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Acquisitions | 12 Months Ended
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Jun. 30, 2024
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 2024 Acquisitions ​ Lunaphore Technologies SA. ​ On July 7, 2023, the Company acquired all of the ownership interests of Lunaphore Technologies SA (“Lunaphore”) for $169.7 million, in a cash-free, debt-free acquisition. Lunaphore is a leading developer of fully automated spatial biology solutions. The Lunaphore acquisition adds spatial biology instruments to Bio-Techne’s portfolio to accelerate our leadership position in translational and clinical research markets. 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 Diagnostics and Genomics operating segment in the first quarter of fiscal year 2024. ​ The allocation of purchase price consideration related to Lunaphore was completed in the fourth quarter of fiscal 2024. Net sales and operating loss of this business included in Bio-Techne's consolidated results of operations for the year ended June 30, 2024 were approximately $14.3 million and $24.0 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, 2024 are as follows (in thousands): ​
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
​ | ​ | ​ | ​ |  | ​
​ | Preliminary allocation at acquisition date | ​ | Adjustments to fair value | ​ | Final allocation at June 30, 2024
Current assets | $ | 12,512 | ​ | $ | (357) | ​ | $ | 12,155
Equipment and other long-term assets |  | 1,470 | ​ | ​ | ​ | ​ |  | 1,470
Intangible assets: | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Developed technologies |  | 60,300 | ​ | ​ | ​ | ​ |  | 60,300
Tradenames |  | 4,900 | ​ | ​ | ​ | ​ |  | 4,900
Customer relationships |  | 1,200 | ​ | ​ | ​ | ​ |  | 1,200
Goodwill |  | 102,560 | ​ | ​ | 2,090 | ​ |  | 104,650
Total assets acquired |  | 182,942 | ​ | ​ | 1,733 | ​ |  | 184,675
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Liabilities |  | 7,096 | ​ | ​ | ​ | ​ |  | 7,096
Deferred income taxes, net |  | 5,768 | ​ | ​ | 2,104 | ​ |  | 7,872
Net assets acquired | $ | 170,078 | ​ | $ | (371) | ​ | $ | 169,707
​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​
Cash paid |  | 166,426 | ​ | ​ | 3,281 | ​ |  | 169,707
Estimated Net Working Capital | ​ | 3,652 | ​ | ​ | (3,652) | ​ | ​ | —
Net assets acquired | $ | 170,078 | ​ | $ | (371) | ​ | $ | 169,707
​ 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 purchase price allocated to trade names was based on management's forecasted cash inflows and outflows and using a relief from royalty 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 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 8 years. The amount recorded for trade names 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 ranges from 4 years to 8 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. Fiscal year 2023 Acquisitions Namocell, Inc. On July 1, 2022, the Company acquired all of the ownership interests of Namocell, Inc. (“Namocell”) 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 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): ​
​ | ​ | ​ | ​
​ |  | ​
​ | ​ | Namocell Inc
Current assets, net of cash | ​ | $ | 3,248
Equipment and other long-term assets | ​ |  | 405
Intangible assets: | ​ |  |
Developed technology | ​ |  | 73,900
Trade name | ​ |  | 700
Customer relationships | ​ |  | 900
Non-competition agreement | ​ | ​ | 100
Goodwill | ​ |  | 51,257
Total assets acquired | ​ |  | 130,510
​ | ​ | ​ | ​
Liabilities | ​ |  | 546
Deferred income taxes, net | ​ |  | 18,180
Net assets acquired | ​ | $ | 111,784
​ | ​ | ​ | ​
Cash paid, net of cash acquired | ​ |  | 101,184
Additional consideration | ​ |  | 10,600
Net assets acquired | ​ | $ | 111,784
​ 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 based on management’s 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 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.

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