16 unchanged sentences
A key component of the Company's strategy is to augment internal growth at existing businesses with complementary acquisitions.
−Removed: The Company did not make any acquisitions in fiscal year 2022.
−Removed: As disclosed in Note 1, the Company made a $25 million investment in a forward contract, which allows the Company to acquire Wilson Wolf based on certain revenue or EBITDA thresholds being met.
−Removed: As further disclosed in Note 13, the Company closed on the acquisition of Namocell, Inc on July 1, 2022.
+Added: As disclosed in Note 4, the Company completed the acquisition of Namocell, Inc for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of future milestones.
+Added: We also purchased a 19.9% investment in Wilson Wolf and, as disclosed in Note 1, will acquire the remaining shares in Wilson Wolf by the end of calendar year 2027, or earlier depending on the achievement of certain future milestones.
+Added: As further disclosed in Note 14, the Company closed on the acquisition of Lunaphore Technologies SA on July 7, 2023.
OVERALL RESULTS
1 unchanged sentence
For fiscal 2023, consolidated net sales increased 3% as compared to fiscal 2022.
+Added: Organic growth was 5%, with foreign currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact.
+Added: Organic revenue growth was primarily driven by consumable growth in both our Diagnostics and Genomics and Protein Sciences segments .
+Added: Consolidated earnings, including non-controlling interest, increased 8% compared to fiscal 2022.
+Added: The increase in earnings was driven by a gain on the sale of our ChemoCentryx investment and a gain on the sale of our investment in Changzhou Eminence Biotechnology Co., Ltd.
+Added: After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, gain on investments, and impact from partially-owned consolidated subsidiaries, adjusted net earnings attributable to Bio-Techne decreased 1% in fiscal 2023 as compared to
+Added: Adjusted net earnings attributable to Bio-Techne was primarily impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition.
+Added: For fiscal 2022, consolidated net sales increased 19% as compared to fiscal 2021.
Organic growth was 17%, with acquisitions having a favorable impact of 3% and foreign currency translation having an unfavorable impact of 1%.
Organic revenue growth was broad based and driven by overall execution of the Company's long-term growth strategy.
−Removed: Consolidated earnings, including non-controlling interest, increased 88% compared to fiscal 2021.
+Added: Consolidated earnings, including non-controlling interest, increased 88% in fiscal 2022 compared to fiscal 2021.
The increase in earnings was driven by non-operating mark-to-market gain of $16 million on our ChemoCentryx investment in fiscal year 2022, compared to a loss on the investment of $67.9 million in the prior fiscal year.
Additionally, fiscal year 2022 had adjustments of $20.4 million of benefit related to contingent considerations as compared to a charge of $5.3 million in the prior fiscal year.
−Removed: After adjusting for acquisition related costs, intangibles amortization, stock-based compensation,
−Removed: restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021.
+Added: After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the gain on investment, and impact from partially-owned consolidated subsidiaries, adjusted net earnings increased 18% in fiscal 2022 as compared to fiscal 2021.
Adjusted earnings growth was primarily driven by sales growth.
−Removed: For fiscal 2021, consolidated net sales increased 26% as compared to fiscal 2020.
−Removed: Organic growth was 22%, with currency translation and acquisitions having a 3% and 1% impact on revenue respectively.
−Removed: Organic revenue growth was broad based and driven by accelerated momentum of the Company's long-term growth strategy as well as customer site closures in the latter half of fiscal 2020 due to the COVID-19 pandemic.
−Removed: For fiscal 2021, consolidated earnings, including non-controlling interest, decreased 39% compared to fiscal 2020.
−Removed: The decrease in earnings was primarily due to a non-operating loss of approximately $67.9 million on our ChemoCentryx investment, compared to a gain on investment of $137 million in the last fiscal year.
−Removed: After adjusting for acquisition related costs, intangibles amortization, stock-based compensation, restructuring costs, the loss on investment, certain income tax items in both years, and non-controlling interest, adjusted net earnings increased 52% in fiscal 2021 as compared to fiscal 2020.
−Removed: Adjusted earnings growth was driven by the reopening of customer sites closing during the latter half of fiscal 2020, volume leverage, operational productivity, and product mix.
Business Strategy Update
1 unchanged sentence
The Company’s key business strategies for long-term growth and profitability continue to be geographic expansion, core product innovation, acquisitions and talent retention and development.
−Removed: The Company was also focused on evaluating how climate change impacts from our business operations might be measured and mitigated, with the plan of integrating consideration of greenhouse gas emissions and other climate variables into those key business strategies.
+Added: As a Company, we are integrating consideration of greenhouse gas emissions and other environmental variables into our key business strategies.
+Added: The Company also strives to innovate and improve all aspects of Bio-Techne’s operations, including reducing the environmental impacts of our manufacturing operations.
+Added: As described in our Corporate Sustainability Report, among other initiatives, the Company is currently focused on establishing a baseline for emissions to develop appropriate emission reduction targets, as well as reducing our environmental footprint through changes in packaging and shipping materials.
In response to the COVID-19 pandemic, the Company took additional steps to monitor and strengthen our supply chain to maintain an uninterrupted supply of our critical products and services.
1 unchanged sentence
The financial impact of potential environmental regulations pertaining to carbon emissions or the integration of climate change impacts into our core business strategies are not expected to materially alter the Company’s near-term financial results.
−Removed: Additionally, the Company is creating a cross-functional internal council to evaluate potential long-term business impacts while driving long-term sustainability solutions.
−Removed: In driving our four key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information.
+Added: Additionally, the Company has established a cross-functional internal council and working group to monitor and report on its sustainability efforts, including those related to measuring and mitigating greenhouse gas emissions.
+Added: In driving our key business strategies, the Company utilizes digital networks and systems for data transmission, transaction processing, and storing of electronic information.
As disclosed in “Item 1A.
18 unchanged sentences
In fiscal 2023, Protein Sciences segment net sales increased 2% compared to fiscal 2022.
+Added: Organic growth for the segment was 4% for the fiscal year, with currency translation having an unfavorable impact of 2% and acquisitions having an immaterial impact on revenue growth.
+Added: Segment growth was driven by growth in consumable revenue to BioPharma (especially those developing cell and gene therapies) and Academic customers within the Americas and Europe.
+Added: In fiscal 2023, Diagnostics and Genomics segment net sales increased 6% compared to fiscal 2022.
+Added: Organic growth for the segment was 8% with currency translation having an unfavorable impact of 2%.
+Added: Segment growth was driven by growth in consumable revenue from our Spatial Biology platform and an increase in service revenue related to our ExoDx Prostate test.
+Added: In fiscal 2022, Protein Sciences segment net sales increased 18% compared to fiscal 2021.
Organic growth for the segment was 19% for the fiscal year, with currency translation having an unfavorable 1% impact on revenue.
4 unchanged sentences
Organic growth was driven by an exclusive agreement entered into for development, finalization and commercialization of our ExoTRU kidney transplant rejection test, and continued strength in our diagnostic reagent product lines.
−Removed: In fiscal 2021, Protein Sciences segment net sales increased 27% compared to fiscal 2020.
−Removed: Organic growth for the segment was 24% for the fiscal year, with foreign currency translation having a favorable impact of 3%, and acquisitions contributing an immaterial amount.
−Removed: Overall segment growth was driven by continued market acceptance of our portfolio of productivity enhancing solutions across end-markets and geographies combined with the reopening of customer sites that were closed in the latter half of fiscal 2020 due to COVID-19.
−Removed: In fiscal 2021, Diagnostics and Genomics segment net sales increased 23% compared to fiscal 2020.
−Removed: Organic growth was 18% with acquisitions and foreign currency having a favorable impact of 4% and 1% impact on revenue, respectively.
−Removed: Overall segment revenue growth was driven by broad based organic growth across product lines and geographies and the acquisition of Asuragen in the fourth quarter of fiscal year 2021.
−Removed: RNAscope products had an exceptional year in both the Academia and Bio-Pharma end markets, while the Exosome product line also provided year over year growth despite navigating limitations and/or customer avoidance of non-essential medical procedures throughout fiscal 2021 associated with the COVID-19 pandemic.
Gross Margins
Consolidated gross margins were 67.7%, 68.4%, and 68.0% in fiscal 2023, 2022, and 2021.
−Removed: Consolidated gross margins were positively impacted as a result of broad based revenue growth.
+Added: Consolidated gross margins were impacted by revenue.
Excluding the impact of acquired inventory sold, amortization of intangibles, stock compensation expense, and the impact of partially-owned consolidated subsidiaries, adjusted gross margins were 71.7%, 72.5%, and 72.3% in fiscal 2023, 2022, and 2021, respectively.
−Removed: Fiscal 2022 adjusted gross margin was positively impacted by volume leverage and product mix, partially offset by additional investments made in the business to support future growth, when compared to fiscal 2020 and fiscal 2019.
+Added: Fiscal 2023 consolidated gross margin was unfavorably impacted by foreign currency exchange and strategic growth investments including the Namocell acquisition when compared to the prior period.
+Added: Consolidated gross margins for fiscal 2022 and fiscal 2021 were impacted as a result of volume leverage and product mix, partially offset by additional investments made in the business to support future growth.
A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold and intangible amortization included in cost of sales, is as follows:
7 unchanged sentences
Non-GAAP adjusted gross margin percentage
−Removed: (1) Adjusted gross margin percentages for fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company’s adjusted gross margin percentage.
+Added: (1) Adjusted gross margin percentages for fiscal 2021 have been updated for comparability to fiscal 2022 and fiscal 2023 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company’s adjusted gross margin percentage.
Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and changes in product mix.
5 unchanged sentences
Diagnostics and Genomics
−Removed: The changes in the Protein Sciences segment’s gross margin percentage for fiscal 2022 as compared to fiscal 2021 and 2020 was primarily attributable to mix of product sales within the segment.
−Removed: The increase in the Diagnostics and Genomics segment’s gross margin for fiscal 2022 as compared to fiscal 2021 and fiscal 2020 was primarily due to volume leverage.
+Added: The change in the Protein Sciences segment’s gross margin percentage for fiscal 2023 as compared to fiscal 2022 and 2021 was primarily attributable to mix of product sales within the segment.
+Added: The change in the Diagnostics and Genomics segment’s gross margin is related to fiscal 2022 revenue related to the ExoTru kidney transplant rejection agreement that did not occur in fiscal 2023 nor fiscal 2021.
+Added: Fiscal 2023 compared to fiscal 2022 was also impacted by strategic investments to drive future growth that was partially offset by volume leverage.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $5.6 million (2%) in fiscal 2023 when compared to fiscal 2022.
−Removed: Selling, general, and administrative expenses increased primarily due to the full year impact of prior year’s Asuragen acquisition and strategic investments made in the business to support future growth.
+Added: Selling, general, and administrative expenses increased primarily due to strategic investments made in the business to support future growth including the Namocell acquisition.
Selling, general and administrative expenses increased $47.8 million (15%) in fiscal 2022 when compared to fiscal 2021.
−Removed: Selling, general, and administrative expenses increased primarily due to investments made by the Company to support volume growth within each of the segments as well as additional expenses related to the acquisition of Asuragen, Inc.
+Added: Selling, general, and administrative expenses increased primarily due to the full year impact of fiscal 2021’s Asuragen acquisition and strategic investments made in the business to support future growth.
Consolidated selling, general and administrative expenses were composed of the following (in thousands):
6 unchanged sentences
Eminence Impairment (1)
−Removed: Gain on escrow litigation
Restructuring costs
5 unchanged sentences
Research and development expenses increased $5.4 million (6%) and $16.5 million (23%) in fiscal 2023 and 2022, respectively, as compared to prior year periods.
−Removed: The increase in research and development expenses in fiscal 2022 as compared to 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021.
−Removed: The increase in research and development expenses in fiscal 2021 as compared to fiscal 2020 was primarily attributable to continued investment in future growth platforms of the Company and recent acquisitions.
+Added: The increase in research and development expenses in fiscal 2023 as compared to 2022 was primarily attributable to strategic growth investments including the Namocell acquisition.
+Added: The increase in research and development expenses in fiscal 2022 as compared to fiscal 2021 was primarily attributable to strategic growth investments and the Asuragen acquisition in the fourth quarter of fiscal 2021.
Year Ended June 30,
6 unchanged sentences
Net interest income/(expense) for fiscal 2023, 2022, and 2021 was ($7.8) million, $(10.5) million, and $(13.5) million, respectively.
−Removed: Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative.
−Removed: Net interest expense in fiscal 2021 decreased when compared to fiscal 2020 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our variable interest derivative.
−Removed: Other Non-Operating Expense, Net
+Added: Net interest expense in fiscal 2023 decreased when compared to fiscal 2022 due to a favorable rate on a forward starting interest rate swap as disclosed in Note 5 that went into effect in fiscal year 2023.
+Added: Net interest expense in fiscal 2022 decreased when compared to fiscal 2021 due to a reduction in our average long-term debt, which coincided with a reduction in the notional amount on our previous interest rate swap as disclosed in Note 5.
+Added: Other Non-Operating Income / (Expense), Net
Other non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company’s gains and losses on investments as follows (in thousands):
4 unchanged sentences
Gain (loss) on investment
+Added: Gain (loss) on equity method investment
Miscellaneous (expense) income
Other non-operating income (expense), net
−Removed: During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc.
−Removed: (CCXI) investment.
+Added: During fiscal 2023, the Company recognized gains of $37.2 million related to the sale of our ChemoCentryx, Inc.
+Added: (CCXI) investment, $11.7 million related to the sale of our Eminence investment, and a gain of $0.4 million related to the change in fair value of our exchange traded bond funds.
+Added: Additionally, the Company recognized losses of $1.1 million related to our equity method investment in Wilson Wolf.
+Added: During fiscal 2022, the Company recognized gains of $16.1 million related to changes in fair value associated with changes in the stock price of our CCXI investment.
Additionally, the Company recognized losses of $1.1 million related to changes in fair value associated with changes in the stock price of our exchange traded investment grade bond funds.
−Removed: As described in Note 13, on August 4, 2022, the Company sold all of its shares in CCXI.
−Removed: During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc.
−Removed: (CCXI) investment.
−Removed: During fiscal 2020, the Company recognized gains of $137.5 million related to changes in fair value associated with changes in the stock price of our ChemoCentryx, Inc.
−Removed: (CCXI) investment.
+Added: On August 4, 2022, the Company sold all of its shares in CCXI.
+Added: During fiscal 2021, the Company recognized losses of $67.9 million related to changes in fair value associated with changes in the stock price of our CCXI investment.
Income taxes for fiscal 2023, 2022, and 2021 were at effective rates of 15.7%, 12.7%, and 5.8%, respectively, of consolidated earnings before income taxes.
−Removed: The change in the effective tax rate for fiscal 2022 compared to fiscal 2021 was driven by a mix of increased net income and the dilutive effect the increased net income has on the favorable rate benefits, which are mainly related to share-based compensation.
+Added: The change in the effective tax rate for fiscal 2023 compared to fiscal 2022 was driven by share-based compensation as the number of stock option exercises decreased compared to the prior year comparative period due to the decline in the stock price.
The Company had share-based compensation excess tax benefits of $12.3 million in fiscal 2023.
7 unchanged sentences
Amortization of intangibles
−Removed: Acquisition related expenses
−Removed: Gain on escrow settlement
+Added: Amortization of Wilson Wolf intangible assets and acquired inventory
+Added: Acquisition related expenses and other
Eminence impairment
+Added: Gain on sale of partially-owned consolidated subsidiaries
Stock based compensation, inclusive of employer taxes
Restructuring costs
−Removed: Investment (gain) loss and other
+Added: Investment (gain) loss and other non-operating
Impact of partially-owned subsidiaries (1)
−Removed: Earnings before taxes - Adjusted
+Added: Net earnings before taxes - Adjusted
Non-GAAP tax rate
2 unchanged sentences
Earnings per share - diluted - Adjusted (2)
−Removed: (1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company’s adjusted consolidated net earnings and earnings per share.
+Added: (1) Adjusted consolidated net earnings and earnings per share for fiscal 2021 have been updated for comparability to fiscal 2023 and 2022 for the inclusion of the impact of partially-owned consolidated subsidiaries on the Company’s adjusted consolidated net earnings and earnings per share.
+Added: (2) Prior period share and per share amounts have been retroactively adjusted to reflect the four-for-one stock split effected in the form of a stock dividend in November 2022.
+Added: Refer to Note 1 for details.
Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period to period basis.
4 unchanged sentences
Discrete items
+Added: Impact of non-taxable net gain
Long-term GAAP tax rate
1 unchanged sentence
Stock based compensation
−Removed: Acquisition costs
−Removed: Change in fair value of investments
Total rate impact items
3 unchanged sentences
Cash, cash equivalents and available-for-sale investments at June 30, 2023 were $204.3 million compared to $247.0 million at June 30, 2022.
−Removed: Included in available-for-sale investments at June 30, 2022 and June 30, 2021 was the fair value of the Company’s investment in CCXI of $36.0 million and $20.0 million, respectively, as well as the Company’s exchange traded investment grade bond funds of $23.9 million as of June 30, 2022.
−Removed: The Company purchased these bond funds during the year ended June 30, 2022.
+Added: Included in the available-for-sale-investments was the fair value of the Company’s investment in exchange traded investment grade bond funds, which was $23.7 million as of June 30, 2023 and $23.9 million as of June 30, 2022.
+Added: During the first fiscal quarter, the Company sold its remaining shares of its investment in CCXI.
+Added: As of June 30, 2022, the fair value of the Company’s investment in CCXI was $36.0 million.
+Added: Also included in the June 30, 2022 balance were $14.5 million of certificates of deposit that were sold and not repurchased during fiscal year 2023.
At June 30, 2023, approximately 39% of the Company’s cash and equivalent account balances of $68.5 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K.
and other European countries.
−Removed: At June 30, 2022, approximately 48% of the Company’s available-for-sale investment account balances of $74.5 million were located in the U.S., with the remaining 32% in Canada and 20% in China.
+Added: At June 30, 2023, all of the Company’s available-for-sale investment account balances of $23.7 million were located in Canada.
+Added: At June 30, 2023, we had $350 million in borrowings under the revolving credit facility, resulting in $650 million of unutilized availability under our revolving credit facility.
The Company has either paid U.S.
4 unchanged sentences
The Company generated cash from operations of $254.4 million, $325.3 million, and $352.2 million in fiscal 2023, 2022, and 2021 respectively.
+Added: The decrease in cash generated from operating activities in fiscal 2023 as compared to fiscal 2022 was mainly a result of changes in net earnings and changes in the timing of cash payments on certain operating assets and liabilities.
The decrease in cash generated from operating activities in fiscal 2022 as compared to fiscal 2021 was mainly a result of changes in the timing of cash payments on certain operating assets and liabilities, largely offset by an increase in year over year net earnings.
−Removed: The increase in cash generated from operating activities in fiscal 2021 as compared to fiscal 2020 was mainly a result of an increase in year over year operating income of $79.9 million and a $29.3 million benefit to operating cash from year-over-year changes in operating assets and liabilities as well as a non-cash stock-based compensation expense of $16.6 million.
Cash Flows From Investing Activities
We continue to make investments in our business, including capital expenditures.
−Removed: There are no cash payments for acquisitions during fiscal year 2022.
−Removed: The Company acquired Eminence Biotechnology and Asuragen, Inc.
−Removed: during fiscal year 2021 for a total of approximately $225.4 million, net of cash acquired.
−Removed: The Company did not make any acquisitions in fiscal 2020.
+Added: During fiscal year 2023, the Company acquired Namocell, Inc for $101.2 million, net of cash acquired.
+Added: There were no acquisitions fiscal year 2022.
+Added: The Company acquired Eminence and Asuragen during fiscal year 2021 for a total of approximately $225.4 million, net of cash acquired.
+Added: During the first fiscal quarter of 2023, the Company sold its remaining shares in Eminence, its partially-owned consolidated subsidiary, for $17.8 million.
+Added: There were no sales of businesses in the comparative prior year period.
+Added: In the first fiscal quarter of 2023, the Company sold its remaining shares in its investment in CCXI for $73.2 million.
+Added: There were no comparable activities in the comparative prior year period.
The Company’s net proceeds (outflow) from the purchase, sale and maturity of available-for-sale investments in fiscal 2023, 2022, and 2021 were $14.7 million, $(26.9) million, and $26.7 million, respectively.
−Removed: The decrease in fiscal 2022 compared to fiscal 2021 was driven by the purchase of the exchange traded investment grade bond funds, which have a cost basis of $25.0 million.
−Removed: The decrease in fiscal 2021 compared to fiscal 2020 was driven by the sale of a portion of the CCXI investment in fiscal year 2020, which did not reoccur in fiscal year 2021.
+Added: During fiscal year 2023, the Company’s proceeds in available-for-sale investments relates to the sale of excess cash in certificates of deposit that matured.
+Added: As of June 30, 2023, there were no outstanding certificates of deposit.
+Added: The outflow of cash in fiscal year 2022 compared to fiscal year 2023 and fiscal year 2021 was driven by the purchase of the exchange traded investment
+Added: grade bond funds in fiscal year 2022, which have a cost basis of $25.0 million, that did not reoccur in the comparative periods.
+Added: The proceeds in fiscal 2021 related to the sale of excess cash in certificates of deposit.
The Company’s investment policy is to place excess cash in certificates of deposit with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.
1 unchanged sentence
Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment.
−Removed: Fiscal 2021 capital expenditures related to investments in new buildings, in particular, the Company’s GMP manufacturing facility.
+Added: Fiscal 2023 capital expenditures related to investments in new buildings, machinery, and IT equipment .
Capital additions planned for fiscal 2024 are approximately $65 million and are expected to be financed through currently available cash and cash generated from operations.
Increase in expected additions in fiscal 2024 is related to increasing capacity to meet expected sales growth across the Company.
−Removed: During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or EBITDA thresholds are met.
−Removed: The Company is currently forecasting the first option payment of $231 million to occur in fiscal 2023 with the second option payment of approximately $1 billion plus potential contingent consideration occurring between fiscal 2026 and fiscal 2028.
+Added: During the year ended June 30, 2022, the Company paid $25 million to enter into a two-part forward contract which requires the Company to purchase the full equity interest in Wilson Wolf if certain annual revenue or EBITDA thresholds are met.
+Added: During fiscal year 2023, Wilson Wolf met the EBITDA target and the Company paid an additional $232 million to acquire 19.9% of Wilson Wolf.
+Added: The second option payment of approximately $1 billion plus potential contingent consideration is forecasted to occur between fiscal 2026 and fiscal 2028.
+Added: There were no comparable activities in the comparative prior year period.
Cash Flows From Financing Activities
1 unchanged sentence
The Board of Directors periodically considers the payment of cash dividends.
−Removed: The Company received $77.2 million, $65.1 million, $71.0 million, for the exercise of options for 613,000, 627,000, 743,000 shares of common stock in fiscal 2022, 2021 and 2020, respectively.
+Added: The Company received $29.8 million, $77.2 million, $65.1 million, for the exercise of options for 1,578,000, 2,450,000, and 2,509,000 shares of common stock in fiscal 2023, 2022 and 2021, respectively.
During fiscal 2023, 2022, and 2021, the Company repurchased $19.6 million, $161.0 million, and $43.2 million, respectively, in share repurchases included as a cash outflow within Financing Activities.
1 unchanged sentence
Repayments of $525.7 million, $175.5 million, and $271.5 million were made on its line-of-credit in fiscal 2023, 2022, and 2021, respectively.
+Added: There were no payments during fiscal 2023 for contingent consideration.
During fiscal 2022, the Company made $4.0 million in cash payments towards the Quad contingent consideration liability.
3 unchanged sentences
The Company made $0.3 million in contingent consideration payments, which were classified within operating activities
−Removed: During fiscal 2020, the Company made $4.4 million ($4 million for Quad and $0.4 million for B-MoGen) in cash payments towards the Quad, Exosome, and B-MoGen contingent consideration liabilities.
−Removed: Of the $4.4 million in total payments, $3.4 million is classified as financing on the statement of cash flows.
−Removed: The remaining $1 million is recorded as operating on the statement of cash flows.
During fiscal 2023, 2022 and 2021, the Company paid $28.9 million, $23.5 million and $19.3 million, respectively, for taxes remitted on behalf of participants in net share settlement transactions and restricted stock units.
This is included as a cash outflow within the other financing activities line of the consolidated statements of cash flows.
+Added: The increase in other financing activity during fiscal 2023 compared to fiscal 2022 is primarily related to fees for the amended Credit Agreement that occurred in the first fiscal quarter.
CRITICAL ACCOUNTING POLICIES
9 unchanged sentences
We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition.
−Removed: The calculations used to determine the fair value of the long-lived assets acquired,
−Removed: primarily intangible assets, can be complex and require significant judgment.
+Added: The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment.
We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company’s business;
24 unchanged sentences
For example, different classes of assets will have useful lives that differ.
−Removed: Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher.
+Added: Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income
+Added: in a given period may be higher.
Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill.
7 unchanged sentences
We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.
+Added: The Company tests goodwill for impairment by either performing a qualitative evaluation or a quantitative test.
+Added: The qualitative evaluation for goodwill is an assessment of factors including reporting unit specific operating results as well as industry and market conditions, overall financial performance, and other relevant events and factors to determine whether it is more likely than not that the fair values of a reporting unit is less than its carrying amount, including goodwill.
+Added: The Company may elect to bypass the qualitative assessment for its reporting units and perform a quantitative test.
+Added: The quantitative impairment test requires us to estimate the fair value of our reporting units based on the income approach.
+Added: The income approach is a valuation technique under which we estimate future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant.
+Added: Using historical trending and internal forecasting techniques, we project revenue and apply our fixed and variable cost experience rate to the projected revenue to arrive at the future cash flows.
+Added: A terminal value is then applied to the projected cash flow stream.
+Added: Future estimated cash flows are discounted to their present value to calculate the estimated fair value.
+Added: The discount rate used is the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics.
+Added: In determining the estimated fair value of a reporting unit, we are required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.
+Added: For fiscal 2023, we elected to perform a qualitative analysis for all five reporting units.
+Added: The Company determined, after performing the qualitative analysis, there was no evidence that it is more likely than not that the fair value was less than the carrying amounts, therefore, it was not necessary to perform a quantitative impairment test in fiscal 2023.
+Added: The Company did not identify any triggering events after our annual goodwill impairment analysis through June 30, 2023, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.
In the first quarter of fiscal 2022, the Company combined the management of the Exosome Diagnostics and Asuragen reporting units, both of which are included in the Diagnostics and Genomics operating segment.
1 unchanged sentence
The qualitative assessment identified no indicators of impairment.
−Removed: In the second quarter of fiscal 2022, Changzhou Eminence Biotechnology Co., Ltd.
−Removed: (Eminence) notified the Company of its need for additional capital to execute its growth plan.
+Added: In the second quarter of fiscal 2022 Eminence notified the Company of its need for additional capital to execute its growth plan.
The Company first attempted to find outside equity financing support for the Eminence investment but was unable to do so.
3 unchanged sentences
Given the upcoming liquidation process to dispose of the Eminence assets, the Company identified a triggering event and performed impairment testing during the second quarter of fiscal 2022.
−Removed: The impairment testing resulted in a full impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022.
+Added: The impairment testing resulted in a full
+Added: impairment of the Eminence goodwill and intangible assets, which resulted in charges of $8.3 million and $8.6 million, respectively, for the year ended June 30, 2022.
The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively.
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The Company also had $4.5 million related to current liabilities.
−Removed: The Company holds a financial interest of approximately 57.4% in those tangible assets in the upcoming liquidation process.
−Removed: 2022 Goodwill Impairment Analyses
−Removed: In completing our 2022 annual goodwill impairment analyses, we elected to perform a quantitative assessment for all five of our reporting units.
−Removed: A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value.
−Removed: Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units.
−Removed: In accordance with ASU 2017‑04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit.
−Removed: In determining the fair values of our reporting units, we utilized the income approach.
−Removed: The income approach is a valuation technique under which we estimated future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant.
−Removed: Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows.
−Removed: A terminal value was then applied to the projected cash flow stream.
−Removed: Future estimated cash flows were discounted to their present value to calculate the estimated fair value.
−Removed: The discount rate used was the value- weighted average of our estimated cost of capital derived using both known and estimated customary market metrics.
−Removed: In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.
+Added: The Company held a financial interest of approximately 57.4% in those tangible assets in the liquidation process.
+Added: As described in Note 1, in the fourth quarter of fiscal 2022, Eminence was able to secure cash deposits on future orders to provide funding for their operations.
+Added: This delay in liquidation allowed time for securing of additional investor financing which coincided with the sale of the Company's equity shares of Eminence in the first quarter of fiscal 2023.
+Added: In our fiscal 2022 annual goodwill impairment analysis, we elected to perform a quantitative assessment for all five of our reporting units.
The result of our quantitative assessment indicated that all of the reporting units had a substantial amount of headroom as of April 1, 2022.
−Removed: This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate.
−Removed: Changes in the reporting unit’s results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units.
−Removed: The Company did not identify any triggering events after our annual
−Removed: goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.
−Removed: 2021 Goodwill Impairment Analyses
−Removed: In completing our 2021 annual goodwill impairment analyses, we elected to perform a quantitative assessment for each of our five reporting units.
−Removed: A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value.
−Removed: Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units.
−Removed: In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit.
−Removed: In determining the fair values of our reporting units, we utilized the income approach.
−Removed: The income approach is a valuation technique under which we estimated future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant.
−Removed: Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows.
−Removed: A terminal value was then applied to the projected cash flow stream.
−Removed: Future estimated cash flows were discounted to their present value to calculate the estimated fair value.
−Removed: The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics.
−Removed: In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.
−Removed: Because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units’ fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.
−Removed: This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate.
−Removed: Changes in the reporting unit’s results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units.
−Removed: The quantitative assessment completed as of April 1, 2021 indicated that all of the reporting units had a substantial amount of headroom.
−Removed: Accordingly, the Company determined there was no indication of impairment of goodwill in our annual goodwill impairment analysis.
−Removed: Further, no triggering events were identified in the year ended June 30, 2021 that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.
−Removed: 2020 Goodwill Impairment Analyses
−Removed: In completing our 2020 annual goodwill impairment analyses, we elected to perform a quantitative assessment for all of our reporting units.
−Removed: A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value.
−Removed: Carrying value is based on the assets and liabilities associated with the operations of the reporting unit, which often requires the allocation of shared or corporate items among reporting units.
−Removed: In accordance with ASU 2017-04, a goodwill impairment charge is recorded for the amount by which the carrying value of a reporting unit exceeds the fair value of the reporting unit.
−Removed: In determining the fair values of our reporting units, we utilized the income approach.
−Removed: The income approach is a valuation technique under which we estimated future cash flows using the reporting unit’s financial forecast from the perspective of an unrelated market participant.
−Removed: Using historical trending and internal forecasting techniques, we projected revenue and applied our fixed and variable cost experience rates to the projected revenue to arrive at the future cash flows.
−Removed: A terminal value was then applied to the projected cash flow stream.
−Removed: Future estimated cash flows were discounted to their present value to calculate the estimated fair value.
−Removed: The discount rate used was the value-weighted average of our estimated cost of capital derived using both known and estimated customary market metrics.
−Removed: In determining the estimated fair value of a reporting unit, we were required to estimate a number of factors, including projected operating results, terminal growth rates, economic conditions, anticipated future cash flows, the discount rate and the allocation of shared or corporate items.
−Removed: Because our 2020 quantitative analyses included all of our reporting units, the summation of our reporting units’ fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.
+Added: The Company did not identify any triggering events after our annual goodwill impairment through June 30, 2022, the date of our consolidated balance sheet, that would require an additional goodwill impairment assessment to be performed.
+Added: In fiscal 2021, because our 2021 quantitative analyses included all of our reporting units, the summation of our reporting units’ fair values, as indicated by our discounted cash flow calculations, were compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.
This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate.
7 unchanged sentences
SUBSEQUENT EVENTS
−Removed: On July 1, 2022, the Company completed the acquisition of Namocell, Inc.
−Removed: for approximately $100 million, plus contingent consideration of up to $25 million upon the achievement of certain future milestones.
−Removed: On August 4, 2022, the Company sold its remaining shares of CCXI for approximately $73.3 million.
−Removed: The cost basis of the investment was $6.6 million.
+Added: On July 7, 2023, the Company completed the acquisition of Lunaphore Technologies SA for approximately $165 million, net of cash acquired.
NON-GAAP FINANCIAL MEASURES
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We provide these measures as additional information regarding our operating results.
−Removed: We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation.
+Added: We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to
+Added: 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.
8 unchanged sentences
The Company also excludes revenue and expense attributable to partially-owned consolidated subsidiaries in the calculation of our non-GAAP financial measures as the revenues and expenses are not fully attributable to the Company.
−Removed: The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes stock-based compensation expense, which is inclusive of the employer portion of payroll taxes on those stock awards, restructuring, impairments of equity method investments, gain and losses from investments, and certain adjustments to income tax expense.
−Removed: Impairments of equity investments are excluded as they are not part of our day-to-day operating decisions.
−Removed: Additionally, gains and losses from other investments that are either isolated or cannot be expected to occur again with any predictability are excluded.
+Added: The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes stock-based compensation expense, which is inclusive of the employer portion of payroll taxes on those stock awards, restructuring, gain 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.
+Added: Additionally, gains and losses from investments that are either isolated or cannot be expected to occur again with any predictability are excluded.
Costs related to restructuring activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs.
5 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.