Bio-Techne Corp
ITEM 1. BUSINESS
OVERVIEW
Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (“Bio-Techne”, “we”, “our”, “us” or the “Company”), develop, manufacture and sell life science reagents, instruments and services for the research, diagnostics and bioprocessing markets worldwide. Our broad product portfolio and application expertise enables scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.
We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Spatial Biology segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for protein analysis, automated western blot, and multiplexed ELISA workflows. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, advanced tissue-based in-situ hybridization assays and instrumentation for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.
We are a Minnesota corporation with our global headquarters in Minneapolis, Minnesota. We were founded in 1976 as Research and Diagnostic Systems, Inc. We became a publicly traded company in 1985 through a merger with Techne Corporation, now Bio-Techne Corporation. Our common stock is listed on the NASDAQ under the symbol “TECH.” We operate globally, with offices in many locations throughout North America, Europe and Asia. Today, our product lines include hundreds of thousands of diverse products, most of which we manufacture ourselves in multiple locations in North America, as well as locations in the U.K., Canada, Switzerland and China.
We have implemented a disciplined strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope. A recent example includes the acquisition of Lunaphore SA (“Lunaphore”) at the beginning of fiscal 2024. We also completed a 19.9% investment in Wilson Wolf Corporation (“Wilson Wolf”) in fiscal 2023, and will acquire the remaining ownership in Wilson Wolf by the end of calendar year 2027, if not earlier due to its achievement of revenue or earnings before interest, taxes, depreciation, and amortization (“EBITDA”) targets. Recognizing the importance of an integrated, global approach to meeting our mission and accomplishing our strategies, we have maintained many of the brands of the companies we have acquired, but unified under a single global brand -- Bio-Techne.
We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries and treat and diagnose diseases. We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets. Our strategic pillars include:
Grow & Leverage the Core. Through collaborations with key opinion leaders, participation in scientific discussions and societies, and leveraging our internal talent we expect to be able to convert our continued significant investment in our research and development activities to be first-to-market with quality products that are at the leading edge of life science researchers’ needs.
Capitalize on High Potential Markets. We will continue to leverage our strong balance sheet to gain access to new and differentiated technologies and products that improve our competitiveness in the current market, meet customers’ expanding workflow needs and allow us to enter adjacent markets.
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Market Expansion Through Innovation & Acquisition. We will leverage our existing portfolio to expand our product offerings into novel research fields and further penetrate diagnostics and therapeutics markets. Acquisitions have, and will likely continue to play, an important role in our efforts to expand our portfolio of innovative tools and bioactive reagents, and support our initiatives to enter adjacent markets.
Deliver Best-in-Class Customer Experience. We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us. We strive for every interaction to be seamless, personalized, and exceeding expectations. We aim to deeply understand customers’ wants and needs while simultaneously offering high-quality service at every touchpoint.
Develop People Through a Transformative Culture. As we continue to grow both organically and through acquisition, we are intentionally fostering an “EPIC” culture based on the ideals of Empowerment, Passion, Innovation and Collaboration. We strive to recruit, train and retain the most talented staff, who share these EPIC ideals to effectively implement our global strategies.
PROTEIN SCIENCES SEGMENT
Protein Sciences Segment Products and Markets
The Protein Sciences segment is the larger of our two segments, representing approximately 72% of our net sales in fiscal 2026. It is comprised of two divisions with complementary product offerings serving many of the same customers – the Reagent Solutions division and the Analytical Solutions division.
The Reagent Solutions division consists of specialized proteins, such as cytokines and growth factors, antibodies, small molecules, tissue culture sera and cell selection technologies traditionally used by researchers to further their life science experimental activities and by companies developing next generation diagnostics and therapeutics, including cell- and gene-based therapeutics. We believe we are the world leader in providing high quality proteins, both for research use and under current Good Manufacturing Practices, or cGMP. Key product brands include R&D Systems, Tocris Biosciences and Novus Biologicals. Our combined chemical and biological reagents portfolio provides high quality tools that customers can use in solving complex biological pathways and to glean knowledge that may lead to a more complete understanding of biological processes, and, ultimately, to the development of novel therapeutic strategies to address different pathologies. In recent years, we have made several acquisitions and investments that have expanded our product offerings for the cell and gene therapy market. These include a significant investment in state-of-the art facilities for production of both proteins and small molecules in large quantities manufactured in accordance with cGMP, as well as a 19.9% investment in, and eventual acquisition of, Wilson Wolf, a leading provider of cell culture devices for cell-based therapies. Through a collaborative marketing venture with Wilson Wolf, we have leveraged the products we have or are developing to provide a more complete offering for the cell and gene therapy market.
The Analytical Solutions division includes manual and automated protein analysis instruments and immunoassays that are used in quantifying proteins in a variety of biological fluids. Products in this division include traditional manual plate-based immunoassays, fully automated multiplex immunoassays on various instrument platforms, and automated western blotting and isoelectric focusing analysis of complex protein samples. Key product brands include R&D Systems and ProteinSimple. A number of our products have been demonstrated to have the potential to serve as predictive biomarkers and therapeutic targets for a variety of human diseases and conditions including cancer, autoimmunity, diabetes, hypertension, obesity, inflammation, neurological disorders, and kidney failure. Immunoassays can also be useful in clinical diagnostics. In fact, we have received Food and Drug Administration (FDA) marketing clearance for a few of our immunoassays for use as in vitro diagnostic devices.
Protein Sciences Segment Customers and Distribution Methods
Our customers for this segment include researchers in academia and industry (chiefly pharmaceutical and biotech companies as well as contract research organizations). This segment also sells to diagnostic/companion diagnostic and therapeutic customers, including those engaged in the development of cell- and gene-based therapies. Our biologics line of products in the Analytical Solutions division is used chiefly by production and quality control departments at biotech
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and pharmaceutical companies. We sell our products directly to customers who are primarily located in North America, Europe and China, as well as through a distribution agreement with Thermo Fisher Scientific. We also sell through third party distributors in China, Japan, certain eastern European countries and the rest of the world. Our sales are widely distributed, and no single end-user customer accounted for more than 10% of the Protein Sciences segment’s net sales during fiscal 2026, 2025, or 2024.
DIAGNOSTICS AND SPATIAL BIOLOGY SEGMENT
The Diagnostics and Spatial Biology segment, representing approximately 28% of our net revenues in fiscal 2026, includes two divisions and is focused primarily on the diagnostic and research markets and includes spatial biology, liquid biopsy, molecular diagnostics kits and products, and diagnostics reagents.
Diagnostics and Spatial Biology Segment Products
The Spatial Biology division products sold under the Advanced Cell Diagnostics, or ACD, brand, are novel in-situ hybridization (ISH) assays for transcriptome, DNA copy, and structural variation analysis within intact cells, providing highly sensitive and specific spatial information at single cell resolution. Since these products preserve spatial context, they are particularly useful for complex tissue profiling. In the first quarter of fiscal 2024, we closed on the acquisition of Lunaphore, a leading developer of fully automated spatial biology solutions using precision microfluidic technology capable of revealing hyperplex proteomic and transcriptomic biomarkers in tumors and other tissues at single-cell and subcellular resolution. Lunaphore’s COMET instrument automates ACD’s RNAscope assays and utilizes antibodies to enable simultaneous hyperplex detection of protein and RNA biomarkers on the same slide at single-cell resolution.
The Bio-Techne Diagnostic division consists of regulated products traditionally used as calibrators and controls in the clinical setting. Also included are instrument and process control products for hematology, blood chemistry, blood gases, coagulation controls and reagents used in various diagnostic applications. We often manufacture these reagents on a custom basis, tailored to a customer’s specific diagnostic assay technology. We supply these reagents in various formats including liquid, frozen, or in lyophilized form. Most of these products are sold on an Original Equipment Manufacturer (OEM) basis to instrument manufacturers, with most products being FDA-cleared. We also sell products for genetic carrier screening, oncology diagnostics, molecular controls, and research under the Asuragen brand.
Diagnostics and Spatial Biology Segment Customers and Distribution Methods
The customers for the Spatial Biology division include researchers in academia as well as investigators in pharmaceutical and biotech companies. We sell our products directly to those customers who are primarily located in North America, Europe, and China, and through distributors elsewhere. In addition to being useful research tools, our DNA and RNA in situ hybridization (ISH) assays have diagnostics applications, and several are cleared or currently under review by the FDA in partnership with diagnostics instrument manufacturers and pharmaceutical companies.
The Asuragen-branded products are sold primarily to laboratories for use in lab-developed tests or in kit form as regulated diagnostic tests. The majority of Bio-Techne Diagnostic division’s sales are through OEM agreements, but we sell some of our diagnostic reagent products directly to customers and, in Europe and Asia, also through distributors. No customer accounted for 10% or more of the reporting segment’s consolidated net sales during fiscal 2026, 2025 or 2024.
MANUFACTURING AND MATERIALS
Our manufacturing operations use a wide variety of raw materials and components, including electronic components, chemicals and biological materials. No single supplier is material, although for some components that require particular specifications or regulatory or other qualifications there may be a single supplier or a limited number of suppliers that can readily provide such components. We utilize a number of techniques to address potential disruption in and other risks relating to our supply chain, which in certain cases includes the use of safety stock, alternative materials, and qualification of multiple supply sources.
The majority of our products are shipped within one day of receipt of the customers’ orders, other than our instruments and related cartridges, which are typically shipped within one to two weeks of receipt of an order. There was no significant
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backlog of orders for our products as of the date of this Annual Report on Form 10-K or as of a comparable date. For additional discussion of risks relating to supply chain and manufacturing, refer to “Item 1A. Risk Factors.”
COMPETITION
Although our segments both generally operate in highly competitive markets, it is difficult to determine our competitive position, either in the aggregate or by segment, since none of our competitors offer all of the same product and service lines or serve all of the same markets as the Company or its segments. Because of the range of the products and services we sell, we encounter a wide variety of competitors, including a number of large, global companies or divisions of such companies with substantial capabilities and resources, as well as a number of smaller, niche competitors with specialized product offerings. We have seen increased competition in a number of our markets as a result of the entry of new companies into certain markets, the entry of competitors based in low-cost manufacturing locations, and increasing consolidation in particular markets. The number of competitors varies by product line. Key competitive factors vary among the Company’s businesses, but include the specific factors noted above with respect to each particular business and typically also include price, quality and safety, performance, delivery speed, application expertise, service and support, technology and innovation, distribution network, breadth of product, service and software offerings, and brand name recognition. We believe our competitive position is strong due to the unique aspects of many of our products and our product quality. For a discussion of risks related to competition, refer to “Item 1A. Risk Factors.”
SEASONALITY OF BUSINESS
Bio-Techne believes there is some seasonality as a result of vacation and academic schedules of its worldwide customer base, particularly for the Protein Sciences segment.
A majority of Bio-Techne Diagnostic division products are manufactured in large bulk lots and sold on a schedule set by the customer. Consequently, sales for that division can be unpredictable, and not necessarily based on seasonality. As a result, we can experience material and sometimes unpredictable fluctuations in our revenue from the Diagnostics and Spatial Biology segment.
GOVERNMENT CONTRACTS
Although the Company transacts business with various government entities, no government contract is of such magnitude that renegotiation or termination of the contract at the election of the government entity would have a material adverse effect on the Company’s financial results. As a party to these contracts, Bio-Techne does have to comply with certain regulations that apply to companies doing business with governments. For a discussion of risks related to government contracting requirements, see “Item 1A. Risk Factors.”
NEW PRODUCTS AND RESEARCH AND DEVELOPMENT
We believe that our future success depends, to a large extent, on our ability to keep pace with changing technologies and market needs. Bio-Techne is engaged in continuous research and development in all of our major product lines. We also carry out research to develop new products that build upon and expand the technologies we acquire through our acquisition strategy. In fiscal 2026, we introduced over 1,900 new products. While this is an area of focus for the Company, there is no assurance that any of the products in the research and development phases can be successfully completed or, if completed, can be successfully introduced into the marketplace.
PENDING MERGER WITH MERCK KGAA, DARMSTADT, GERMANY
On June 25, 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”) and EMD Holdings NewCo, Inc. (“Merger Sub”), a Minnesota corporation and a wholly-owned subsidiary of Parent. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will be merged with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly-owned subsidiary of Parent. At the effective time of the Merger (the “Effective Time”), each share of our common stock (other than Company Restricted Stock (as defined in the Merger Agreement)) that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will automatically be converted into the right to receive $73.00 in cash, without
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any interest thereon and less any required tax withholdings and all of such shares of our common stock will cease to be outstanding and cease to exist. The Merger 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 the Company’s shareholders. For more information, see Note 1 to our Consolidated Financial Statements as of and for the fiscal year ended June 30, 2026 and our proxy statement filed with the SEC on August 20, 2026.
HUMAN CAPITAL
Through its subsidiaries, Bio-Techne employed approximately 3,000 full-time and part-time employees as of June 30, 2026, of whom approximately 2,200 were employed in the U.S. and approximately 800 outside the U.S. None of the U.S. employees are unionized. Outside the U.S., the Company has government-mandated collective bargaining arrangements or work councils in certain countries.
Bio-Techne is committed to attracting, developing, engaging, and retaining the best people possible from around the world to sustain and grow our leadership position in life sciences tools and diagnostics. We strive to create an employee experience that allows each to achieve their full potential. This is demonstrated by our EPIC values of Empowerment, Passion, Innovation and Collaboration. We continuously build on our people-first culture, led by uncompromising integrity, hosting a place of belonging, granting access to innovation and respecting human rights around the globe.
Our people strategy spans multiple key dimensions, including the following:
Culture and Governance
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Financial statements
data from SEC XBRL filings. Values are as-reported; restatements supersede originals. Values reported in .
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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various “Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” located at the end of this MD&A and “Forward-Looking Information and Cautionary Statements” and “Risk Factors” within Items 1 and 1A of this Form 10-K.
OVERVIEW
Bio-Techne develops, manufactures and sells life science reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we sell integral components of scientific investigations into biological processes and molecular diagnostics, revealing the nature, diagnosis, etiology and progression of specific diseases. Our products aid in drug discovery efforts and provide the means for accurate clinical tests and diagnoses.
We manage the business in two operating segments – our Protein Sciences segment and our Diagnostics and Spatial Biology segment. Our Protein Sciences segment is a leading developer and manufacturer of high-quality biological reagents used in all aspects of life science research, diagnostics and cell and gene therapy. This segment also includes proteomic analytical tools, both manual and automated, that offer researchers and pharmaceutical manufacturers efficient and streamlined options for automated western blot and multiplexed ELISA workflow. Our Diagnostics and Spatial Biology segment develops and manufactures diagnostic products, including controls, calibrators, and diagnostic assays for the regulated diagnostics market, advanced tissue-based in-situ hybridization assays and instrumentation for spatial genomic and tissue biopsy analysis, and genetic and oncology kits for research and clinical applications.
PENDING MERGER WITH MERCK KGAA, DARMSTADT, GERMANY
On June 25, 2026, the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”), with Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving as a wholly-owned subsidiary of Parent.
At the effective time of the Merger (the “Effective Time”), each share of the Company’s common stock, par value $0.01 per share, (each, a “Share”) (other than Company Restricted Stock (as defined in the Merger Agreement)) issued and outstanding immediately prior to the Effective Time (other than Excluded Shares (as defined in the Merger Agreement)) will automatically be converted into the right to receive $73.00 in cash (the “Merger Consideration”), without any interest thereon and less any required tax withholdings and all of such Shares will cease to be outstanding and cease to exist.
If the Merger Agreement is terminated under certain specified circumstances, we or Parent will be required to pay a termination fee to the other party. The Company will be required to pay Parent a termination fee of approximately $230.5 million under specified circumstances, including termination of the Merger Agreement in connection with our entry into an agreement with respect to a Superior Proposal (as defined in the Merger Agreement) at any time prior to us receiving shareholder approval of the Merger Agreement, or termination by Parent if the Company’s Board of Directors effects a Change of Company Recommendation (as defined in the Merger Agreement). Parent will be required to pay the Company a termination fee of approximately $576.1 million under specified circumstances, including termination of the Merger Agreement due to the failure to consummate the Merger by the Outside Date (as defined in the Merger Agreement) as a
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result of the failure to obtain certain required regulatory approvals or due to a permanent injunction arising from Antitrust Laws or Investment Screening Laws (each as defined in the Merger Agreement) if certain other conditions are met.
Consummation of the Merger is subject to customary closing conditions, including: (i) the approval of the Merger Agreement (including the “plan of merger” for purposes of the Minnesota Business Corporation Act) by the affirmative vote of the holders of a majority of the voting power of all of the Shares outstanding and entitled to vote thereon at the meeting of the Company’s shareholders held for the purpose of voting upon the approval of the Merger Agreement; (ii) the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and all other scheduled antitrust or investment screening law approvals having been obtained (or the applicable waiting periods having expired or terminated) (such approvals, collectively, the “Required Approvals”); (iii) no governmental entity of competent jurisdiction having issued or entered any order, injunction or decree or enacted, enforced, issued, promulgated, entered or adopted any law, in each case, that is continuing in effect and that prohibits, enjoins or otherwise prevents the consummation of the Merger; (iv) accuracy of the other party’s representations and warranties, subject to certain customary materiality or de minimis standards set forth in the Merger Agreement; (v) the other party’s compliance with its obligations and covenants required under the Merger Agreement, subject to certain materiality standards; and (vi) with respect to the obligations of Parent and Merger Sub, the Required Approvals not containing, individually or in the aggregate, a Burdensome Condition (as defined in the Merger Agreement). The Merger is expected to close by late 2026 or early 2027.
RECENT ACQUISITIONS
A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions. As disclosed in Note 4, the Company completed the acquisition of Lunaphore in fiscal 2024 for $169.7 million, in a cash-free, debt-free acquisition.
OVERALL RESULTS
Operational Update
For fiscal 2026, consolidated net sales remained flat at $1.2 billion as compared to fiscal 2025. Organic revenue remained flat from the prior year. Foreign currency translation had a favorable impact of 2% and a business held-for-sale had an unfavorable impact of 2%.
Consolidated net earnings for fiscal 2026 increased 148% compared to fiscal 2025. The increase in earnings 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. After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, investment loss and other non-operating loss, stock-based compensation, restructuring and restructuring-related costs, impairment (recovery) of assets held-for-sale, and impact of businesses held-for-sale, adjusted net earnings decreased 1% in fiscal 2026 as compared to fiscal 2025. Adjusted net earnings was primarily impacted by unfavorable product mix and pricing pressures.
For fiscal 2025, consolidated net sales increased 5% as compared to fiscal 2024. Organic growth was 5% and foreign currency translation and a business held-for-sale did not have a material impact. Organic revenue growth was primarily driven by strong commercial execution in our Protein Sciences segment.
Consolidated net earnings for fiscal 2025 decreased 56% compared to fiscal 2024. The decrease in earnings was impacted by a non-recurring loss on an arbitration award, impairment of assets held-for-sale, and restructuring and restructuring-related charges. After adjusting for cost recognized upon sale of acquired inventory, intangibles amortization, acquisition-related costs, certain litigation charges, gain on sale of investments, stock-based compensation, restructuring and restructuring-related costs, impairment of assets held-for-sale, and impact of business held-for-sale, adjusted net earnings increased 8% in fiscal 2025 as compared to fiscal 2024. Adjusted net earnings was primarily impacted by favorable volume leverage within Protein Sciences.
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RESULTS OF OPERATIONS
Net Sales
Consolidated organic net sales exclude the impact of companies acquired during the first 12 months post-acquisition and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, Chinese yuan, and Swiss franc) into U.S. dollars.
Consolidated net sales growth was as follows:
| | | | | | | | | | |
| | | Year Ended June 30, |
| ||||||
| | | 2026 | | | 2025 | | | 2024 | |
Organic sales growth |
| | 0 | % | | 5 | % | | 1 | % |
Acquisitions sales growth |
| | — | % | | — | % | | 1 | % |
Impact of foreign currency fluctuations |
| | 2 | % | | 0 | % | | 0 | % |
Impact of business held for sale(1) | | | (2) | % | | 0 | % | | 0 | % |
Consolidated net sales growth |
| | 0 | % | | 5 | % | | 2 | % |
| (1) | Fiscal 2026 relates to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. Fiscal 2025 and 2024 relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023 |
Consolidated net sales by segment were as follows (in thousands):
| | | | | | | | | |
| | Year Ended June 30, | |||||||
| | 2026 | | 2025 | | 2024 | |||
Protein Sciences | | $ | 874,620 | | $ | 870,245 | | $ | 830,902 |
Diagnostics and Spatial Biology | |
| 336,365 | |
| 346,263 | |
| 326,392 |
Other revenue(1) | | | 5,439 | | | 4,152 | | | 4,153 |
Intersegment | |
| (1,385) | |
| (1,025) | |
| (2,387) |
Consolidated net sales | | $ | 1,215,039 | | $ | 1,219,635 | | $ | 1,159,060 |
| (1) | Fiscal 2026 amount relates to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. Fiscal 2025 and 2024 amounts relate to the Protein Sciences segment business that met the held-for-sale criteria on December 31, 2023, and includes the twelve-month and six-month results, respectively, while the business met the held-for-sale criteria. |
In fiscal 2026, Protein Sciences segment net sales increased 1% compared to fiscal 2025. Organic revenue for the segment decreased 1% for the fiscal year, and foreign currency exchange had a favorable impact of 2%. Segment revenue was impacted by unfavorable product mix and pricing pressures.
In fiscal 2026, Diagnostics and Spatial Biology segment net sales decreased 3% compared to fiscal 2025. A business within the Diagnostics and Spatial Biology Segment met the criteria as held-for-sale since June 30, 2025. The exclusion of fiscal 2026 sales related to the held-for-sale business had an unfavorable impact of 8% on sales. Organic growth for the segment was 4% and foreign currency exchange had a favorable impact of 1% on revenue growth. Segment revenue was impacted by the Exosome Diagnostics divestiture partially offset by favorable volume growth.
In fiscal 2025, Protein Sciences segment net sales increased 5% compared to fiscal 2024. A business within the Protein Sciences segment met the criteria as held-for-sale since December 31, 2023. The exclusion of fiscal 2025 sales related to a held-for-sale business did not have a material impact on sales. Organic revenue for the segment increased 5% for the fiscal year, and foreign currency exchange did not have a material impact on revenue growth. Segment revenue was driven by strong proteomic analytical solutions and cell therapy performance and commercial execution.
In fiscal 2025, Diagnostics and Spatial Biology segment net sales increased 6% compared to fiscal 2024. Organic growth for the segment was 6% and foreign currency exchange did not have a material impact on revenue growth. Segment growth was driven by broad based molecular diagnostics performance and Lunaphore’s organic growth.
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Gross Margins
Consolidated gross margins were 65.8%, 64.8%, and 66.4% in fiscal 2026, 2025, and 2024, respectively. Consolidated gross margin in fiscal 2026 was impacted by decreased restructuring-related costs for manufacturing optimization from the prior period. Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, restructuring and restructuring-related costs, and the impact of businesses held-for-sale, adjusted gross margins were 69.6%, 70.4%, and 71.0% in fiscal 2026, 2025, and 2024, respectively. Fiscal 2026 consolidated adjusted gross margin was impacted by unfavorable product mix when compared to the prior period. Fiscal 2025 consolidated adjusted gross margin was impacted by the reinstatement of incentive accruals and an unfavorable product mix when compared to the prior period.
A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold, intangible amortization included in cost of sales, stock compensation expense included in cost of sales, restructuring and restructuring-related expenses, and impact of business held-for-sale is as follows ($ in thousands):
| | | | | | | | | | |
| | | Year Ended June 30, | | ||||||
| | | 2026 | | | 2025 | | | 2024 |
|
Total consolidated net sales |
| $ | 1,215,039 | | $ | 1,219,635 | | $ | 1,159,060 | |
Business held-for-sale(1) |
| | 5,439 | | | 4,152 | | | 4,153 | |
Revenue from recurring operations | | $ | 1,209,600 | | $ | 1,215,483 | | $ | 1,154,907 | |
| | | | | | | | | | |
Gross margin - GAAP |
| $ | 799,071 | | $ | 790,272 | | $ | 769,725 | |
Gross margin percentage - GAAP | | | 65.8 | % | | 64.8 | % | | 66.4 | % |
| | | | | | | | | | |
Identified Adjustments: | | | | | | | | | | |
Costs recognized upon sale of acquired inventory | | $ | — | | $ | 751 | | $ | 729 | |
Amortization of intangibles |
| | 37,799 | | | 44,035 | | | 46,609 | |
Stock compensation expense - COGS | | | 1,534 | | | 1,298 | | | 825 | |
Restructuring and restructuring-related costs | | | 5,805 | | | 20,094 | | | 3,348 | |
Impact of business held-for-sale(1) | | | (2,581) | | | (147) | | | (943) | |
Adjusted gross margin | | $ | 841,628 | | $ | 856,303 | | $ | 820,293 | |
Adjusted gross margin percentage(2) |
| | 69.6 | % | | 70.4 | % | | 71.0 | % |
(1) | Fiscal 2026 amounts relate to the Diagnostics and Spatial Biology segment business that met the held-for-sale criteria on June 30, 2025. Fiscal 2025 and 2024 amounts relate to the Protein Sciences segment business that met the held for sale criteria on December 31, 2023. Fiscal 2025 and 2024 amounts include the twelve-month and six-month results, respectively, while the business met the held-for-sale criteria. |
(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. |
Management uses adjusted operating results to monitor and evaluate performance of the Company’s two segments. Segment gross margins, as a percentage of net sales, were as follows:
| | | | | | | |
| | Year Ended June 30, |
| ||||
| | 2026 | | 2025 | | 2024 |
|
Protein Sciences |
| 75.0 | % | 75.6 | % | 75.7 | % |
Diagnostics and Spatial Biology |
| 55.2 | % | 57.3 | % | 58.7 | % |
The decrease in the Protein Sciences segment’s gross margin percentage for fiscal 2026 as compared to fiscal 2025 was primarily attributable to unfavorable product mix and pricing pressure within the segment. The change in the Protein Sciences segment’s gross margin percentage for fiscal 2025 compared to fiscal 2024 was primarily attributable to the mix of product sales within the segment.
The decrease in the Diagnostics and Spatial Biology segment’s gross margin percentage for fiscal 2026 as compared to fiscal 2025 is primarily attributable to unfavorable product mix within the segment. The change in the Diagnostics and
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Spatial Biology segment’s gross margin percentage for fiscal 2025 as compared to fiscal 2024 is primarily attributable to reinstatement of incentive accruals and an unfavorable mix of product sales within the segment.
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased $136.1 million (23%) in fiscal 2026 when compared to fiscal 2025. Selling, general, and administrative expenses decreased primarily due to an impairment of assets held-for sale in the prior year and a non-recurring loss on an arbitration award in the prior year.
Selling, general and administrative expenses increased $122.1 million (26%) in fiscal 2025 when compared to fiscal 2024. Selling, general, and administrative expenses increased primarily due to a non-recurring arbitration award and impairment of assets held-for-sale.
Consolidated Selling, general and administrative expenses were composed of the following (in thousands):
| | | | | | | | | |
| | Year Ended June 30, | |||||||
| | 2026 | | 2025 | | 2024 | |||
Protein Sciences | | $ | 238,994 | | $ | 230,046 | | $ | 217,595 |
Diagnostics and Spatial Biology | |
| 115,209 | |
| 136,103 | |
| 127,131 |
Total segment expenses | |
| 354,203 | |
| 366,149 | |
| 344,726 |
Amortization of intangibles | |
| 23,383 | |
| 31,285 | |
| 31,710 |
Acquisition related expenses | |
| 7,988 | |
| 11,672 | |
| 6,980 |
Legal fees | | | 5,513 | | | 41,827 | | | 3,506 |
Restructuring and restructuring-related costs | |
| 14,984 | |
| 8,137 | |
| 8,896 |
Stock-based compensation | |
| 41,104 | |
| 40,860 | |
| 39,452 |
(Recovery) Impairment of assets held-for-sale | | | (6,120) | | | 80,503 | | | 21,963 |
Corporate selling, general and administrative expenses | |
| 11,360 | |
| 8,088 | |
| 9,142 |
Total selling, general and administrative expenses | | $ | 452,415 | | $ | 588,521 | | $ | 466,375 |
Research and Development Expenses
Research and development expenses decreased $4.7 million (5%) and increased $2.8 million (3%) in fiscal 2026 and 2025, respectively, as compared to prior year periods. The decrease in research and development expenses in fiscal 2026 compared to the prior period was primarily attributable to the divestiture of the Exosome Diagnostics business in our Diagnostics and Spatial Biology segment. The increase in research and development expenses in fiscal 2025 compared to the prior period was primarily attributable to strategic growth investments including the acquisition of Lunaphore in fiscal 2024.
Consolidated Research and development expenses were composed of the following (in thousands):
| | | | | | | | | |
| | Year Ended June 30, | |||||||
| | 2026 | | 2025 | | 2024 | |||
Protein Sciences | | $ | 57,389 | | $ | 58,607 | | $ | 56,911 |
Diagnostics and Spatial Biology | |
| 37,377 | |
| 40,889 | |
| 39,753 |
Total research and development expenses | | $ | 94,766 | | $ | 99,496 | | $ | 96,664 |
Net Interest Expense
Net interest expense for fiscal 2026, 2025, and 2024 was $5.4 million, $4.6 million, and $12.4 million, respectively. During fiscal 2026, our cash flow swap matured, leading to increased interest expense compared to fiscal 2025. Net interest expense in fiscal 2025 decreased when compared to fiscal 2024 as average monthly outstanding debt was lower than fiscal 2024, leading to decreased interest expense compared to fiscal 2024.
40
Other Non-Operating Income / (Expense), Net
Other non-operating income/(expense), net, consists of foreign currency transaction gains and losses, building expenses related to rental property and the Company’s gains and losses on investments as follows (in thousands):
| | | | | | | | | |
| | Year Ended June 30, | |||||||
| | 2026 | | 2025 | | 2024 | |||
Foreign currency gains (losses) | | $ | (97) | | $ | 1,447 | | $ | (726) |
Real estate taxes, depreciation and utilities | |
| (1,644) | |
| (1,590) | |
| (1,630) |
Gain (Loss) on investments(1) | |
| (5,862) | |
| — | |
| 283 |
Gain (Loss) on equity method investment | | | 887 | | | 938 | | | (6,841) |
Miscellaneous income (expense) | |
| 913 | |
| 36 | |
| 330 |
Other non-operating income (expense), net | | $ | (5,803) | | $ | 831 | | $ | (8,584) |
| (1) | In fiscal 2026, the Company recognized a loss of $5.9 million related to our investment in MDxHealth. |
Income Taxes
Income taxes for fiscal 2026, 2025, and 2024 were at effective rates of 24.4%, 25.5%, and 9.5%, respectively, of consolidated earnings before income taxes. The change in the effective tax rate for fiscal 2026 compared to fiscal 2025 was driven by discrete tax items.
Next expected filings
- ~2026-11-05 10-Q expected by 2026-11-08 (in 7 days)
- ~2027-02-04 10-Q expected by 2027-02-07 (in 98 days)
- ~2027-05-06 10-Q expected by 2027-05-09 (in 189 days)
- ~2027-08-23 10-K expected by 2027-08-27 (in 298 days)
Predicted from historical filing cadence; not an SEC commitment.
Recent SEC filings
- 2026-10-28 10-K/A Annual Report (Amended)
- 2026-09-14 8-K Other Events
- 2026-08-24 10-K Annual Report
- 2026-08-12 8-K Earnings Release; Other Events; Financial Statements and Exhibits
- 2026-08-10 PREM14A PREM14A
- 2026-06-26 8-K Material Agreement Entered; Officer/Director Change; Financial Statements and Exhibits
- 2026-05-06 8-K Earnings Release; Other Events; Financial Statements and Exhibits
- 2026-05-06 10-Q Quarterly Report
- 2026-02-11 8-K Officer/Director Change; Other Events; Financial Statements and Exhibits
- 2026-02-04 10-Q Quarterly Report
- 2026-02-04 8-K Earnings Release; Other Events; Financial Statements and Exhibits
- 2025-11-05 10-Q Quarterly Report
- 2025-11-05 8-K Earnings Release; Shareholder Vote Results; Other Events; Financial Statements and Exhibits
- 2025-08-22 10-K Annual Report
- 2025-08-06 8-K Earnings Release; Other Events; Financial Statements and Exhibits