Bio-Techne 10-Q 2021-12-31

Filed 2022-02-07. 1 sections, 130K characters. Original on sec.gov · Markdown · JSON

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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)

Minnesota41-1427402
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueTECHThe 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

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 Operations17
Item 3.Quantitative and Qualitative Disclosures about Market Risk23
Item 4.Controls and Procedures24
PART II: OTHER INFORMATION
Item 1.Legal Proceedings25
Item 1A.Risk Factors25
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds26
Item 3.Defaults Upon Senior Securities26
Item 4.Mine Safety Disclosures26
Item 5.Other Information26
Item 6.Exhibits27
SIGNATURES29

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,
2021202020212020
Net sales$269,276$224,253$526,995$428,452
Cost of sales85,58573,353172,307139,821
Gross margin183,691150,900354,688288,631
Operating expenses:
Selling, general and administrative100,69383,116186,868155,714
Research and development20,65016,78942,25032,830
Total operating expenses121,34399,905229,118188,544
Operating income62,34850,995125,570100,087
Other income (expense)23,8315,37327,992(4,381)
Earnings before income taxes86,17956,368153,56295,706
Income taxes (benefit)14,12010,22412,52216,168
Net earnings, including noncontrolling interest72,05946,144141,04079,538
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 adjustments1,92416,928(6,722)28,842
Unrealized gains (losses) on derivative instruments - cash flow hedges, net of tax amounts disclosed in Note 82,8842,0594,5664,202
Other comprehensive income (loss)4,80818,987(2,156)33,044
Other comprehensive income (loss) attributable to noncontrolling interest66832783
Other comprehensive income (loss) attributable to Bio-Techne4,74218,904(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:
Basic39,31038,69139,20238,614
Diluted41,20740,25741,15940,135

See Notes to Condensed Consolidated Financial Statements.

CONDENSED CONSOLIDATED BALANCE SHEETS

Bio-Techne Corporation and Subsidiaries

_(in t

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