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Acquisitions | 12 Months Ended
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Jun. 30, 2023
Notes to Financial Statements |
Acquisitions | 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 that the results of operations of each acquired business be included in our consolidated statements of comprehensive income from their respective dates of acquisitions. Acquisition costs are recorded in selling, general and administrative expenses as incurred. Fiscal year 2023 Acquisitions Namocell, Inc. On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc. for $101.2 million, net of cash acquired, plus contingent consideration of up to $25 million upon the achievement of certain future revenue thresholds. The Namocell acquisition adds easy-to-use single cell sorting and dispensing platforms that are gentle to cells and preserve cell viability and integrity. The transaction was accounted for in accordance with ASC 805, Business Combinations. 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 operating segment in the first quarter of fiscal year 2023. The allocation of purchase price consideration related to Namocell, Inc was completed in the fourth quarter of fiscal 2023. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the twelve months ended June 30, 2023 were approximately $6.4 million and $9.3 million, respectively. The fair values of the assets acquired and liabilities assumed as of the acquisition date and the updated final amounts as of June 30, 2023 are as follows (in thousands):
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ |  | ​
​ | Preliminary allocation at acquisition date | ​ | Adjustments to fair value | ​ | Final allocation at June 30, 2023
Current assets, net of cash | $ | 3,248 | ​ | $ | ​ | ​ | $ | 3,248
Equipment and other long-term assets |  | 405 | ​ | ​ | ​ | ​ |  | 405
Intangible assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Developed technologies |  | 73,900 | ​ | ​ | ​ | ​ |  | 73,900
Tradenames |  | 700 | ​ | ​ | ​ | ​ |  | 700
Customer relationships |  | 900 | ​ | ​ | ​ | ​ |  | 900
Non-competition agreement |  | 100 | ​ | ​ | ​ | ​ |  | 100
Goodwill |  | 51,051 | ​ | ​ | 206 | ​ |  | 51,257
Total assets acquired |  | 130,304 | ​ | ​ | 206 | ​ |  | 130,510
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities |  | 546 | ​ | ​ | ​ | ​ |  | 546
Deferred income taxes, net |  | 17,974 | ​ | ​ | 206 | ​ |  | 18,180
Net assets acquired | $ | 111,784 | ​ | $ | — | ​ | $ | 111,784
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash paid, net of cash acquired |  | 101,184 | ​ | ​ | ​ | ​ |  | 101,184
Contingent consideration payable |  | 10,600 | ​ | ​ | ​ | ​ |  | 10,600
Net assets acquired | $ | 111,784 | ​ | $ | — | ​ | $ | 111,784
​ Tangible assets and liabilities acquired were recorded at fair value on the date of close based on management's preliminary assessment. The purchase price allocated to developed technology was based on management’s preliminary forecasted cash inflows and outflows and using a relief from royalty method to calculate the fair value of assets purchased. The purchase price allocated to customer relationships and trade names was based on management's preliminary forecasted cash inflows and outflows and using a multiperiod excess earnings method. The amount recorded for developed technology is being amortized with the expense reflected in Cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 4 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in Selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for both trade names and the non-competition agreement is estimated to be 3 years. 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 net operating losses. There were no acquisitions in fiscal 2022. Fiscal year 2021 Acquisitions Eminence Biotechnology On October 20, 2020, the Company acquired 47.6% of the outstanding equity shares of Eminence for approximately $9.8 million, net of cash acquired. The fair value of the noncontrolling interest of $9.0 million included in the consolidated balance sheet was a non-cash activity within the statement of cash flows. Eminence is considered a variable interest entity as it is an early stage biotechnology company that required additional funding through a subsequent equity investment, which was used to fund Eminence’s expansion and GMP manufacturing capabilities within China. On April 2, 2021, the Company invested approximately $6 million of additional funding into Eminence, increasing our percentage of outstanding equity shares to 57.4%. The Company was considered the primary beneficiary at the time of initial acquisition given the Company was the largest shareholder coupled with its ability to exercise significant influence over the entity. As Eminence met the criteria for consolidation, the transaction was accounted for in accordance with ASC 805, Business Combinations. In applying ASC 805 to the transaction, the Company has elected to include Eminence in our consolidated financial statements on a one month lag. The goodwill recorded as 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 fair value of the noncontrolling interest in Eminence was calculated utilizing cash flow projections discounted to the acquisition date and control premiums calculated using market data. Acquired goodwill is not deductible for income tax purposes. The business became part of the Protein Sciences reportable segment in the second quarter of fiscal year 2021. Purchase accounting was finalized during fiscal 2021. 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 and customer relationships was based on management’s forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 13 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 10 years. 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 calculation of acquired NOLs. The Company identified a triggering event related to Eminence during the second quarter of fiscal 2022 and further sold our outstanding shares of Eminence in the first quarter of fiscal 2023. Refer to Note 1 for further details relating to the triggering event and related impairment recorded as well as the details of the sale. Asuragen, Inc. On April 6, 2021, the Company acquired all of the ownership interests of Asuragen, Inc. (Asuragen) for approximately $216 million, net of cash acquired, plus contingent consideration of up to $105.0 million, subject to certain revenue thresholds. The goodwill recorded as a result of the acquisition represents the strategic benefits of growing the Company’ 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 operating segment in the fourth quarter of fiscal 2021. Purchase accounting was finalized during fiscal 2022 with an adjustment of $4.4 million to deferred tax amounts and goodwill. 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, in-process research and development, and customer relationships was based on management's forecasted cash inflows and outflows and using a multiperiod excess earnings method to calculate the fair value of assets purchased. The amount recorded for developed technology is being amortized with the expense reflected in cost of goods sold in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for developed technology is estimated to be 14 years. Amortization expense related to customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for customer relationships is estimated to be 16 years. The amount recorded for trade names and the non-competition agreement is being amortized with the expense reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The amortization period for trade names and the non-competition agreement is estimated to be 5 years and 3 years, respectively. 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 calculation of acquired net operating losses. ​ The aggregate purchase price of the acquisitions was allocated to the assets acquired and liabilities assumed based on their fair values as of the acquisition date. The following table summarizes the fair values of the assets acquired and liabilities assumed for the fiscal year 2021 acquisitions (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​
​ | Asuragen | ​ | Eminence
Current assets, net of cash | $ | 10,422 | ​ | $ | 3,145
Equipment and other long-term assets |  | 3,762 | ​ | ​ | 1,639
Intangible assets: | ​ | ​ | ​ | ​ |
Developed technology |  | 107,000 | ​ | ​ | 6,778
In-process research and development |  | 22,700 | ​ | ​ | —
Customer relationships |  | 11,700 | ​ | ​ | 2,133
Trade names |  | 2,000 | ​ | ​ | —
Non-competition agreement |  | 1,000 | ​ | ​ | —
Goodwill |  | 90,563 | ​ | ​ | 7,848
Total assets acquired |  | 249,147 | ​ | ​ | 21,543
​ | ​ | ​ | ​ | ​ | ​
Liabilities |  | 4,963 | ​ | ​ | 1,436
Deferred income taxes, net |  | 10,297 | ​ | ​ | 1,357
Net assets acquired | $ | 233,887 | ​ | $ | 18,750
​ | ​ | ​ | ​ | ​ | ​
Cash paid, net of cash acquired |  | 215,587 | ​ | ​ | 9,765
Contingent consideration payable |  | 18,300 | ​ | ​ | 8,985
Net assets acquired | $ | 233,887 | ​ | $ | 18,750
​

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