US Market News
36分前
Merck KGaA, Darmstadt, Germany, Agrees to Acquire Bio-Techne, Strengthening Leadership Position in Fast-Growing Life Sciences MarketsJune 25, 2026 6:10 AM
PR Newswire (US) Purchase price of US$73 per share in cash represents an enterprise value of US$11.3 billion (EUR 9.9 billion)Proposed acquisition expected to be immediately accretive to sales growth and EBITDA pre margin post-closing, and EPS pre accretive by year 3 after closingU.S.-based Bio-Techne to bring portfolio with industry-leading multi-omics offering, analytical technologies and integrated workflow solutions across the scientific journeyWould deliver on growth agenda of Merck KGaA, Darmstadt, Germany, by expanding presence in high-growth, next-generation life sciences markets and further strengthening the position as a leader along the full life science value chainWould add complementary strengths across research, bioprocessing and advanced therapeutics, bolstering the offering of Merck KGaA, Darmstadt, Germany, in next-generation biologySynergistic platform would broaden offerings, accelerate innovation pipeline of Merck KGaA, Darmstadt, Germany, and increase Bio-Techne's geographic and omnichannel access for customers Merck KGaA, Darmstadt, Germany, expects annual cost synergies of approximately EUR 140 million, which are anticipated to be fully realized by year 3 after closingDARMSTADT, Germany and MINNEAPOLIS, June 25, 2026 /PRNewswire/ -- Merck KGaA, Darmstadt, Germany, a leading science and technology company, and Bio-Techne Corporation (NASDAQ: TECH), a Minneapolis-based global provider of life science tools, analytical technologies, and consumables, today entered into a definitive agreement pursuant to which Merck KGaA, Darmstadt, Germany, will, subject to customary closing conditions, acquire Bio-Techne for US$73 per share in cash, representing a total enterprise value of approximately US$11.3 billion (EUR 9.9 billion), a 36% premium to Bio-Techne's one-month volume weighted average trading price.The transaction would bring together two highly complementary and leading life sciences organizations, uniquely positioned to support customers across the full spectrum of life science workflows – from discovery and translational research through development, testing and commercial manufacturing. Additionally, it would directly deliver on the mid- to long-term strategic agenda of Merck KGaA, Darmstadt, Germany, which focuses on high-growth value drivers, integrated workflows, platformed capabilities and scaling and sourcing innovation through M&A."This transaction is an important milestone towards delivering on our mid- to long-term strategic agenda. Bio-Techne is an outstanding fit that directly supports our strategic direction focused on delivering cutting-edge products and solutions across the entire industry value chain – from lab customers to those manufacturing in the biotech and pharmaceutical industries," said Kai Beckmann, Chairman of the Executive Board and Group CEO of Merck KGaA, Darmstadt, Germany. "By combining Bio-Techne's scientific depth, innovation engine and differentiated portfolio with the global scale, manufacturing excellence and customer reach of Merck KGaA, Darmstadt, Germany, we are in a strong position to address some of the most important opportunities in life sciences and support our customers in accelerating the next generation of scientific discovery and therapeutic innovation. This positions us to deliver compelling strategic and financial benefits for shareholders, customers and employees.""Building on our strong track record in the Life Science Business, this transaction strengthens our presence in some of the most exciting and fastest-growing areas of the life sciences, including multi-omics, spatial biology, precision diagnostics and cell and gene therapy," said Jean-Charles Wirth, Member of the Executive Board of Merck KGaA, Darmstadt, Germany, and CEO Life Science. "It adds capabilities across our Discovery Solutions, Advanced Solutions and Process Solutions offerings, to support customers across increasingly complex scientific workflows.""For 50 years, Bio-Techne has enabled scientific breakthroughs across proteomics, spatial biology, and novel therapeutics," said Kim Kelderman, President and Chief Executive Officer of Bio-Techne. "This transaction is a testament to the remarkable company our team has built and to the enduring value we create for our customers and stakeholders. As part of Merck KGaA, Darmstadt, Germany, we will have greater scale and expanded capabilities to accelerate innovation and deepen our impact. Together, we will empower our customers to tackle the most important challenges in science and healthcare, helping to improve outcomes worldwide.""Following a thorough review, Bio-Techne's Board of Directors determined that this transaction represents an excellent opportunity for Bio-Techne and delivers substantial, near-term cash value to shareholders," said Robert V. Baumgartner, Chairman of the Board of Directors of Bio-Techne. "We are confident that, as part of Merck KGaA, Darmstadt, Germany, Bio-Techne will be well positioned to leverage its strong foundation and expand its impact across life sciences."Adding Differentiated Technologies Across the Life Science Value Chain
Bio-Techne is a leader in recombinant proteins with 50 years of heritage in next-generation research and development and new modalities. Bio-Techne would bring to Merck KGaA, Darmstadt, Germany, a globally recognized portfolio of cytokines, growth factors, antibodies, and immunoassay kits.The planned acquisition would also add ProteinSimple, a leader in automated protein detection and analysis instruments, strengthening the analytical and bioprocess solutions of Merck KGaA, Darmstadt, Germany. In addition, Bio-Techne's RNAscope and related in situ hybridization technologies would strengthen the capabilities of Merck KGaA, Darmstadt, Germany, in spatial biology and diagnostics.Merck KGaA, Darmstadt, Germany, would also benefit from Bio-Techne's position as a leading provider of materials, analytics, and process technologies to cell therapy developers. In fiscal year 2023, Bio-Techne acquired 19.9% of Wilson Wolf Corporation ("Wilson Wolf"), a leading manufacturer of cell culture devices, including the G-Rex product line, and Bio-Techne expects to acquire the remaining ownership in Wilson Wolf immediately following the end of calendar year 2027 under the terms of a two-part forward contract between Wilson Wolf and Bio-Techne.Bio-Techne is headquartered in Minneapolis, Minnesota and has more than 3,000 employees, with approximately 2,300 employees based in the U.S. It operates 34 global locations and 15 manufacturing facilities across the U.S., Canada, the UK, Switzerland and China and generated net sales of more than US$1.2 billion in fiscal year 2025.Strengthening the Leading Life Science Capabilities and Global Reach of Merck KGaA, Darmstadt, Germany
The planned acquisition would strengthen the position of Merck KGaA, Darmstadt, Germany, in high-growth and accelerating areas, including multi-omics, spatial biology, cell and gene therapy, precision diagnostics and advanced research tools, while providing Bio-Techne with access to new channels and customer touchpoints as well as the global scale, manufacturing expertise and established Life Science infrastructure of Merck KGaA, Darmstadt, Germany.It would also bolster and broaden the Process Solutions business unit of Merck KGaA, Darmstadt, Germany, by expanding its reach into higher-value reagents, analytics, and cell and gene therapy workflows, and strengthen discovery, development and manufacturing capabilities.Together, Merck KGaA, Darmstadt, Germany, and Bio-Techne would bring enhanced scientific depth and the technical capabilities needed to support increasingly complex customer needs across next-generation biology workflows.Organizational Opportunities
Merck KGaA, Darmstadt, Germany, has a strong global footprint and track record as a leading employer. Over the past two decades, the company has invested more than US$35 billion (EUR 30 billion) through inorganic growth, including in the U.S. with acquisitions such as Millipore in 2010, Sigma-Aldrich in 2015, Versum in 2019, and, most recently, SpringWorks Therapeutics in 2025. Today, Merck KGaA, Darmstadt, Germany, employs more than 14,000 people in the U.S. across over 70 company and customer sites.The planned combination would unite teams across North America, Europe, Asia-Pacific and other key markets, creating a more connected global organization with enhanced opportunities for collaboration, mobility and professional growth. Merck KGaA, Darmstadt, Germany, intends to leverage the unique strengths and expertise of both organizations while continuing to invest in the capabilities, development and long-term success of its workforce worldwide.As part of a larger global Life Science organization, Bio-Techne employees would have opportunities to contribute to a broader range of innovation, customer and growth priorities, while benefiting from greater access to international networks, advanced training and participation in larger-scale innovation programs. Together, these opportunities are expected to strengthen the company's ability to attract, retain and develop top talent globally, supporting continued scientific leadership and sustainable growth.Financing & Transaction Details
Under the terms of the merger agreement, Bio-Techne shareholders will receive US$73 per share in cash, representing a total enterprise value of approximately US$11.3 billion (EUR 9.9 billion). The proposed transaction has been approved by Bio-Techne's Board of Directors and the relevant corporate bodies of Merck KGaA, Darmstadt, Germany, and is expected to close by late 2026 or early 2027, subject to satisfaction of customary closing conditions, including receipt of required regulatory approvals and approval by Bio-Techne shareholders.The planned acquisition will be funded through a combination of existing cash on hand and proceeds from new debt. Merck KGaA, Darmstadt, Germany, will preserve a strong investment-grade credit rating.Financial Benefits & Disciplined Execution
The proposed transaction is expected to be immediately accretive to EBITDA pre margin of both Life Science and the Group post-closing and EPS pre accretive by year 3 after closing. Cost synergies of approximately EUR 140 million are expected to be fully realized by year 3 after closing.Merck KGaA, Darmstadt, Germany, has a strong track record of successfully integrating acquisitions, including larger-scale and capability-expanding transactions, while delivering strategic, operational and financial value creation. Building on this experience, the company is committed to executing a thoughtful integration process focused on business continuity, critical talent retention, scientific capabilities and customer relationships. Value creation is expected to come from stronger growth, broader capabilities, improved customer reach and disciplined integration.Advisors
Guggenheim Securities and J.P. Morgan are acting as financial advisors to Merck KGaA, Darmstadt, Germany, and Sullivan & Cromwell LLP is acting as the legal counsel of Merck KGaA, Darmstadt, Germany. Goldman Sachs & Co. LLC is acting as exclusive financial advisor to Bio-Techne, and Sidley Austin LLP is acting as Bio-Techne's legal counsel.Media & Investor Calls
Merck KGaA, Darmstadt, Germany, will host a media call today at 12:00 p.m. CEST, and a conference call with the financial community today at 2:00 p.m. CEST.About Merck KGaA, Darmstadt, Germany
Merck KGaA, Darmstadt, Germany, a leading science and technology company, operates across life science, healthcare and electronics. More than 62,000 employees work to make a positive difference to millions of people's lives every day by creating more joyful and sustainable ways to live. From providing products and services that accelerate drug development and manufacturing as well as discovering unique ways to treat the most challenging diseases to enabling the intelligence of devices – the company is everywhere. In 2025, Merck KGaA, Darmstadt, Germany, generated sales of € 21.1 billion in 65 countries.The company holds the global rights to the name and trademark "Merck" internationally. The only exceptions are the United States and Canada, where the business sectors of Merck KGaA, Darmstadt, Germany, operate as MilliporeSigma in life science, EMD Serono in healthcare and EMD Electronics in electronics. Since its founding in 1668, scientific exploration and responsible entrepreneurship have been key to the company's technological and scientific advances. To this day, the founding family remains the majority owner of the publicly listed company.All Merck KGaA, Darmstadt, Germany, press releases are distributed by e-mail at the same time they become available on the EMD Group website. In case you are a resident of the USA or Canada, please go to www.emdgroup.com/subscribe to register for your online, change your selection or discontinue this service.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 more than 3,000 people. In fiscal year 2025, 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, please visit www.bio-techne.com or follow the company on LinkedIn, X, or YouTube.Bio-Techne Contacts
David Clair, Vice President Investor Relations
IR@bio-techne.comMedia contacts:
Corporate Communications
media.relations@bio-techne.comJoele Frank, Wilkinson Brimmer Katcher
Kelly Sullivan / Jamie Moser
+1 212-355-4449Cautionary Statement Regarding Forward-Looking Statements
This communication may contain forward-looking statements based on current assumptions and forecasts made by Merck KGaA, Darmstadt, Germany or Bio-Techne Corporation ("Bio-Techne") management. Statements that include words such as "anticipate," "expect," "should," "would," "intend," "plan," "project," "seek," "believe," "will," and other words of similar meaning in connection with future events or future operating or financial performance are often used to identify forward-looking statements. All statements in this communication, other than those relating to historical information or current conditions, are forward-looking statements. Actual results could differ materially from those projected or forecasted in the forward-looking statements. Various known and unknown risks, uncertainties and other factors could lead to material differences between the actual future results, financial situation or development and the estimates given here. These factors include the following: Merck KGaA, Darmstadt, Germany's ability to successfully complete the proposed acquisition of Bio-Techne or realize the anticipated benefits of the proposed transaction in the expected timeframes or at all; Merck KGaA, Darmstadt, Germany's ability to successfully integrate Bio-Techne's operations into those of Merck KGaA, Darmstadt, Germany, given such integration may be more difficult, time-consuming or costly than expected; the failure to obtain Bio-Techne's shareholders' approval of the proposed transaction; the failure of any of the conditions to the proposed transaction to be satisfied; the possibility that competing offers or acquisition proposals for Bio-Techne will be made; revenues following the proposed transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the proposed transaction; the retention of certain key employees at Bio-Techne; risks associated with the disruption of management's attention from ongoing business operations due to the proposed transaction; certain restrictions during the pendency of the proposed transaction that may impact Bio-Techne's or Merck KGaA, Darmstadt, Germany's ability to pursue certain business opportunities or strategic transactions; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of Bio-Techne's common stock, including if the proposed transaction is not consummated; the outcome of any legal proceedings related to the proposed transaction; the impact of the proposed transaction on Bio-Techne's credit rating; the parties' ability to meet expectations regarding the timing and completion of the proposed transaction; delays in obtaining any approvals required to complete the proposed transaction or an inability to obtain them on the terms proposed or on the anticipated schedule or regarding accounting and tax treatments of the proposed transaction; the impact of indebtedness to be incurred by Merck KGaA, Darmstadt, Germany in connection with the proposed transaction; the effects of the business combination of Bio-Techne and Merck KGaA, Darmstadt, Germany, including the combined company's future financial condition, operating results, strategy and plans; third parties may claim that Merck KGaA, Darmstadt, Germany's or Bio-Techne's products infringe their intellectual property rights; fluctuations in non-U.S. currencies could result in transaction losses; acts of war and terrorism may adversely affect Merck KGaA, Darmstadt, Germany's or Bio-Techne's business; the volatility of the international marketplace; and other factors discussed in Merck KGaA, Darmstadt, Germany's public reports which are available on Merck KGaA, Darmstadt, Germany's website at https://www.emdgroup.com/en or in Bio-Techne's Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") for the fiscal year ended June 30, 2025 and Bio-Techne's other filings with the SEC, which are available at http://www.sec.gov and on Bio-Techne's website at https://www.bio-techne.com. Except as otherwise required by law, neither Merck KGaA, Darmstadt, Germany nor Bio-Techne assumes any liability whatsoever to update these forward-looking statements or to conform them to future events or developments. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.Additional Important Information and Where to Find It
This communication relates to the proposed transaction involving Bio-Techne and Merck KGaA, Darmstadt, Germany. In connection with the proposed transaction, Bio-Techne intends to file relevant materials with the SEC, including a proxy statement on Schedule 14A (the "Proxy Statement"). This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the Proxy Statement or any other document that Bio-Techne files with the SEC or sends to Bio-Techne's shareholders in connection with the proposed transaction. SHAREHOLDERS OF BIO-TECHNE ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE SEC, INCLUDING ALL PROXY MATERIALS, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. Investors and security holders will be able to obtain the documents (when available) free of charge at the SEC's website, http://www.sec.gov, or on Bio-Techne's website at https://www.bio-techne.com.Participants in Solicitation
Bio-Techne and its directors and executive officers, and Merck KGaA, Darmstadt, Germany and certain of its executive officers, may be deemed to be participants in the solicitation of proxies from the holders of Bio-Techne common stock in respect of the proposed transaction. Information about the directors and executive officers of Bio-Techne is set forth (i) in Bio-Techne's proxy statement for its 2025 annual meeting of shareholders, which was filed with the SEC on September 19, 2025, which is available here, including under the headings "Proposal 2: Election of Directors," "Corporate Governance," "Director Compensation," "Executive Compensation" and "Share Information", and (ii) under Item 5.02, "Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers" in the Current Report on Form 8-K filed by Bio-Techne with the SEC on February 11, 2026 (which is available here). To the extent holdings of Bio-Techne's securities by its directors or executive officers have changed since the amounts set forth in such documents, such changes have been or will be reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Beneficial Ownership on Form 4 filed with the SEC that are or will be available at the SEC's website, http://www.sec.gov. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC in respect of the proposed transaction when they become available.Media Relations
media@emdgroup.com
Phone: +49 151 1454 9258Investor Relations
investor.relations@emdgroup.com
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US Market News
2月前
Bio-Techne Releases Third Quarter Fiscal 2026 ResultsMay 6, 2026 6:30 AM
PR Newswire (US) MINNEAPOLIS, May 6, 2026 /PRNewswire/ -- Bio-Techne Corporation (NASDAQ: TECH) today reported its financial results for the third quarter ending March 31, 2026.Third Quarter FY2026 HighlightsReported and organic revenue declined 2% to $311.4M, negatively impacted by prior-year GMP fast-track orders and timing of large Commercial Supply shipmentsGAAP EPS increased to $0.32 from $0.14; adjusted EPS was $0.53, down from $0.56Large pharma delivered the sixth consecutive quarter of double-digit growth, offset by a continued lag in spending by emerging biotech; U.S. academic markets stabilized with low-single-digit growthGrowth vectors performed well, with mid-single-digit growth in Proteomic Analysis instruments, mid-teens growth in Spatial Biology, and nearly 50% growth in GMP proteins excluding fast-track customers"The Bio-Techne team delivered solid execution amid a mixed end-market environment," said Kim Kelderman, President and Chief Executive Officer of Bio-Techne. "Large pharma again led results with the sixth consecutive quarter of double-digit growth, supported by momentum in Asia and stabilizing U.S. academic demand. While biotech funding remains healthy, it has not yet translated into broad-based demand across our portfolio."Kelderman continued, "We are encouraged by early indicators pointing to a more constructive outlook as funding activity and customer purchasing begin to realign. Our portfolio is organized to support durable, high-value applications across the scientific journey, from biological discovery and translational insight to therapeutic development, manufacturing, and precision diagnostics. Together with our strong operating discipline and financial flexibility, Bio-Techne remains well positioned to deliver attractive long-term value for our stakeholders."Conference CallBio-Techne will host an earnings conference call today, May 6, 2026, at 8:00 a.m. CDT. To listen, please dial 1-800-343-4136 or 1-203-518-9843 (for international callers), and reference conference ID TECHQ3. The earnings call can also be accessed via webcast through the following link https://investors.bio-techne.com/ir-calendar.A recorded rebroadcast will be available for interested parties unable to participate in the live conference call by dialing 1-844-512- 2921 or 1-412-317-6671 (for international callers) and referencing Conference ID 11161556. The replay will be available from 11:00 a.m. CDT on Wednesday, May 6, 2026, until 11:00 p.m. CDT on Saturday, June 6, 2026.Third Quarter Fiscal 2026RevenueNet sales for the third quarter decreased 2% to $311.4 million. Organic revenue decreased 2% compared to the prior year, with foreign currency exchange having a favorable impact of 2%, and non-recurring prior year revenue from a business held-for-sale having an unfavorable impact of 2%.GAAP Earnings ResultsGAAP EPS was $0.32 per diluted share versus $0.14 in the same quarter last year. GAAP operating income for the third quarter of fiscal 2026 increased 95% to $75.5 million compared to $38.7 million in the third quarter of fiscal 2025. GAAP operating margin was 24.2% compared to 12.2% in the third quarter of fiscal 2025. Current quarter GAAP operating margin was favorably impacted by ongoing profitability initiatives, the Exosome Diagnostics divestiture, and a non-recurring arbitration payment in the prior year, partially offset by unfavorable product mix.Non-GAAP Earnings ResultsAdjusted EPS decreased to $0.53 per diluted share compared to $0.56 in the same quarter last year. Adjusted operating income decreased to $106.5 million in the third quarter of fiscal 2026 compared to $110.3 million in the third quarter of fiscal 2025. Adjusted operating margin was 34.2% for the third quarter of fiscal 2026 compared to 34.9% in the third quarter of fiscal 2025. Adjusted operating margin was unfavorably impacted by volume and product mix, partially offset by ongoing profitability initiatives and the Exosome Diagnostics divestiture.Segment ResultsManagement uses adjusted operating results to monitor and evaluate performance of the Company's business segments, as highlighted below.Protein Sciences SegmentThe 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. The Protein Sciences segment's third quarter fiscal 2026 net sales were $226.2 million, a decrease of 1% from $227.7 million in the third 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 decreased 4% for the third quarter of fiscal 2026, with foreign currency exchange having a favorable impact of 3%. The Protein Sciences segment's operating margin decreased to 44.2% in the third quarter of fiscal 2026 compared to 45.6% in the third quarter of fiscal 2025. The segment's operating margin decreased primarily due to unfavorable volume and product mix, partially offset by ongoing profitability initiatives.Diagnostics and Spatial Biology SegmentThe 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 third quarter fiscal 2026 net sales were $85.6 million, a decrease of 4% from $89.2 million for the third 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 growth was 3% for the third quarter of fiscal 2026, with foreign exchange having a favorable impact of 1%. The held-for-sale business had an unfavorable impact of 8%. The Diagnostics and Spatial Biology segment's operating margin increased to 12.1% in the third quarter of fiscal 2026 compared to 9.4% in the third quarter of fiscal 2025. The segment's operating margin was favorably impacted by the Exosome Diagnostics divestiture and ongoing profitability initiatives, partially offset by unfavorable product mix.About Bio-TechneBio-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 3,100 people. In fiscal year 2025, 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.com or 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 growthAdjusted gross marginEarnings before interest, taxes, depreciation, and amortization (EBITDA)Adjusted EBITDAAdjusted operating incomeAdjusted operating marginAdjusted tax rateAdjusted net earningsAdjusted diluted earnings per shareThese 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 CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF EARNINGS(In thousands, except per share data)(Unaudited)
Quarter Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025Net sales
$311,415
$316,181
$893,847
$902,671Cost of sales
103,127
101,625
306,170
311,211Gross margin
208,288
214,556
587,677
591,460Operating expenses:
Selling, general and administrative
109,338
151,269
339,242
391,881Research and development
23,455
24,579
70,821
73,464Total operating expenses
132,793
175,848
410,063
465,345Operating income
75,495
38,708
177,614
126,115Other income (expense)
(4,270)
(434)
(7,614)
(4,793)Earnings before income taxes
71,225
38,274
170,000
121,322Income taxes
20,178
15,686
42,759
30,244Net earnings
$51,047
$22,588
$127,241
$91,078Earnings per share:
Basic
$0.33
$0.14
$0.82
$0.58Diluted
$0.32
$0.14
$0.81
$0.57Weighted average common shares outstanding:
Basic
156,327
157,372
155,893
158,117Diluted
157,403
158,944
156,943
160,662 BIO-TECHNE CORPORATIONRECONCILIATION OF ADJUSTED GROSS MARGIN AND ADJUSTED GROSS MARGIN PERCENTAGE(In thousands)(Unaudited)
Quarter Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Total consolidated net sales
$311,415
$316,181
$893,847
$902,671
Business held-for-sale(1)
—
—
5,439
4,152
Revenue from recurring operations
$311,415
$316,181
$888,408
$898,519
Gross margin - GAAP
$208,288
$214,556
$587,677
$591,460
Gross margin percentage - GAAP
66.9%
67.9%
65.7%
65.5%
Identified adjustments:
Costs recognized upon sale of acquired inventory
$—
$181
$—
$554
Amortization of intangibles
9,465
11,057
28,377
33,467
Stock-based compensation, inclusive of employer taxes
400
378
1,252
1,010
Restructuring and restructuring-related costs
1,152
364
4,756
7,953
Impact of business held-for-sale(1)
—
—
(2,581)
(147)
Adjusted gross margin
$219,305
$226,536
$619,481
$634,297
Adjusted gross margin percentage(2)
70.4%
71.6%
69.7%
70.6%
(1)March 31, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. March 31, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.(2)Adjusted gross margin percentage excludes both revenue and gross margin of the businesses that met the held-for-sale criteria during the respective periods. BIO-TECHNE CORPORATIONRECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA(In thousands)(Unaudited)
Quarter Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025Net earnings
$51,047
$22,588
$127,241
$91,078Net interest expense (income)
1,420
981
4,655
3,031Depreciation and amortization
24,169
27,571
73,218
82,792Income taxes
20,178
15,686
42,759
30,244EBITDA
96,814
66,826
247,873
207,145Amortization of Wilson Wolf intangible assets
2,490
2,491
7,469
7,471Acquisition related expenses and other
1,042
5,290
6,789
9,477Certain litigation charges
822
38,927
5,370
40,606Stock-based compensation, inclusive of employer taxes
10,968
11,629
37,262
37,504Restructuring and restructuring-related costs
2,952
716
14,201
15,027Investment (gain) loss and other non-operating (income) loss
1,618
—
1,314
—Recovery of assets held-for-sale
—
(3,655)
(6,789)
(3,655)Impact of business held-for-sale(1)
—
—
2,573
479Adjusted EBITDA
$116,706
$122,224
$316,062
$314,054
(1)March 31, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. March 31, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. BIO-TECHNE CORPORATIONRECONCILIATION OF ADJUSTED OPERATING INCOME AND ADJUSTED OPERATING MARGIN PERCENTAGE(In thousands)(Unaudited)
Quarter Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Total consolidated net sales
$311,415
$316,181
$893,847
$902,671
Business held-for-sale(1)
—
—
5,439
4,152
Revenue from recurring operations
$311,415
$316,181
$888,408
$898,519
Operating income - GAAP
$75,495
$38,708
$177,614
$126,115
Operating income percentage - GAAP
24.2%
12.2%
19.9%
14.0%
Identified adjustments:
Amortization of intangibles
15,382
18,836
46,111
57,136
Acquisition related expenses and other
897
5,159
6,341
9,051
Certain litigation charges
822
38,927
5,370
40,606
Stock-based compensation, inclusive of employer taxes
10,968
11,629
37,262
37,504
Restructuring and restructuring-related costs
2,952
716
14,201
15,027
Recovery of assets held-for-sale
—
(3,655)
(6,789)
(3,655)
Impact of business held-for-sale(1)
—
—
2,573
479
Adjusted operating income
$106,516
$110,320
$282,683
$282,263
Adjusted operating margin percentage(2)
34.2%
34.9%
31.8%
31.4%
(1)March 31, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. March 31, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.(2)Adjusted operating margin percentage excludes both revenue and operating margin for the businesses that met the held-for-sale criteria during the respective periods. BIO-TECHNE CORPORATIONRECONCILIATION OF NON-GAAP ADJUSTED TAX RATE(In percentages)(Unaudited)
Quarter Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025GAAP effective tax rate
28.3%
41.0%
25.2%
24.9%Discrete items
(0.5)
(19.5)
1.7
(1.8)
Annual forecast update
(0.9)
1.6
—
—
Long-term GAAP tax rate
26.9%
23.1%
26.9%
23.1%Rate impact items
Stock based compensation
(2.9)%
(1.0)%
(2.9)%
(3.8)%Other
(1.7)
(0.6)
(1.7)
2.2
Total rate impact items
(4.6)%
(1.6)%
(4.6)%
(1.6)%Non-GAAP adjusted tax rate
22.3%
21.5%
22.3%
21.5% BIO-TECHNE CORPORATIONRECONCILIATION OF ADJUSTED NET EARNINGS AND ADJUSTED EARNINGS PER SHARE(In thousands, except per share data)(Unaudited)
Quarter Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025
Net earnings before taxes - GAAP
$71,225
$38,274
$170,000
$121,322
Identified adjustments:
Amortization of intangibles
15,382
18,836
46,111
57,136
Amortization of Wilson Wolf intangible assets
2,490
2,491
7,469
7,471
Acquisition related expenses and other
1,042
5,290
6,789
9,477
Certain litigation charges
822
38,927
5,370
40,606
Stock-based compensation, inclusive of employer taxes
10,968
11,629
37,262
37,504
Restructuring and restructuring-related costs
2,952
716
14,201
15,027
Investment (gain) loss and other non-operating (income) loss
1,618
—
1,314
—
Recovery of assets held-for-sale
—
(3,655)
(6,789)
(3,655)
Impact of business held-for-sale(1)
—
—
2,573
479
Net earnings before taxes - Adjusted
$106,499
$112,508
$284,300
$285,367
Non-GAAP tax rate
22.3%
21.5%
22.3%
21.5%Non-GAAP tax expense
$23,749
$24,190
$63,399
$61,385
Non-GAAP adjusted net earnings
$82,750
$88,318
$220,901
$223,982
Earnings per share - diluted - Adjusted
$0.53
$0.56
$1.41
$1.39
(1)March 31, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. March 31, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. BIO-TECHNE CORPORATIONSEGMENT REVENUE(In thousands)(Unaudited)
Quarter Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025Protein Sciences segment revenue
$226,154
$227,687
$643,426
$643,774Diagnostics and Spatial Biology segment revenue
85,586
89,231
246,224
256,558Other revenue(1)
—
—
5,439
4,152lntersegment revenue
(325)
(737)
(1,242)
(1,813)Consolidated revenue
$311,415
$316,181
$893,847
$902,671
(1)March 31, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. March 31, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. BIO-TECHNE CORPORATIONSEGMENT OPERATING INCOME(In thousands)(Unaudited)
Quarter Ended
Nine Months Ended
March 31,
March 31,
2026
2025
2026
2025Protein Sciences segment operating income
$99,999
$103,910
$262,327
$271,564Diagnostics and Spatial Biology segment operating income
10,319
8,423
27,629
15,940Segment operating income
110,318
112,333
289,956
287,504Corporate general, selling, and administrative
(3,802)
(2,013)
(7,273)
(5,241)Adjusted operating income
106,516
110,320
282,683
282,263Amortization of intangibles
(15,382)
(18,836)
(46,111)
(57,136)Acquisition related expenses and other
(897)
(5,159)
(6,341)
(9,051)Certain litigation charges
(822)
(38,927)
(5,370)
(40,606)Stock-based compensation, inclusive of employer taxes
(10,968)
(11,629)
(37,262)
(37,504)Restructuring and restructuring-related costs
(2,952)
(716)
(14,201)
(15,027)Recovery of assets held-for-sale
—
3,655
6,789
3,655Impact of business held-for-sale(1)
—
—
(2,573)
(479)Operating income
$75,495
$38,708
$177,614
$126,115
(1)March 31, 2025 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. March 31, 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. BIO-TECHNE CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(In thousands)(Unaudited)
March 31,
June 30,
2026
2025ASSETS
Cash and equivalents
$209,819
$162,186Accounts receivable, net
214,562
206,876Inventories
201,175
189,446Current assets held-for-sale
—
12,332Other current assets
62,494
37,460Total current assets
688,050
608,300
Property and equipment, net
232,990
245,719Right of use assets
68,316
73,399Goodwill and intangible assets, net
1,296,874
1,346,534Other assets
264,371
283,916Total assets
$2,550,601
$2,557,868
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses
$95,601
$116,765Contract liabilities
38,433
32,571Income taxes payable
2,971
10,770Operating lease liabilities - current
14,181
14,098Other current liabilities
2,092
1,645Total current liabilities
153,278
175,849
Deferred income taxes
14,210
6,169Long-term debt obligations
200,000
346,000Operating lease liabilities
76,141
83,960Other long-term liabilities
21,668
27,082Stockholders' equity
2,085,304
1,918,808Total liabilities and stockholders' equity
$2,550,601
$2,557,868 BIO-TECHNE CORPORATIONCONDENSED CONSOLIDATED CASH FLOWS(In thousands)(Unaudited)
Nine Months Ended
March 31,
2026
2025CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings
$127,241
$91,078Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization
73,218
82,792Costs recognized on sale of acquired inventory
—
554Deferred income taxes
8,045
(18,825)Stock-based compensation expense
36,135
36,283(Gain) Loss on equity method investment
335
169Asset impairment restructuring
3,253
9,961Recovery of assets held-for-sale
(6,789)
(3,655)Other operating activities
(44,781)
(9,002)Net cash provided by (used in) operating activities
196,657
189,355CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale investments
—
1,085Additions to property and equipment
(20,370)
(26,116)Distributions from Wilson Wolf
4,620
2,653Investment in Spear Bio
—
(15,000)Proceeds from sale of assets held-for-sale
4,617
1,789Net cash provided by (used in) investing activities
(11,133)
(35,589)CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends
(37,432)
(38,004)Proceeds from stock option exercises
58,193
45,513Long-term debt activity, net
(146,000)
11,000Repurchases of common stock
(24)
(175,674)Taxes paid on RSUs and net share settlements
(10,643)
(6,288)Net cash provided by (used in) financing activities
(135,906)
(163,453)Effect of exchange rate changes on cash and cash equivalents
(1,985)
(1,434)Net increase (decrease) in cash and cash equivalents
47,633
(11,121)Cash and cash equivalents at beginning of period
162,186
151,791Cash and cash equivalents at end of period
$209,819
$140,670Use 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, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated subsidiaries. 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 that revenue will not be comparable in future periods. Revenues from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculations, as those revenues are not fully attributable to the Company. There was no revenue from partially-owned consolidated subsidiaries in fiscal years 2026 or 2025.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 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 partially-owned consolidated subsidiaries as well as 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 exclude acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to the transition to a new CEO, 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. View original content to download multimedia:https://www.prnewswire.com/news-releases/bio-techne-releases-third-quarter-fiscal-2026-results-302763516.htmlSOURCE Bio-Techne Corporation Original: Bio-Techne Releases Third Quarter Fiscal 2026 Results
US Market News
5月前
Bio-Techne Releases Second Quarter Fiscal 2026 ResultsFebruary 4, 2026 6:30 AM
PR Newswire (US)
MINNEAPOLIS, Feb. 4, 2026 /PRNewswire/ -- Bio-Techne Corporation (NASDAQ: TECH) today reported its financial results for the second quarter ending December 31, 2025.Second Quarter FY2026 HighlightsSecond quarter revenue was $295.9 million with reported and organic growth flat to prior year.GAAP earnings per share (EPS) was $0.24 versus $0.22 one year ago. Delivered adjusted EPS of $0.46 compared to $0.42 one year ago.Ongoing productivity and cost containment initiatives led to 31.1% adjusted operating margin, an increase of 100 basis points compared to the prior year period.Strong commercial execution and improving end-markets drove growth in the China/APAC region for the third consecutive quarter."I am pleased with the Bio-Techne team's continued execution in a stabilizing operating environment," said Kim Kelderman, President and Chief Executive Officer of Bio-Techne. "For the fourth consecutive quarter we delivered double-digit growth in our biggest end market, large pharma. That momentum, together with improving performance in biotech, continued stabilization among our U.S. academic customers, and ongoing growth in Asia, drove results that were largely in line with our expectations."Kelderman continued, "In 2026, Bio-Techne proudly celebrates its 50th anniversary. Over the past five decades, we have built a durable, differentiated portfolio that serves high-growth, high-value applications and accelerates innovation in science and medicine. I am incredibly proud of what we have accomplished to date. As we look ahead, our strong position enables us to drive continued innovation, growth, and value for all our stakeholders."Conference Call Bio-Techne will host an earnings conference call today, February 4, 2026, at 8:00 a.m. CST. To listen, please dial 1-800-579-2543 or 1-785-424-1789 (for international callers), and reference conference ID TECHQ2. The earnings call can also be accessed via webcast through the following link https://investors.bio-techne.com/ir-calendar.A recorded rebroadcast will be available for interested parties unable to participate in the live conference call by dialing 1-844-512- 2921 or 1-412-317-6671 (for international callers) and referencing Conference ID 11160826. The replay will be available from 11:00 a.m. CST on Wednesday, February 4, 2026, until 11:00 p.m. CST on Wednesday, March 4, 2026.Second Quarter Fiscal 2026RevenueNet sales and organic revenue for the second quarter were flat at $295.9 million compared to the prior year. Foreign currency exchange had a favorable impact of 2%, and non-recurring prior year revenue from a business held-for-sale had an unfavorable impact of 2%.GAAP Earnings ResultsGAAP EPS was $0.24 per diluted share versus $0.22 in the same quarter last year. GAAP operating income for the second quarter of fiscal 2026 increased 15% to $54.5 million compared to $47.4 million in the second quarter of fiscal 2025. GAAP operating margin was 18.4% compared to 16.0% in the second quarter of fiscal 2025. Current quarter GAAP operating margin was favorably impacted by ongoing profitability initiatives and the Exosome Diagnostics divestiture, partially offset by unfavorable product mix.Non-GAAP Earnings ResultsAdjusted EPS increased to $0.46 per diluted share compared to $0.42 in the same quarter last year. Adjusted operating income increased to $92.0 million in the second quarter of fiscal 2026 compared to second quarter of fiscal 2025 adjusted operating income of $88.7 million. Adjusted operating margin was 31.1% for the second quarter of fiscal 2026 compared to 30.1% in the second quarter of fiscal 2025. Adjusted operating margin was favorably impacted by ongoing profitability initiatives and the Exosome Diagnostics divestiture, partially offset by unfavorable product mix.Segment ResultsManagement uses adjusted operating results to monitor and evaluate performance of the Company's business segments, as highlighted below.Protein Sciences SegmentThe 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. The Protein Sciences segment's second quarter fiscal 2026 net sales were $215.1 million, an increase of 2% from $211.6 million for the second 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 decreased 1% for the second quarter of fiscal 2026, with foreign currency exchange having a favorable impact of 3%. The Protein Sciences segment's operating margin decreased to 39.3% in the second quarter of fiscal 2026 compared to 41.2% in the second quarter of fiscal 2025. The segment's operating margin decreased primarily due to unfavorable product mix, partially offset by ongoing profitability initiatives.Diagnostics and Spatial Biology SegmentThe 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 second quarter fiscal 2026 net sales were $81.2 million, a decrease of 4% from $84.1 million for the second 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 growth was 3% for the second quarter of fiscal 2026, with foreign exchange having a favorable impact of 1%. The held-for-sale business had an unfavorable impact of 8%. The Diagnostics and Spatial Biology segment's operating margin increased to 10.4% in the second quarter of fiscal 2026 compared to 3.9% in the second quarter of fiscal 2025. The segment's operating margin was favorably impacted by the Exosome Diagnostics divestiture and ongoing profitability initiatives, partially offset by unfavorable product mix.About Bio-TechneBio-Techne Corporation (NASDAQ: TECH) is a global life sciences company providing innovative tools and bioactive reagents for the research and clinical diagnostic communities. Bio-Techne products assist scientific investigations into biological processes and the nature and progress of specific diseases. They aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses. With thousands of products in its portfolio, Bio-Techne generated over $1.2 billion in net sales in fiscal 2025 and has approximately 3,100 employees worldwide. For more information on Bio-Techne and its brands, please visit www.biotechne.com.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 growthAdjusted gross marginEarnings before interest, taxes, depreciation, and amortization (EBITDA)Adjusted EBITDAAdjusted operating incomeAdjusted operating marginAdjusted tax rateAdjusted net earningsAdjusted diluted earnings per shareThese non-GAAP measures should not be considered in insolation 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 CORPORATIONCONDENSED CONSOLIDATED STATEMENTS OF EARNINGS(In thousands, except per share data)(Unaudited)
Quarter Ended
Six Months Ended
December 31,
December 31,
2025
2024
2025
2024Net sales
$295,877
$297,031
$582,432
$586,489Cost of sales
104,600
103,145
203,043
209,586Gross margin
191,277
193,886
379,389
376,903Operating expenses:
Selling, general and administrative
113,691
121,451
229,904
240,612Research and development
23,125
25,016
47,366
48,885Total operating expenses
136,816
146,467
277,270
289,497Operating income
54,461
47,419
102,119
87,406Other income (expense)
(3,677)
(4,543)
(3,344)
(4,359)Earnings before income taxes
50,784
42,876
98,775
83,047Income taxes
12,775
7,986
22,581
14,557Net earnings
$38,009
$34,890
$76,194
$68,490Earnings per share:
Basic
$0.24
$0.22
$0.49
$0.43Diluted
$0.24
$0.22
$0.49
$0.42Weighted average common shares outstanding:
Basic
155,839
158,431
155,652
158,481Diluted
156,999
160,626
156,750
161,353 BIO-TECHNE CORPORATIONRECONCILIATION OF ADJUSTED GROSS MARGIN AND ADJUSTED GROSS MARGIN PERCENTAGE(In thousands)(Unaudited)
Quarter Ended
Six Months Ended
December 31,
December 31,
2025
2024
2025
2024
Total consolidated net sales
$295,877
$297,031
$582,432
$586,489
Business held-for-sale(1)
—
1,849
5,439
4,152
Revenue from recurring operations
$295,877
$295,182
$576,993
$582,337
Gross margin - GAAP
$191,277
$193,886
$379,389
$376,903
Gross margin percentage - GAAP
64.6%
65.3%
65.1%
64.3%
Identified adjustments:
Costs recognized upon sale of acquired inventory
$—
$185
$—
$373
Amortization of intangibles
9,473
10,630
18,912
22,410
Stock-based compensation, inclusive of employer taxes
467
395
852
667
Restructuring and restructuring-related costs
1,526
2,691
3,604
7,589
Impact of business held-for-sale(1)
—
376
(2,581)
(182)
Adjusted gross margin
$202,743
$208,163
$400,176
$407,760
Adjusted gross margin percentage(2)
68.5%
70.5%
69.4%
70.0%
(1)December 31, 2024 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. December 31, 2025 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.(2)Adjusted gross margin percentage excludes both revenue and gross margin of the businesses that met the held-for-sale criteria during the respective periods. BIO-TECHNE CORPORATIONRECONCILIATION OF GAAP NET INCOME TO ADJUSTED EBITDA(In thousands)(Unaudited)
Quarter Ended
Six Months Ended
December 31,
December 31,
2025
2024
2025
2024Net earnings
$38,009
$34,890
$76,194
$68,490Net interest expense (income)
1,274
800
3,235
2,050Depreciation and amortization
24,709
27,084
49,049
55,221Income taxes
12,775
7,986
22,581
14,557EBITDA
76,767
70,760
151,059
140,318Amortization of Wilson Wolf intangible assets
2,490
2,489
4,979
4,979Acquisition related expenses and other
2,239
2,324
5,747
4,186Certain litigation charges
2,140
1,386
4,549
1,678Stock-based compensation, inclusive of employer taxes
14,198
15,238
26,294
25,875Restructuring and restructuring-related costs
3,739
3,287
11,249
14,309Investment (gain) loss and other non-operating (income) loss
1,842
—
(304)
—Recovery of assets held-for-sale
—
—
(6,789)
—Impact of business held-for-sale(1)
—
627
2,573
479Adjusted EBITDA
$103,415
$96,111
$199,357
$191,824
(1) December 31, 2024 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. December 31, 2025 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. BIO-TECHNE CORPORATIONRECONCILIATION OF ADJUSTED OPERATING INCOME AND ADJUSTED OPERATING MARGIN PERCENTAGE(In thousands)(Unaudited)
Quarter Ended
Six Months Ended
December 31,
December 31,
2025
2024
2025
2024
Total consolidated net sales
$295,877
$297,031
$582,432
$586,489
Business held-for-sale(1)
—
1,849
5,439
4,152
Revenue from recurring operations
$295,877
$295,182
$576,993
$582,337
Operating income - GAAP
$54,461
$47,419
$102,119
$87,406
Operating income percentage - GAAP
18.4%
16.0%
17.5%
14.9%
Identified adjustments:
Amortization of intangibles
15,379
18,559
30,729
38,300
Acquisition related expenses and other
2,093
2,195
5,444
3,896
Certain litigation charges
2,140
1,386
4,549
1,678
Stock-based compensation, inclusive of employer taxes
14,198
15,238
26,294
25,875
Restructuring and restructuring-related costs
3,739
3,287
11,249
14,309
Recovery of assets held-for-sale
—
—
(6,789)
—
Impact of business held-for-sale(1)
—
627
2,573
479
Adjusted operating income
$92,010
$88,711
$176,168
$171,943
Adjusted operating margin percentage(2)
31.1%
30.1%
30.5%
29.5%
(1)December 31, 2024 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. December 31, 2025 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025.(2)Adjusted operating margin percentage excludes both revenue and operating margin for the businesses that met the held-for-sale criteria during the respective periods. BIO-TECHNE CORPORATIONRECONCILIATION OF NON-GAAP ADJUSTED TAX RATE(In percentages)(Unaudited)
Quarter Ended
Six Months Ended
December 31,
December 31,
2025
2024
2025
2024GAAP effective tax rate
25.2%
18.6%
22.9%
17.5%Discrete items
0.5
5.1
3.3
6.1
Annual forecast update
0.5
(0.1)
—
—
Long-term GAAP tax rate
26.2%
23.6%
26.2%
23.6%Rate impact items
Stock based compensation
(2.9)%
(2.8)%
(2.8)%
(2.9)%Other
(1.0)
0.7
(1.1)
0.8
Total rate impact items
(3.9)%
(2.1)%
(3.9)%
(2.1)%Non-GAAP adjusted tax rate
22.3%
21.5%
22.3%
21.5% BIO-TECHNE CORPORATIONRECONCILIATION OF ADJUSTED NET EARNINGS AND ADJUSTED EARNINGS PER SHARE(In thousands, except per share data)(Unaudited)
Quarter Ended
Six Months Ended
December 31,
December 31,
2025
2024
2025
2024
Net earnings before taxes - GAAP
$50,784
$42,876
$98,775
$83,047
Identified adjustments:
Amortization of intangibles
15,379
18,559
30,729
38,300
Amortization of Wilson Wolf intangible assets
2,490
2,489
4,979
4,979
Acquisition related expenses and other
2,239
2,324
5,747
4,186
Certain litigation charges
2,140
1,386
4,549
1,678
Stock-based compensation, inclusive of employer taxes
14,198
15,238
26,294
25,875
Restructuring and restructuring-related costs
3,739
3,287
11,249
14,309
Investment (gain) loss and other non-operating (income) loss
1,842
—
(304)
—
Recovery of assets held-for-sale
—
—
(6,789)
—
Impact of business held-for-sale(1)
—
627
2,573
479
Net earnings before taxes - Adjusted
$92,811
$86,786
$177,802
$172,853
Non-GAAP tax rate
22.3%
21.5%
22.3%
21.5%Non-GAAP tax expense
$20,697
$18,659
$39,650
$37,195
Non-GAAP adjusted net earnings
$72,114
$68,127
$138,152
$135,658
Earnings per share - diluted - Adjusted
$0.46
$0.42
$0.88
$0.84
(1)December 31, 2024 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. December 31, 2025 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. BIO-TECHNE CORPORATIONSEGMENT REVENUE(In thousands)(Unaudited)
Quarter Ended
Six Months Ended
December 31,
December 31,
2025
2024
2025
2024Protein Sciences segment revenue
$215,084
$211,551
$417,272
$416,086Diagnostics and Spatial Biology segment revenue
81,180
84,135
160,638
167,327Other revenue(1)
—
1,849
5,439
4,152lntersegment revenue
(387)
(504)
(917)
(1,076)Consolidated revenue
$295,877
$297,031
$582,432
$586,489
(1)December 31, 2024 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. December 31, 2025 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. BIO-TECHNE CORPORATIONSEGMENT OPERATING INCOME(In thousands)(Unaudited)
Quarter Ended
Six Months Ended
December 31,
December 31,
2025
2024
2025
2024Protein Sciences segment operating income
$84,615
$87,112
$162,328
$167,653Diagnostics and Spatial Biology segment operating income
8,432
3,240
17,310
7,517Segment operating income
93,047
90,352
179,638
175,170Corporate general, selling, and administrative
(1,037)
(1,641)
(3,470)
(3,227)Adjusted operating income
92,010
88,711
176,168
171,943Amortization of intangibles
(15,379)
(18,559)
(30,729)
(38,300)Acquisition related expenses and other
(2,093)
(2,195)
(5,444)
(3,896)Certain litigation charges
(2,140)
(1,386)
(4,549)
(1,678)Stock-based compensation, inclusive of employer taxes
(14,198)
(15,238)
(26,294)
(25,875)Restructuring and restructuring-related costs
(3,739)
(3,287)
(11,249)
(14,309)Recovery of assets held-for-sale
—
—
6,789
—Impact of business held-for-sale(1)
—
(627)
(2,573)
(479)Operating income
$54,461
$47,419
$102,119
$87,406
(1)December 31, 2024 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023. December 31, 2025 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. BIO-TECHNE CORPORATIONCONDENSED CONSOLIDATED BALANCE SHEETS(In thousands)(Unaudited)
December 31,
June 30,
2025
2025ASSETS
Cash and equivalents
$172,879
$162,186Accounts receivable, net
184,614
206,876Inventories
205,447
189,446Current assets held-for-sale
—
12,332Other current assets
74,492
37,460Total current assets
637,432
608,300
Property and equipment, net
234,383
245,719Right of use assets
68,249
73,399Goodwill and intangible assets, net
1,315,551
1,346,534Other assets
267,084
283,916Total assets
$2,522,699
$2,557,868
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses
$91,632
$116,765Contract liabilities
31,030
32,571Income taxes payable
2,476
10,770Operating lease liabilities - current
13,710
14,098Other current liabilities
1,578
1,645Total current liabilities
140,426
175,849
Deferred income taxes
11,021
6,169Long-term debt obligations
260,000
346,000Operating lease liabilities
77,185
83,960Other long-term liabilities
23,078
27,082Stockholders' equity
2,010,989
1,918,808Total liabilities and stockholders' equity
$2,522,699
$2,557,868 BIO-TECHNE CORPORATIONCONDENSED CONSOLIDATED CASH FLOWS(In thousands)(Unaudited)
Six Months Ended
December 31,
2025
2024CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings
$76,194
$68,490Adjustments to reconcile net earnings to net cash provided by operating activities
Depreciation and amortization
49,049
55,221Costs recognized on sale of acquired inventory
—
373Deferred income taxes
5,203
(13,417)Stock-based compensation expense
25,640
24,892(Gain) Loss on equity method investment
(404)
(420)Asset impairment restructuring
3,253
9,841Recovery of assets held-for-sale
(6,789)
—Other operating activities
(42,150)
3,255Net cash provided by (used in) operating activities
109,996
148,235CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of available-for-sale investments
—
1,085Additions to property and equipment
(11,284)
(15,993)Distributions from Wilson Wolf
1,351
1,403Investment in Spear Bio
—
(15,000)Proceeds from sale of assets held-for-sale
4,617
1,789Net cash provided by (used in) investing activities
(5,316)
(26,716)CASH FLOWS FROM FINANCING ACTIVITIES
Cash dividends
(24,914)
(25,424)Proceeds from stock option exercises
28,234
30,641Long-term debt activity, net
(86,000)
(19,000)Repurchases of common stock
(24)
(75,628)Taxes paid on RSUs and net share settlements
(10,486)
(5,997)Net cash provided by (used in) financing activities
(93,190)
(95,408)Effect of exchange rate changes on cash and cash equivalents
(797)
(353)Net increase (decrease) in cash and cash equivalents
10,693
25,758Cash and cash equivalents at beginning of period
162,186
151,791Cash and cash equivalents at end of period
$172,879
$177,549 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, the impact of businesses held-for-sale, as well as the impact of partially-owned consolidated subsidiaries. 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 that revenue will not be comparable in future periods. Revenues from partially-owned subsidiaries consolidated in our financial statements are also excluded from our organic revenue calculations, as those revenues are not fully attributable to the Company. There was no revenue from partially-owned consolidated subsidiaries in fiscal years 2026 or 2025.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 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 partially-owned consolidated subsidiaries as well as 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 exclude acquisition related expenses inclusive of the changes in fair value of contingent consideration, and other non-recurring items including certain costs related to the transition to a new CEO, 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.
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Original: Bio-Techne Releases Second Quarter Fiscal 2026 Results