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Basis of Presentation and Summary of Significant Accounting Policies | 9 Months Ended
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Mar. 31, 2024
Notes to Financial Statements |
Basis of Presentation and Summary of Significant Accounting Policies | Note 1. Basis of Presentation and Summary of Significant Accounting Policies: The interim consolidated financial statements of Bio-Techne Corporation and subsidiaries, (the Company) presented here have been prepared by the Company and are unaudited. They have been prepared in accordance with accounting principles generally accepted in the United States of America and with instructions to Form 10-Q and Article 10 of Regulation S-X. They reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. All such adjustments are of a normal recurring nature. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. These interim unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, 2023, included in the Company's Annual Report on Form 10-K for fiscal 2023. A summary of significant accounting policies followed by the Company is detailed in the Company's Annual Report on Form 10-K for fiscal 2023. The Company follows these policies in preparation of the interim unaudited Condensed Consolidated Financial Statements. During the quarter ended March 31, 2024, the Company operated under two operating segments, Protein Sciences and Diagnostics and Genomics. The operating segments the Company operated under were consistent with the Company's operating segments disclosed in the Company's Annual Report on Form 10-K for fiscal 2023. Partially-owned consolidated subsidiary: On September 1, 2022, the Company completed the sale of its equity shares of Changzhou Eminence Biotechnology Co., Ltd. (Eminence) for approximately $17.8 million to a third party. Eminence was considered a variable-interest entity that was fully consolidated in our financial statements. Prior to the sale, Eminence had revenue of $2.0 million for the first fiscal quarter of 2023 within our Protein Sciences segment. As a result of the sale of the business, the Company recorded a gain of $11.7 million within the Other income (expense) line in the Condensed Consolidated Statement of Earnings. Investments: In December 2021, the Company paid $25 million to enter into a two-part forward contract which requires the Company to make an initial ownership investment followed by purchase of full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or annual earnings before interest, taxes, depreciation, and amortization (EBITDA) thresholds are met. Wilson Wolf is a leading manufacturer of cell culture devices, including the G-Rex product line. The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $92 million in annual revenue or $55 million in EBITDA at any point prior to December 31, 2027. During the quarter ended March 31, 2023, the Company determined that Wilson Wolf had met the EBITDA target. On March 31, 2023, the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf. Since the first part of the forward contract has been triggered, the second part of the forward contract will automatically trigger, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $226 million in annual revenue or $136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires the Company to pay approximately $1 billion plus potential consideration for revenue in excess of the revenue milestone. ​ ​ The investment in Wilson Wolf is accounted for as an equity method investment under ASC 323. The Company initially records its equity method investments at the amount of the Company’s investment and adjusts each period for the Company’s share of the investee’s income or loss and dividends paid. Distributions from the equity method investee are accounted for using the cumulative earnings approach on the Consolidated Statement of Cash Flows. There was $1.7 million and $6.0 million of loss for the quarter and nine months ended March 31, 2024, respectively, recorded on the Company’s Consolidated Statement of Earnings and Comprehensive Income related to the investment. There was not material income or loss during the quarter and nine months ended March 31, 2023. The Company’s total investment of $248 million is included within Other long-term assets on the Consolidated Balance Sheet as of March 31, 2024. There was $256 million included within Other long-term assets on the Consolidated Balance Sheet as of June 30, 2023. Restructuring actions: Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such actions. Employee-related severance charges are based upon distributed employment policies and substantive severance plans. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated actions. Asset-related and other charges include impairment of right-of-use assets, leasehold improvements, other asset write-downs associated with combining operations, disposal of assets and other exit costs. Other costs also includes restructuring-related charges, which are incremental costs incurred directly supporting business transformation initiatives tied to the restructuring action. Fiscal Year 2024 Restructuring Actions: In the second quarter of fiscal 2024, the Company announced enterprise-wide restructuring focused on recovering operating margins, optimizing our distribution footprint, and enhancing our organization efficiency. These actions impacted approximately 4% of our global workforce. The Company is expecting to incur costs related to these actions through the first half of fiscal 2025, which will be recorded when specified criteria are met. As part of these actions, certain assets and liabilities associated with a disposal group in our Protein Sciences segment were classified as held-for-sale as of December 31, 2023, including $1.4 million of goodwill allocated to the disposal group on a relative fair value basis. As a result of an impairment test performed over the disposal group in the second quarter of fiscal 2024, an impairment charge of $6.0 million which includes the allocated goodwill, was recorded in the Selling, general and administrative line in the Condensed Consolidated Statements of Earnings for the nine months ended March 31, 2024. As of March 31, 2024, the assets remaining within the disposal group primarily include inventory of $11.2 million, property and equipment of $5.6 million, intangibles of $14.3 million, and current liabilities of $0.7 million. These assets are actively marketed and we believe their sale will be completed within 12 months of the held-for-sale classification date. The held-for-sale assets and liabilities are recorded in Current assets held-for-sale and Current liabilities held-for-sale in our Condensed Consolidated Balance Sheet as of March 31, 2024. The restructuring and restructuring-related charges, including the impairment of assets held-for-sale, for periods presented were recorded in the Condensed Consolidated Statements of Earnings as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Quarter Ended | ​ | Nine Months Ended
​ | ​ | March 31, | ​ | March 31,
​ | ​ | 2024 | ​ | 2024
Cost of sales | ​ | $ | 647 | ​ | $ | 1,821
Selling, general and administrative(1) | ​ | ​ | 903 | ​ | ​ | 11,153
Total | ​ | $ | 1,550 | ​ | $ | 12,974
​ | ​ | ​ | ​ | ​ | ​ | ​
(1) Restructuring actions impacting research and development are not material to separately disclose and have been included within Selling, general and administrative costs. ​ ​ Restructuring and restructuring-related costs by segment are as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Three months ended March 31, 2024
​ | ​ | ​ | Employee | ​ | ​ | Asset-related | ​ | ​ | Impairment of | ​ | ​ | ​
​ | ​ | ​ | severance | ​ | ​ | and other | ​ | ​ | assets held-for-sale | ​ | ​ | Total
Protein Sciences | ​ | $ | 28 | ​ | $ | 914 | ​ | $ | — | ​ | $ | 942
Diagnostics and Genomics | ​ | ​ | 265 | ​ | ​ | 90 | ​ | ​ | — | ​ | ​ | 355
Corporate | ​ | ​ | 117 | ​ | ​ | 136 | ​ | ​ | — | ​ | ​ | 253
Total | ​ | $ | 410 | ​ | $ | 1,140 | ​ | $ | — | ​ | $ | 1,550
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Nine months ended March 31, 2024
​ | ​ | ​ | Employee | ​ | ​ | Asset-related | ​ | ​ | Impairment of | ​ | ​ | ​
​ | ​ | ​ | severance | ​ | ​ | and other | ​ | ​ | assets held-for-sale | ​ | ​ | Total
Protein Sciences | ​ | $ | 2,978 | ​ | $ | 1,386 | ​ | $ | 6,038 | ​ | $ | 10,402
Diagnostics and Genomics | ​ | ​ | 1,004 | ​ | ​ | 90 | ​ | ​ | — | ​ | ​ | 1,094
Corporate | ​ | ​ | 1,310 | ​ | ​ | 168 | ​ | ​ | — | ​ | ​ | 1,478
Total | ​ | $ | 5,292 | ​ | $ | 1,644 | ​ | $ | 6,038 | ​ | $ | 12,974
​ The following table summarizes the changes in the Company’s accrued restructuring balance, which is included within Other current liabilities in the accompanying balance sheet. Other amounts reported as restructuring and restructuring-related costs in the accompanying statements of income have been summarized in the notes to the table (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | Employee | ​ | ​ | Asset-related | ​ | ​ | Impairment of | ​ | ​ | ​
​ | ​ | ​ | severance(1) | ​ | ​ | and other(2) | ​ | ​ | assets held-for-sale | ​ | ​ | Total
Expense incurred in the second quarter of 2024 | ​ | $ | 4,882 | ​ | $ | 504 | ​ | $ | 6,038 | ​ | $ | 11,424
Cash payments | ​ | ​ | (1,257) | ​ | ​ | (177) | ​ | ​ | — | ​ | ​ | (1,434)
Non-cash adjustments | ​ | ​ | — | ​ | ​ | (191) | ​ | ​ | (6,038) | ​ | ​ | (6,229)
Accrued restructuring actions balance as of December 31, 2023 | ​ | $ | 3,625 | ​ | $ | 136 | ​ | $ | — | ​ | $ | 3,761
Incremental expense incurred in the third quarter of 2024 | ​ | ​ | 133 | ​ | ​ | 1,140 | ​ | ​ | — | ​ | ​ | 1,273
Cash payments | ​ | ​ | (2,806) | ​ | ​ | (433) | ​ | ​ | — | ​ | ​ | (3,239)
Non-cash adjustments | ​ | ​ | — | ​ | ​ | (843) | ​ | ​ | — | ​ | ​ | (843)
Adjustments(3) | ​ | ​ | 277 | ​ | ​ | — | ​ | ​ | — | ​ | ​ | 277
Accrued restructuring actions balance as of March 31, 2024 | ​ | $ | 1,229 | ​ | $ | — | ​ | $ | — | ​ | $ | 1,229
(1) Relates to impacted employees’ final paycheck, separation payments, outplacement services, legal fees, and retention packages related to the closure or sale of certain distribution and manufacturing sites. (2) Primarily relates to impairment of right-of-use assets, lease termination fees, consulting fees, and expenses for changes to supporting IT systems that are enabling the Company to complete the restructuring initiatives. (3) Relates to the refinement of the accrual recorded in the second quarter of fiscal 2024. ​ Fiscal Year 2023 Restructuring Actions: QT Holdings Corporation (Quad) In August 2022, the Company informed employees of our decision to close our QT Holdings Corporation (Quad) facility as part of a realignment of activities within our Reagent Solutions division. The closure of the site was completed in the fourth quarter of fiscal 2023. As a result of the restructuring activities, a pre-tax charge of $2.2 million was recorded within our Protein Sciences segment. The related restructuring charges for the year ended June 30, 2023 were recorded in the income statement as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Employee | ​ | Asset | ​ | ​
​ |  | severance |  | impairment and other |  | Total
Selling, general and administrative | ​ | $ | 1,328 | ​ | $ | 842 | ​ | $ | 2,170
​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | Employee | ​ | Asset | ​ | ​
​ |  | severance |  | impairment and other |  | Total
Expense incurred in the first quarter of 2023 | ​ | $ | 1,328 | ​ | $ | 842 | ​ | $ | 2,170
Cash payments | ​ | ​ | (1,233) | ​ | ​ | (772) | ​ | ​ | (2,005)
Adjustments | ​ | ​ | (95) | ​ | ​ | (70) | ​ | ​ | (165)
Accrued restructuring actions balances as of June 30, 2023 | ​ | $ | — | ​ | $ | — | ​ | $ | —
​ Protein Sciences Realignment In December 2022, the Company informed employees it would undertake certain actions to strategically reallocate operations resources to high growth areas of the business. Additional actions were taken in June 2023 primarily related to the sales organization. The actions impacted a limited number of employees and are expected to be completed in the fourth quarter of fiscal 2024. As a result of the realignment, a pre-tax charge of $1.7 million related to employee severance was recorded in the Selling, general and administrative line of operating income within our Protein Sciences segment during the year ended June 30, 2023. Adjustments in fiscal year 2024 relate to the refinement of employee severance payouts. Additional pre-tax charges for the nine months ended March 31, 2024 were approximately $0.22 million. There were no additional charges in the quarter ended March 31, 2024. Restructuring actions, including cash and non-cash impacts, are as follows (in thousands):
​ | ​ | ​ | ​
​ | ​ | Employee
​ | ​ | severance
Expense incurred in fiscal year 2023 | ​ | $ | 1,677
Fiscal year 2023 cash payments | ​ | ​ | (762)
Fiscal year 2023 adjustments | ​ | ​ | (18)
Accrued restructuring actions balances as of June 30, 2023 | ​ | $ | 897
Fiscal year 2024 cash payments | ​ | ​ | (1,006)
Fiscal year 2024 adjustments(1) | ​ | ​ | 221
Accrued restructuring actions balances as of March 31, 2024(2) | ​ | $ | 112
(1) Fiscal year 2024 adjustments relate to the refinement of the accrual recorded in fiscal year 2023. (2) The remaining balance as of March 31, 2024 relates to employee severance that is paid out over a one-year period. ​ ​ Recently Adopted Accounting Pronouncements There were no accounting pronouncements adopted in the quarter ended March 31, 2024. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2023. ​ Relevant New Standards Issued Not Yet Adopted ​ In November 2023, the FASB issued ASU 2023-07, Improvements to Reportable Segment Disclosures (Topic 280), which requires incremental disclosures on reportable segments, primarily through enhanced disclosures on significant segment expenses. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2025 for our annual report and for interim periods starting in fiscal year 2026. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. ​ In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (Topic 740), which requires incremental annual disclosures on income taxes, including rate reconciliations, income taxes paid, and other disclosures. The Company will adopt this guidance beginning in the fourth quarter of fiscal year 2026 for our annual report. We are currently evaluating the potential effect that the updated standard will have on our financial statement disclosures. ​ Other than the items noted above, there have been no new accounting pronouncements not yet effective or adopted in the current year that we believe have a significant impact, or potential significant impact, on our unaudited condensed consolidated financial statements.

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