Bio-Techne Releases Fourth Quarter Fiscal 2026 Results
Exhibit 99.1 Bio-Techne Releases Fourth Quarter Fiscal 2026 Results Minneapolis/August 12, 2026/ Bio-Techne Corporation (NASDAQ: TECH) today reported its financial results for the fourth quarter ending June 30, 2026.
GAAP EPS increased to $0.35 from $(0.11) one year ago. Delivered adjusted EPS was $0.52, down from $0.53 one year ago. Full year GAAP EPS increased to $1.16 versus $0.46 one year ago. Full year adjusted EPS was $1.93, up from $1.92 one year ago.
As previously announced on June 25, 2026, Bio-Techne entered into an agreement to be acquired by Merck KGaA, Darmstadt, Germany for $73 per share in cash, representing a total enterprise value of approximately $11.3 billion. “Bio-Techne ended fiscal 2026 with improved performance and solid execution across the business, reflecting the value our differentiated solutions bring across biopharma, research and diagnostic workflows,” said Kim Kelderman, President and Chief Executive Officer of Bio-Techne. “We continue to make progress toward completing Bio-Techne’s acquisition by Merck KGaA, Darmstadt, Germany, and look forward to the opportunities this transaction is expected to create for our customers and employees.” Conference Call
In light of the announced transaction with Merck KGaA, Darmstadt, Germany, Bio- Techne is no longer holding investor conference calls for quarterly results.
Net sales for the fourth quarter increased 1% to $321.2 million. Organic growth increased 3% compared to the prior year. Non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2% and foreign currency exchange did not have a material impact.
GAAP EPS was $0.35 per diluted share versus $(0.11) in the same quarter last year. GAAP operating income for the fourth quarter of fiscal 2026 was$74.3million compared to an operating loss of $23.9 million in the fourth quarter of fiscal 2025. GAAP operating margin was 23.1% compared to (7.5)% in the fourth quarter of fiscal 2025. Current quarter GAAP operating margin was favorably impacted by a non-recurring impairment charge in the prior year.
Adjusted EPS decreased to $0.52 per diluted share compared to $0.53 in the same quarter last year. Adjusted operating income increased to $103.4 million in the fourth quarter of fiscal 2026 compared to $101.3 million in the fourth quarter of fiscal 2025. Adjusted operating margin was 32.2% for the fourth quarter of fiscal 2026 compared to 32.0% in the fourth quarter of fiscal 2025. Adjusted operating margin was favorably impacted by profitability initiatives and the Exosome Diagnostics divestiture, partially offset by unfavorable product mix.
Net sales for the full year fiscal 2026 remained flat from the prior year at $1.2 billion. Organic revenue remained flat from the prior year. Foreign currency exchange had a favorable impact of 2% and a business held-for-sale had an unfavorable impact of 2%.
GAAP EPS was $1.16 per diluted share, compared to $0.46 last fiscal year. GAAP operating income for full year fiscal 2026 increased 146% to $251.9 million, compared to $102.3 million in the full year fiscal 2025. GAAP operating margin was 20.7% compared to 8.4% in the full year fiscal 2025. GAAP operating margin was favorably impacted by a non-recurring impairment charge in the prior year, a non-recurring arbitration award in the prior year, and a recovery of assets held-for-sale.
Adjusted EPS increased to $1.93 per diluted share, compared to $1.92 last fiscal year. Adjusted operating income for fiscal 2026 increased 1% to $386.1 million, compared to $383.6 million for fiscal 2025. Adjusted operating margin was favorably impacted by profitability initiatives and the Exosome Diagnostics divestiture.
Management uses adjusted operating results to monitor and evaluate performance of the Company’s business segments, as highlighted below.
The Company’s Protein Sciences segment is one of the world’s leading suppliers of specialized proteins such as cytokines and growth factors, immunoassays, antibodies and reagents, to the biopharma and academic research communities. Additionally,the segment provides an array of platforms essential in various areas of protein analysis. TheProtein Sciences segment’s fourth quarter fiscal 2026 net sales were $231.2 million, an increase of 2% from $226.5 million in the fourth quarter of fiscal 2025. As of December 31, 2023, a business within the Protein Sciences segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s operating results for both periods presented. Organic revenue increased 1% for the fourth quarter of fiscal 2026, with foreign currency exchange having a favorable impact of 1%. The Protein Sciences segment’s operating margin decreased to 42.0% in the fourth quarter of fiscal 2026 compared to 43.6% in the fourth quarter of fiscal 2025. The segment’s operating margin decreased primarily due to unfavorable volume and product mix.
Protein Sciences segment’s full year fiscal 2026 net sales were $874.6 million, an increase of 1% from $870.2 million for full year fiscal 2025. Organic revenue for the segment decreased 1% for the fiscal year, with foreign currency exchange having a favorable impact of
2%. Protein Sciences segment’s operating margin was 41.1% in fiscal 2026 compared to 42.6% in fiscal 2025. The segment’s operating margin was impacted by unfavorable volume and product mix. Diagnostics and Spatial Biology Segment The Company’s Diagnostics and Spatial Biology segment develops and provides spatial biology products, carrier screening and oncology kits. The Diagnostics and Spatial Biology segment also provides blood chemistry and blood gas quality controls, hematology instrument controls, immunoassays and other bulk and custom reagents for the in vitro diagnostic market.The Diagnostics and Spatial Biology segment’s fourth quarter fiscal 2026 net sales remained flat at $90.1 million, as compared to $89.7 million in the fourth quarter of fiscal 2025. As of June 30, 2025, a business within the Diagnostics and Spatial Biology segment met the criteria as held-for-sale; this held-for-sale business has been excluded from the segment’s fiscal 2026 operating results. Organic revenue increased 8% for the fourth quarter of fiscal 2026, with foreign exchange not having a material impact. The held-for-sale business had an unfavorable impact of 8%. The Diagnostics and Spatial Biology segment’s operating margin increased to 11.2% in the fourth quarter of fiscal 2026 compared to 6.0% in the fourth quarter of fiscal 2025. The segment’s operating margin was favorably impacted by the Exosome Diagnostics divestiture, favorable volume growth, and ongoing profitability initiatives.
The Diagnostics and Spatial Biology segment’s full year fiscal 2026 net sales were $336.4 million, a decrease of 3% from $346.3 million for the full year fiscal 2025. Organic growth for the segment was 4%, with foreign currency exchange having a favorable impact of 1%. A business held-for-sale had an unfavorable impact of 8%. The Diagnostics and Spatial Biology segment’s operating margin was 11.2% in fiscal 2026 compared to 6.2% in fiscal 2025. The segment’s operating margin was impacted by the divestiture of Exosome Diagnostics, favorable volume growth, and ongoing profitability initiatives. About Bio-Techne Bio-Techne Corporation (NASDAQ: TECH) is a global life sciences company headquartered in Minnesota, celebrating 50 years of empowering scientific and diagnostic communities to reach better answers. The company provides high-quality reagents, analytical instruments, and precision diagnostics. Its portfolio is organized into three customer-focused brands: R&D Systems™, Bio-Techne Spatial™, and Bio-Techne Diagnostics™, reflecting the scientific journey from discovery to translational research to clinical decision-making. Bio-Techne operates in 34 locations worldwide and employs approximately 3,000 people. In fiscal year 2026, the company generated over $1.2 billion in net sales. Its more than 500,000 products are used globally by academic researchers, biopharmaceutical and biotechnology companies, and clinical diagnostic laboratories. For more information on Bio-Techne and its brands, please visit www.bio-techne.comor follow the company on social media at LinkedIn, X, or YouTube. Forward Looking Statements: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act. These statements use words and variations of words, such as “will,” “plan,” “continue,” “believe,” “outlook,” “expect,” and “predict.” These statements are made as of the date of this press release, are based on current expectations of future events, and thus are inherently subject to a number of risks and uncertainties, many of which involve factors or circumstances beyond the Company’s control. If underlying assumptions prove inaccurate or known or unknown risks or uncertainties materialize, actual results could vary materially from the Company’s expectations and projections. These risks, uncertainties, and other factors include, without limitation: the effect of new branding and marketing initiatives, the integration of new businesses and leadership, the introduction and acceptance of new products, the funding and focus of the types of research by the Company’s customers, the impact of the growing number of producers of biotechnology research products and related price competition, general economic conditions, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships. For additional information concerning these risks, uncertainties, and other factors, see the section titled “Risk Factors” in the Company’s most recent annual report on Form 10-K as filed with the Securities and Exchange Commission. We undertake and we expressly disclaim any obligation to update or revise any forward-looking statements due to new information, changed assumptions, or future events, except as required by law. Investors are cautioned not to place undue reliance on forward-looking statements. Non-GAAP Financial Measures: The Company’s financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (GAAP). This press release contains financial measures that have not been calculated in accordance with GAAP. These non-GAAP measures include:
These non-GAAP measures should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. Reconciliations of these measures to the applicable most closely comparable GAAP measures, and reasons for the Company’s use of these measures, are presented in the attached pages.
BIO-TECHNE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In thousands , except per share data) (Unaudited)
BIO-TECHNE CORPORATION RECONCILIATION OF ADJUSTED GROSS MARGIN AND ADJUSTED GROSS MARGIN PERCENTAGE (In thousands) (Unaudited)
June 30, 2025 amounts relate to the Protein Sciences segment business (1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.
Adjusted gross margin percentage excludes both revenue and gross margin (2) of the businesses that met the held-for-sale criteria during the respective periods.
BIO-TECHNE CORPORATION RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA (In thousands) (Unaudited)
June 30, 2025 amounts relate to the Protein Sciences segment business (1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.
BIO-TECHNE CORPORATION RECONCILIATION OF ADJUSTED OPERATING INCOME AND ADJUSTED OPERATING MARGIN PERCENTAGE (In thousands) (Unaudited)
June 30, 2025 amounts relate to the Protein Sciences segment business (1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.
Adjusted operating margin percentage excludes both revenue and (2) operating margin for the businesses that met the held-for-sale criteria during the respective periods.
BIO-TECHNE CORPORATION RECONCILIATION OF NON-GAAP ADJUSTED TAX RATE (In percentages) (Unaudited)
BIO-TECHNE CORPORATION RECONCILIATION OF ADJUSTED NET EARNINGS AND ADJUSTED EARNINGS PER SHARE (In thousands , except per share data) (Unaudited)
June 30, 2025 amounts relate to the Protein Sciences segment business (1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.
June 30, 2025 amounts relate to the Protein Sciences segment business (1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.
June 30, 2025 amounts relate to the Protein Sciences segment business (1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.
Year Ended ────────────────────────────────────────────────────────────────────────────── June 30, 2026 2025 CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 181,862 $ 73,400 Adjustments to reconcile net earnings to net cash provided by operating activities Depreciation and amortization 97,359 109,903 Costs recognized on sale of acquired — 751 inventory Deferred income taxes 13,196 -51,107 Stock-based compensation expense 41,365 40,833 (Gain) Loss on equity method -887 -938 investment Asset impairment restructuring 3,914 21,312 Recovery of assets held-for-sale -6,789 80,503 Other operating activities -37,947 12,899 Net cash provided by (used in) operating 292,073 287,556 activities CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of available-for-sale — 1,085 investments Additions to property and -28,850 -31,006 equipment Distributions from Wilson Wolf 6,043 7,291 Investment in Spear Bio — -15,000 Proceeds from sale of assets 4,617 2,447 held-for-sale Net cash provided by (used in) investing -18,190 -35,183 activities CASH FLOWS FROM FINANCING ACTIVITIES Cash dividends -49,916 -50,391 Proceeds from stock option 80,618 51,739 exercises Long-term debt activity, net -146,000 27,000 Repurchases of common stock -41,675 -275,731 Taxes paid on RSUs and net share -12,141 -6,522 settlements Net cash provided by (used in) financing -169,114 -253,905 activities Effect of exchange rate changes on cash -2,243 11,927 and cash equivalents Net increase (decrease) in cash and cash 102,526 10,395 equivalents Cash and cash equivalents at beginning 162,186 151,791 of period Cash and cash equivalents at end of $ 264,712 $ 162,186 period
Use of Non-GAAP Financial Measures: This press release contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP).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. Investors are encouraged to review the reconciliations of non-GAAP financial measures used in this press release to their most directly comparable GAAP financial measures as provided with the financial statements attached to this press release.
Our non-GAAP financial measure of organic revenue and organic revenue growth represent revenue growth excluding revenue from acquisitions within the preceding 12 months, the impact of foreign currency, as well as the impact of businesses held-for-sale. Excluding these measures provides more useful period- to-period comparison of revenue results as it excludes the impact of foreign currency exchange rates, which can vary significantly from period to period, and revenue from acquisitions that would not be included in the comparable prior period.Revenues from businesses held-for-sale are excluded from our organic revenue calculation starting on the date they become held-for-sale as those revenues will not be comparative in future periods.
Our non-GAAP financial measures for adjusted gross margin, adjusted operating margin, adjusted EBITDA, and adjusted net earnings, in total and on a per share basis, exclude stock-based compensation, which is inclusive of the employer portion of payroll taxes on those stock awards, the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, and restructuring and restructuring-related costs. Stock-based compensation is excluded from non-GAAP adjusted net earnings because of the nature of this charge, specifically the varying available valuation methodologies, subjective assumptions, variety of award types, and unpredictability of amount and timing of employer related tax obligations. The Company excludes amortization of purchased intangible assets, purchase accounting adjustments, including costs recognized upon the sale of acquired inventory, and other non-recurring items including gains or losses on goodwill and long-lived asset impairment charges, and one-time assessments from this measure because they occur as a result of specific events, and are not reflective of our internal investments, the costs of developing, producing, supporting and selling our products, and the other ongoing costs to support our operating structure. Costs related to restructuring and restructuring-related activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. Additionally, these amounts can vary significantly from period to period based on current activity. The Company also excludes revenue and expense attributable to businesses held-for-sale in the calculation of our non-GAAP financial measures.
The Company’s non-GAAP adjusted operating margin, adjusted EBITDA, and adjusted net earnings, in total and on a per share basis, also excludes acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to goodwill and long-lived asset impairments, and gains. We also exclude certain litigation charges which are facts and circumstances specific including costs to resolve litigation and legal settlement (gains and losses). In some cases, these costs may be a result of litigation matters at acquired companies that were not probable, inestimable, or unresolved at the time of acquisition.
The Company’s non-GAAP adjusted EBITDA and adjusted net earnings, in total and on a per share basis, also excludes gains and losses from investments, as they are not part of our day-to-day operating decisions (excluding our equity method investment in Wilson Wolf as it is certain to be acquired in the future) and certain adjustments to income tax expense. Additionally, gains and losses from investments that are either isolated or cannot be expected to occur again with any predictability are excluded. The Company independently calculates a non-GAAP adjusted tax rate to be applied to the identified non-GAAP adjustments considering the impact of discrete items on these adjustments and the jurisdictional mix of the adjustments. In addition, the tax impact of other discrete and non-recurring charges which impact our reported GAAP tax rate are adjusted from net earnings. We believe these tax items can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results.
Full text with the tables
Exhibit 99.1
Bio-Techne Releases Fourth Quarter Fiscal 2026 Results
Minneapolis/August 12, 2026/ Bio-Techne Corporation (NASDAQ: TECH) today
reported its financial results for the fourth quarter ending June 30, 2026.
Fourth Quarter FY2026 Highlights
Fourth quarter organic revenue increased by 3% (1% reported) to $321.2 million.
Full year organic and reported revenue remained flat at $1.2 billion.
GAAP EPS increased to $0.35 from $(0.11) one year ago. Delivered adjusted EPS
was $0.52, down from $0.53 one year ago. Full year GAAP EPS increased to $1.16
versus $0.46 one year ago. Full year adjusted EPS was $1.93, up from $1.92 one
year ago.
As previously announced on June 25, 2026, Bio-Techne entered into an agreement
to be acquired by Merck KGaA, Darmstadt, Germany for $73 per share in cash,
representing a total enterprise value of approximately $11.3 billion.
“Bio-Techne ended fiscal 2026 with improved performance and solid execution
across the business, reflecting the value our differentiated solutions bring
across biopharma, research and diagnostic workflows,” said Kim Kelderman,
President and Chief Executive Officer of Bio-Techne. “We continue to make
progress toward completing Bio-Techne’s acquisition by Merck KGaA, Darmstadt,
Germany, and look forward to the opportunities this transaction is expected to
create for our customers and employees.”
Conference Call
In light of the announced transaction with Merck KGaA, Darmstadt, Germany, Bio-
Techne is no longer holding investor conference calls for quarterly results.
Fourth Quarter Fiscal 2026
Revenue
Net sales for the fourth quarter increased 1% to $321.2 million. Organic growth
increased 3% compared to the prior year. Non-recurring prior year revenue from a
business held-for-sale had an unfavorable impact of 2% and foreign currency
exchange did not have a material impact.
GAAP Earnings Results
GAAP EPS was $0.35 per diluted share versus $(0.11) in the same quarter last
year. GAAP operating income for the fourth quarter of fiscal 2026
was$74.3million compared to an operating loss of $23.9 million in the fourth
quarter of fiscal 2025. GAAP operating margin was 23.1% compared to (7.5)% in
the fourth quarter of fiscal 2025. Current quarter GAAP operating margin was
favorably impacted by a non-recurring impairment charge in the prior year.
Non-GAAP Earnings Results
Adjusted EPS decreased to $0.52 per diluted share compared to $0.53 in the same
quarter last year. Adjusted operating income increased to $103.4 million in the
fourth quarter of fiscal 2026 compared to $101.3 million in the fourth quarter
of fiscal 2025. Adjusted operating margin was 32.2% for the fourth quarter of
fiscal 2026 compared to 32.0% in the fourth quarter of fiscal 2025. Adjusted
operating margin was favorably impacted by profitability initiatives and the
Exosome Diagnostics divestiture, partially offset by unfavorable product mix.
Full Year Fiscal 2026
Revenue
Net sales for the full year fiscal 2026 remained flat from the prior year at
$1.2 billion. Organic revenue remained flat from the prior year. Foreign
currency exchange had a favorable impact of 2% and a business held-for-sale had
an unfavorable impact of 2%.
GAAP Earnings Results
GAAP EPS was $1.16 per diluted share, compared to $0.46 last fiscal year. GAAP
operating income for full year fiscal 2026 increased 146% to $251.9 million,
compared to $102.3 million in the full year fiscal 2025. GAAP operating margin
was 20.7% compared to 8.4% in the full year fiscal 2025. GAAP operating margin
was favorably impacted by a non-recurring impairment charge in the prior year, a
non-recurring arbitration award in the prior year, and a recovery of assets
held-for-sale.
Non-GAAP Earnings Results
Adjusted EPS increased to $1.93 per diluted share, compared to $1.92 last fiscal
year. Adjusted operating income for fiscal 2026 increased 1% to $386.1 million,
compared to $383.6 million for fiscal 2025. Adjusted operating margin was
favorably impacted by profitability initiatives and the Exosome Diagnostics
divestiture.
Segment Results
Management uses adjusted operating results to monitor and evaluate performance
of the Company’s business segments, as highlighted below.
Protein Sciences Segment
The Company’s Protein Sciences segment is one of the world’s leading suppliers
of specialized proteins such as cytokines and growth factors, immunoassays,
antibodies and reagents, to the biopharma and academic research communities.
Additionally,the segment provides an array of platforms essential in various
areas of protein analysis. TheProtein Sciences segment’s fourth quarter fiscal
2026 net sales were $231.2 million, an increase of 2% from $226.5 million in the
fourth quarter of fiscal 2025. As of December 31, 2023, a business within the
Protein Sciences segment met the criteria as held-for-sale; this held-for-sale
business has been excluded from the segment’s operating results for both periods
presented. Organic revenue increased 1% for the fourth quarter of fiscal 2026,
with foreign currency exchange having a favorable impact of 1%. The Protein
Sciences segment’s operating margin decreased to 42.0% in the fourth quarter of
fiscal 2026 compared to 43.6% in the fourth quarter of fiscal 2025. The
segment’s operating margin decreased primarily due to unfavorable volume and
product mix.
Protein Sciences segment’s full year fiscal 2026 net sales were $874.6 million,
an increase of 1% from $870.2 million for full year fiscal 2025. Organic revenue
for the segment decreased 1% for the fiscal year, with foreign currency exchange
having a favorable impact of
2%. Protein Sciences segment’s operating margin was 41.1% in fiscal 2026
compared to 42.6% in fiscal 2025. The segment’s operating margin was impacted by
unfavorable volume and product mix.
Diagnostics and Spatial Biology Segment
The Company’s Diagnostics and Spatial Biology segment develops and provides
spatial biology products, carrier screening and oncology kits. The Diagnostics
and Spatial Biology segment also provides blood chemistry and blood gas quality
controls, hematology instrument controls, immunoassays and other bulk and custom
reagents for the in vitro diagnostic market.The Diagnostics and Spatial Biology
segment’s fourth quarter fiscal 2026 net sales remained flat at $90.1 million,
as compared to $89.7 million in the fourth quarter of fiscal 2025. As of June
30, 2025, a business within the Diagnostics and Spatial Biology segment met the
criteria as held-for-sale; this held-for-sale business has been excluded from
the segment’s fiscal 2026 operating results. Organic revenue increased 8% for
the fourth quarter of fiscal 2026, with foreign exchange not having a material
impact. The held-for-sale business had an unfavorable impact of 8%. The
Diagnostics and Spatial Biology segment’s operating margin increased to 11.2% in
the fourth quarter of fiscal 2026 compared to 6.0% in the fourth quarter of
fiscal 2025. The segment’s operating margin was favorably impacted by the
Exosome Diagnostics divestiture, favorable volume growth, and ongoing
profitability initiatives.
The Diagnostics and Spatial Biology segment’s full year fiscal 2026 net sales
were $336.4 million, a decrease of 3% from $346.3 million for the full year
fiscal 2025. Organic growth for the segment was 4%, with foreign currency
exchange having a favorable impact of 1%. A business held-for-sale had an
unfavorable impact of 8%. The Diagnostics and Spatial Biology segment’s
operating margin was 11.2% in fiscal 2026 compared to 6.2% in fiscal 2025. The
segment’s operating margin was impacted by the divestiture of Exosome
Diagnostics, favorable volume growth, and ongoing profitability initiatives.
About Bio-Techne Bio-Techne Corporation (NASDAQ: TECH) is a global life sciences
company headquartered in Minnesota, celebrating 50 years of empowering
scientific and diagnostic communities to reach better answers. The company
provides high-quality reagents, analytical instruments, and precision
diagnostics. Its portfolio is organized into three customer-focused brands: R&D
Systems™, Bio-Techne Spatial™, and Bio-Techne Diagnostics™, reflecting the
scientific journey from discovery to translational research to clinical
decision-making. Bio-Techne operates in 34 locations worldwide and employs
approximately 3,000 people. In fiscal year 2026, the company generated over $1.2
billion in net sales. Its more than 500,000 products are used globally by
academic researchers, biopharmaceutical and biotechnology companies, and
clinical diagnostic laboratories. For more information on Bio-Techne and its
brands, please visit www.bio-techne.comor follow the company on social media at
LinkedIn, X, or YouTube. Forward Looking Statements: This press release contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act. These statements use words and variations of words, such
as “will,” “plan,” “continue,” “believe,” “outlook,” “expect,” and “predict.”
These statements are made as of the date of this press release, are based on
current expectations of future events, and thus are inherently subject to a
number of risks and uncertainties, many of which involve factors or
circumstances beyond the Company’s control. If underlying assumptions prove
inaccurate or known or unknown risks or uncertainties materialize, actual
results could vary materially from the Company’s expectations and projections.
These risks, uncertainties, and other factors include, without limitation: the
effect of new branding and marketing initiatives, the integration of new
businesses and leadership, the introduction and acceptance of new products, the
funding and focus of the types of research by the Company’s customers, the
impact of the growing number of producers of biotechnology research products and
related price competition, general economic conditions, the impact of currency
exchange rate fluctuations, and the costs and results of research and product
development efforts of the Company and of companies in which the Company has
invested or with which it has formed strategic relationships. For additional
information concerning these risks, uncertainties, and other factors, see the
section titled “Risk Factors” in the Company’s most recent annual report on Form
10-K as filed with the Securities and Exchange Commission. We undertake and we
expressly disclaim any obligation to update or revise any forward-looking
statements due to new information, changed assumptions, or future events, except
as required by law. Investors are cautioned not to place undue reliance on
forward-looking statements. Non-GAAP Financial Measures: The Company’s financial
statements are prepared in accordance with accounting principles generally
accepted in the U.S. (GAAP). This press release contains financial measures that
have not been calculated in accordance with GAAP. These non-GAAP measures
include:
· Organic revenue and organic revenue growth
· Adjusted gross margin
· Earnings before interest, taxes, depreciation, and amortization (EBITDA)
· Adjusted EBITDA
· Adjusted operating income
· Adjusted operating margin
· Adjusted tax rate
· Adjusted net earnings
· Adjusted diluted earnings per share
These non-GAAP measures should not be considered in isolation or as a substitute
for any measure derived in accordance with GAAP and may also be inconsistent
with similar measures presented by other companies. Reconciliations of these
measures to the applicable most closely comparable GAAP measures, and reasons
for the Company’s use of these measures, are presented in the attached pages.
Contact: David Clair, Vice President, Investor Relations
David.Clair@bio-techne.com 612-656-4416
BIO-TECHNE CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS (In
thousands , except per share data) (Unaudited)
Quar… Year
Ended Ended
──────────────────────────────────────────────────────────────────────────────
June June
30, 30,
2026 2025 2026 2025
Net $ 321,… $ 316,… $ 1,21… $ 1,219…
sal…
Cost
of 109,… 118,… 415,… 429,3…
sal…
Gro… 211,… 198,… 799,… 790,2…
mar…
Ope…
exp…
Sel…
gen… 113,… 196,… 452,… 588,5…
and
adm…
Res…
and 23,9… 26,0… 94,7… 99,496
dev…
Tot…
ope… 137,… 222,… 547,… 688,0…
exp…
Ope… 74,2… -23,… 251,… 102,2…
inc…
Oth…
inc… -3,5… 1,001 -11,… -3,792
(ex…
Ear…
bef… 70,6… -22,… 240,… 98,463
inc…
tax…
Inc… 16,0… -5,1… 58,8… 25,063
tax…
Net $ 54,6… $ -17,… $ 181,… $ 73,400
ear…
Ear…
per
sha…
Bas… $ 0.35 $ -0.11 $ 1.17 $ 0.47
Dil… $ 0.35 $ -0.11 $ 1.16 $ 0.46
Wei…
ave…
com…
sha…
out…
Bas… 156,… 154,… 155,… 157,5…
Dil… 157,… 155,… 157,… 159,7…
BIO-TECHNE CORPORATION RECONCILIATION OF ADJUSTED GROSS MARGIN AND ADJUSTED
GROSS MARGIN PERCENTAGE (In thousands) (Unaudited)
Quar… Year
Ended Ended
──────────────────────────────────────────────────────────────────────────────
June June
30, 30,
2026 2025 2026 2025
Total
cons… $ 321,1… $ 316,… $ 1,21… $ 1,219…
net
sales
Busi… — — 5,439 4,152
held…
Reve…
from $ 321,1… $ 316,… $ 1,20… $ 1,215…
recu…
oper…
Gross
marg… $ 211,3… $ 198,… $ 799,… $ 790,2…
-
GAAP
Gross
marg…
perc… 65.8 % 62.7 % 65.8 % 64.8 %
-
GAAP
Iden…
adju…
Costs
reco…
upon
sale $ — $ 197 $ — $ 751
of
acqu…
inve…
Amor…
of 9,422 10,5… 37,7… 44,035
inta…
Stoc…
comp…
incl… 282 288 1,534 1,298
of
empl…
taxes
Rest…
and 1,049 12,1… 5,805 20,094
rest…
costs
Impa…
of — — -2,5… -147
busi…
held…
Adju…
gross $ 222,1… $ 222,… $ 841,… $ 856,3…
marg…
Adju…
gross 69.2 % 70.0 % 69.6 % 70.4 %
marg…
perc…
June 30, 2025 amounts relate to the Protein Sciences segment business
(1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026
amounts relate to the Diagnostics and Spatial Biology segment business
that met the held-for-sale criteria on June 30, 2025.
Adjusted gross margin percentage excludes both revenue and gross margin
(2) of the businesses that met the held-for-sale criteria during the
respective periods.
BIO-TECHNE CORPORATION RECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA (In
thousands) (Unaudited)
Quarter Year
Ended Ended
──────────────────────────────────────────────────────────────────────────────
June June
30, 30,
2026 2025 2026 2025
Net $ 54,622 $ -17,677 $ 181,862 $ 73,400
earn…
Net
inte… 750 1,593 5,405 4,623
expe…
(inc…
Depr…
and 24,169 27,111 97,359 109,9…
amor…
Inco… 16,059 -5,182 58,818 25,063
taxes
EBIT… 95,600 5,845 343,444 212,9…
Amor…
of
Wils… 2,490 2,490 9,959 9,959
Wolf
inta…
asse…
Acqu…
rela…
expe… 1,782 4,010 8,570 13,489
and
other
Cert…
liti… 143 1,220 5,513 41,827
char…
Stoc…
comp…
incl… 5,375 4,653 42,637 42,158
of
empl…
taxes
Rest…
and 6,858 13,205 21,059 28,231
rest…
costs
Inve…
loss
and 3,695 — 5,009 —
other
non-…
loss
Impa…
(Rec…
of — 84,157 -6,789 80,503
asse…
held…
Impa…
of — — 2,573 479
busi…
held…
Adju… $ 115,9… $ 115,580 $ 431,975 $ 429,6…
EBIT…
June 30, 2025 amounts relate to the Protein Sciences segment business
(1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026
amounts relate to the Diagnostics and Spatial Biology segment business
that met the held-for-sale criteria on June 30, 2025.
BIO-TECHNE CORPORATION RECONCILIATION OF ADJUSTED OPERATING INCOME AND ADJUSTED
OPERATING MARGIN PERCENTAGE (In thousands) (Unaudited)
Quar… Year
Ended Ended
──────────────────────────────────────────────────────────────────────────────
June June
30, 30,
2026 2025 2026 2025
Tot…
con… $ 321,… $ 316,… $ 1,21… $ 1,219…
net
sal…
Bus… — — 5,439 4,152
hel…
Rev…
from $ 321,… $ 316,… $ 1,20… $ 1,215…
rec…
ope…
Ope…
inc… $ 74,2… $ -23,… $ 251,… $ 102,2…
-
GAAP
Ope…
inc…
per… 23.1 % -7.5 % 20.7 % 8.4 %
-
GAAP
Ide…
adj…
Amo…
of 15,0… 18,1… 61,1… 75,321
int…
Acq…
rel…
exp… 1,636 3,767 7,986 12,815
and
oth…
Cer…
lit… 143 1,220 5,513 41,827
cha…
Sto…
com…
inc… 5,375 4,653 42,6… 42,158
of
emp…
tax…
Res…
and 6,858 13,2… 21,0… 28,231
res…
cos…
Imp…
(Re…
of — 84,1… -6,7… 80,503
ass…
hel…
Imp…
of — — 2,573 479
bus…
hel…
Adj…
ope… $ 103,… $ 101,… $ 386,… $ 383,5…
inc…
Adj…
ope… 32.2 % 32.0 % 31.9 % 31.6 %
mar…
per…
June 30, 2025 amounts relate to the Protein Sciences segment business
(1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026
amounts relate to the Diagnostics and Spatial Biology segment business
that met the held-for-sale criteria on June 30, 2025.
Adjusted operating margin percentage excludes both revenue and
(2) operating margin for the businesses that met the held-for-sale criteria
during the respective periods.
BIO-TECHNE CORPORATION RECONCILIATION OF NON-GAAP ADJUSTED TAX RATE (In
percentages) (Unaudited)
Quarter Ended Year Ended
──────────────────────────────────────────────────────────────────────────────
June 30, June 30,
2026 2025 2026 2025
GAAP effective 22.7 % 22.7 % 24.4 % 25.5 %
tax rate
Discrete items -0.7 13.9 1.3 0.8
Annual
forecast 3.7 -10.3 — —
update
Long-term GAAP 25.7 % 26.3 % 25.7 % 26.3 %
tax rate
Rate impact
items
Stock based -1.1 % -0.9 % -2.0 % -3.1 %
compensation
Other -2.3 -3.9 -1.4 -1.7
Total rate -3.4 % -4.8 % -3.4 % -4.8 %
impact items
Non-GAAP
adjusted tax 22.3 % 21.5 % 22.3 % 21.5 %
rate
BIO-TECHNE CORPORATION RECONCILIATION OF ADJUSTED NET EARNINGS AND ADJUSTED
EARNINGS PER SHARE (In thousands , except per share data) (Unaudited)
Quar… Year
Ended Ended
──────────────────────────────────────────────────────────────────────────────
June June
30, 30,
2026 2025 2026 2025
Net
ear…
bef… $ 70,6… $ -22,… $ 240,… $ 98,…
tax…
-
GAAP
Ide…
adj…
Amo…
of 15,0… 18,1… 61,1… 75,…
int…
Amo…
of
Wil… 2,490 2,490 9,959 9,9…
Wolf
int…
ass…
Acq…
rel…
exp… 1,782 4,010 8,570 13,…
and
oth…
Cer…
lit… 143 1,220 5,513 41,…
cha…
Sto…
com…
inc… 5,375 4,653 42,6… 42,…
of
emp…
tax…
Res…
and 6,858 13,2… 21,0… 28,…
res…
cos…
Inv…
loss
and 3,695 — 5,009 —
oth…
non…
loss
Imp…
(Re…
of — 84,1… -6,7… 80,…
ass…
hel…
Imp…
of — — 2,573 479
bus…
hel…
Net
ear…
bef… $ 106,… $ 105,… $ 390,… $ 390…
tax…
-
Adj…
Non…
tax 22.3 % 21.5 % 22.3 % 21.5 %
rate
Non…
tax $ 23,6… $ 22,5… $ 87,0… $ 83,…
exp…
Non…
adj… $ 82,4… $ 82,4… $ 303,… $ 306…
net
ear…
Ear…
per
sha…
- $ 0.52 $ 0.53 $ 1.93 $ 1.92
dil…
-
Adj…
June 30, 2025 amounts relate to the Protein Sciences segment business
(1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026
amounts relate to the Diagnostics and Spatial Biology segment business
that met the held-for-sale criteria on June 30, 2025.
BIO-TECHNE CORPORATION SEGMENT REVENUE (In thousands) (Unaudited)
Quart… Year
Ended Ended
──────────────────────────────────────────────────────────────────────────────
June June
30, 30,
2026 2025 2026 2025
Prot…
Scie… $ 231,1… $ 226,4… $ 874,… $ 870,2…
segm…
reve…
Diag…
and
Spat… 90,141 89,705 336,… 346,2…
Biol…
segm…
reve…
Other — — 5,439 4,152
reve…
lnte… -144 787 -1,3… -1,025
reve…
Cons… $ 321,1… $ 316,9… $ 1,21… $ 1,219…
reve…
June 30, 2025 amounts relate to the Protein Sciences segment business
(1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026
amounts relate to the Diagnostics and Spatial Biology segment business
that met the held-for-sale criteria on June 30, 2025.
BIO-TECHNE CORPORATION SEGMENT OPERATING INCOME (In thousands) (Unaudited)
Quar… Year
Ended Ended
──────────────────────────────────────────────────────────────────────────────
June June
30, 30,
2026 2025 2026 2025
Pro…
Sci…
seg… $ 97,0… $ 98,7… $ 359,… $ 370,3…
ope…
inc…
Dia…
and
Spa…
Bio… 10,0… 5,384 37,6… 21,324
seg…
ope…
inc…
Seg…
ope… 107,… 104,… 397,… 391,6…
inc…
Cor…
gen…
sel… -3,7… -2,8… -11,… -8,088
and
adm…
Adj…
ope… 103,… 101,… 386,… 383,5…
inc…
Amo…
of -15,… -18,… -61,… -75,3…
int…
Acq…
rel…
exp… -1,6… -3,7… -7,9… -12,8…
and
oth…
Cer…
lit… -143 -1,2… -5,5… -41,8…
cha…
Sto…
com…
inc… -5,3… -4,6… -42,… -42,1…
of
emp…
tax…
Res…
and -6,8… -13,… -21,… -28,2…
res…
cos…
(Im…
Rec…
of — -84,… 6,789 -80,5…
ass…
hel…
Imp…
of — — -2,5… -479
bus…
hel…
Ope… $ 74,2… $ -23,… $ 251,… $ 102,2…
inc…
June 30, 2025 amounts relate to the Protein Sciences segment business
(1) that met the held-for-sale criteria on December 31, 2023. June 30, 2026
amounts relate to the Diagnostics and Spatial Biology segment business
that met the held-for-sale criteria on June 30, 2025.
BIO-TECHNE CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands)
(Unaudited)
June 30, June 30,
2026 2025
ASSETS
──────────────────────────────────────────────────────────────────────────────
Cash and equivalents $ 264,712 $ 162,186
Accounts receivable, net 216,585 206,876
Inventories 195,744 189,446
Current assets — 12,332
held-for-sale
Other current assets 67,360 37,460
Total current assets 744,401 608,300
Property and equipment, 231,836 245,719
net
Right of use assets 67,333 73,399
Goodwill and intangible 1,278,820 1,346,534
assets, net
Other assets 264,336 283,916
Total assets $ 2,586,726 $ 2,557,868
LIABILITIES AND
STOCKHOLDERS' EQUITY
Accounts payable and $ 105,075 $ 116,765
accrued expenses
Contract liabilities 36,072 32,571
Income taxes payable 3,593 10,770
Operating lease 14,935 14,098
liabilities - current
Other current liabilities 4,025 1,645
Total current liabilities 163,700 175,849
Deferred income taxes 19,308 6,169
Long-term debt obligations 200,000 346,000
Operating lease 74,152 83,960
liabilities
Other long-term 21,345 27,082
liabilities
Stockholders' equity 2,108,221 1,918,808
Total liabilities and
stockholders' $ 2,586,726 $ 2,557,868
equity
BIO-TECHNE CORPORATION CONDENSED CONSOLIDATED CASH FLOWS (In thousands)
(Unaudited)
Year Ended
──────────────────────────────────────────────────────────────────────────────
June 30,
2026 2025
CASH FLOWS FROM OPERATING
ACTIVITIES
Net earnings $ 181,862 $ 73,400
Adjustments to reconcile net
earnings to
net cash provided by operating
activities
Depreciation and amortization 97,359 109,903
Costs recognized on sale of
acquired — 751
inventory
Deferred income taxes 13,196 -51,107
Stock-based compensation expense 41,365 40,833
(Gain) Loss on equity method -887 -938
investment
Asset impairment restructuring 3,914 21,312
Recovery of assets held-for-sale -6,789 80,503
Other operating activities -37,947 12,899
Net cash provided by (used in)
operating 292,073 287,556
activities
CASH FLOWS FROM INVESTING
ACTIVITIES
Proceeds from sale of
available-for-sale — 1,085
investments
Additions to property and -28,850 -31,006
equipment
Distributions from Wilson Wolf 6,043 7,291
Investment in Spear Bio — -15,000
Proceeds from sale of assets 4,617 2,447
held-for-sale
Net cash provided by (used in)
investing -18,190 -35,183
activities
CASH FLOWS FROM FINANCING
ACTIVITIES
Cash dividends -49,916 -50,391
Proceeds from stock option 80,618 51,739
exercises
Long-term debt activity, net -146,000 27,000
Repurchases of common stock -41,675 -275,731
Taxes paid on RSUs and net share -12,141 -6,522
settlements
Net cash provided by (used in)
financing -169,114 -253,905
activities
Effect of exchange rate changes
on cash -2,243 11,927
and cash equivalents
Net increase (decrease) in cash
and cash 102,526 10,395
equivalents
Cash and cash equivalents at
beginning 162,186 151,791
of period
Cash and cash equivalents at end
of $ 264,712 $ 162,186
period
Use of Non-GAAP Financial Measures:
This press release contains financial measures that have not been calculated in
accordance with accounting principles generally accepted in the U.S. (GAAP).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. Investors are encouraged to review the reconciliations of non-GAAP
financial measures used in this press release to their most directly comparable
GAAP financial measures as provided with the financial statements attached to
this press release.
Our non-GAAP financial measure of organic revenue and organic revenue growth
represent revenue growth excluding revenue from acquisitions within the
preceding 12 months, the impact of foreign currency, as well as the impact of
businesses held-for-sale. Excluding these measures provides more useful period-
to-period comparison of revenue results as it excludes the impact of foreign
currency exchange rates, which can vary significantly from period to period, and
revenue from acquisitions that would not be included in the comparable prior
period.Revenues from businesses held-for-sale are excluded from our organic
revenue calculation starting on the date they become held-for-sale as those
revenues will not be comparative in future periods.
Our non-GAAP financial measures for adjusted gross margin, adjusted operating
margin, adjusted EBITDA, and adjusted net earnings, in total and on a per share
basis, exclude stock-based compensation, which is inclusive of the employer
portion of payroll taxes on those stock awards, the costs recognized upon the
sale of acquired inventory, amortization of acquisition intangibles, and
restructuring and restructuring-related costs. Stock-based compensation is
excluded from non-GAAP adjusted net earnings because of the nature of this
charge, specifically the varying available valuation methodologies, subjective
assumptions, variety of award types, and unpredictability of amount and timing
of employer related tax obligations. The Company excludes amortization of
purchased intangible assets, purchase accounting adjustments, including costs
recognized upon the sale of acquired inventory, and other non-recurring items
including gains or losses on goodwill and long-lived asset impairment charges,
and one-time assessments from this measure because they occur as a result of
specific events, and are not reflective of our internal investments, the costs
of developing, producing, supporting and selling our products, and the other
ongoing costs to support our operating structure. Costs related to restructuring
and restructuring-related activities, including reducing overhead and
consolidating facilities, are excluded because we believe they are not
indicative of our normal operating costs. Additionally, these amounts can vary
significantly from period to period based on current activity. The Company also
excludes revenue and expense attributable to businesses held-for-sale in the
calculation of our non-GAAP financial measures.
The Company’s non-GAAP adjusted operating margin, adjusted EBITDA, and adjusted
net earnings, in total and on a per share basis, also excludes acquisition
related expenses inclusive of the changes in fair value of contingent
consideration, and other non-recurring items including certain costs related to
goodwill and long-lived asset impairments, and gains. We also exclude certain
litigation charges which are facts and circumstances specific including costs to
resolve litigation and legal settlement (gains and losses). In some cases, these
costs may be a result of litigation matters at acquired companies that were not
probable, inestimable, or unresolved at the time of acquisition.
The Company’s non-GAAP adjusted EBITDA and adjusted net earnings, in total and
on a per share basis, also excludes gains and losses from investments, as they
are not part of our day-to-day operating decisions (excluding our equity method
investment in Wilson Wolf as it is certain to be acquired in the future) and
certain adjustments to income tax expense. Additionally, gains and losses from
investments that are either isolated or cannot be expected to occur again with
any predictability are excluded. The Company independently calculates a non-GAAP
adjusted tax rate to be applied to the identified non-GAAP adjustments
considering the impact of discrete items on these adjustments and the
jurisdictional mix of the adjustments. In addition, the tax impact of other
discrete and non-recurring charges which impact our reported GAAP tax rate are
adjusted from net earnings. We believe these tax items can significantly affect
the period-over-period assessment of operating results and not necessarily
reflect costs and/or income associated with historical trends and future
results.