Quarterly report pursuant to Section 13 or 15(d)

Note 3 - Acquisitions

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Note 3 - Acquisitions
9 Months Ended
Mar. 31, 2018
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note
3
. Acquisitions:
 
We periodically complete business combinations that align with our business strategy. Acquisitions are accounted for using the acquisition method of accounting, which requires, among other things, that assets acquired and liabilities assumed be recognized at fair value as of the acquisition date and that the results of operations of each acquired business be included in our consolidated statements of comprehensive income from their respective dates of acquisition. Acquisition costs are recorded in selling, general and administrative expenses as incurred.
 
Trevigen
 
On
September 5, 2017
the Company acquired the stock of Trevigen Inc. for approximately
$10.6
million, net of cash received. The Company has had a long-standing business relationship with Trevigen as a distributor of its product line. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The goodwill is
not
deductible for income tax purposes. The business became part of the Biotechnology reportable segment in the
first
quarter of fiscal
2018.
 
Certain estimated fair values are
not
yet finalized and are subject to change, which could be significant. The Company expects to finalize these during the
fourth
quarter of fiscal year
2018
when our valuation models for acquired intangible assets are completed, including the determination of related estimated useful lives. Amounts for acquired inventory, intangible assets, and related deferred tax liabilities, and goodwill remain subject to change. The preliminary estimated fair values of the assets acquired and liabilities assumed are as follows (in thousands):
 
   
Preliminary
Allocation at
Acquisition Date
   
 
 
Adjustments to
Fair Value
   
Updated Opening
Balance Sheet
Allocation at
March 31
, 2018
 
Current assets, net of cash
  $
1,662
     
 
    $
1,662
 
Equipment and other long-term assets
   
154
     
(101
)
   
53
 
Intangible assets:
                       
Developed technology
   
3,800
     
1,300
     
5,100
 
Trade name
   
1,400
     
(1,240
)
   
160
 
Customer relationships
   
1,900
     
(1,640
)
   
260
 
Goodwill
   
4,595
     
1,396
     
5,991
 
Total assets acquired
   
13,511
     
(285
)
   
13,226
 
Liabilities
   
92
     
295
     
387
 
Deferred income taxes, net
   
2,785
     
(590
)
   
2,195
 
Net assets acquired
  $
10,634
     
10
    $
10,644
 
                         
Cash paid, net of cash acquired
  $
10,634
     
10
    $
10,644
 
 
As summarized in the table, there have been adjustments totaling
$1.4
million to goodwill during the measurement period. These adjustments primarily relate to refinements made to acquired intangible asset cash flow models, and updates to opening balance sheet deferred tax assets and liabilities upon completion of the pre-acquisition income tax return.
 
Tangible assets acquired, net of liabilities assumed, were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology, trade names, and customer relationships was based on management's forecasted cash inflows and outflows and using a relief-from-royalty and a multi-period excess earnings method to calculate the fair value of assets purchased. The developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. Amortization expense related to trade names, and customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The preliminary amortization periods for intangible assets acquired in fiscal
2018
are estimated to be
13
years for developed technology,
11
years for customer relationships, and
1.5
years for trade names. The deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are
not
deductible for income tax purposes.
 
Atlanta Biologicals
 
On
January 2, 2018,
Bio-Techne acquired Atlanta Biologicals, Inc. and its affiliated company, Scientific Ventures, Inc., for approximately
$51.3
million, net of cash acquired. The transaction was financed through available cash on hand and an additional draw from the Company’s line-of-credit. Atlanta Biologicals fetal bovine serum (FBS) product line strengthens and complements our current tissue culture reagents offering and furthers our efforts to provide more complete solutions to our research customers. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration. The goodwill is
not
deductible for income tax purposes. The business became part of the Biotechnology reportable segment in the
third
quarter of fiscal
2018.
 
Certain estimated fair values are
not
yet finalized and are subject to change, which could be significant. The Company expects to finalize these during the
fourth
quarter of fiscal year
2018
when our valuation models for acquired intangible assets are completed, including the determination of related estimated useful lives. Amounts for acquired inventory, fixed assets, intangible assets, and related deferred tax liabilities, and goodwill remain subject to change. The preliminary estimated fair values of the assets acquired and liabilities assumed are as follows (in thousands):
 
   
Preliminary Allocation
at Acquisition Date
 
Current assets, net of cash
  $
18,678
 
Equipment and other long-term assets
   
4,348
 
Intangible assets:
       
Developed technology
   
9,000
 
Trade name
   
1,000
 
Customer relationships
   
1,500
 
Goodwill
   
21,695
 
Total assets acquired
   
56,221
 
Liabilities
   
90
 
Deferred income taxes, net
   
4,845
 
Net assets acquired
  $
51,286
 
         
Cash paid, net of cash acquired
  $
51,286
 
 
Tangible assets acquired, net of liabilities assumed, were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology, trade names, and customer relationships was based on management's forecasted cash inflows and outflows and using a relief-from-royalty and a multi-period excess earnings method to calculate the fair value of assets purchased. The developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. Amortization expense related to trade names, and customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The preliminary amortization periods for intangible assets acquired in fiscal
2018
are estimated to be
12
years for developed technology,
10
years for customer relationships, and
5
years for trade names. The deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are
not
deductible for income tax purposes.
 
Eurocell Diagnostics
 
On
February 1, 2018
Bio-Techne acquired Eurocell Diagnostics SAS a company based in Rennes, France for approximately
$4.5
million, net of cash acquired. 
$3.1
million was paid on the acquisition date and the remaining
$1.4
million will be paid on
February 1, 2019.
The Company has had a long-standing business relationship with Eurocell as a distributor of its product line. Eurocell sells directly to the laboratory markets in the French region as well as servicing the EMEA markets via a network of distributors. The transaction was financed through cash on hand.  The primary asset in this acquisition is the customer relationships, however, the acquisition resulted in some goodwill as we expect strategic benefits of revenue growth from increased market penetration. The goodwill is
not
deductible for income tax purposes. The business became part of the Company’s Diagnostics reportable segment in the
third
quarter of fiscal
2018.
 
Certain estimated fair values are
not
yet finalized and are subject to change, which could be significant. The Company expects to finalize these during fiscal year
2018
when our valuation models for acquired intangible assets are completed, including the determination of related estimated useful lives. Amounts for acquired inventory, intangible assets, and related deferred tax liabilities, and goodwill remain subject to change. The preliminary estimated fair values of the assets acquired and liabilities assumed are as follows (in thousands):
 
   
Preliminary Allocation
at Acquisition Date
 
Current assets, net of cash
  $
512
 
Equipment and other long-term assets
   
188
 
Intangible assets:
       
Customer relationships
   
6,272
 
Goodwill
   
113
 
Total assets acquired
   
7,085
 
Liabilities
   
483
 
Deferred income taxes, net
   
2,070
 
Net assets acquired
  $
4,532
 
         
Cash paid, net of cash acquired
  $
3,136
 
Consideration payable
  $
1,396
 
 
Tangible assets acquired, net of liabilities assumed, were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to customer relationships was based on management's forecasted cash inflows and outflows using a multi-period excess earnings method to calculate the fair value of assets purchased. Amortization expense related customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The preliminary amortization period for customer relationships acquired in fiscal
2018
 is estimated to be
7
years. The deferred income tax liability represents the net amount of the estimated future impact of intangible asset amortization, which is
not
deductible for income tax purposes.