Quarterly report pursuant to Section 13 or 15(d)

Note 4 - Acquisitions

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Note 4 - Acquisitions
3 Months Ended
Sep. 30, 2018
Notes to Financial Statements  
Business Combination Disclosure [Text Block]
Note
4
. 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 the results of operations of each acquired business are 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.
 
Quad Technologies
 
On
July 2, 2018,
the Company acquired QT Holdings Corporation (Quad) for approximately
$20.4
million, net of cash acquired, plus contingent consideration of up to
$51.0
million, subject to certain product development milestones and revenue thresholds. 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 Protein Sciences reportable segment in the
first
quarter of fiscal
2019.
 
Certain estimated fair values are
not
yet finalized and are subject to change, which could be significant. The Company expects to finalize by the end of the
fourth
quarter of fiscal year
2019
when we have completed our assessment of the working capital adjustment, our valuation models for acquired intangible assets are completed, including the determination of related estimated useful lives and we have finalized our income tax assessment of acquired net operating losses (NOLs). Amounts for acquired current assets and liabilities, intangible assets and related deferred tax liabilities, acquired NOLs, and goodwill also 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
  $
36
 
Equipment and other long-term assets
   
284
 
Intangible assets:
       
Developed technology
   
20,000
 
Goodwill
   
9,790
 
Total assets acquired
   
30,110
 
Liabilities
   
765
 
Deferred income taxes, net
   
3,741
 
Net assets acquired
  $
25,604
 
         
Cash paid, net of cash acquired
  $
20,404
 
Fair value of contingent consideration
   
5,200
 
Net assets acquired
  $
25,604
 
 
Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology was estimated based on management's forecasted cash inflows and outflows and using a multi-period excess earnings method to calculate the fair value of assets purchased. The preliminary amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The preliminary amortization periods for intangible assets acquired in fiscal
2019
are estimated to be
15
years for developed technology. The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is
not
deductible for income tax purposes offset by the deferred tax asset for the preliminary calculation of acquired NOLs.

Exosome Diagnostics
 
On
August 1, 2018,
the Company acquired Exosome Diagnostics, Inc. (ExosomeDx) for approximately
$251.8
million, net of cash acquired, plus contingent consideration of up to
$325.0
million as follows:
 
Up to
$250
million if calendar year
2020
EBITA is between
$45
million and
$58
million or greater.
Up to
$45
million if calendar year
2022
EBITA for a new instrument product is between
$54
million and
$70
million or greater.
Up to
$30
million if calendar year
2022
EBITA for the remaining business is between
$150
million and
$190
million or greater.
 
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 Diagnostics and Genomics reportable segment in the
first
quarter of fiscal
2019.
 
Certain estimated fair values are
not
yet finalized and are subject to change, which could be significant. The Company expects to finalize these by the end of
fourth
quarter of fiscal year
2019
when we have completed our assessment of the working capital adjustment, completed our valuation models for acquired intangible assets, including the finalization of the long-term plan for the use of the ExosomeDx trade name and the determination of related estimated useful lives, and we have finalized our income tax assessment of acquired net operating losses (NOLs). Amounts for acquired current assets and liabilities, intangible assets, related deferred tax liabilities, and goodwill also 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
  $
5,118
 
Equipment and other long-term assets
   
2,212
 
Intangible assets:
       
Developed technology
   
180,000
 
Goodwill
   
96,592
 
Total assets acquired
   
283,922
 
Liabilities
   
2,624
 
Deferred income taxes, net
   
27,673
 
Net assets acquired
  $
253,625
 
         
Cash paid, net of cash acquired
  $
251,825
 
Fair value of contingent consideration
   
1,800
 
Net assets acquired
  $
253,625
 
 
 
Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology was estimated based on management's forecasted cash inflows and outflows and using a multi-period excess earnings method to calculate the fair value of assets purchased. The preliminary amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. The preliminary amortization periods for intangible assets acquired in fiscal
2019
are estimated to be
15
years for developed technology. The net deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized as intangible asset amortization, which is
not
deductible for income tax purposes offset by the deferred tax asset for the preliminary calculation of acquired NOLs.