tech20211231

tech20211231_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

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

For the quarterly period ended December 31, 2021, or

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

For the transition period from to

Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	41-1427402
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

614 McKinley Place N.E. Minneapolis, MN 55413	(612) 379-8854
(Address of principal executive offices) (Zip Code)	(Registrant's telephone number, including area code)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	TECH	The NASDAQ Stock Market LLC

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

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

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

Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

		Emerging growth company	☐

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

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

At February 3, 2022, 39,288,254 shares of the Company's Common Stock (par value $0.01) were outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	17

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	23

Item 4.	Controls and Procedures	24

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1A.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults Upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exh ibits	27

	SIGNATURES	29

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

Bio-Techne Corporation and Subsidiaries

(in thousands, except per share data)

(unaudited)

	Quarter Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Net sales	$	269,276		$	224,253		$	526,995		$	428,452
Cost of sales		85,585			73,353			172,307			139,821
Gross margin		183,691			150,900			354,688			288,631
Operating expenses:
Selling, general and administrative		100,693			83,116			186,868			155,714
Research and development		20,650			16,789			42,250			32,830
Total operating expenses		121,343			99,905			229,118			188,544

Operating income		62,348			50,995			125,570			100,087
Other income (expense)		23,831			5,373			27,992			(4,381	)
Earnings before income taxes		86,179			56,368			153,562			95,706
Income taxes (benefit)		14,120			10,224			12,522			16,168
Net earnings, including noncontrolling interest		72,059			46,144			141,040			79,538
Net earnings (loss) attributable to noncontrolling interest		(8,114	)		(130	)		(8,748	)		(130	)
Net earnings attributable to Bio-Techne	$	80,173		$	46,274		$	149,788		$	79,668
Other comprehensive income (loss):
Foreign currency translation adjustments		1,924			16,928			(6,722	)		28,842
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 8		2,884			2,059			4,566			4,202
Other comprehensive income (loss)		4,808			18,987			(2,156	)		33,044
Other comprehensive income (loss) attributable to noncontrolling interest		66			83			27			83
Other comprehensive income (loss) attributable to Bio-Techne		4,742			18,904			(2,183	)		32,961
Comprehensive income attributable to Bio-Techne	$	84,915		$	65,178		$	147,605		$	112,629

Earnings per share attributable to Bio-Techne:
Basic	$	2.04		$	1.20		$	3.82		$	2.06
Diluted	$	1.94		$	1.15		$	3.64		$	1.98

Weighted average common shares outstanding:
Basic		39,310			38,691			39,202			38,614
Diluted		41,207			40,257			41,159			40,135

See Notes to Condensed Consolidated Financial Statements.

Table of Contents

CONDENSED CONSOLIDATED BALANCE SHEETS

Bio-Techne Corporation and Subsidiaries

(in thousands, except share and per share data)

	December 31, 2021 (unaudited)		June 30, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	211,845	$	199,091
Short-term available-for-sale investments		67,135		32,463
Accounts receivable, less allowance for doubtful accounts of $1,334 and $1,229, respectively

SEC Form 10-Q filed by Bio-Techne Corp