Bio-Techne Corp 2026年季度报告

TABLE OF CONTENTS PART I. FINANCIAL INFORMATION Item1.Condensed Consolidated Financial Statements (Unaudited)Condensed Consolidated Statements of Earnings and Comprehensive IncomeCondensed Consolidated Balance SheetsCondensed Consolidated Statements of Cash FlowsCondensed Consolidated Statements of Stockholders’ EquityNotes to Condensed Consolidated Financial StatementsNote 1. Basis of Presentation and Summary of Significant Accounting PoliciesNote 2. Revenue RecognitionNote 3. Selected Balance Sheet InformationNote 4. Fair Value MeasurementsNote 5. Debt and Other Financing ArrangementsNote 6. LeasesNote 7. Supplemental Equity and Accumulated Other Comprehensive Income (Loss)Note 8. Earnings Per ShareNote 9. Share-based Compensation and Other Benefit PlansNote 10. Other Income/(Expense)Note 11. Income TaxesNote 12. Segment InformationNote 13. RestructuringNote 14. Subsequent Events Item2.Management's Discussion and Analysis of Financial Condition and Results of Operations Item3.Quantitative and Qualitative Disclosures about Market Risk PART II: OTHER INFORMATION Item1.Legal Proceedings Item1A.Risk Factors Item2.Unregistered Sales of Equity Securities and Use of Proceeds Item 3.Defaults Upon Senior Securities SIGNATURES37 PART I. FINANCIAL INFORMATION CONDENSED CONSOLIDATED STATEMENTS OF EARNINGSAND COMPREHENSIVE INCOME CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSBio-Techne Corporation and Subsidiaries(in thousands)(unaudited) NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSBio-Techne Corporation and Subsidiaries (unaudited) Note 1. Basis of Presentation and Summary of Significant Accounting Policies: Theinterim Condensed Consolidated Financial Statements of Bio-Techne Corporation and subsidiaries,(theCompany) presented here have been prepared by the Company and are unaudited. They have been prepared inaccordance with accounting principles generally accepted in the U.S. (GAAP) and with instructions to Form 10-Q and Certain information and footnote disclosures normally included in financial statements prepared in accordance withaccounting principles generally accepted in the United States of America have been condensed or omitted. Theseinterim unaudited Condensed Consolidated Financial Statements should be read in conjunction with the Company'sConsolidated Financial Statements and Notes thereto for the fiscal year ended June30, 2025, included in the Investments:In September 2025, the Company received MDxHealth SA (MDxHealth) stock as part of our divestitureof Exosome Diagnostics. The fair value of the stock is included within Other current assets on the CondensedConsolidated Balance Sheets. Refer to Note 4 for the fair market valuation for the periods presented. In July 2024, the Company paid $15 million to enter into an investment in Spear Bio. This investment is accounted forunder the cost-method as we own less than 20% of the outstanding stock and we concluded that we do not havesignificant influence. Under the cost-method, the fair value is not estimated if there are no identified events or changesin circumstances. No such events or changes in circumstances were identified in the period ended December 31, 2025. In December 2021, the Company paid $25 million to enter into a two-part forward contract which requires theCompany to make an initial ownership investment followed by purchase of full equity interest in Wilson WolfCorporation (Wilson Wolf) if certain annual revenue or annual earnings before interest, taxes, depreciation, andamortization (EBITDA) thresholds are met. Wilson Wolf is a leading manufacturer of cell culture devices, includingthe G-Rex product line. The first part of the forward contract is triggered upon Wilson Wolf achieving approximately$92 million in annual revenue or $55 million in EBITDA at any point prior to December 31, 2027. During the quarter Since the first part of the forward contract has been triggered, the second part of the forward contract willautomatically trigger, which requires the Company to acquire the remaining equity interest in Wilson Wolf onDecember 31, 2027 based on a revenue multiple of approximately 4.4 times trailing twelve month revenue. The secondpart of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone Legal Matters: The Company and its affiliates are involved in a number of legal actions from time to time involvingproductliability,employment,intellectual property and commercial disputes,shareholder related matters,environmentalproceedings,tax disputes,and governmental proceedings and investigations.With respect togovernmental proceedings and investigations, like other companies in our industry, the Company is subject toextensive regulation by national, state, and local governmental agencies in the United States and in other jurisdictionsin which the Company and its affiliates operate. The Company’s standard practice is to cooperate with regulators and Table of Content