Note 1 - Description of Business and Summary of Significant Accounting Policies
|12 Months Ended|
Jun. 30, 2019
|Notes to Financial Statements|
|Business Description and Accounting Policies [Text Block]||
Description of Business and Summary of Significant Accounting Policies:
Description of business:Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (the Company), develop, manufacture and sell 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.
Use of estimates:The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosures of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. These estimates include the valuation of accounts receivable, available-for-sale investments, inventory, intangible assets, contingent consideration, stock-based compensation and income taxes. Actual results could differ from these estimates.
Principles of consolidation:The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated.
Translation of foreign financial statements:Assets and liabilities of the Company's foreign operations are translated at year-end rates of exchange and the resulting gains and losses arising from the translation of net assets located outside the U.S. are recorded as other comprehensive income (loss) on the consolidated statements of earnings and comprehensive income. The cumulative translation adjustment is a component of accumulated other comprehensive loss on the consolidated balance sheets. Foreign statements of earnings are translated at the average rate of exchange for the year. Foreign currency transaction gains and losses are included in other non-operating expense in the consolidated statements of earnings and comprehensive income.
Revenue recognition:The Company adopted
Revenue from Contracts with Customerson
July 1, 2018using the modified retrospective transition approach. ASC
606provides revenue recognition guidance for any entity that enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of non-financial assets, unless those contracts are within the scope of other accounting standards. The core principle of ASC
606is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Refer to the
Recently Adopted Accounting Pronouncementssection of Note
1for additional information regarding our adoption of ASC
606and and Note
2for additional information regarding our revenue recognition policy under
Research and development:Research and development expenditures are expensed as incurred. Development activities generally relate to creating new products, improving or creating variations of existing products, or modifying existing products to meet new applications.
Advertising costs:Advertising expenses were
$4.5million for fiscal
2017respectively. The Company expenses advertising expenses as incurred.
Income taxes:The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized to record the income tax effect of temporary differences between the tax basis and financial reporting basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Tax positions taken or expected to be taken in a tax return are recognized in the financial statements when it is more likely than
notthat the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than
fiftypercent likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.
11for additional information regarding income taxes.
Comprehensive income:Comprehensive income includes charges and credits to shareholders' equity that are
notthe result of transactions with shareholders. Our total comprehensive income consists of net income, unrealized gains and losses on cash flow hedges, and foreign currency translation adjustments. The items of comprehensive income, with the exception of net income, are included in accumulated other comprehensive loss in the consolidated balance sheets and statements of shareholders' equity.
Cash and cash equivalents:Cash and cash equivalents include cash on hand and highly-liquid investments with original maturities of
threemonths or less.
Available-for-sale investments:Available-for-sale investments consist of debt instruments with original maturities of generally
sixmonths and equity securities. Available-for-sale investments are recorded based on trade-date. The Company considers all of its marketable securities available-for-sale and reports them at fair value. Unrealized gains and losses on available-for-sale securities are included within other income (expense) in fiscal
2019as the Company adopted ASU
July 1, 2018,as further described in the
Recently Adopted Accounting Pronouncementssection of Note
1.Unrealized gains or losses on available-for-sale securities were recorded within comprehensive income in fiscal years
Trade accounts receivable:Trade accounts receivable are initially recorded at the invoiced amount upon the sale of goods or services to customers, and they do
notbear interest. They are stated net of allowances for doubtful accounts, which represent estimated losses resulting from the inability of customers to make the required payments. When determining the allowances for doubtful accounts, we take several factors into consideration, including the overall composition of accounts receivable aging, our prior history of accounts receivable write-offs, the type of customer and our day-to-day knowledge of specific customers. Changes in the allowances for doubtful accounts are included in selling, general and administrative (SG&A) expense in our consolidated statements of earnings and comprehensive income. The point at which uncollected accounts are written off varies by type of customer.
Inventories:Inventories are stated at the lower of cost (
first-out method) or net realizable value. The Company regularly reviews inventory on hand for slow-moving and obsolete inventory, inventory
notmeeting quality control standards and inventory subject to expiration.
For certain proteins, antibodies, and chemically based manufactured products, the Company produces larger batches of established products than current sales requirements due to economies of scale through a highly controlled manufacturing process. Accordingly, the manufacturing process for these products has and will continue to produce quantities in excess of forecasted usage. The Company forecasts usage for its products based on several factors including historical demand, current market dynamics, and technological advances. The Company forecasts product usage on an individual product level for a period that is consistent with our ability to reasonably forecast inventory usage for that product. There have been
nomaterial changes to the Company’s estimates of the net realizable value for excess and obsolete inventory or other types of inventory reserve and inventory cost adjustments in the fiscal years presented. Additionally, current and historical reserves recorded to reduce the cost of inventory to its net realizable value become part of the new cost basis for the inventory item in accordance with
Property and equipment:Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over an estimated useful life of
5years. Buildings, building improvements and leasehold improvements are amortized over estimated useful lives of
Contingent Consideration:Contingent Consideration relates to the potential payment for an acquisition that is contingent upon the achievement of the acquired business meeting certain product development milestones and/or certain financial performance milestones. The Company records contingent consideration at fair value at the date of acquisition based on the consideration expected to be transferred. For potential payments related to financial performance milestones, we use a real option model in calculating the fair value of the contingent consideration liabilities. The assumptions utilized in the calculation based on financial performance milestones include projected revenue and/or EBITDA amounts, volatility and discount rates. For potential payments related to product development milestones, we estimated the fair value based on the probability of achievement of such milestones. The assumptions utilized in the calculation of the acquisition date fair value include probability of success and the discount rates. Contingent consideration involves certain assumptions requiring significant judgment and actual results
maydiffer from assumed and estimated amounts. Contingent consideration is remeasured each reporting period, and subsequent changes in fair value, including accretion for the passage of time, are recognized within selling, general and administrative in the consolidated statement of earnings and comprehensive income
Intangibles assets:Intangible assets are stated at historical cost less accumulated amortization. Amortization expense is generally determined on the straight-line basis over periods ranging from
20years. Each reporting period, we evaluate the remaining useful lives of our amortizable intangibles to determine whether events or circumstances warrant a revision to the remaining period of amortization. If our estimate of an asset's remaining useful life is revised, the remaining carrying amount of the asset is amortized prospectively over the revised remaining useful life. In the current year, the Company has identified
Impairment of long-lived assets and amortizable intangibles:We evaluate the recoverability of property, plant, equipment and amortizable intangibles whenever events or changes in circumstances indicate that an asset's carrying amount
notbe recoverable. Such circumstances could include, but are
notlimited to, (
1) a significant decrease in the market value of an asset, (
2) a significant adverse change in the extent or manner in which an asset is used or in its physical condition, or (
3) an accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of an asset. We compare the carrying amount of the asset to the estimated undiscounted future cash flows associated with it. If the sum of the expected future net cash flows is less than the carrying value of the asset being evaluated, an impairment loss would be recognized. The impairment loss would be calculated as the amount by which the carrying value of the asset exceeds the fair value of the asset. As quoted market prices are
notavailable for the majority of our assets, the estimate of fair value is based on various valuation techniques, including the discounted value of estimated future cash flows.
The evaluation of asset impairment requires us to make assumptions about future cash flows over the life of the asset being evaluated. These assumptions require significant judgment and actual results
maydiffer from assumed and estimated amounts.
Notriggering events were identified and
noimpairments were recorded for property, plant, and equipment or amortizable intangibles during fiscal years
Impairment of goodwill:We evaluate the carrying value of goodwill during the
fourthquarter each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Such circumstances could include, but are
notlimited to, (
1) a significant adverse change in legal factors or in business climate, (
2) unanticipated competition, (
3) an adverse action or assessment by a regulator, or (
4) an adverse change in market conditions that are indicative of a decline in the fair value of the assets.
To analyze goodwill for impairment, we must assign our goodwill to individual reporting units. Identification of reporting units includes an analysis of the components that comprise each of our operating segments, which considers, among other things, the manner in which we operate our business and the availability of discrete financial information. Components of an operating segment are aggregated to form
onereporting unit if the components have similar economic characteristics. We periodically review our reporting units to ensure that they continue to reflect the manner in which we operate our business.
Goodwill Impairment Analyses
At the beginning of the quarter ended
March 31, 2019,the Company realigned the management of certain business processes between reporting units within the same reportable segment. A goodwill allocation was performed between the impacted reporting units based on the relative fair value of the processes realigned. In conjunction with the realignment, a quantitative goodwill impairment assessment was performed both prior to and subsequent to the realignment. The quantitative assessment indicated that all of the impacted reporting units had substantial headroom both prior to and subsequent to the realignment.
Because our quantitative analysis performed as of
January 1, 2019included all of our reporting units, except for our recent acquisition, Exosome, which is a separate reporting unit that was
notimpacted by the business process realignment, the summation of the calculated reporting units’ fair values combined with the fair value of the Exosome acquisition, was compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.
The quantitative assessments completed as of
January 1, 2019indicated that all tested reporting units had a substantial amount of headroom. Changes in the reporting unit’s results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units.
The Company has elected
April 1as our annual goodwill impairment date for the Exosome reporting unit. The Company has historically completed our goodwill impairment assessment of our legacy reporting units as of
June 30.To better align with our annual internal planning and operating cycle and the underlying changes in our organizational model and business, we changed our annual goodwill impairment assessment for all legacy reporting units to be as of
April 1.Given the substantial headroom in our legacy reporting units and the time period the assessment was performed relative to the most recent quantitative analysis, management does
notconsider the change in our annual impairment assessment to be material to the consolidated financial statements or to constitute a material change in the application of our goodwill accounting principle.
In conducting our annual goodwill impairment test, we elected to perform a qualitative assessment to determine whether changes in events or circumstances since our most recent quantitative test for goodwill impairment indicated that it is more likely than
notthat the fair value of a reporting unit is less than its carrying amount.
Based on its annual analysis, the Company determined there was
noindication of impairment of goodwill. Further,
notriggering events or items beyond the realignment discussed above were identified in the year ended
June 30, 2019that would require an additional goodwill impairment assessment beyond our required annual goodwill impairment assessment.
Goodwill Impairment Analyses
In completing our
2017annual goodwill impairment analyses, we elected to perform a quantitative assessment for all of our reporting units. A quantitative assessment involves comparing the carrying value of the reporting unit, including goodwill, to its estimated fair value. 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. In accordance with ASU
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. In determining the fair values of our reporting units, we utilized the income approach. 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. 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. A terminal value was then applied to the projected cash flow stream. Future estimated cash flows were discounted to their present value to calculate the estimated fair value. The discount rate used was the value- weighted average of our estimated cost of capital derived using both known and estimated customary market metrics. 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.
The quantitative assessment completed as of
June 30, 2018and
2017indicated that all of the reporting units had a substantial amount of headroom. This impairment assessment is sensitive to changes in forecasted cash flows, as well as our selected discount rate. Changes in the reporting unit’s results, forecast assumptions and estimates could materially affect the estimation of the fair value of the reporting units.
There has been
noimpairment of goodwill since the adoption of Financial Accounting Standards Board (“FASB”) ASC
350guidance for goodwill and other intangibles on
July 1, 2002.
Investments in unconsolidated entities:The Company periodically invests in the equity of start-up and early development stage companies. The accounting treatment of each investment (cost method or equity method) is dependent upon a number of factors, including, but
notlimited to, the Company's share in the equity of the investee and the Company's ability to exercise significant influence over the operating and financial policies of the investee.
Other Significant Accounting Policies
The following table includes a reference to additional significant accounting policies that are described in other notes to the financial statements, including the note number:
Recently Adopted Accounting Pronouncements
May 2014,the FASB issued ASU
Revenue from Contracts with Customers(ASC
July 1, 2018,the Company adopted ASC
606using the modified retrospective method for all contracts. Results for reporting periods beginning
July 1, 2018are presented under ASC
606,while prior period amounts were
notadjusted and continue to be reported in accordance with the Company’s historic accounting under Topic
Revenue Recognition. The impact of the adoption of
notmaterial to the Company's consolidated financial statements and therefore the periods reported under
ASCare considered comparable in all material respects.
January 2016,the FASB issued ASU
Recognition and Measurement of Financial Assets and Financial Liabilities. The standard is intended to improve the recognition, measurement, presentation and disclosure of financial instruments. Among other changes, there will
nolonger be an available-for-sale classification for which changes in fair value are currently reported in other comprehensive income for equity securities with readily determinable fair values. Equity investments with readily determinable fair values will be measured at fair value with changes in fair value recognized in net income. ASU
01was effective for us on
July 1, 2018which required a cumulative effect adjustment to opening retained earnings to be recorded for equity investments with readily determinable fair values. As of the adoption date, we held publicly traded equity investments with a fair value of
$54.3million in a net unrealized gain position of
$35.4million, and having an associated deferred tax liability of
$8.3million. We recorded a cumulative-effect adjustment of
$27.1million to decrease Accumulated Other Comprehensive Income (AOCI) with a corresponding increase to retained earnings for the amount of unrealized gains, net of tax as of the beginning of fiscal year
2019.As a result of the implementation of ASU
July 1, 2018unrealized gains and losses in equity investments with readily determinable fair values are recorded on the Consolidated Statement of Income within other (expense) income. We recorded a gain in other (expense) income of
$2.9million for the quarter and
ninemonth period ended
March 31, 2019as a result of adopting this standard. The implementation of ASU
01is expected to increase volatility in our net income as the volatility previously recorded in Other Comprehensive Income (OCI) related to changes in the fair market value of available-for-sale equity investments will now be reflected in net income effective with the adoption date.
February 2018,the FASB issued ASU
Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. The standard allows companies to make an election to reclassify from Accumulated Other Comprehensive Income (AOCI) to retained
2017.This ASU is effective for annual and interim periods
December 15, 2018,which for us is
July 1, 2019.Early adoption is permitted. We elected to early adopt ASU
July 1, 2018.We use a specific identification approach to release the income tax effects in AOCI. As a result of adopting this standard, we recorded a cumulative effect adjustment to increase AOCI by
$2.4million with a corresponding decrease to retained earnings. We recorded the impacts of adopting ASU
02prior to recording the impacts of adopting ASU
01and included state income tax related effects in the amounts reclassified to retained earnings.
The following table presents a summary of cumulative effect adjustments to retained earnings due to the adoption of new accounting standards on
July 1, 2018as noted above:
January 2017,the FASB issued ASU
Clarifying the Definition of a Business. The standard revises the definition of a business, which affects many areas of accounting such as business combinations and disposals and goodwill impairment. The revised definition of a business will likely result in more acquisitions being accounted for as asset acquisitions, as opposed to business combinations. We adopted this standard on
July 1, 2018,applying the guidance to transactions occurring on or after this date.
August 2017,the FASB issued ASU
Targeted Improvements to Accounting for Hedging Activities. The standard changes the designation and measurement guidance for qualifying hedging relationships to better align financial reporting to risk management activities. As part of the guidance, the entire change in fair value of a qualifying hedging instrument will be recorded within other comprehensive income which is then reclassified into earnings in the same period or periods during which the hedged item impacts earnings. Additionally, the gain or loss resulting from the hedging activity will be presented in the same income statement line item as the hedged item. The standard is effective for interim and annual reporting periods in fiscal years beginning after
December 15, 2018,which for us is
July 1, 2019.Early adoption is permitted. We elected to early adopt ASU
October 1, 2018,prior to the Company entering into cash flow hedges as described in Note
5.The adoption of this standard did
nothave a material impact on our consolidated financial statements.
Pronouncements Issued but
February 2016,the FASB issued ASU
842), which amends the existing guidance to require lessees to recognize lease assets and lease liabilities from operating leases on the balance sheet. This ASU is effective using the modified retrospective approach for annual periods and interim periods within those annual periods beginning after
December 15, 2018,which for us is
July 1, 2019.Early adoption is permitted. The FASB has issued narrow codification improvements to
ASU. Additionally, the FASB issued
ASU, allowing an entity to elect a transition method where they do
notrecast prior periods presented in the financial statements in the period of adoption. The Company plans to elect the transition method allowed for under ASU
Leases (Topic. The Company has completed detailed reviews over all lease agreements, assessed internal control impacts for ongoing lease accounting changes, and completed internal control testing and validation procedures over our new lease accounting software. The Company does
notexpect this standard to have a material impact on its consolidated statements of earnings and comprehensive income. The Company does expect an increase of approximately
$82million for lease assets and liabilities and an immaterial impact to retained earnings in our Consolidated Balance Sheet.
June 2016,the FASB issued ASU
Financial Instruments - Credit Losses (Topic
), Measurement of Credit Losses on Financial Instruments. The amendment in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses on instruments within its scope, including trade and loan receivables and available-for-sale debt securities. This update is intended to provide financial statement users with more decision-useful information about the expected credit losses. This ASU is effective for annual periods and interim periods for those annual periods beginning after
December 15, 2019,which for us is
July 1, 2020.Entities
mayearly adopt beginning after
December 15, 2018.We are currently evaluating the impact of the adoption of ASU
13on our consolidated financial statements.
August 2018,the FASB issued ASU
Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract. The standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is
notaffected by the new standard. This ASU is effective for annual periods and interim periods for those annual periods beginning after
December 15, 2019,which for us is
July 1, 2020and
maybe adopted retrospectively or prospectively to eligible costs incurred on or after the date the guidance is
firstapplied. We are currently evaluating the impact of the adoption of ASU
15on our consolidated financial statements and anticipate that we will adopt the standard prospectively.
The entire disclosure for the business description and accounting policies concepts. Business description describes the nature and type of organization including but not limited to organizational structure as may be applicable to holding companies, parent and subsidiary relationships, business divisions, business units, business segments, affiliates and information about significant ownership of the reporting entity. Accounting policies describe all significant accounting policies of the reporting entity.
Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef