Quarterly report pursuant to Section 13 or 15(d)

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

v3.22.1
Basis of Presentation and Summary of Significant Accounting Policies (Policies)
9 Months Ended
Mar. 31, 2022
Policy Text Block [Abstract]  
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill: In the second quarter of fiscal 2022, Changzhou Eminence Biotechnology Co., Ltd. (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. The Company then reviewed the additional financing needs required to successfully ramp Eminence’s business, which ultimately did not meet the Company’s return on capital requirements. Therefore, the Company did not provide additional funding to Eminence. As a result of not obtaining additional financing, Eminence notified the Company of its plans to cease operations and liquidate its business.

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. 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 nine-months ended March 31, 2022. The Company also recognized inventory and fixed asset impairment charges of $0.9 million and $0.9 million, respectively. The Company recorded the impairment charges within the General and Administrative line in the Consolidated Income Statement. The impairment charges recorded within Net Earnings Attributable to Bio-Techne were reduced by approximately $8 million recorded within Net Earnings Attributable to Noncontrolling Interests. The remaining net tangible assets of Eminence included in our Consolidated Balance Sheet as of March 31, 2022, were approximately $4 million and primarily consisted of fixed assets and related deposits of $3.8 million, inventory of $0.8 million, receivables of $0.7 million, and other current assets of $0.2 million. The Company also had $2.2 million related to current liabilities. The Company holds a financial interest of approximately 57.4% in those tangible assets in the upcoming liquidation process.

Investment, Policy [Policy Text Block]

Investments: In December 2021, the Company paid $25 million to enter into a two-part forward contract which requires the Company to make an initial ownership investment followed by purchase of full equity interest in Wilson Wolf Corporation (Wilson Wolf) if certain annual revenue or EBITDA thresholds are met. Wilson Wolf is a leading manufacturer of cell culture devices, including the G-Rex product line.

The first part of the forward contract is triggered upon Wilson Wolf achieving approximately $92 million in annual revenue or $55 million in annual earnings before interest, taxes, depreciation, and amortization (EBITDA) at any point prior to December 31, 2027. Once triggered, the Company is required to make a payment of $231 million in exchange for a 19.9% ownership stake. If Wilson Wolf doesn’t achieve the revenue and EBITDA targets by December 31, 2027, the agreement will expire.

Once the first part of the forward contract is triggered, the second part of the forward contract will automatically trigger, and requires the Company to acquire the remaining equity interest in Wilson Wolf on December 31, 2027 based on a revenue multiple. The second part of the contract would be accelerated in advance of December 31, 2027, if Wilson Wolf meets its second milestone of approximately $226 million in annual revenue or $136 million in annual EBITDA. If the second milestone is achieved, the forward contract requires

the Company to pay approximately $1 billion plus potential consideration for revenue in excess of the revenue milestone. The approximate multiple for total expected payments of the second forward contract is 4.4 times the annual revenue of Wilson Wolf. The Company has elected to apply the measurement alternative as detailed under ASC 321-10-35-2 for the Wilson Wolf investment. The Company recorded the $25 million payment as a cost basis investment within Other long-term assets on the Consolidated Balance Sheet.

Restructuring Actions [Policy Text Block]

Restructuring actions: Restructuring actions generally include significant actions involving employee-related severance charges, contract termination costs, and impairments and disposals of assets associated with such actions. Employee-related severance charges are based upon distributed employment policies and substantive severance plans. These charges are reflected in the quarter when the actions are probable and the amounts are estimable, which typically is when management approves the associated actions. Asset impairment and disposal charges include right of use assets, leasehold improvements, and other asset write-downs associated with combining operations and disposal of assets.

In September 2021, the Company informed employees of our decision to close our Exosome Diagnostics Germany facility, discontinuing lab and research occurring at the site, as part of a realignment of activities within our Exosome Diagnostics business. The restructuring activities were substantially complete as of the end of the third fiscal quarter, with final remaining payouts expected to occur in the fourth quarter of fiscal 2022. As a result of the restructuring activities, an estimated pre-tax charge of $1.2 million was recorded within our Diagnostics and Genomics segment during the first quarter of fiscal 2022. Additional charges of approximately $0.5 million and $(0.3) million were recorded in the second and third quarters of fiscal 2022, respectively. These additional charges related to the refinement of our estimated close down costs as well as miscellaneous shut-down costs incurred during the quarter. Total restructuring charges for the closure of the Exosome Diagnostics Germany facility for the nine months ended March 31, 2022 were recorded within operating income on the income statement as follows (in thousands):

Employee

Asset

    

Severance

    

Impairment and other

    

Total

Selling, general and administrative

$

649

$

750

$

1,399

Restructuring actions, including cash and non-cash impacts, are as follows (in thousands):

Employee

Asset

    

Severance

    

Impairment and other

    

Total

Accrued restructuring action balances as of September 30, 2021(1)

$

639

$

364

$

1,003

Incremental expense incurred in the second quarter of fiscal 2022

242

242

Cash payments

(370)

(242)

(612)

Adjustments

301

(37)

264

Accrued restructuring actions balances as of December 31, 2021

570

327

897

Cash payments

(200)

(272)

(472)

Adjustments(2)

(345)

(28)

(373)

Accrued restructuring actions balances as of March 31, 2022

$

25

$

27

$

52

(1)The expense recorded for the three months ended September 30, 2021 of $1.2 million included $0.2 million related to the non-cash impairment of fixed assets.

(2)Adjustments include refinements to our estimated close down costs as well as the impacts from foreign currency exchange.

During the second quarter of fiscal 2022, the Company also incurred a restructuring charge of $0.2 million related to employee severance for the relocation of a US plant. This charge is recorded within Other current liabilities as of March 31, 2022. There were no cash payments or adjustments related to this restructuring during the quarter ended March 31, 2022.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements

There were no accounting pronouncements adopted in the nine months ended March 31, 2022. Refer to the Form 10-K for accounting pronouncements adopted prior to June 30, 2021.