bio-Techne Ireland​Dublin, Ireland​Warehouse​ 25,000​ITEM 3. LEGAL PROCEEDINGSAs of August 18, 2023, 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 1B. UNRESOLVED STAFF COMMENTS There are no unresolved staff comments as of the date of this report. ITEM 2. PROPERTIES The Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company's Protein Sciences and Diagnostics and Genomics segments. The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings. Bio-Techne uses approximately 710,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities. The Company is currently leasing the remaining space in the complex as retail and office space. The Company also owns a 61,000 square foot facility in Saint Paul, Minnesota that is utilized for additional manufacturing capabilities and activities. The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is utilized by the Company's Protein Sciences segment. The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company's Protein Sciences and Diagnostics and Genomics segments. The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company's Protein Sciences segment. The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut. This facility is utilized by the Company's Protein Sciences segment. The Company leases the following material facilities, which are utilized by both the Company's Protein Sciences segment the Diagnostics & Genomics segment. Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subsidiary Location Type **Current (2024):** Bio-Techne's cybersecurity strategy is to maintain and fortify a secure, actively-monitored environment for our and our customers' data that complies with legal requirements [and industry best practice] while supporting our and our customers' business needs. Our cybersecurity program follows industry standards and best practice for preventing, detecting, remediating, and mitigating potential cybersecurity threats, including regular processes to identify, evaluate and manage potential risks. ​ 30 30 Table of ContentsOur IT Security Operations team administers and monitors the prevention, detection, mitigation, and remediation of potential cybersecurity risks. This team leverages both Bio-Techne's internal IT resources, including its personnel, as well as managed security service providers and other third-party security software and technology services, as well as through other means. We also have implemented processes and technologies for network monitoring and data loss prevention procedures.​We conduct periodic risk assessments, including with support from external vendors, to assess our cyber program, identify areas of enhancement, and develop strategies for the mitigation of cyber risks. We also conduct regular security testing and have established a vulnerability management process supported by security testing, for the treatment of identified security risks based on severity, including risks arising from our use of third party providers software and service providers. In addition to our evolving processes and systems, we foster a culture of cybersecurity education, training, and testing. Every year, employees in sensitive job categories must take and pass rigorous information security and protection training. ​We partner with experienced external consultants to assess our cybersecurity program, and to perform penetration testing as well as other testing programs designed to identify vulnerabilities and areas for fortification. Also, as part of our cybersecurity risk management program we maintain cyber insurance, with coverage amounts and terms that are typical and appropriate for a company of our size and type. This insurance may not be sufficient to cover us against all types of claims related to security breaches, cyberattacks and other related breaches. ​ITEM 2. PROPERTIESThe Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company's Protein Sciences and Diagnostics and Genomics segments.The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings. Bio-Techne uses approximately 710,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities. The Company is currently leasing the remaining space in the complex as retail and office space. The Company also owns a 61,000 square foot facility in Saint Paul, Minnesota that is utilized for additional manufacturing capabilities and activities.The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is currently being held-for-sale.The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company's Protein Sciences and Diagnostics and Genomics segments.The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company's Protein Sciences segment.The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut. This facility is utilized by the Company's Protein Sciences segment.31 Table of Contents Table of Contents Table of Contents Our IT Security Operations team administers and monitors the prevention, detection, mitigation, and remediation of potential cybersecurity risks. This team leverages both Bio-Techne's internal IT resources, including its personnel, as well as managed security service providers and other third-party security software and technology services, as well as through other means. We also have implemented processes and technologies for network monitoring and data loss prevention procedures.​We conduct periodic risk assessments, including with support from external vendors, to assess our cyber program, identify areas of enhancement, and develop strategies for the mitigation of cyber risks. We also conduct regular security testing and have established a vulnerability management process supported by security testing, for the treatment of identified security risks based on severity, including risks arising from our use of third party providers software and service providers. In addition to our evolving processes and systems, we foster a culture of cybersecurity education, training, and testing. Every year, employees in sensitive job categories must take and pass rigorous information security and protection training. ​We partner with experienced external consultants to assess our cybersecurity program, and to perform penetration testing as well as other testing programs designed to identify vulnerabilities and areas for fortification. Also, as part of our cybersecurity risk management program we maintain cyber insurance, with coverage amounts and terms that are typical and appropriate for a company of our size and type. This insurance may not be sufficient to cover us against all types of claims related to security breaches, cyberattacks and other related breaches. ​ITEM 2. PROPERTIESThe Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company's Protein Sciences and Diagnostics and Genomics segments.The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings. Bio-Techne uses approximately 710,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities. The Company is currently leasing the remaining space in the complex as retail and office space. The Company also owns a 61,000 square foot facility in Saint Paul, Minnesota that is utilized for additional manufacturing capabilities and activities.The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is currently being held-for-sale.The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company's Protein Sciences and Diagnostics and Genomics segments.The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company's Protein Sciences segment.The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut. This facility is utilized by the Company's Protein Sciences segment. Our IT Security Operations team administers and monitors the prevention, detection, mitigation, and remediation of potential cybersecurity risks. This team leverages both Bio-Techne's internal IT resources, including its personnel, as well as managed security service providers and other third-party security software and technology services, as well as through other means. We also have implemented processes and technologies for network monitoring and data loss prevention procedures. ​ We conduct periodic risk assessments, including with support from external vendors, to assess our cyber program, identify areas of enhancement, and develop strategies for the mitigation of cyber risks. We also conduct regular security testing and have established a vulnerability management process supported by security testing, for the treatment of identified security risks based on severity, including risks arising from our use of third party providers software and service providers. In addition to our evolving processes and systems, we foster a culture of cybersecurity education, training, and testing. Every year, employees in sensitive job categories must take and pass rigorous information security and protection training. ​ We partner with experienced external consultants to assess our cybersecurity program, and to perform penetration testing as well as other testing programs designed to identify vulnerabilities and areas for fortification. Also, as part of our cybersecurity risk management program we maintain cyber insurance, with coverage amounts and terms that are typical and appropriate for a company of our size and type. This insurance may not be sufficient to cover us against all types of claims related to security breaches, cyberattacks and other related breaches. ​ ITEM 2. PROPERTIES The Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company's Protein Sciences and Diagnostics and Genomics segments. The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings. Bio-Techne uses approximately 710,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities. The Company is currently leasing the remaining space in the complex as retail and office space. The Company also owns a 61,000 square foot facility in Saint Paul, Minnesota that is utilized for additional manufacturing capabilities and activities. The Company also owns a 34,000 square foot manufacturing facility in Flowery Branch, Georgia. This facility is currently being held-for-sale. The Company owns a 16,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company's Protein Sciences and Diagnostics and Genomics segments. The Company owns a 9,000 square foot facility that its Canada subsidiaries occupy in Toronto, Canada. This facility is utilized by the Company's Protein Sciences segment. The Company owns a 52,700 square foot manufacturing facility in Wallingford, Connecticut. This facility is utilized by the Company's Protein Sciences segment. 31 31 Table of ContentsThe Company leases the following material facilities, which are utilized by both the Company's Protein Sciences segment the Diagnostics & Genomics segment. Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report.​​​​​​​​Subsidiary Location Type Square Feet​​​​​​​Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000PrimeGene Shanghai, China Office/manufacturing/lab 59,300Bionostics Devens, Massachusetts Office/manufacturing 70,000Novus Biologicals Centennial, Colorado Office/warehouse 74,000ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000ProteinSimple Ltd. Ottawa, Canada Office/manufacturing/warehouse 10,800Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900Bio-Techne France Rennes, France Office/warehouse 11,000Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400Asuragen Austin, Texas Office/manufacturing/warehouse 47,400Bio-Techne Ireland​Dublin, Ireland​Warehouse​ 25,000Lunaphore​Tolochenaz, Switzerland​Office/manufacturing/warehouse​ 24,985​​ITEM 3. LEGAL PROCEEDINGSAs of August 16, 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 4. MINE SAFETY DISCLOSURESNot applicable.PART IIITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe Company's common stock is listed on the NASDAQ stock exchange under the symbol "TECH". Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details. Holders of Common Stock and Dividends PaidAs of August 16, 2024, there were over 160,000 beneficial shareholders of the Company's common stock and over 110 shareholders of record. The Company paid annual cash dividends totaling $50.4 million, $50.3 million, and $50.2 million in fiscal 2024, 2023, and 2022, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 31, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.32 Table of Contents Table of Contents Table of Contents The Company leases the following material facilities, which are utilized by both the Company's Protein Sciences segment the Diagnostics & Genomics segment. Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report.​​​​​​​​Subsidiary Location Type Square Feet​​​​​​​Bio-Techne China Shanghai and Beijing, China Office/warehouse 29,200Tocris Bristol, United Kingdom Office/manufacturing/lab/warehouse 30,000PrimeGene Shanghai, China Office/manufacturing/lab 59,300Bionostics Devens, Massachusetts Office/manufacturing 70,000Novus Biologicals Centennial, Colorado Office/warehouse 74,000ProteinSimple San Jose, California Office/manufacturing/warehouse 98,000ProteinSimple Ltd. Ottawa, Canada Office/manufacturing/warehouse 10,800Cliniqa San Marcos, California Office/manufacturing/warehouse 62,800Advanced Cell Diagnostics Newark, California Office/manufacturing/warehouse 55,900Bio-Techne France Rennes, France Office/warehouse 11,000Exosome Diagnostics Waltham, Massachusetts Office/manufacturing/warehouse 38,400Asuragen Austin, Texas Office/manufacturing/warehouse 47,400Bio-Techne Ireland​Dublin, Ireland​Warehouse​ 25,000Lunaphore​Tolochenaz, Switzerland​Office/manufacturing/warehouse​ 24,985​​ITEM 3. LEGAL PROCEEDINGSAs of August 16, 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 4. MINE SAFETY DISCLOSURESNot applicable.PART IIITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDERMATTERS AND ISSUER PURCHASES OF EQUITY SECURITIESThe Company's common stock is listed on the NASDAQ stock exchange under the symbol "TECH". Prior period results have been adjusted to reflect the four-for-one stock split effected in the form of a stock dividend on November 29, 2022. See Note 1 for details. Holders of Common Stock and Dividends PaidAs of August 16, 2024, there were over 160,000 beneficial shareholders of the Company's common stock and over 110 shareholders of record. The Company paid annual cash dividends totaling $50.4 million, $50.3 million, and $50.2 million in fiscal 2024, 2023, and 2022, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future.On August 31, 2022, the Company entered into an amended and restated Credit Agreement that provides for a revolving credit facility of $1 billion, which can be increased by an additional $400 million subject to certain conditions. The credit facility is governed by a Credit Agreement dated August 31, 2022 and matures on August 31, 2027. The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder. The Company leases the following material facilities, which are utilized by both the Company's Protein Sciences segment the Diagnostics & Genomics segment. Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Subsidiary Location Type --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Consolidated gross margin percentage ​ 66.4 % 67.7 % 68.4 % Identified adjustments: ​ ​ ​ Costs recognized upon sale of acquired inventory ​ 0.1 % 0.0 % 0.1 % Amortization of intangibles ​ 4.0 % 4.0 % 3.7 % Stock compensation expense - COGS ​ 0.1 % 0.1 % 0.1 % Restructuring and restructuring-related costs ​ 0.3 % - % - % Impact of partially-owned consolidated subsidiaries(1) ​ - % (0.1) % 0.2 % Impact of business held-for-sale(2) ​ 0.1 % - % - % Non-GAAP adjusted gross margin percentage ​ 71.0 % 71.7 % 72.5 % ​ (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 and the full fiscal year of 2022." - Reworded sentence: "Segment gross margins, as a percentage of net sales, were as follows:​​​​​​​​​​ Year Ended June 30, ​​2024 2023 2022 ​​​​​​​​Protein Sciences 75.7% 75.3% 75.5%Diagnostics and Genomics 58.7% 61.2% 63.1%​The increase in the Protein Sciences segment's gross margin percentage for fiscal 2024 as compared to fiscal 2023 was primarily attributable to the exclusion of a business held-for-sale." - Reworded sentence: "Selling, General and Administrative ExpensesSelling, general and administrative expenses increased $88.0 million (23%) in fiscal 2024 when compared to fiscal 2023." - Reworded sentence: "38 Table of Contents Table of Contents Table of Contents ​Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and changes in product mix." - Reworded sentence: "Segment gross margins, as a percentage of net sales, were as follows:​​​​​​​​​​ Year Ended June 30, ​​2024 2023 2022 ​​​​​​​​Protein Sciences 75.7% 75.3% 75.5%Diagnostics and Genomics 58.7% 61.2% 63.1%​The increase in the Protein Sciences segment's gross margin percentage for fiscal 2024 as compared to fiscal 2023 was primarily attributable to the exclusion of a business held-for-sale." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Selling, General and Administrative Expenses **Key changes:** - Added sentence: "Selling, general and administrative expenses increased $88.0 million (23%) in fiscal 2024 when compared to fiscal 2023." - Added sentence: "Selling, general, and administrative expenses increased primarily due to the Lunaphore acquisition, impairment of assets held-for-sale, certain litigation charges, restructuring and restructuring-related charges, and CEO transition charges." - Reworded sentence: "38 38 Table of ContentsConsolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 217,595​$ 203,834​$ 195,328Diagnostics and Genomics​ 127,131​ 101,805​ 93,578Total segment expenses​ 344,726​ 305,639​ 288,906Amortization of intangibles​ 31,710​ 32,076​ 32,492Acquisition related expenses​ 6,980​ (9,965)​ (19,082)Eminence impairment(1)​​ - ​​ - ​​ 18,715Legal fees​​ 3,506​​ - ​​ - Restructuring and restructuring-related costs​ 8,896​ 3,829​ 1,640Stock-based compensation​ 39,452​ 40,269​ 45,085Impairment of assets held-for-sale​​ 21,963​​ - ​​ - Corporate selling, general and administrative expenses​ 9,142​ 6,530​ 5,010Total selling, general and administrative expenses​$ 466,375​$ 378,378​$ 372,766​(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment." - Reworded sentence: "39 Table of Contents Table of Contents Table of Contents Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 217,595​$ 203,834​$ 195,328Diagnostics and Genomics​ 127,131​ 101,805​ 93,578Total segment expenses​ 344,726​ 305,639​ 288,906Amortization of intangibles​ 31,710​ 32,076​ 32,492Acquisition related expenses​ 6,980​ (9,965)​ (19,082)Eminence impairment(1)​​ - ​​ - ​​ 18,715Legal fees​​ 3,506​​ - ​​ - Restructuring and restructuring-related costs​ 8,896​ 3,829​ 1,640Stock-based compensation​ 39,452​ 40,269​ 45,085Impairment of assets held-for-sale​​ 21,963​​ - ​​ - Corporate selling, general and administrative expenses​ 9,142​ 6,530​ 5,010Total selling, general and administrative expenses​$ 466,375​$ 378,378​$ 372,766​(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment." - Removed sentence: "Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5." **Prior (2023):** Selling, general and administrative expenses increased $5.6 million (2%) in fiscal 2023 when compared to fiscal 2022. Selling, general, and administrative expenses increased primarily due to strategic investments made in the business to support future growth including the Namocell acquisition. 36 36 Table of ContentsSelling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021. Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021's Asuragen acquisition and strategic investments made in the business to support future growth. Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 203,834​$ 195,328​$ 159,489Diagnostics and Genomics​ 101,805​ 93,578​ 75,160Total segment expenses​ 305,639​ 288,906​ 234,649Amortization of intangibles​ 32,076​ 32,492​ 27,788Acquisition related expenses​ (9,965)​ (19,082)​ 7,097Eminence Impairment(1)​​ - ​​ 18,715​​ - Restructuring costs​ 3,829​ 1,640​ 142Stock-based compensation​ 40,269​ 45,085​ 50,200Corporate selling, general and administrative expenses​ 6,530​ 5,010​ 5,075Total selling, general and administrative expenses​$ 378,378​$ 372,766​$ 324,951(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $5.4 million (6%) and $16.5 million (23%) in fiscal 2023 and 2022, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2023 as compared to 2022 was primarily attributable to strategic growth investments including the Namocell acquisition. The increase in research and development expenses in fiscal 2022 as compared to fiscal 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. ​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 58,251​$ 56,370​$ 46,361Diagnostics and Genomics​ 34,242​ 30,770​ 24,242Total segment expenses​ 92,493​ 87,140​ 70,603Unallocated corporate expenses​ - ​ - ​ - Total research and development expenses​$ 92,493​$ 87,140​$ 70,603​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2023, 2022, and 2021 was ($7.8) million, $(10.5) million, and $(13.5) million, respectively. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5. 37 Table of Contents Table of Contents Table of Contents Selling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021. Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021's Asuragen acquisition and strategic investments made in the business to support future growth. Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 203,834​$ 195,328​$ 159,489Diagnostics and Genomics​ 101,805​ 93,578​ 75,160Total segment expenses​ 305,639​ 288,906​ 234,649Amortization of intangibles​ 32,076​ 32,492​ 27,788Acquisition related expenses​ (9,965)​ (19,082)​ 7,097Eminence Impairment(1)​​ - ​​ 18,715​​ - Restructuring costs​ 3,829​ 1,640​ 142Stock-based compensation​ 40,269​ 45,085​ 50,200Corporate selling, general and administrative expenses​ 6,530​ 5,010​ 5,075Total selling, general and administrative expenses​$ 378,378​$ 372,766​$ 324,951(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $5.4 million (6%) and $16.5 million (23%) in fiscal 2023 and 2022, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2023 as compared to 2022 was primarily attributable to strategic growth investments including the Namocell acquisition. The increase in research and development expenses in fiscal 2022 as compared to fiscal 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021. ​​​​​​​​​​​ Year Ended June 30, ​​2023​2022​2021​​​​​​​​​​Protein Sciences​$ 58,251​$ 56,370​$ 46,361Diagnostics and Genomics​ 34,242​ 30,770​ 24,242Total segment expenses​ 92,493​ 87,140​ 70,603Unallocated corporate expenses​ - ​ - ​ - Total research and development expenses​$ 92,493​$ 87,140​$ 70,603​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2023, 2022, and 2021 was ($7.8) million, $(10.5) million, and $(13.5) million, respectively. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5. Selling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021. Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021's Asuragen acquisition and strategic investments made in the business to support future growth. Consolidated selling, general and administrative expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** Selling, general and administrative expenses increased $88.0 million (23%) in fiscal 2024 when compared to fiscal 2023. Selling, general, and administrative expenses increased primarily due to the Lunaphore acquisition, impairment of assets held-for-sale, certain litigation charges, restructuring and restructuring-related charges, and CEO transition charges. Selling, general and administrative expenses increased $5.6 million (2%) in fiscal 2023 when compared to fiscal 2022. Selling, general, and administrative expenses increased primarily due to strategic investments made in the business to support future growth including the Namocell acquisition. 38 38 Table of ContentsConsolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 217,595​$ 203,834​$ 195,328Diagnostics and Genomics​ 127,131​ 101,805​ 93,578Total segment expenses​ 344,726​ 305,639​ 288,906Amortization of intangibles​ 31,710​ 32,076​ 32,492Acquisition related expenses​ 6,980​ (9,965)​ (19,082)Eminence impairment(1)​​ - ​​ - ​​ 18,715Legal fees​​ 3,506​​ - ​​ - Restructuring and restructuring-related costs​ 8,896​ 3,829​ 1,640Stock-based compensation​ 39,452​ 40,269​ 45,085Impairment of assets held-for-sale​​ 21,963​​ - ​​ - Corporate selling, general and administrative expenses​ 9,142​ 6,530​ 5,010Total selling, general and administrative expenses​$ 466,375​$ 378,378​$ 372,766​(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $4.2 million (5%) and $5.4 million (6%) in fiscal 2024 and 2023, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2024 and fiscal 2023 compared to the prior periods was primarily attributable to strategic growth investments including the acquisitions of Lunaphore and Namocell in fiscal 2024 and fiscal 2023, respectively. Consolidated research and development expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 56,911​$ 58,251​$ 56,370Diagnostics and Genomics​ 39,753​ 34,242​ 30,770Total research and development expenses​$ 96,664​$ 92,493​$ 87,140​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2024, 2023, and 2022 was ($12.4) million, $(7.8) million, and $(10.5) million, respectively. During fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. 39 Table of Contents Table of Contents Table of Contents Consolidated selling, general and administrative expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 217,595​$ 203,834​$ 195,328Diagnostics and Genomics​ 127,131​ 101,805​ 93,578Total segment expenses​ 344,726​ 305,639​ 288,906Amortization of intangibles​ 31,710​ 32,076​ 32,492Acquisition related expenses​ 6,980​ (9,965)​ (19,082)Eminence impairment(1)​​ - ​​ - ​​ 18,715Legal fees​​ 3,506​​ - ​​ - Restructuring and restructuring-related costs​ 8,896​ 3,829​ 1,640Stock-based compensation​ 39,452​ 40,269​ 45,085Impairment of assets held-for-sale​​ 21,963​​ - ​​ - Corporate selling, general and administrative expenses​ 9,142​ 6,530​ 5,010Total selling, general and administrative expenses​$ 466,375​$ 378,378​$ 372,766​(1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment. ​Research and Development ExpensesResearch and development expenses increased $4.2 million (5%) and $5.4 million (6%) in fiscal 2024 and 2023, respectively, as compared to prior year periods. The increase in research and development expenses in fiscal 2024 and fiscal 2023 compared to the prior periods was primarily attributable to strategic growth investments including the acquisitions of Lunaphore and Namocell in fiscal 2024 and fiscal 2023, respectively. Consolidated research and development expenses were composed of the following (in thousands):​​​​​​​​​​​ Year Ended June 30, ​​2024​2023​2022​​​​​​​​​​Protein Sciences​$ 56,911​$ 58,251​$ 56,370Diagnostics and Genomics​ 39,753​ 34,242​ 30,770Total research and development expenses​$ 96,664​$ 92,493​$ 87,140​Net Interest Income / (Expense)Net interest income/(expense) for fiscal 2024, 2023, and 2022 was ($12.4) million, $(7.8) million, and $(10.5) million, respectively. During fiscal 2024, average monthly outstanding debt was higher than fiscal 2023 leading to increased interest expense compared to fiscal 2023. Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023. Consolidated selling, general and administrative expenses were composed of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2024 2023 2022 CASH FLOWS FROM OPERATING ACTIVITIES: ​ ​ ​ ​ Net earnings, including noncontrolling interest ​ $ 168,105 $ 285,442 $ 263,099 Adjustments to reconcile net earnings to net cash provided by operating activities: ​ ​ Depreciation and amortization ​ 111,711 107,238 101,069 Costs recognized on sale of acquired inventory ​ 729 400 1,596 Deferred income taxes ​ (39,447) (29,567) 6,816 Stock-based compensation expense ​ 38,042 39,230 42,183 Fair value adjustment to contingent consideration payable ​ (3,500) (12,100) (20,400) Contingent consideration payments - operating ​ ​ - ​ - ​ (3,300) Gain on sale of CCXI investment ​ - (37,176) - Fair value adjustment on available-for-sale investments ​ (283) (472) (15,002) Loss on equity method investment ​ ​ 6,841 ​ 1,143 ​ - Asset impairment restructuring ​ ​ 2,634 ​ - ​ 546 Eminence impairment ​ ​ - ​ - ​ 18,715 Gain on sale of Eminence ​ ​ - ​ (11,682) ​ - Leases, net ​ 1,708 2,059 (1,201) Impairment of assets held-for-sale ​ ​ 21,963 ​ - ​ - Other operating activity ​ 584 455 668 Change in operating assets and operating liabilities, net of acquisition: ​ ​ ​ Trade accounts and other receivables, net ​ (20,533) (20,867) (57,596) Inventories ​ (14,215) (30,167) (32,007) Prepaid expenses ​ (3,146) (4,585) (3,082) Trade accounts payable, accrued expenses, contract liabilities, and other ​ 25,769 (7,908) 12,741 Salaries, wages and related accruals ​ 12,618 (24,558) 7,760 Income taxes payable ​ (10,599) (2,492) 2,667 Net cash provided by (used in) operating activities ​ 298,981 254,393 325,272 ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES: ​ ​ Proceeds from sale of available-for-sale investments ​ 28,083 35,236 26,055 Purchases of available-for-sale investments ​ (5,526) (20,500) (52,998) Proceeds from sale of CCXI investment ​ ​ - ​ 73,219 ​ - Additions to property and equipment ​ (62,877) (38,244) (44,908) Acquisitions, net of cash acquired ​ (169,707) (101,184) - Distributions from (Investments in) Wilson Wolf ​ ​ 6,997 ​ (232,000) - Proceeds from sale of Eminence ​ - 17,824 ​ - Investment of forward purchase contract ​ ​ - ​ - ​ (25,000) Net cash provided by (used in) investing activities ​ (203,030) (265,649) (96,851) ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES: ​ Cash dividends ​ (50,419) (50,285) (50,185) Proceeds from stock option exercises ​ 60,935 29,813 77,155 Re-purchases of common stock ​ (80,042) (19,562) (160,950) Borrowings under line-of-credit agreement ​ 225,000 619,661 90,000 Repayments of long-term debt ​ (256,000) (525,661) (175,500) Contingent consideration payments - financing ​ ​ - ​ - ​ (700) Taxes paid on RSUs and net share settlements ​ ​ (21,872) ​ (28,893) ​ (23,461) Other financing activity ​ - (2,457) 788 Net cash provided by (used in) financing activities ​ (122,398) 22,616 (242,853) ​ ​ ​ ​ ​ ​ ​ ​ Effect of exchange rate changes on cash and cash equivalents ​ (2,333) (3,356) (12,092) Net change in cash and cash equivalents ​ (28,780) 8,004 (26,524) Cash and cash equivalents at beginning of period ​ 180,571 172,567 199,091 Cash and cash equivalents at end of period ​ $ 151,791 $ 180,571 $ 172,567 ​ See Notes to Consolidated Financial Statements." - Reworded sentence: "Equity method investments: The company accounts for its equity method investments in accordance with ASC 323, Investments - Equity Method and Joint Ventures." - Reworded sentence: "Equity method investments: The company accounts for its equity method investments in accordance with ASC 323, Investments - Equity Method and Joint Ventures." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Not Yet Adopted Accounting Pronouncements **Key changes:** - Reworded sentence: "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." - Removed sentence: "Prior to fiscal year 2021, the Company had not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied." - Removed sentence: "The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided." - Removed sentence: "Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare." - Removed sentence: "The amount of cash received in fiscal 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million." **Prior (2023):** 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 57 57 Table of Contentsrevenues 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. Prior to fiscal year 2021, the Company had not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied. The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. Prior to fiscal year 2023, the Company recorded revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration was constrained since we did not have significant historical experience collecting payments not reimbursed by Medicare or other insurance providers and it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. During the first half of fiscal 2022, we began to see an increase in claim volume due to strategic initiatives, including broader messaging around the importance of cancer screenings during the COVID-19 pandemic, and the acute phase of the COVID-19 pandemic subsiding. Given these factors, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2022 for laboratory services that are not reimbursed by Medicare. The amount of cash received in fiscal 2023 for non-Medicare laboratory services that were performed prior to July 1, 2022 was approximately $0.9 million. 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 June 30, 2023. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2023 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2023 and June 30, 2022 were approximately $24.6 million and $25.5 million, respectively. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. 58 Table of Contents Table of Contents Table of Contents 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. Prior to fiscal year 2021, the Company had not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied. The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. Prior to fiscal year 2023, the Company recorded revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration was constrained since we did not have significant historical experience collecting payments not reimbursed by Medicare or other insurance providers and it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. During the first half of fiscal 2022, we began to see an increase in claim volume due to strategic initiatives, including broader messaging around the importance of cancer screenings during the COVID-19 pandemic, and the acute phase of the COVID-19 pandemic subsiding. Given these factors, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2022 for laboratory services that are not reimbursed by Medicare. The amount of cash received in fiscal 2023 for non-Medicare laboratory services that were performed prior to July 1, 2022 was approximately $0.9 million. 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 June 30, 2023. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2023 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2023 and June 30, 2022 were approximately $24.6 million and $25.5 million, respectively. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. 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. Prior to fiscal year 2021, the Company had not recognized revenue upon completion of the performance obligation for laboratory services, but rather upon cash receipt, which was subsequent to the performance obligation being satisfied. The Company accounted for these services based on cash receipts as we did not have significant historical experience collecting payments from Medicare or other insurance providers and considered the variable consideration for such services to be constrained as it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. Given Medicare coverage for our laboratory services became effective on December 1, 2019, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2020 for laboratory services that are reimbursed by Medicare. The amount of cash received in fiscal 2021 for laboratory services reimbursed by Medicare that were performed prior to July 1, 2020 was approximately $0.5 million. Prior to fiscal year 2023, the Company recorded revenue based on cash receipts for laboratory services not reimbursed by Medicare, as the variable consideration was constrained since we did not have significant historical experience collecting payments not reimbursed by Medicare or other insurance providers and it would not be probable that a significant amount of revenue would not need to be reversed in future periods for the services provided. During the first half of fiscal 2022, we began to see an increase in claim volume due to strategic initiatives, including broader messaging around the importance of cancer screenings during the COVID-19 pandemic, and the acute phase of the COVID-19 pandemic subsiding. Given these factors, the Company considered it to have sufficient data to estimate variable consideration as of July 1, 2022 for laboratory services that are not reimbursed by Medicare. The amount of cash received in fiscal 2023 for non-Medicare laboratory services that were performed prior to July 1, 2022 was approximately $0.9 million. 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 June 30, 2023. Contracts with customers that contain instruments may include multiple performance obligations. For these contracts, the Company allocates the contract's transaction price to each performance obligation on a relative standalone selling price basis. Allocation of the transaction price is determined at the contracts' inception. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Service arrangements commonly call for payments in advance of performing the work (e.g. extended warranty and service contracts), upon completion of the service (e.g. custom development manufacturing) or a mix of both. Contract assets include revenues recognized in advance of billings. Contract assets are included within other current assets in the accompanying balance sheet as the amount of time expected to lapse until the company's right to consideration becomes unconditional is less than one year. We elected the practical expedient allowing us to expense contract costs that would otherwise be capitalized and amortized over a period of less than one year. Contract assets as of June 30, 2023 are not material. Contract liabilities include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on warranty contracts. Contract liabilities as of June 30, 2023 and June 30, 2022 were approximately $24.6 million and $25.5 million, respectively. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. Contract liabilities in excess of one year are included in Other long-term liabilities on the consolidated balance sheet. 58 58 Table of ContentsAny claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows:​​​​​​​​​​​​ ​​​​​​​​​​Year ended June 30, ​ 2023 2022 2021Consumables​$ 917,733​$ 890,874​$ 751,985Instruments​ 112,085​ 120,758​ 93,782Services​ 85,784​ 71,988​ 66,416Total product and services revenue, net​ 1,115,602​$ 1,083,620​ 912,183Royalty revenues​ 21,100​ 21,979​ 18,849Total revenues, net​$ 1,136,702​$ 1,105,599​$ 931,032​Revenue by geography is as follows:​​​​​​​​​​​ ​​​​​​​​​​Year Ended June 30, ​ 2023 2022 2021​ ​ ​ ​ United States​$ 642,465​$ 614,107​$ 502,080EMEA, excluding United Kingdom​ 220,230​ 219,055​ 204,264United Kingdom​ 49,457​ 48,637​ 40,945APAC, excluding Greater China​ 73,190​ 76,139​ 69,013Greater China​ 113,868​ 112,438​ 87,556Rest of World​ 37,492​ 35,223​ 27,174Net Sales​$ 1,136,702​$ 1,105,599​$ 931,032​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​ June 30, ​ 2023 2022​​​​​​​Raw materials​$ 84,551​$ 79,291Finished goods(1)​ 92,474​ 66,943Inventories, net​$ 177,025​$ 146,234(1)Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date.59 Table of Contents Table of Contents Table of Contents Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Although the amounts recorded for these revenue deductions are dependent on estimates and assumptions, historically our adjustments to actual results have not been material.Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenue. Amounts billed to customers for shipping and handling are included in revenue, while the related shipping and handling costs are reflected in cost of products. We elected the practical expedient that allows us to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, and we accrue costs of shipping and handling when the related revenue is recognized. The following tables present our disaggregated revenue for the periods presented.Revenue by type is as follows:​​​​​​​​​​​​ ​​​​​​​​​​Year ended June 30, ​ 2023 2022 2021Consumables​$ 917,733​$ 890,874​$ 751,985Instruments​ 112,085​ 120,758​ 93,782Services​ 85,784​ 71,988​ 66,416Total product and services revenue, net​ 1,115,602​$ 1,083,620​ 912,183Royalty revenues​ 21,100​ 21,979​ 18,849Total revenues, net​$ 1,136,702​$ 1,105,599​$ 931,032​Revenue by geography is as follows:​​​​​​​​​​​ ​​​​​​​​​​Year Ended June 30, ​ 2023 2022 2021​ ​ ​ ​ United States​$ 642,465​$ 614,107​$ 502,080EMEA, excluding United Kingdom​ 220,230​ 219,055​ 204,264United Kingdom​ 49,457​ 48,637​ 40,945APAC, excluding Greater China​ 73,190​ 76,139​ 69,013Greater China​ 113,868​ 112,438​ 87,556Rest of World​ 37,492​ 35,223​ 27,174Net Sales​$ 1,136,702​$ 1,105,599​$ 931,032​​Note 3. Supplemental Balance Sheet and Cash Flow Information:Inventories:Inventories consist of (in thousands):​​​​​​​​ June 30, ​ 2023 2022​​​​​​​Raw materials​$ 84,551​$ 79,291Finished goods(1)​ 92,474​ 66,943Inventories, net​$ 177,025​$ 146,234(1)Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** 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. 62 62 Table of ContentsThe 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 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 June 30, 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 June 30, 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 June 30, 2024 and June 30, 2023 were approximately $30.2 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the year ended June 30, 2024 were approximately $20.9 million. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. 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 63 Table of Contents Table of Contents Table of Contents 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 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 June 30, 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 June 30, 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 June 30, 2024 and June 30, 2023 were approximately $30.2 million and $24.6 million, respectively. Contract liabilities as of June 30, 2023 subsequently recognized as revenue during the year ended June 30, 2024 were approximately $20.9 million. Contract liabilities as of June 30, 2022 subsequently recognized as revenue during the year ended June 30, 2023 were approximately $21.5 million. 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 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 consolidated financial statements. --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net earnings before taxes - GAAP ​ $ 185,689 ​ $ 338,659 ​ $ 301,386 ​ Identified adjustments attributable to Bio-Techne: ​ ​ ​ ​ ​ ​ Costs recognized upon sale of acquired inventory ​ 729 ​ 400 ​ 1,596 ​ Amortization of intangibles ​ 78,318 ​ 76,413 ​ 73,054 ​ Amortization of Wilson Wolf intangible assets and acquired inventory ​ ​ 15,686 ​ ​ 2,805 ​ ​ - ​ Acquisition related expenses and other ​ 7,564 ​ (9,147) ​ (18,694) ​ Certain litigation charges ​ ​ 3,506 ​ ​ - ​ ​ - ​ Eminence impairment ​ ​ - ​ ​ - ​ ​ 18,715 ​ Gain on sale of partially-owned consolidated subsidiaries ​ ​ - ​ ​ (11,682) ​ ​ - ​ Stock based compensation, inclusive of employer taxes ​ 40,277 ​ 41,217 ​ 46,401 ​ Restructuring and restructuring-related costs ​ 12,245 ​ 3,829 ​ 1,640 ​ Investment gain and other non-operating ​ (283) ​ (37,646) ​ (16,171) ​ Impairment of assets held-for-sale ​ ​ 21,963 ​ ​ - ​ ​ - ​ Impact of partially-owned subsidiaries(1) ​ - ​ (420) ​ 2,675 ​ Impact of business held-for-sale(2) ​ ​ (525) ​ ​ - ​ ​ - ​ Earnings before taxes - Adjusted(1,2) ​ $ 365,169 ​ $ 404,428 ​ $ 410,602 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Non-GAAP tax rate ​ 22.0 % 20.5 % 21.2 % Non-GAAP tax expense ​ $ 80,420 ​ $ 82,948 ​ $ 87,090 ​ Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2) ​ $ 284,749 ​ $ 321,480 ​ $ 323,512 ​ Earnings per share - diluted - Adjusted(1,2) ​ $ 1.77 ​ $ 1.99 ​ $ 1.97 ​ ​ (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." - Reworded sentence: "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 funds, including funds available through our line-of-credit and cash generated from operations.Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.Cash Flows From Operating ActivitiesThe Company generated cash from operations of $299.0 million, $254.4 million, and $325.3 million in fiscal 2024, 2023, and 2022 respectively." - Reworded sentence: "42 Table of Contents Table of Contents Table of Contents jurisdictional mix of the identified non-GAAP adjustments." - Reworded sentence: "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 funds, including funds available through our line-of-credit and cash generated from operations.Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.Cash Flows From Operating ActivitiesThe Company generated cash from operations of $299.0 million, $254.4 million, and $325.3 million in fiscal 2024, 2023, and 2022 respectively." - Reworded sentence: "jurisdictional mix of the identified non-GAAP adjustments." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ 2024 ​ 2023 ​ 2022 Euro ​ ​ ​ High $ 1.10 ​ $ 1.10 ​ $ 1.19 Low 1.06 ​ 0.98 ​ 1.05 Average 1.08 ​ 1.05 ​ 1.12 British pound sterling ​ ​ ​ ​ ​ High $ 1.29 ​ $ 1.27 ​ $ 1.39 Low 1.22 ​ 1.11 ​ 1.21 Average 1.26 ​ 1.21 ​ 1.32 Chinese yuan ​ ​ ​ ​ ​ High $ 0.14 ​ $ 0.15 ​ $ 0.16 Low 0.14 ​ 0.14 ​ 0.15 Average 0.14 ​ 0.14 ​ 0.15 Canadian dollar ​ ​ ​ ​ ​ ​ ​ ​ High $ 0.76 ​ $ 0.78 ​ $ 0.81 Low 0.72 ​ 0.73 ​ 0.78 Average 0.74 ​ 0.74 ​ 0.79 Swiss franc ​ ​ ​ ​ ​ ​ ​ ​ High $ 1.19 ​ $ 1.12 ​ $ 1.10 Low 1.09 ​ 1.00 ​ 1.03 Average 1.13 ​ 1.07 ​ 1.08 ​ The Company's exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency." - Reworded sentence: "dollar from June 30, 2024 levels against the euro, British pound sterling, Chinese yuan, Canadian dollar and Swiss francs are as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Decrease in translation of earnings of foreign subsidiaries $ 3,542 Decrease in translation of net assets of foreign subsidiaries ​ 59,519 Additional transaction losses ​ 3,394 ​ ​ ​ 49 49 Table of ContentsITEM 8." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Income Taxes **Key changes:** - Reworded sentence: "Income taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes." - Reworded sentence: "​ 40 40 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2024​2023​2022 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 185,689​$ 338,659​$ 301,386​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 729​ 400​ 1,596​Amortization of intangibles​ 78,318​ 76,413​ 73,054​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 15,686​​ 2,805​​ - ​Acquisition related expenses and other​ 7,564​ (9,147)​ (18,694)​Certain litigation charges​​ 3,506​​ - ​​ - ​Eminence impairment​​ - ​​ - ​​ 18,715​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ (11,682)​​ - ​Stock based compensation, inclusive of employer taxes​ 40,277​ 41,217​ 46,401​Restructuring and restructuring-related costs​ 12,245​ 3,829​ 1,640​Investment gain and other non-operating​ (283)​ (37,646)​ (16,171)​Impairment of assets held-for-sale​​ 21,963​​ - ​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ (420)​ 2,675​Impact of business held-for-sale(2)​​ (525)​​ - ​​ - ​Earnings before taxes - Adjusted(1,2)​$ 365,169​$ 404,428​$ 410,602​​​​​​​​​​​​Non-GAAP tax rate​ 22.0% 20.5% 21.2%Non-GAAP tax expense​$ 80,420​$ 82,948​$ 87,090​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 284,749​$ 321,480​$ 323,512​Earnings per share - diluted - Adjusted(1,2)​$ 1.77​$ 1.99​$ 1.97​​(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) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria." **Prior (2023):** Income taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2023 compared to fiscal 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period due to the decline in the stock price. The Company had share-based compensation excess tax benefits of $12.3 million in fiscal 2023. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. The Company's discrete tax benefits in fiscal 2021 primarily related to share-based compensation excess tax benefits of $28.1 million. ​ 38 38 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​ ​​​​​​​​​ ​​​Year Ended June 30, ​​​​2023​2022​2021 ​​​​​​​​​​​​Net earnings before taxes - GAAP​​$ 338,659​$ 301,386​$ 148,175​Identified adjustments attributable to Bio-Techne:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​​ 400​ 1,596​ 1,565​Amortization of intangibles​​ 76,413​ 73,054​ 64,239​Amortization of Wilson Wolf intangible assets and acquired inventory ​​​ 2,805​​ - ​​ - ​Acquisition related expenses and other​​ (9,147)​ (18,694)​ 7,489​Eminence impairment​​​ - ​ 18,715​​ - ​Gain on sale of partially-owned consolidated subsidiaries​​​ (11,682)​​ - ​​ - ​Stock based compensation, inclusive of employer taxes​​ 41,217​ 46,401​ 51,846​Restructuring costs​​ 3,829​ 1,640​ 142​Investment (gain) loss and other non-operating​​ (37,646)​ (16,171)​ 68,391​Impact of partially-owned subsidiaries(1)​​ (420)​ 2,675​ 1,390​Net earnings before taxes - Adjusted​​$ 404,428​$ 410,602​$ 343,237​​​​​​​​​​​​​Non-GAAP tax rate​​ 20.5% 21.2% 20.2%Non-GAAP tax expense​​$ 82,948​$ 87,090​$ 69,478​Non-GAAP adjusted net earnings attributable to Bio-Techne(1)​​$ 321,480​$ 323,512​$ 273,759​Earnings per share - diluted - Adjusted(2)​​$ 1.99​$ 1.97​$ 1.69​​(1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2023 and 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share.(2) Prior period share and per share amounts have been retroactively adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in November 2022. Refer to Note 1 for details.​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 periods ended June 30, 2023, 2022, and 2021.​​​​​​​​​​​​​ ​Year Ended June 30, ​​2023​2022​2021 ​​​​​​​GAAP effective tax rate 15.7% 12.7% 5.8%Discrete items 3.4 11.3 19.0​Impact of non-taxable net gain 0.7​ - ​ - ​Long-term GAAP tax rate 19.8% 24.0% 24.8%​​​​​​​Rate impact items ​Stock based compensation (1.4)​ (1.9)​ (5.7)​Other 2.1 (0.9) 1.1​Total rate impact items 0.7% (2.8)% (4.6)%Non-GAAP adjusted tax rate 20.5% 21.2% 20.2%​39 Table of Contents Table of Contents Table of Contents Net EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​ ​​​​​​​​​ ​​​Year Ended June 30, ​​​​2023​2022​2021 ​​​​​​​​​​​​Net earnings before taxes - GAAP​​$ 338,659​$ 301,386​$ 148,175​Identified adjustments attributable to Bio-Techne:​​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​​ 400​ 1,596​ 1,565​Amortization of intangibles​​ 76,413​ 73,054​ 64,239​Amortization of Wilson Wolf intangible assets and acquired inventory ​​​ 2,805​​ - ​​ - ​Acquisition related expenses and other​​ (9,147)​ (18,694)​ 7,489​Eminence impairment​​​ - ​ 18,715​​ - ​Gain on sale of partially-owned consolidated subsidiaries​​​ (11,682)​​ - ​​ - ​Stock based compensation, inclusive of employer taxes​​ 41,217​ 46,401​ 51,846​Restructuring costs​​ 3,829​ 1,640​ 142​Investment (gain) loss and other non-operating​​ (37,646)​ (16,171)​ 68,391​Impact of partially-owned subsidiaries(1)​​ (420)​ 2,675​ 1,390​Net earnings before taxes - Adjusted​​$ 404,428​$ 410,602​$ 343,237​​​​​​​​​​​​​Non-GAAP tax rate​​ 20.5% 21.2% 20.2%Non-GAAP tax expense​​$ 82,948​$ 87,090​$ 69,478​Non-GAAP adjusted net earnings attributable to Bio-Techne(1)​​$ 321,480​$ 323,512​$ 273,759​Earnings per share - diluted - Adjusted(2)​​$ 1.99​$ 1.97​$ 1.69​​(1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2023 and 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company's adjusted consolidated net earnings and earnings per share.(2) Prior period share and per share amounts have been retroactively adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in November 2022. Refer to Note 1 for details.​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 periods ended June 30, 2023, 2022, and 2021.​​​​​​​​​​​​​ ​Year Ended June 30, ​​2023​2022​2021 ​​​​​​​GAAP effective tax rate 15.7% 12.7% 5.8%Discrete items 3.4 11.3 19.0​Impact of non-taxable net gain 0.7​ - ​ - ​Long-term GAAP tax rate 19.8% 24.0% 24.8%​​​​​​​Rate impact items ​Stock based compensation (1.4)​ (1.9)​ (5.7)​Other 2.1 (0.9) 1.1​Total rate impact items 0.7% (2.8)% (4.6)%Non-GAAP adjusted tax rate 20.5% 21.2% 20.2%​ **Current (2024):** Income taxes for fiscal 2024, 2023, and 2022 were at effective rates of 9.5%, 15.7%, and 12.7%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2024 compared to fiscal 2023 was driven by share-based compensation as the number of stock option exercises increased compared to the prior year comparative period. The Company had share-based compensation excess tax benefits of $18.4 million in fiscal 2024. The Company's discrete tax benefits in fiscal 2023 primarily related to share-based compensation excess tax benefits of $12.3 million. The Company's discrete tax benefits in fiscal 2022 primarily related to share-based compensation excess tax benefits of $29.3 million. ​ 40 40 Table of ContentsNet EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2024​2023​2022 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 185,689​$ 338,659​$ 301,386​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 729​ 400​ 1,596​Amortization of intangibles​ 78,318​ 76,413​ 73,054​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 15,686​​ 2,805​​ - ​Acquisition related expenses and other​ 7,564​ (9,147)​ (18,694)​Certain litigation charges​​ 3,506​​ - ​​ - ​Eminence impairment​​ - ​​ - ​​ 18,715​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ (11,682)​​ - ​Stock based compensation, inclusive of employer taxes​ 40,277​ 41,217​ 46,401​Restructuring and restructuring-related costs​ 12,245​ 3,829​ 1,640​Investment gain and other non-operating​ (283)​ (37,646)​ (16,171)​Impairment of assets held-for-sale​​ 21,963​​ - ​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ (420)​ 2,675​Impact of business held-for-sale(2)​​ (525)​​ - ​​ - ​Earnings before taxes - Adjusted(1,2)​$ 365,169​$ 404,428​$ 410,602​​​​​​​​​​​​Non-GAAP tax rate​ 22.0% 20.5% 21.2%Non-GAAP tax expense​$ 80,420​$ 82,948​$ 87,090​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 284,749​$ 321,480​$ 323,512​Earnings per share - diluted - Adjusted(1,2)​$ 1.77​$ 1.99​$ 1.97​​(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) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.​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 41 Table of Contents Table of Contents Table of Contents Net EarningsNon-GAAP adjusted consolidated net earnings and earnings per share are as follows (in thousands):​​​​​​​​​​​​​​​​​​​​​ ​​Year Ended June 30, ​​​2024​2023​2022 ​​​​​​​​​​​Net earnings before taxes - GAAP​$ 185,689​$ 338,659​$ 301,386​Identified adjustments attributable to Bio-Techne:​ ​​ ​​ ​Costs recognized upon sale of acquired inventory​ 729​ 400​ 1,596​Amortization of intangibles​ 78,318​ 76,413​ 73,054​Amortization of Wilson Wolf intangible assets and acquired inventory ​​ 15,686​​ 2,805​​ - ​Acquisition related expenses and other​ 7,564​ (9,147)​ (18,694)​Certain litigation charges​​ 3,506​​ - ​​ - ​Eminence impairment​​ - ​​ - ​​ 18,715​Gain on sale of partially-owned consolidated subsidiaries​​ - ​​ (11,682)​​ - ​Stock based compensation, inclusive of employer taxes​ 40,277​ 41,217​ 46,401​Restructuring and restructuring-related costs​ 12,245​ 3,829​ 1,640​Investment gain and other non-operating​ (283)​ (37,646)​ (16,171)​Impairment of assets held-for-sale​​ 21,963​​ - ​​ - ​Impact of partially-owned subsidiaries(1)​ - ​ (420)​ 2,675​Impact of business held-for-sale(2)​​ (525)​​ - ​​ - ​Earnings before taxes - Adjusted(1,2)​$ 365,169​$ 404,428​$ 410,602​​​​​​​​​​​​Non-GAAP tax rate​ 22.0% 20.5% 21.2%Non-GAAP tax expense​$ 80,420​$ 82,948​$ 87,090​Non-GAAP adjusted net earnings attributable to Bio-Techne(1,2)​$ 284,749​$ 321,480​$ 323,512​Earnings per share - diluted - Adjusted(1,2)​$ 1.77​$ 1.99​$ 1.97​​(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) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.​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 --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2024 2023 2022 ​ ​ ​ ​ ​ United States ​ $ 657,747 ​ $ 642,465 ​ $ 614,107 EMEA, excluding United Kingdom ​ 241,432 ​ 220,230 ​ 219,055 United Kingdom ​ 50,012 ​ 49,457 ​ 48,637 APAC, excluding Greater China ​ 73,904 ​ 73,190 ​ 76,139 Greater China ​ 99,467 ​ 113,868 ​ 112,438 Rest of World ​ 36,498 ​ 37,492 ​ 35,223 Net sales ​ $ 1,159,060 ​ $ 1,136,702 ​ $ 1,105,599 ​ ​" **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ 2024 2023 2022 Income taxes paid ​ $ 65,254 ​ $ 88,428 ​ $ 30,341 Interest paid ​ 14,502 ​ 8,368 ​ 11,027 ​ ​ 66 66 Table of ContentsNote 4." - Reworded sentence: "Acquisition costs are recorded in selling, general and administrative expenses as incurred.Fiscal year 2024 Acquisitions ​Lunaphore Technologies SA." - Reworded sentence: "The business became part of the Diagnostics and Genomics operating segment in the first quarter of fiscal year 2024." - Reworded sentence: "Acquisition costs are recorded in selling, general and administrative expenses as incurred.Fiscal year 2024 Acquisitions ​Lunaphore Technologies SA." - Reworded sentence: "The business became part of the Diagnostics and Genomics operating segment in the first quarter of fiscal year 2024." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences ​ $ 217,595 ​ $ 203,834 ​ $ 195,328 Diagnostics and Genomics ​ 127,131 ​ 101,805 ​ 93,578 Total segment expenses ​ 344,726 ​ 305,639 ​ 288,906 Amortization of intangibles ​ 31,710 ​ 32,076 ​ 32,492 Acquisition related expenses ​ 6,980 ​ (9,965) ​ (19,082) Eminence impairment(1) ​ ​ - ​ ​ - ​ ​ 18,715 Legal fees ​ ​ 3,506 ​ ​ - ​ ​ - Restructuring and restructuring-related costs ​ 8,896 ​ 3,829 ​ 1,640 Stock-based compensation ​ 39,452 ​ 40,269 ​ 45,085 Impairment of assets held-for-sale ​ ​ 21,963 ​ ​ - ​ ​ - Corporate selling, general and administrative expenses ​ 9,142 ​ 6,530 ​ 5,010 Total selling, general and administrative expenses ​ $ 466,375 ​ $ 378,378 ​ $ 372,766 ​ (1)Refer to the Goodwill Impairment section within the Critical Accounting Policies for further details on the Eminence impairment." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Note 5. Fair Value Measurements: **Key changes:** - Reworded sentence: "69 69 Table of ContentsThe 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​June 30, ​Inputs Considered as​​​2024​Level 1​Level 2​Level 3​​ ​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​ 805​ - ​ 805​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​​ 9,813​​ - ​​ 9,813​​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - ​​​​​​​​​​​​​​​​​ 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 hedgesOther assets​ 16,857​ - ​ 16,857​ - Total assets​​$ 40,596​$ 23,739​$ 16,857​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Contingent considerationContingent consideration payable​$ 3,500​$ - ​$ - ​$ 3,500Total 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 exchange traded investment grade bond funds that it held at June 30, 2023." - Reworded sentence: "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." - Reworded sentence: "(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." - Reworded sentence: "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." - Reworded sentence: "(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." **Prior (2023):** The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, 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. 65 65 Table of ContentsThe 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 ​​June 30, ​Inputs Considered as​​2023​Level 1​Level 2​Level 3​ ​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 23,739​$ 23,739​$ - ​$ - Derivative instruments - cash flow hedges(3)​ 16,857​ - ​ 16,857​ - Total assets​$ 40,596​$ 23,739​$ 16,857​$ - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 3,500​$ - ​$ - ​$ 3,500Total liabilities​$ 3,500​$ - ​$ - ​$ 3,500​​​​​​​​​​​​​​​ Total ​​​​​​​​​​ carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​ 2022 Level 1 Level 2 Level 3​​​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 59,962​$ 59,962​$ - ​$ - Certificates of deposit(2)​ 14,500​ 14,500​ - ​ - Derivative instruments - cash flow hedges(3)​ 11,026​ - ​ 11,026​ - Total assets​$ 85,488​$ 74,462​$ 11,026​$ - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 5,000​$ - ​$ - ​$ 5,000Derivative instruments - cash flow hedges(3)​ 476​ - ​ 476​ - Total liabilities​$ 5,476​$ - ​$ 476​$ 5,000(1)Included in available-for-sale investments on the balance sheet. The cost basis of these exchange traded investment grade bond funds as of both June 30, 2023 and June 30, 2022 was $25.0 million. The fair value of these exchange traded investment grade bond funds as of June 30, 2023, and June 30, 2022, was $23.7 million and $23.9 million, respectively. During the quarter ended September 30, 2022, the Company sold all of its outstanding shares of ChemoCentryx Inc (CCXI). The cost basis and fair value of the Company's available-for-sale equity investment in CCXI was $6.6 million and $36.0 million at June 30, 2022, respectively. (2)Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year.(3)Derivative assets are included in other assets on the balance sheet as of June 30, 2023 and June 30, 2022. Derivative liabilities as of June 30, 2022 are included in other current liabilities on the balance sheet. ​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. 66 Table of Contents Table of Contents Table of Contents The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​ Total ​​​​​​​​​​carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​​2023​Level 1​Level 2​Level 3​ ​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 23,739​$ 23,739​$ - ​$ - Derivative instruments - cash flow hedges(3)​ 16,857​ - ​ 16,857​ - Total assets​$ 40,596​$ 23,739​$ 16,857​$ - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 3,500​$ - ​$ - ​$ 3,500Total liabilities​$ 3,500​$ - ​$ - ​$ 3,500​​​​​​​​​​​​​​​ Total ​​​​​​​​​​ carrying ​​​​​​​​​​​value as of​Fair Value Measurements Using ​​June 30, ​Inputs Considered as​ 2022 Level 1 Level 2 Level 3​​​​​​​​​​​​​Assets ​ ​ ​ ​ Exchange traded securities(1)​$ 59,962​$ 59,962​$ - ​$ - Certificates of deposit(2)​ 14,500​ 14,500​ - ​ - Derivative instruments - cash flow hedges(3)​ 11,026​ - ​ 11,026​ - Total assets​$ 85,488​$ 74,462​$ 11,026​$ - ​​​​​​​​​​​​​Liabilities​ ​ ​ ​ Contingent consideration​$ 5,000​$ - ​$ - ​$ 5,000Derivative instruments - cash flow hedges(3)​ 476​ - ​ 476​ - Total liabilities​$ 5,476​$ - ​$ 476​$ 5,000(1)Included in available-for-sale investments on the balance sheet. The cost basis of these exchange traded investment grade bond funds as of both June 30, 2023 and June 30, 2022 was $25.0 million. The fair value of these exchange traded investment grade bond funds as of June 30, 2023, and June 30, 2022, was $23.7 million and $23.9 million, respectively. During the quarter ended September 30, 2022, the Company sold all of its outstanding shares of ChemoCentryx Inc (CCXI). The cost basis and fair value of the Company's available-for-sale equity investment in CCXI was $6.6 million and $36.0 million at June 30, 2022, respectively. (2)Included in available-for-sale investments on the balance sheet. The certificates of deposit have contractual maturity dates within one year.(3)Derivative assets are included in other assets on the balance sheet as of June 30, 2023 and June 30, 2022. Derivative liabilities as of June 30, 2022 are included in other current liabilities on the balance sheet. ​Fair value measurements of available for sale securitiesAvailable 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. 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 ​ ​ June 30, ​ Inputs Considered as ​ ​ 2023 ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Exchange traded securities(1) ​ $ 23,739 ​ $ 23,739 ​ $ - ​ $ - Derivative instruments - cash flow hedges(3) ​ 16,857 ​ - ​ 16,857 ​ - Total assets ​ $ 40,596 ​ $ 23,739 ​ $ 16,857 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ Contingent consideration ​ $ 3,500 ​ $ - ​ $ - ​ $ 3,500 Total liabilities ​ $ 3,500 ​ $ - ​ $ - ​ $ 3,500 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ carrying ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ value as of ​ Fair Value Measurements Using ​ ​ June 30, ​ Inputs Considered as ​ 2022 Level 1 Level 2 Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ Exchange traded securities(1) ​ $ 59,962 ​ $ 59,962 ​ $ - ​ $ - Certificates of deposit(2) ​ 14,500 ​ 14,500 ​ - ​ - Derivative instruments - cash flow hedges(3) ​ 11,026 ​ - ​ 11,026 ​ - Total assets ​ $ 85,488 ​ $ 74,462 ​ $ 11,026 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ Contingent consideration ​ $ 5,000 ​ $ - ​ $ - ​ $ 5,000 Derivative instruments - cash flow hedges(3) ​ 476 ​ - ​ 476 ​ - Total liabilities ​ $ 5,476 ​ $ - ​ $ 476 ​ $ 5,000 ​ Fair value measurements of available for sale securities 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. 66 66 Table of ContentsFair value measurements of derivative instrumentsIn October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The agreement matured in October 2022 and there was no fair value recorded on the Consolidated Balance Sheet as of June 30, 2023. The fair value of the designated derivative instrument was $0.5 million, and was recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces 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 swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap was November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $15.4 million and $11.0 million as of June 30, 2023 and June 30, 2022, respectively, which is recorded within other assets on the Consolidated Balance Sheet.In March 2023, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces 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 swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $100 million of notional principal amount. The effective date of the swap was April 2023 with the full swap maturing in April 2025. The fair value of the derivative instrument was $1.5 million as of June 30, 2023, and is recorded within other assets on the Consolidated Balance Sheet.Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $4.5 million to interest income and related tax expense of $1.1 million during the year ended June 30, 2023. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the fiscal year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they are only recorded within the effective period of the cash flow hedge. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationThe Company has $3.5 million in contingent consideration recorded as of June 30, 2023, which is the fair value of contingent consideration related to the Asuragen and Namocell acquisitions. The Company is required to make contingent consideration payments of up to $105.0 million as part of the Asuragen acquisition agreement and up to $25.0 million as part of the Namocell acquisition agreement. As of June 30, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones. The Asuragen contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities for the Asuragen acquisition 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 Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. The contingent consideration related to the December 31, 2023 Asuragen threshold was $2.0 million as of June 30, 2023. Contingent consideration was $5.0 million as of June 30, 2022.67 Table of Contents Table of Contents Table of Contents Fair value measurements of derivative instrumentsIn October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The agreement matured in October 2022 and there was no fair value recorded on the Consolidated Balance Sheet as of June 30, 2023. The fair value of the designated derivative instrument was $0.5 million, and was recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces 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 swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap was November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $15.4 million and $11.0 million as of June 30, 2023 and June 30, 2022, respectively, which is recorded within other assets on the Consolidated Balance Sheet.In March 2023, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces 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 swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $100 million of notional principal amount. The effective date of the swap was April 2023 with the full swap maturing in April 2025. The fair value of the derivative instrument was $1.5 million as of June 30, 2023, and is recorded within other assets on the Consolidated Balance Sheet.Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $4.5 million to interest income and related tax expense of $1.1 million during the year ended June 30, 2023. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the fiscal year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they are only recorded within the effective period of the cash flow hedge. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities.Fair value measurements of contingent considerationThe Company has $3.5 million in contingent consideration recorded as of June 30, 2023, which is the fair value of contingent consideration related to the Asuragen and Namocell acquisitions. The Company is required to make contingent consideration payments of up to $105.0 million as part of the Asuragen acquisition agreement and up to $25.0 million as part of the Namocell acquisition agreement. As of June 30, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones. The Asuragen contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities for the Asuragen acquisition 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 Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. The contingent consideration related to the December 31, 2023 Asuragen threshold was $2.0 million as of June 30, 2023. Contingent consideration was $5.0 million as of June 30, 2022. Fair value measurements of derivative instruments In October 2018, the Company entered into forward starting swaps designated as cash flow hedges on outstanding debt. The agreement matured in October 2022 and there was no fair value recorded on the Consolidated Balance Sheet as of June 30, 2023. The fair value of the designated derivative instrument was $0.5 million, and was recorded within short-term liabilities on the Consolidated Balance Sheet as of June 30, 2022. In May 2021, the Company entered into a forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces 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 swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $200 million of notional principal amount. The effective date of the swap was November 2022 with the full swap maturing in November 2025. The fair value of the derivative instrument was $15.4 million and $11.0 million as of June 30, 2023 and June 30, 2022, respectively, which is recorded within other assets on the Consolidated Balance Sheet. In March 2023, the Company entered into a new forward starting swap designated as a cash flow hedge on forecasted debt. The forward starting swap reduces 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 swap, the Company exchanges, at specified intervals, the difference between floating and fixed interest amounts based on $100 million of notional principal amount. The effective date of the swap was April 2023 with the full swap maturing in April 2025. The fair value of the derivative instrument was $1.5 million as of June 30, 2023, and is recorded within other assets on the Consolidated Balance Sheet. Changes in the fair value of the designated hedged instrument are reported as a component of other comprehensive income and reclassified into interest expense over the corresponding term of the cash flow hedge. The Company reclassified $4.5 million to interest income and related tax expense of $1.1 million during the year ended June 30, 2023. The Company reclassified $6.4 million to interest expense and related tax benefits of $1.5 million during the fiscal year ended June 30, 2022. The Company reclassified $8.6 million to interest expense, $0.5 million to non-operating income for the portion of de-designated variable payments considered probable to not occur, and related tax benefits of $2.1 million during the fiscal year ended June 30, 2021, relating to the cash flow hedge entered into in October 2018. No amounts were reclassified relating to the cash flow hedge entered into in May 2021 as they are only recorded within the effective period of the cash flow hedge. The instruments were valued using observable market inputs in active markets and therefore are classified as Level 2 liabilities. Fair value measurements of contingent consideration The Company has $3.5 million in contingent consideration recorded as of June 30, 2023, which is the fair value of contingent consideration related to the Asuragen and Namocell acquisitions. The Company is required to make contingent consideration payments of up to $105.0 million as part of the Asuragen acquisition agreement and up to $25.0 million as part of the Namocell acquisition agreement. As of June 30, 2023, the maximum payout for the Asuragen and Namocell agreements is $100.0 million as both Asuragen and Namocell did not achieve their respective December 31, 2022 revenue milestones. The Asuragen contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and December 31, 2023. The opening balance sheet fair value of the liabilities for the Asuragen acquisition 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 Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. The contingent consideration related to the December 31, 2023 Asuragen threshold was $2.0 million as of June 30, 2023. Contingent consideration was $5.0 million as of June 30, 2022. 67 67 Table of ContentsThe Namocell contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and 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 Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. As of June 30, 2023, the remaining contingent consideration related to Namocell was $1.5 million.As of June 30, 2023, the Company's obligation for potential contingent consideration payments related to the B-Mogen acquisitions was relieved as there is a remote likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2022.During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021.The ultimate settlement of contingent consideration liabilities for the Asuragen and Namocell acquisitions could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​ ​​​​​​​June 30, ​​2023​2022​​​​​​​Fair value at the beginning of period​$ 5,000​$ 29,400Purchase price contingent consideration (Note 4)​ 10,600​ - Change in fair value of contingent consideration​ (12,100)​ (20,400)Payments​ - ​ (4,000)Fair value at the end of period​$ 3,500​$ 5,000​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 an amended and restated Credit Agreement (the Amended Credit Agreement). This replaced the revolving line-of-credit and term loan (the prior Credit Agreement), which provided for a revolving credit facility of $600.0 million and could be increased by an additional $200.0 million subject to certain 68 Table of Contents Table of Contents Table of Contents The Namocell contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and 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 Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. As of June 30, 2023, the remaining contingent consideration related to Namocell was $1.5 million.As of June 30, 2023, the Company's obligation for potential contingent consideration payments related to the B-Mogen acquisitions was relieved as there is a remote likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2022.During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021.The ultimate settlement of contingent consideration liabilities for the Asuragen and Namocell acquisitions could deviate from current estimates based on the actual results of the financial measures described above. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):​​​​​​​​​ ​​​​​​​June 30, ​​2023​2022​​​​​​​Fair value at the beginning of period​$ 5,000​$ 29,400Purchase price contingent consideration (Note 4)​ 10,600​ - Change in fair value of contingent consideration​ (12,100)​ (20,400)Payments​ - ​ (4,000)Fair value at the end of period​$ 3,500​$ 5,000​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 an amended and restated Credit Agreement (the Amended Credit Agreement). This replaced the revolving line-of-credit and term loan (the prior Credit Agreement), which provided for a revolving credit facility of $600.0 million and could be increased by an additional $200.0 million subject to certain The Namocell contingent agreement is based on achieving certain revenue thresholds by December 31, 2022 and 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 Company reversed an accrual for the fair value of the contingent liabilities associated with the December 31, 2022 threshold during the second quarter of fiscal 2023. As of June 30, 2023, the remaining contingent consideration related to Namocell was $1.5 million. As of June 30, 2023, the Company's obligation for potential contingent consideration payments related to the B-Mogen acquisitions was relieved as there is a remote likelihood that the revenue thresholds and product milestones would be achieved in the timeframe established within the purchase agreement. As a result, the Company reversed an accrual for the fair value of the contingent liabilities at the date of settlement during fiscal 2022. During the first quarter of fiscal 2022, the Company made a $4.0 million payment on the QT Holdings Corporation contingent consideration agreement relating to certain product development milestones. The cash paid was consistent with the related accrual for QT Holdings Corporation as of June 30, 2021. The ultimate settlement of contingent consideration liabilities for the Asuragen and Namocell acquisitions could deviate from current estimates based on the actual results of the financial measures described above. 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 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Fair value at the beginning of period ​ $ 5,000 ​ $ 29,400 Purchase price contingent consideration (Note 4) ​ 10,600 ​ - Change in fair value of contingent consideration Change in fair value of contingent consideration ​ (12,100) ​ (20,400) Payments ​ - ​ (4,000) Fair value at the end of period ​ $ 3,500 ​ $ 5,000 ​ 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. ​ **Current (2024):** The Company's financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, derivative instruments, 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. 69 69 Table of ContentsThe 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​June 30, ​Inputs Considered as​​​2024​Level 1​Level 2​Level 3​​ ​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​ 805​ - ​ 805​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​​ 9,813​​ - ​​ 9,813​​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - ​​​​​​​​​​​​​​​​​ 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 hedgesOther assets​ 16,857​ - ​ 16,857​ - Total assets​​$ 40,596​$ 23,739​$ 16,857​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Contingent considerationContingent consideration payable​$ 3,500​$ - ​$ - ​$ 3,500Total 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 exchange traded investment grade bond funds that it held at June 30, 2023. The costs basis and fair value of these exchange traded investment grade bond funds were $25.0 million and $23.7 million at June 30, 2023, respectively.​Fair value measurements of available for sale securitiesAvailable for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 assets. 70 Table of Contents Table of Contents Table of Contents The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands):​​​​​​​​​​​​​​​​ Total ​​​​​​​​​​​carrying ​​​​​​​​​​​​value as of​Fair Value Measurements Using ​Balance Sheet Location​June 30, ​Inputs Considered as​​​2024​Level 1​Level 2​Level 3​​ ​​​​​​​​​​​Assets​ ​ ​ ​ ​ Certificates of deposit(1)Short-term available-for-sale investments​$ 1,072​$ 1,072​$ - ​$ - Derivatives designated as hedging instruments - cash flow hedgesOther current assets​ 805​ - ​ 805​ - Derivatives designated as hedging instruments - cash flow hedgesOther assets​​ 9,813​​ - ​​ 9,813​​ - Total assets​​$ 11,690​$ 1,072​$ 10,618​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedgeOther long-term liabilities​$ 2,051​$ - ​$ 2,051​$ - Total liabilities​​$ 2,051​$ - ​$ 2,051​$ - ​​​​​​​​​​​​​​​​​ 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 hedgesOther assets​ 16,857​ - ​ 16,857​ - Total assets​​$ 40,596​$ 23,739​$ 16,857​$ - ​​​​​​​​​​​​​​Liabilities​​ ​ ​ ​ Contingent considerationContingent consideration payable​$ 3,500​$ - ​$ - ​$ 3,500Total 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 exchange traded investment grade bond funds that it held at June 30, 2023. The costs basis and fair value of these 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 securitiesAvailable 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. 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 ​ June 30, ​ Inputs Considered as ​ ​ ​ 2024 ​ Level 1 ​ Level 2 ​ Level 3 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Assets ​ ​ ​ ​ ​ Certificates of deposit(1) Short-term available-for-sale investments ​ $ 1,072 ​ $ 1,072 ​ $ - ​ $ - Derivatives designated as hedging instruments - cash flow hedges Other current assets ​ 805 ​ - ​ 805 ​ - Derivatives designated as hedging instruments - cash flow hedges Other assets ​ ​ 9,813 ​ ​ - ​ ​ 9,813 ​ ​ - Total assets ​ ​ $ 11,690 ​ $ 1,072 ​ $ 10,618 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Liabilities ​ ​ ​ ​ ​ Derivatives designated as hedging instruments - net investment hedge Other long-term liabilities ​ $ 2,051 ​ $ - ​ $ 2,051 ​ $ - Total liabilities ​ ​ $ 2,051 ​ $ - ​ $ 2,051 ​ $ - ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 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 ​ Fair value measurements of available for sale securities 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. 70 70 Table of ContentsFair value measurements of derivative instrumentsThe 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 amounts. 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):​​​​​​​​​​​​ June 30, ​June 30, Instruments​Designation 2024​2023Forward starting swaps(1)​Cash flow hedge​$ 300​$300Cross-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 $110 million at maturity. The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the twelve months ended June 30, 2024 and 2023 were as follows (in thousands): ​​​​​​​​​​​​​​(Gain) Loss Recognized in Accumulated Other Comprehensive Loss​ ​Year Ended ​​​June 30, ​ ​2024​2023 2022Cash flow hedges​​​​​​​​​​Forward starting swaps​​$ 12,632​$ (1,340) $ (19,121)Net investment hedges​​​​​​​​​​Cross-currency swap​​​ 4,015​​ - ​ - Total​​$ 16,647​$ (1,340)​$ (19,121)​71 Table of Contents Table of Contents Table of Contents Fair value measurements of derivative instrumentsThe 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 amounts. 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):​​​​​​​​​​​​ June 30, ​June 30, Instruments​Designation 2024​2023Forward starting swaps(1)​Cash flow hedge​$ 300​$300Cross-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 $110 million at maturity. The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the twelve months ended June 30, 2024 and 2023 were as follows (in thousands): ​​​​​​​​​​​​​​(Gain) Loss Recognized in Accumulated Other Comprehensive Loss​ ​Year Ended ​​​June 30, ​ ​2024​2023 2022Cash flow hedges​​​​​​​​​​Forward starting swaps​​$ 12,632​$ (1,340) $ (19,121)Net investment hedges​​​​​​​​​​Cross-currency swap​​​ 4,015​​ - ​ - Total​​$ 16,647​$ (1,340)​$ (19,121)​ 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 amounts. 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ June 30, Instruments ​ Designation 2024 ​ 2023 Forward starting swaps(1) ​ Cash flow hedge ​ $ 300 ​ $ 300 Cross-currency swap(2) ​ Net investment hedge ​ ​ 150 ​ ​ - ​ The pretax amount of the gains and losses on our hedging instruments and the classification of those gains and losses with our Consolidated Financial Statements for the twelve months ended June 30, 2024 and 2023 were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ (Gain) Loss Recognized in Accumulated Other Comprehensive Loss ​ ​ Year Ended ​ ​ ​ June 30, ​ ​ 2024 ​ 2023 2022 Cash flow hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forward starting swaps ​ ​ $ 12,632 ​ $ (1,340) $ (19,121) Net investment hedges ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cross-currency swap ​ ​ ​ 4,015 ​ ​ - ​ - Total ​ ​ $ 16,647 ​ $ (1,340) ​ $ (19,121) ​ 71 71 --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ 2024 2023 2022 Protein Sciences ​ $ 830,902 ​ $ 845,747 ​ $ 832,311 Diagnostics and Genomics ​ 326,392 ​ 292,602 ​ 274,843 Other revenue(1) ​ ​ 4,153 ​ ​ - ​ ​ - Intersegment ​ (2,387) ​ (1,647) ​ (1,555) Consolidated net sales ​ $ 1,159,060 ​ $ 1,136,702 ​ $ 1,105,599 ​ (1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria." - Reworded sentence: "Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test." - Reworded sentence: "Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test." **Prior (2023):** ​ Environmental ​ 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, among other initiatives, the Company is currently focused on establishing a baseline for emissions to develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials. ​ In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change. ​ The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions. ​ Digital ​ In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks. ​ The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach. ​ 34 34 Table of ContentsRESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021 ​​​​​​​​Organic sales growth 5% 17% 22%Acquisitions sales growth 0% 3% 1%Impact of foreign currency fluctuations (2)% (1)% 3%Consolidated net sales growth 3% 19% 26%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Protein Sciences​$ 845,747​$ 832,311​$ 704,564Diagnostics and Genomics​ 292,602​ 274,843​ 227,744Intersegment​ (1,647)​ (1,555)​ (1,276)Consolidated net sales​$ 1,136,702​$ 1,105,599​$ 931,032​In fiscal 2023, Protein Sciences segment net sales increased 2% compared to fiscal 2022. Organic growth for the segment was 4% for the fiscal year, with currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact on revenue growth. Segment growth was driven by growth in consumable revenue to BioPharma (especially those developing cell and gene therapies) and Academic customers within the Americas and Europe.In fiscal 2023, Diagnostics and Genomics segment net sales increased 6% compared to fiscal 2022. Organic growth for the segment was 8% with currency translation having an unfavorable impact of 2%. Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test.In fiscal 2022, Protein Sciences segment net sales increased 18% compared to fiscal 2021. Organic growth for the segment was 19% for the fiscal year, with currency translation having an unfavorable 1% impact on revenue. ​Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical tools In fiscal 2022, Diagnostics and Genomics segment net sales increased 21% compared to fiscal 2021. Organic growth for the segment was 10% with acquisitions contributing 11% and currency translation having an immaterial impact on revenue growth. ​Segment growth was driven by the full year impact of the Asuragen acquisition and organic growth. Organic growth was driven by an exclusive agreement entered into for development, finalization and commercialization of our ExoTRU kidney transplant rejection test, and continued strength in our diagnostic reagent product lines. ​35 Table of Contents Table of Contents Table of Contents RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021 ​​​​​​​​Organic sales growth 5% 17% 22%Acquisitions sales growth 0% 3% 1%Impact of foreign currency fluctuations (2)% (1)% 3%Consolidated net sales growth 3% 19% 26%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Protein Sciences​$ 845,747​$ 832,311​$ 704,564Diagnostics and Genomics​ 292,602​ 274,843​ 227,744Intersegment​ (1,647)​ (1,555)​ (1,276)Consolidated net sales​$ 1,136,702​$ 1,105,599​$ 931,032​In fiscal 2023, Protein Sciences segment net sales increased 2% compared to fiscal 2022. Organic growth for the segment was 4% for the fiscal year, with currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact on revenue growth. Segment growth was driven by growth in consumable revenue to BioPharma (especially those developing cell and gene therapies) and Academic customers within the Americas and Europe.In fiscal 2023, Diagnostics and Genomics segment net sales increased 6% compared to fiscal 2022. Organic growth for the segment was 8% with currency translation having an unfavorable impact of 2%. Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test.In fiscal 2022, Protein Sciences segment net sales increased 18% compared to fiscal 2021. Organic growth for the segment was 19% for the fiscal year, with currency translation having an unfavorable 1% impact on revenue. ​Overall segment growth was driven by strong BioPharma demand resulting in broad-based growth across our proteomic research reagents and analytical tools In fiscal 2022, Diagnostics and Genomics segment net sales increased 21% compared to fiscal 2021. Organic growth for the segment was 10% with acquisitions contributing 11% and currency translation having an immaterial impact on revenue growth. ​Segment growth was driven by the full year impact of the Asuragen acquisition and organic growth. Organic growth was driven by an exclusive agreement entered into for development, finalization and commercialization of our ExoTRU kidney transplant rejection test, and continued strength in our diagnostic reagent product lines. ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2024 2023 2022 Consumables ​ $ 928,180 ​ $ 917,733 ​ $ 890,874 Instruments ​ 108,270 ​ 112,085 ​ 120,758 Services ​ 99,265 ​ 85,784 ​ 71,988 Total product and services revenue, net ​ 1,135,715 ​ $ 1,115,602 ​ 1,083,620 Royalty revenues ​ 23,345 ​ 21,100 ​ 21,979 Total revenues, net ​ $ 1,159,060 ​ $ 1,136,702 ​ $ 1,105,599 ​ ​ Revenue by geography (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​" **Prior (2023):** ​ 2023 2022 2021 Consumables ​ $ 917,733 ​ $ 890,874 ​ $ 751,985 Instruments ​ 112,085 ​ 120,758 ​ 93,782 Services ​ 85,784 ​ 71,988 ​ 66,416 Total product and services revenue, net ​ 1,115,602 ​ $ 1,083,620 ​ 912,183 Royalty revenues ​ 21,100 ​ 21,979 ​ 18,849 Total revenues, net ​ $ 1,136,702 ​ $ 1,105,599 ​ $ 931,032 ​ Revenue by geography is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ ​ 2024 2023 2022 Consumables ​ $ 928,180 ​ $ 917,733 ​ $ 890,874 Instruments ​ 108,270 ​ 112,085 ​ 120,758 Services ​ 99,265 ​ 85,784 ​ 71,988 Total product and services revenue, net ​ 1,135,715 ​ $ 1,115,602 ​ 1,083,620 Royalty revenues ​ 23,345 ​ 21,100 ​ 21,979 Total revenues, net ​ $ 1,159,060 ​ $ 1,136,702 ​ $ 1,105,599 ​ ​ Revenue by geography (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Note 3. Supplemental Balance Sheet and Cash Flow Information: **Key changes:** - Reworded sentence: "Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 79,377 ​ $ 84,551 Finished goods(1) ​ 106,072 ​ 92,474 Inventories, net ​ $ 185,449 ​ $ 177,025 64 64 Table of ContentsProperty and Equipment:Property and equipment consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023Land​$ 8,150​$ 9,100Buildings and improvements​ 243,863​ 245,302Machinery and equipment ​​ 215,948​ 190,019Construction in progress​ 39,749​​ 15,491Property and equipment, cost​ 507,710​ 459,912Accumulated depreciation and amortization​ (256,556)​ (233,712)Property and equipment, net​$ 251,154​$ 226,200​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2024​2023​​​​​​​​​Developed technology 9 - 15​$ 675,674​$ 616,311Tradenames 2 - 20​ 151,561​ 146,945Customer relationships 7 - 16​ 211,276​ 213,878Patents 10​ 4,343​ 3,815Other intangibles 5 - 15​ 12,006​ 11,566Definite-lived intangible assets​​​ 1,054,860​ 992,515Accumulated amortization​​​ (547,779)​ (480,570)Definite-lived intangibles assets, net​​​ 507,081​ 511,945In process research and development(1)​​​ - ​ 22,700Total intangible assets, net​​​$ 507,081​$ 534,645​(1)The in process research and development has been placed into service and is included within Developed technology." - Reworded sentence: "(2)Refer to Note 1 for further detail on held-for-sale intangibles." - Reworded sentence: "(2)Refer to Note 1 for further detail on held-for-sale intangibles." **Prior (2023):** Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 2022 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 84,551 ​ $ 79,291 Finished goods(1) ​ 92,474 ​ 66,943 Inventories, net ​ $ 177,025 ​ $ 146,234 Finished goods inventory of $5,387 and $5,111 is included within other assets in the June 30, 2023 and June 30, 2022 Balance Sheets, respectively, as it is forecasted to be sold after the 12 months subsequent to the consolidated balance sheet date. 59 59 Table of ContentsProperty and Equipment:Property and equipment consist of (in thousands):​​​​​​​June 30, ​2023 2022Land$ 9,100​$ 8,572Buildings and improvements 245,302​ 229,551Machinery and equipment ​ 190,019​ 174,813Construction in progress 15,491​​ 21,729Property and equipment, cost 459,912​ 434,665Accumulated depreciation and amortization (233,712)​ (211,423)Property and equipment, net$ 226,200​$ 223,242​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2023​2022​​​​​​​​​Developed technology 9 - 15​$ 616,311​$ 542,038Trade names 2 - 20​ 146,945​ 146,457Customer relationships 7 - 16​ 213,878​ 225,882Patents 10​ 3,815​ 3,313Other intangibles 5 - 15​ 11,566​ 6,306Definite-lived intangible assets​​​ 992,515​ 923,996Accumulated amortization​​​ (480,570)​ (415,174)Definite-lived intangibles assets, net​​​ 511,945​ 508,822In process research and development​​​ 22,700​ 22,700Total intangible assets, net​​​$ 534,645​$ 531,522​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2023​2022​​​​​​​Beginning balance​$ 531,522​$ 615,968Acquisitions​ 75,600​ - Other additions(1)​ 5,710​ 293Amortization expense​ (77,491)​ (74,147)Currency translation​​ (696)​​ (2,029)Eminence impairment​​ - ​​ (8,563)Ending balance​$ 534,645​$ 531,522​(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. Amortization expense related to developed technologies included in cost of sales was $44.3 million, $40.6 million, and $36.5 million in fiscal 2023, 2022, and 2021, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.5 million, and $28.4 million, in fiscal 2023, 2022, and 2021 respectively.60 Table of Contents Table of Contents Table of Contents Property and Equipment:Property and equipment consist of (in thousands):​​​​​​​June 30, ​2023 2022Land$ 9,100​$ 8,572Buildings and improvements 245,302​ 229,551Machinery and equipment ​ 190,019​ 174,813Construction in progress 15,491​​ 21,729Property and equipment, cost 459,912​ 434,665Accumulated depreciation and amortization (233,712)​ (211,423)Property and equipment, net$ 226,200​$ 223,242​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2023​2022​​​​​​​​​Developed technology 9 - 15​$ 616,311​$ 542,038Trade names 2 - 20​ 146,945​ 146,457Customer relationships 7 - 16​ 213,878​ 225,882Patents 10​ 3,815​ 3,313Other intangibles 5 - 15​ 11,566​ 6,306Definite-lived intangible assets​​​ 992,515​ 923,996Accumulated amortization​​​ (480,570)​ (415,174)Definite-lived intangibles assets, net​​​ 511,945​ 508,822In process research and development​​​ 22,700​ 22,700Total intangible assets, net​​​$ 534,645​$ 531,522​Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2023​2022​​​​​​​Beginning balance​$ 531,522​$ 615,968Acquisitions​ 75,600​ - Other additions(1)​ 5,710​ 293Amortization expense​ (77,491)​ (74,147)Currency translation​​ (696)​​ (2,029)Eminence impairment​​ - ​​ (8,563)Ending balance​$ 534,645​$ 531,522​(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. Amortization expense related to developed technologies included in cost of sales was $44.3 million, $40.6 million, and $36.5 million in fiscal 2023, 2022, and 2021, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.5 million, and $28.4 million, in fiscal 2023, 2022, and 2021 respectively. Property and Equipment: Property and equipment consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 2022 Land $ 9,100 ​ $ 8,572 Buildings and improvements 245,302 ​ 229,551 Machinery and equipment ​ 190,019 ​ 174,813 Construction in progress 15,491 ​ ​ 21,729 Property and equipment, cost 459,912 ​ 434,665 Accumulated depreciation and amortization (233,712) ​ (211,423) Property and equipment, net $ 226,200 ​ $ 223,242 ​ Intangibles assets were comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** Inventories: Inventories consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 2023 ​ ​ ​ ​ ​ ​ ​ Raw materials ​ $ 79,377 ​ $ 84,551 Finished goods(1) ​ 106,072 ​ 92,474 Inventories, net ​ $ 185,449 ​ $ 177,025 64 64 Table of ContentsProperty and Equipment:Property and equipment consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023Land​$ 8,150​$ 9,100Buildings and improvements​ 243,863​ 245,302Machinery and equipment ​​ 215,948​ 190,019Construction in progress​ 39,749​​ 15,491Property and equipment, cost​ 507,710​ 459,912Accumulated depreciation and amortization​ (256,556)​ (233,712)Property and equipment, net​$ 251,154​$ 226,200​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2024​2023​​​​​​​​​Developed technology 9 - 15​$ 675,674​$ 616,311Tradenames 2 - 20​ 151,561​ 146,945Customer relationships 7 - 16​ 211,276​ 213,878Patents 10​ 4,343​ 3,815Other intangibles 5 - 15​ 12,006​ 11,566Definite-lived intangible assets​​​ 1,054,860​ 992,515Accumulated amortization​​​ (547,779)​ (480,570)Definite-lived intangibles assets, net​​​ 507,081​ 511,945In process research and development(1)​​​ - ​ 22,700Total intangible assets, net​​​$ 507,081​$ 534,645​(1)The in process research and development has been placed into service and is included within Developed technology. The amortization period for this developed technology asset is estimated to be 14 years.Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2024​2023​​​​​​​Beginning balance​$ 534,645​$ 531,522Acquisitions​ 66,400​ 75,600Other additions(1)​ 950​ 5,710Held-for-sale intangibles(2)​​ (14,323)​​ - Amortization expense​ (79,854)​ (77,491)Currency translation​​ (737)​​ (696)Ending balance​$ 507,081​$ 534,645​(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. (2)Refer to Note 1 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in cost of sales was $46.6 million, $44.3 million, and $40.6 million in fiscal 2024, 2023, and 2022, respectively. Amortization expense related to trade names, customer 65 Table of Contents Table of Contents Table of Contents Property and Equipment:Property and equipment consist of (in thousands):​​​​​​​​​June 30, ​​2024 2023Land​$ 8,150​$ 9,100Buildings and improvements​ 243,863​ 245,302Machinery and equipment ​​ 215,948​ 190,019Construction in progress​ 39,749​​ 15,491Property and equipment, cost​ 507,710​ 459,912Accumulated depreciation and amortization​ (256,556)​ (233,712)Property and equipment, net​$ 251,154​$ 226,200​Intangibles assets were comprised of the following (in thousands):​​​​​​​​​​​Useful Life​June 30, ​​(years)​2024​2023​​​​​​​​​Developed technology 9 - 15​$ 675,674​$ 616,311Tradenames 2 - 20​ 151,561​ 146,945Customer relationships 7 - 16​ 211,276​ 213,878Patents 10​ 4,343​ 3,815Other intangibles 5 - 15​ 12,006​ 11,566Definite-lived intangible assets​​​ 1,054,860​ 992,515Accumulated amortization​​​ (547,779)​ (480,570)Definite-lived intangibles assets, net​​​ 507,081​ 511,945In process research and development(1)​​​ - ​ 22,700Total intangible assets, net​​​$ 507,081​$ 534,645​(1)The in process research and development has been placed into service and is included within Developed technology. The amortization period for this developed technology asset is estimated to be 14 years.Changes to the carrying amount of net intangible assets consist of (in thousands):​​​​​​​​ June 30, ​​2024​2023​​​​​​​Beginning balance​$ 534,645​$ 531,522Acquisitions​ 66,400​ 75,600Other additions(1)​ 950​ 5,710Held-for-sale intangibles(2)​​ (14,323)​​ - Amortization expense​ (79,854)​ (77,491)Currency translation​​ (737)​​ (696)Ending balance​$ 507,081​$ 534,645​(1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. (2)Refer to Note 1 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in cost of sales was $46.6 million, $44.3 million, and $40.6 million in fiscal 2024, 2023, and 2022, respectively. Amortization expense related to trade names, customer Property and Equipment: Property and equipment consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 2023 Land ​ $ 8,150 ​ $ 9,100 Buildings and improvements ​ 243,863 ​ 245,302 Machinery and equipment ​ ​ 215,948 ​ 190,019 Construction in progress ​ 39,749 ​ ​ 15,491 Property and equipment, cost ​ 507,710 ​ 459,912 Accumulated depreciation and amortization ​ (256,556) ​ (233,712) Property and equipment, net ​ $ 251,154 ​ $ 226,200 ​ Intangibles assets were comprised of the following (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Protein Sciences ​ $ 56,911 ​ $ 58,251 ​ $ 56,370 Diagnostics and Genomics ​ 39,753 ​ 34,242 ​ 30,770 Total research and development expenses ​ $ 96,664 ​ $ 92,493 ​ $ 87,140 ​" **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Useful Life **Key changes:** - Reworded sentence: "​ June 30, ​ ​ (years) ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 675,674 ​ $ 616,311 Tradenames 2 - 20 ​ 151,561 ​ 146,945 Customer relationships 7 - 16 ​ 211,276 ​ 213,878 Patents 10 ​ 4,343 ​ 3,815 Other intangibles 5 - 15 ​ 12,006 ​ 11,566 Definite-lived intangible assets ​ ​ ​ 1,054,860 ​ 992,515 Accumulated amortization ​ ​ ​ (547,779) ​ (480,570) Definite-lived intangibles assets, net ​ ​ ​ 507,081 ​ 511,945 In process research and development(1) ​ ​ ​ - ​ 22,700 Total intangible assets, net ​ ​ ​ $ 507,081 ​ $ 534,645 ​ (1)The in process research and development has been placed into service and is included within Developed technology." - Reworded sentence: "(2)Refer to Note 1 for further detail on held-for-sale intangibles." **Prior (2023):** ​ June 30, ​ ​ (years) ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 616,311 ​ $ 542,038 Trade names 2 - 20 ​ 146,945 ​ 146,457 Customer relationships 7 - 16 ​ 213,878 ​ 225,882 Patents 10 10 ​ 3,815 ​ 3,313 Other intangibles 5 - 15 ​ 11,566 ​ 6,306 Definite-lived intangible assets ​ ​ ​ 992,515 ​ 923,996 Accumulated amortization ​ ​ ​ (480,570) ​ (415,174) Definite-lived intangibles assets, net ​ ​ ​ 511,945 ​ 508,822 In process research and development ​ ​ ​ 22,700 ​ 22,700 Total intangible assets, net ​ ​ ​ $ 534,645 ​ $ 531,522 ​ Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 531,522 ​ $ 615,968 Acquisitions ​ 75,600 ​ - Other additions(1) ​ 5,710 ​ 293 Amortization expense ​ (77,491) ​ (74,147) Currency translation ​ ​ (696) ​ ​ (2,029) Eminence impairment ​ ​ - ​ ​ (8,563) Ending balance ​ $ 534,645 ​ $ 531,522 ​ (1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. Amortization expense related to developed technologies included in cost of sales was $44.3 million, $40.6 million, and $36.5 million in fiscal 2023, 2022, and 2021, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.5 million, and $28.4 million, in fiscal 2023, 2022, and 2021 respectively. 60 60 Table of ContentsThe estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands):​​​​2024 $ 75,3312025​ 72,0562026​ 68,0892027​ 57,9202028​ 54,470Thereafter​ 184,079Total​$ 511,945​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2021 $ 392,717​$ 450,350​$ 843,067Acquisitions​ - ​​ (4,407)​ (4,407)Eminence impairment​​ (8,275)​​ - ​​ (8,275)Currency translation​ (7,949)​​ (335)​ (8,284)June 30, 2022​$ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​ - ​​ 51,257Currency translation​ (723)​​ 102​​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737​Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2023​2022​​​​​​​Investment in Wilson Wolf​$ 255,857​$ 25,000Derivative instruments​​ 16,857​​ 11,026Long-term inventory​​ 5,387​​ 5,111Other​ 7,201​ 5,691Other assets​$ 285,302​$ 46,828​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Income taxes paid​$ 88,428​$ 30,341​$ 20,952Interest paid​ 8,368​ 11,027​ 13,576Non-cash activities:​ ​​ ​ Acquisition-related liabilities (1)​ 12,100​ 20,400​ 23,600Other intangibles (2)​ - ​ - ​ 4,000(1)Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5.61 Table of Contents Table of Contents Table of Contents The estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands):​​​​2024 $ 75,3312025​ 72,0562026​ 68,0892027​ 57,9202028​ 54,470Thereafter​ 184,079Total​$ 511,945​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2021 $ 392,717​$ 450,350​$ 843,067Acquisitions​ - ​​ (4,407)​ (4,407)Eminence impairment​​ (8,275)​​ - ​​ (8,275)Currency translation​ (7,949)​​ (335)​ (8,284)June 30, 2022​$ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​ - ​​ 51,257Currency translation​ (723)​​ 102​​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737​Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2023​2022​​​​​​​Investment in Wilson Wolf​$ 255,857​$ 25,000Derivative instruments​​ 16,857​​ 11,026Long-term inventory​​ 5,387​​ 5,111Other​ 7,201​ 5,691Other assets​$ 285,302​$ 46,828​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2023 2022 2021Income taxes paid​$ 88,428​$ 30,341​$ 20,952Interest paid​ 8,368​ 11,027​ 13,576Non-cash activities:​ ​​ ​ Acquisition-related liabilities (1)​ 12,100​ 20,400​ 23,600Other intangibles (2)​ - ​ - ​ 4,000(1)Consists of holdback payments due at future dates and liabilities for contingent consideration. Amounts disclosed above represent the total non-cash change in the liability from the prior fiscal year. Further information regarding liabilities for contingent consideration can be found in Notes 4 and 5. The estimated future amortization expense for intangible assets as of June 30, 2023, excluding any possible future amortization associated with acquired in-process research and development (IPR&D) which has not met technological feasibility, is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2024 $ 75,331 2025 ​ 72,056 2026 ​ 68,089 2027 ​ 57,920 2028 ​ 54,470 Thereafter ​ 184,079 Total ​ $ 511,945 ​ Goodwill: ​ Changes in goodwill by segment and in total consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diagnostics and ​ ​ ​ Protein Sciences ​ Genomics ​ Total June 30, 2021 $ 392,717 ​ $ 450,350 ​ $ 843,067 Acquisitions ​ - ​ ​ (4,407) ​ (4,407) Eminence impairment ​ ​ (8,275) ​ ​ - ​ ​ (8,275) Currency translation ​ (7,949) ​ ​ (335) ​ (8,284) June 30, 2022 ​ $ 376,493 ​ $ 445,608 ​ $ 822,101 Acquisitions ​ 51,257 ​ ​ - ​ ​ 51,257 Currency translation ​ (723) ​ ​ 102 ​ ​ (621) June 30, 2023 ​ $ 427,027 ​ $ 445,710 ​ $ 872,737 ​ Other Assets: ​ Other assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ Investment in Wilson Wolf ​ $ 255,857 ​ $ 25,000 Derivative instruments Derivative instruments ​ ​ 16,857 ​ ​ 11,026 Long-term inventory ​ ​ 5,387 ​ ​ 5,111 Other ​ 7,201 ​ 5,691 Other assets ​ $ 285,302 ​ $ 46,828 ​ Supplemental Cash Flow Information: Supplemental cash flow information was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ June 30, ​ ​ (years) ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ Developed technology 9 - 15 ​ $ 675,674 ​ $ 616,311 Tradenames 2 - 20 ​ 151,561 ​ 146,945 Customer relationships 7 - 16 ​ 211,276 ​ 213,878 Patents 10 ​ 4,343 ​ 3,815 Other intangibles 5 - 15 ​ 12,006 ​ 11,566 Definite-lived intangible assets ​ ​ ​ 1,054,860 ​ 992,515 Accumulated amortization ​ ​ ​ (547,779) ​ (480,570) Definite-lived intangibles assets, net ​ ​ ​ 507,081 ​ 511,945 In process research and development(1) ​ ​ ​ - ​ 22,700 Total intangible assets, net ​ ​ ​ $ 507,081 ​ $ 534,645 ​ (1)The in process research and development has been placed into service and is included within Developed technology. The amortization period for this developed technology asset is estimated to be 14 years. Changes to the carrying amount of net intangible assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Beginning balance ​ $ 534,645 ​ $ 531,522 Acquisitions ​ 66,400 ​ 75,600 Other additions(1) ​ 950 ​ 5,710 Held-for-sale intangibles(2) ​ ​ (14,323) ​ ​ - Amortization expense ​ (79,854) ​ (77,491) Currency translation ​ ​ (737) ​ ​ (696) Ending balance ​ $ 507,081 ​ $ 534,645 ​ (1)Includes the purchase of a $4.6 million intangible asset from Wilson Wolf, an equity method investee of the Company during the year-ended June 30, 2023. This asset will be amortized over a life of 10 years. (2)Refer to Note 1 for further detail on held-for-sale intangibles. Amortization expense related to developed technologies included in cost of sales was $46.6 million, $44.3 million, and $40.6 million in fiscal 2024, 2023, and 2022, respectively. Amortization expense related to trade names, customer 65 65 Table of Contentsrelationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.2 million, and $33.5 million, in fiscal 2024, 2023, and 2022 respectively.The estimated future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands):​​​​2025 $ 77,2592026​ 73,2972027​ 63,1382028​ 59,4912029​ 46,923Thereafter​ 186,973Total​$ 507,081​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2022 $ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​ - ​ 51,257Currency translation​ (723)​​ 102​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737Acquisitions​ - ​​ 104,650​​ 104,650Held-for-sale goodwill(1)​​ (1,400)​​ - ​​ (1,400)Currency translation​ (2,178)​​ (1,146)​​ (3,324)June 30, 2024​$ 423,449​$ 549,214​$ 972,663​(1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale. Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2024​2023​​​​​​​Equity method investment in Wilson Wolf​$ 242,337​$ 255,857Derivative instruments​​ 9,813​​ 16,857Long-term inventory​​ 5,718​​ 5,387Other​ 6,397​ 7,201Other assets​$ 264,265​$ 285,302​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022Income taxes paid​$ 65,254​$ 88,428​$ 30,341Interest paid​ 14,502​ 8,368​ 11,027​​66 Table of Contents Table of Contents Table of Contents relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.2 million, and $33.5 million, in fiscal 2024, 2023, and 2022 respectively.The estimated future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands):​​​​2025 $ 77,2592026​ 73,2972027​ 63,1382028​ 59,4912029​ 46,923Thereafter​ 186,973Total​$ 507,081​Goodwill:​Changes in goodwill by segment and in total consist of (in thousands):​​​​​​​​​​​ ​ Diagnostics and ​​​Protein Sciences​ Genomics​TotalJune 30, 2022 $ 376,493​$ 445,608​$ 822,101Acquisitions​ 51,257​​ - ​ 51,257Currency translation​ (723)​​ 102​ (621)June 30, 2023​$ 427,027​$ 445,710​$ 872,737Acquisitions​ - ​​ 104,650​​ 104,650Held-for-sale goodwill(1)​​ (1,400)​​ - ​​ (1,400)Currency translation​ (2,178)​​ (1,146)​​ (3,324)June 30, 2024​$ 423,449​$ 549,214​$ 972,663​(1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale. Other Assets:​Other assets consist of (in thousands): ​​​​​​​​ June 30, ​ 2024​2023​​​​​​​Equity method investment in Wilson Wolf​$ 242,337​$ 255,857Derivative instruments​​ 9,813​​ 16,857Long-term inventory​​ 5,718​​ 5,387Other​ 6,397​ 7,201Other assets​$ 264,265​$ 285,302​Supplemental Cash Flow Information:Supplemental cash flow information was as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022Income taxes paid​$ 65,254​$ 88,428​$ 30,341Interest paid​ 14,502​ 8,368​ 11,027​​ relationships, non-compete agreements, and patents included in selling, general and administrative expense was $33.2 million, $33.2 million, and $33.5 million, in fiscal 2024, 2023, and 2022 respectively. The estimated future amortization expense for intangible assets as of June 30, 2024 is as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2025 $ 77,259 2026 ​ 73,297 2027 ​ 63,138 2028 ​ 59,491 2029 ​ 46,923 Thereafter ​ 186,973 Total ​ $ 507,081 ​ Goodwill: ​ Changes in goodwill by segment and in total consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Diagnostics and ​ ​ ​ Protein Sciences ​ Genomics ​ Total June 30, 2022 $ 376,493 ​ $ 445,608 ​ $ 822,101 Acquisitions ​ 51,257 ​ ​ - ​ 51,257 Currency translation ​ (723) ​ ​ 102 ​ (621) June 30, 2023 ​ $ 427,027 ​ $ 445,710 ​ $ 872,737 Acquisitions ​ - ​ ​ 104,650 ​ ​ 104,650 Held-for-sale goodwill(1) ​ ​ (1,400) ​ ​ - ​ ​ (1,400) Currency translation ​ (2,178) ​ ​ (1,146) ​ ​ (3,324) June 30, 2024 ​ $ 423,449 ​ $ 549,214 ​ $ 972,663 ​(1) Refer to Note 1 for further detail on goodwill reclassified to current assets held-for-sale. ​ Other Assets: ​ Other assets consist of (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ June 30, ​ 2024 ​ 2023 ​ ​ ​ ​ ​ ​ ​ Equity method investment in Wilson Wolf ​ $ 242,337 ​ $ 255,857 Derivative instruments Derivative instruments ​ ​ 9,813 ​ ​ 16,857 Long-term inventory ​ ​ 5,718 ​ ​ 5,387 Other ​ 6,397 ​ 7,201 Other assets ​ $ 264,265 ​ $ 285,302 ​ Supplemental Cash Flow Information: Supplemental cash flow information was as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: Year Ended June 30, **Key changes:** - Reworded sentence: "​ ​ 2024 ​ 2023 ​ 2022 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net sales ​ $ 1,159,060 ​ $ 1,136,702 ​ $ 1,105,599 Cost of sales ​ 389,335 ​ 366,887 ​ 349,103 Gross margin ​ 769,725 ​ 769,815 ​ 756,496 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Operating expenses: ​ ​ ​ Selling, general and administrative ​ 466,375 ​ 378,378 ​ 372,766 Research and development ​ 96,664 ​ 92,493 ​ 87,140 Total operating expenses ​ 563,039 ​ 470,871 ​ 459,906 Operating income ​ 206,686 ​ 298,944 ​ 296,590 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Other income (expense) ​ ​ ​ ​ ​ ​ Interest expense ​ (15,736) ​ (11,215) ​ (11,309) Interest income ​ 3,323 ​ 3,410 ​ 794 Other non-operating income (expense), net ​ (8,584) ​ 47,520 ​ 15,311 Total other income (expense), net ​ (20,997) ​ 39,715 ​ 4,796 Earnings before income taxes ​ 185,689 ​ 338,659 ​ 301,386 Income taxes ​ 17,584 ​ 53,217 ​ 38,287 Net earnings, including noncontrolling interest ​ 168,105 ​ 285,442 ​ 263,099 Net earnings attributable to noncontrolling interest ​ - ​ 179 ​ (8,952) Net earnings attributable to Bio-Techne ​ $ 168,105 ​ $ 285,263 ​ $ 272,051 Other comprehensive income (loss): ​ ​ ​ Foreign currency translation income (loss) ​ (7,492) ​ 4,191 ​ (32,241) 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 ​ (4,760) ​ 4,793 ​ 14,262 Other comprehensive income (loss) ​ (12,252) ​ 9,103 ​ (17,979) Other comprehensive income (loss) attributable to noncontrolling interest ​ - ​ (33) ​ (70) Other comprehensive income (loss) attributable to Bio-Techne ​ (12,252) ​ 9,136 ​ (17,909) Comprehensive income attributable to Bio-Techne ​ $ 155,853 ​ $ 294,399 ​ $ 254,142 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Earnings per share attributable to Bio-Techne: ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ 1.07 ​ $ 1.81 ​ $ 1.73 Diluted ​ $ 1.05 ​ $ 1.76 ​ $ 1.66 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average common shares outstanding: ​ ​ ​ Basic ​ 157,708 ​ 157,179 ​ 156,874 Diluted ​ 160,774 ​ 161,855 ​ 164,114 ​ See Notes to Consolidated Financial Statements." **Prior (2023):** ​ 2023 2022 2021 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 5 % 17 % 22 % Acquisitions sales growth 0 % 3 % 1 % Impact of foreign currency fluctuations (2) % (1) % 3 % Consolidated net sales growth 3 % 19 % 26 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ **Current (2024):** ​ 2024 2023 2022 ​ ​ ​ ​ ​ ​ ​ ​ Organic sales growth 1 % 5 % 17 % Acquisitions sales growth 1 % 0 % 3 % Impact of foreign currency fluctuations 0 % (2) % (1) % Impact of business held for sale ​ 0 % - % - % Consolidated net sales growth 2 % 3 % 19 % ​ Consolidated net sales by segment were as follows (in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ --- ## Modified: OVERALL RESULTS **Key changes:** - Reworded sentence: "Operational Update For fiscal 2024, consolidated net sales increased 2% to $1.2 billion as compared to fiscal 2023." - Reworded sentence: "Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022." - Removed sentence: "For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021." - Removed sentence: "Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%." - Removed sentence: "Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy." **Prior (2023):** Operational Update For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments. ​ Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence). After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to 33 33 Table of Contentsfiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy. Consolidated earnings, including non-controlling interest, increased 88% in fiscal 2022 compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. ​Business Strategy Update​Environmental​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, among other initiatives, the Company is currently focused on establishing a baseline for emissions to develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials.​In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change.​The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions.​Digital​In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks.​The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach.​34 Table of Contents Table of Contents Table of Contents fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy. Consolidated earnings, including non-controlling interest, increased 88% in fiscal 2022 compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. ​Business Strategy Update​Environmental​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, among other initiatives, the Company is currently focused on establishing a baseline for emissions to develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials.​In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services. The Company has maintained these procedures while incorporating additional considerations regarding potential adverse weather events associated with climate change.​The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company's near-term financial results. Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions.​Digital​In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information. As disclosed in "Item 1A. Risk Factors", increased cybersecurity attack activity poses a risk for our business. In response to this risk, the Company actively completes system patching and required maintenance, performs internal and third-party employee training, monitors network and system activity, and completes data backups for our systems. However, even with the Company's procedures performed, our digital networks and systems are still potentially vulnerable to cyberattacks.​The financial impact of our cybersecurity initiatives and activities are ongoing and not expected to have a material impact on our financial results. However, the impact on our business operations and financial results from a material cyber breach would be unknown and dependent on the nature of the breach.​ fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021. Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%. Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy. Consolidated earnings, including non-controlling interest, increased 88% in fiscal 2022 compared to fiscal 2021. The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year. Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021. Adjusted earnings growth was primarily driven by sales growth. ​ **Current (2024):** Operational Update For fiscal 2024, consolidated net sales increased 2% to $1.2 billion as compared to fiscal 2023. Organic growth was 1%, with acquisitions having a favorable impact of 1%. Foreign currency translation and a business held-for sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Diagnostics and Genomics segment. ​ Consolidated net earnings, including non-controlling interest, decreased 41% compared to fiscal 2023. The decrease in earnings was driven by a non-recurring gain on the sale of our ChemoCentryx investment, a non-recurring gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd. (Eminence), and a non-recurring benefit related to the fair value of contingent consideration during fiscal 2023. The decrease in fiscal 2024 was also impacted by impairment of assets held-for-sale, restructuring charges, and CEO transition related charges. After adjusting for cost recognized upon 35 35 Table of Contentssale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, impact of business held-for-sale, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 11% in fiscal 2024 as compared to fiscal 2023. Adjusted net earnings attributable to Bio-Techne was primarily impacted by the acquisition of Lunaphore and unfavorable volume leverage within Protein Sciences. For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments. Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Eminence. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022 ​​​​​​​​Organic sales growth 1% 5% 17% Acquisitions sales growth 1% 0% 3% Impact of foreign currency fluctuations 0% (2)% (1)% Impact of business held for sale​0% - % - % Consolidated net sales growth 2% 3% 19%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022Protein Sciences​$ 830,902​$ 845,747​$ 832,311Diagnostics and Genomics​ 326,392​ 292,602​ 274,843Other revenue(1)​​ 4,153​​ - ​​ - Intersegment​ (2,387)​ (1,647)​ (1,555)Consolidated net sales​$ 1,159,060​$ 1,136,702​$ 1,105,599​(1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.​In fiscal 2024, Protein Sciences segment net sales decreased 2% compared to fiscal 2023. A business within the Protein Sciences Segment met the criteria as held-for-sale since December 31, 2023. The exclusion of third and fourth quarter of 36 Table of Contents Table of Contents Table of Contents sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, impact of business held-for-sale, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 11% in fiscal 2024 as compared to fiscal 2023. Adjusted net earnings attributable to Bio-Techne was primarily impacted by the acquisition of Lunaphore and unfavorable volume leverage within Protein Sciences. For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments. Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Eminence. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.​RESULTS OF OPERATIONSNet SalesConsolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars.​Consolidated net sales growth was as follows:​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022 ​​​​​​​​Organic sales growth 1% 5% 17% Acquisitions sales growth 1% 0% 3% Impact of foreign currency fluctuations 0% (2)% (1)% Impact of business held for sale​0% - % - % Consolidated net sales growth 2% 3% 19%​Consolidated net sales by segment were as follows (in thousands):​​​​​​​​​​​ Year Ended June 30, ​ 2024 2023 2022Protein Sciences​$ 830,902​$ 845,747​$ 832,311Diagnostics and Genomics​ 326,392​ 292,602​ 274,843Other revenue(1)​​ 4,153​​ - ​​ - Intersegment​ (2,387)​ (1,647)​ (1,555)Consolidated net sales​$ 1,159,060​$ 1,136,702​$ 1,105,599​(1) Since December 31, 2023, the Company has a business that has met the held-for-sale criteria. The year ended June 30, 2024 includes the six-month results of this business held-for-sale for the period starting December 31, 2023 through June 30, 2024 while the business has met the held-for-sale criteria.​In fiscal 2024, Protein Sciences segment net sales decreased 2% compared to fiscal 2023. A business within the Protein Sciences Segment met the criteria as held-for-sale since December 31, 2023. The exclusion of third and fourth quarter of sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, impact of business held-for-sale, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 11% in fiscal 2024 as compared to fiscal 2023. Adjusted net earnings attributable to Bio-Techne was primarily impacted by the acquisition of Lunaphore and unfavorable volume leverage within Protein Sciences. For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022. Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact. Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments. Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022. The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Eminence. After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to fiscal 2022. Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition. ​ --- *Data sourced from SEC EDGAR. Last updated 2026-06-01.*