Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Dec. 31, 2017 | Feb. 02, 2018 | |
Document Information [Line Items] | ||
Entity Registrant Name | BIO-TECHNE Corp | |
Entity Central Index Key | 842,023 | |
Trading Symbol | tech | |
Current Fiscal Year End Date | --06-30 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 37,474,011 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Earnings and Comprehensive Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 154,153 | $ 131,807 | $ 298,766 | $ 262,388 |
Cost of sales | 52,319 | 43,664 | 99,064 | 86,901 |
Gross margin | 101,834 | 88,143 | 199,702 | 175,487 |
Operating expenses: | ||||
Selling, general and administrative | 63,775 | 56,981 | 122,064 | 102,405 |
Research and development | 13,911 | 13,281 | 27,459 | 26,046 |
Total operating expenses | 77,686 | 70,262 | 149,523 | 128,451 |
Operating income | 24,148 | 17,881 | 50,179 | 47,036 |
Other income (expense) | (2,417) | (2,693) | (5,480) | (4,064) |
Earnings before income taxes | 21,731 | 15,188 | 44,699 | 42,972 |
Income tax expense (benefit) | (27,116) | 7,721 | (20,011) | 16,663 |
Net earnings | 48,847 | 7,467 | 64,710 | 26,309 |
Other comprehensive income: | ||||
Foreign currency translation adjustments | 1,524 | (10,066) | 8,492 | (13,301) |
Unrealized gain (loss) on available-for-sale investments, net of tax of $799, $(1,889), $5,375, and $(2,060), respectively | (8,582) | 6,778 | (16,374) | 16,486 |
Other comprehensive (loss) income | (7,058) | (3,288) | (7,882) | 3,185 |
Comprehensive income (loss) | $ 41,789 | $ 4,179 | $ 56,828 | $ 29,494 |
Earnings per share: | ||||
Basic (in dollars per share) | $ 1.30 | $ 0.20 | $ 1.73 | $ 0.70 |
Diluted (in dollars per share) | 1.29 | 0.20 | 1.71 | 0.70 |
Cash dividends per common share: (in dollars per share) | $ 0.32 | $ 0.32 | $ 0.64 | $ 0.64 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 37,449 | 37,308 | 37,412 | 37,294 |
Diluted (in shares) | 37,926 | 37,478 | 37,816 | 37,475 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Earnings and Comprehensive Income (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Unrealized gains and losses on availiable-for-sale investments, net of tax | $ 799 | $ (1,889) | $ 5,375 | $ (2,060) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 121,458 | $ 91,612 |
Short-term available-for-sale investments | 40,927 | 66,102 |
Accounts receivable, less allowance for doubtful accounts of $905 and $696, respectively | 98,498 | 116,830 |
Inventories | 68,280 | 60,151 |
Prepaid expenses and other | 16,923 | 13,330 |
Total current assets | 346,086 | 348,025 |
Property and equipment, net | 138,461 | 135,124 |
Goodwill | 589,101 | 579,026 |
Intangible assets, net | 438,360 | 452,042 |
Other assets | 43,414 | 44,002 |
Total assets | 1,555,422 | 1,558,219 |
Current liabilities: | ||
Trade accounts payable | 11,318 | 16,856 |
Salaries, wages and related accruals | 26,537 | 26,602 |
Accrued expenses | 14,508 | 18,518 |
Deferred revenue | 6,016 | 5,968 |
Income taxes payable | 2,478 | |
Contingent consideration payable | 53,300 | 65,100 |
Total current liabilities | 111,679 | 135,522 |
Deferred income taxes | 74,103 | 120,596 |
Long-term debt obligations | 362,500 | 343,771 |
Long-term contingent consideration payable | 3,300 | |
Other long-term liabilities | 9,321 | 5,403 |
Shareholders' equity: | ||
Common stock, par value $.01 per share; authorized 100,000,000; issued and outstanding 37,469,896 and 37,356,041, respectively | 375 | 374 |
Additional paid-in capital | 214,697 | 199,161 |
Retained earnings | 839,564 | 799,027 |
Accumulated other comprehensive loss | (56,817) | (48,935) |
Total shareholders' equity | 997,819 | 949,627 |
Total liabilities and shareholders’ equity | $ 1,555,422 | $ 1,558,219 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Accounts receivable, allowance for doubtful accounts | $ 905 | $ 696 |
Common stock par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock authorized (in shares) | 100,000,000 | 100,000,000 |
Common stock issued (in shares) | 37,409,328 | 37,356,041 |
Common stock outstanding (in shares) | 37,409,328 | 37,356,041 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net earnings | $ 64,710 | $ 26,309 | |
Adjustments to reconcile net earnings to net cash provided by operating activities: | |||
Depreciation and amortization | 31,038 | 29,250 | |
Costs recognized on sale of acquired inventory | 582 | 2,133 | |
Deferred income taxes | (43,537) | (4,384) | |
Stock-based compensation expense | 8,839 | 7,245 | |
Fair value adjustment to contingent consideration payable | 19,900 | 12,400 | |
Other operating activity | 1,556 | (1,286) | [1] |
Change in operating assets and operating liabilities, net of acquisition: | |||
Trade accounts and other receivables | 18,636 | (6,406) | |
Inventories | (7,513) | (2,497) | |
Prepaid expenses | 1,321 | 235 | |
Trade accounts payable and accrued expenses | (4,736) | 5,248 | |
Salaries, wages and related accruals | 454 | (256) | |
Income taxes payable | (7,372) | (138) | |
Net cash provided by operating activities | 83,878 | 67,853 | |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Acquisitions, net of cash acquired | (10,644) | (255,929) | |
Proceeds from maturities of available-for-sale investments | 6,563 | 1,592 | |
Purchases of available-for-sale investments | (3,061) | (1,625) | |
Purchases of property and equipment | (11,608) | (5,295) | |
Purchase of equity investment | (40,000) | ||
Net cash used in investing activities | (18,750) | (301,257) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash dividends | (23,946) | (23,871) | |
Proceeds from stock option exercises | 6,699 | 2,105 | |
Excess tax benefit from stock option exercises | 305 | ||
Borrowings under line-of-credit agreement | 25,000 | 368,410 | |
Payments on line-of-credit | (6,000) | (116,500) | |
Payments of Contingent consideration | (35,000) | ||
Other financing | (2,157) | (171) | |
Net cash (used in) provided by financing activities | (35,404) | 230,278 | |
Effect of exchange rate changes on cash and cash equivalents | 122 | (2,175) | |
Net increase (decrease) in cash and cash equivalents | 29,846 | (5,301) | |
Cash and cash equivalents at beginning of period | 91,612 | 64,237 | |
Cash and cash equivalents at end of period | 121,458 | 58,936 | |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 3,630 | 3,405 | |
Cash paid for income taxes | $ 27,873 | $ 21,828 | |
[1] | Does not cross-foot due to the retrospective adoption of the cash flow presentation of employee taxes paid for shares withheld as part of ASU 2016-09 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Business Description and Accounting Policies [Text Block] | Note 1. Significant Accounting Policies: The interim consolidated financial statements of Bio-Techne Corporation and subsidiaries, (the Company) presented here have been prepared by the Company and are unaudited. They have been prepared in accordance with accoun ting principles generally accepted in the United States of America and with instructions to Form 10 10 X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the Un ited States of America have been condensed or omitted. These interim unaudited condensed consolidated financial statements should be read in conjunction with the Company's Consolidated Financial Statements and Notes thereto for the fiscal year ended June 30, 2017, 10 2017. 10 2017. As disclosed in the June 30, 2017 10 fourth 2017, ems for the Advanced Cell Diagnostics (ACD) acquisition recorded during the first 2017. not fourth 2017 2017 250, Th e impact of this revision on our unaudited consolidated statement of earnings and comprehensive income was as follows: Quarter Ended December 3 1 , 201 6 As Previously Reported Adjustment As Revised Cost of sales $ 46,725 $ (3,061 ) $ 43,664 Selling, general and administrative 55,655 1,326 56,981 Other (expense) income (2,607 ) (86 ) (2,693 ) Earnings before income taxes 13,539 1,649 15,188 Income taxes 7,226 495 7,721 Net earnings 6,313 1,154 7,467 Comprehensive income 3,025 1,154 4,179 Six Months Ended December 3 1 , 201 6 As Previously Reported Adjustment As Revised Cost of sales $ 92,837 $ (5,936 ) $ 86,901 Selling, general and administrative 101,918 487 102,405 Other (expense) income (3,921 ) (143 ) (4,064 ) Earnings before income taxes 37,666 5,306 42,972 Income taxes 15,071 1,592 16,663 Net earnings 22,595 3,714 26,309 Comprehensive income 25,780 3,714 29,494 The revisions had no impact to net cash provided by operating, investing, or financing activities. The impact of this revision to the individual line items within our unaudited consolidated statement of cash flows for the six December 31, 2016 Six Months Ended December 31 , 201 6 As Previously Reported Adjustment As Revised Costs recognized on the sale of acquired inventory $ 8,069 $ (5,936 ) $ 2,133 Other operating (1) 123 (1,580 ) (1,286 ) Changes in salaries, wages and related accruals (2,466 ) 2,210 (256 ) Changes in income tax payable (1,730 ) 1,592 (138 ) ( 1 Does not -foot due to the retrospective adoption of the cash flow presentation of employee taxes paid for shares withheld as part of ASU 2016 09 Recently Adopted Accounting Pronouncements In March 2016, 2016 09, Improvements to Employee Share-Based Payment Accounting July 1, 2017. In July 2015, 2015 11, Simplifying the Measurement of Inventory first first July 1, 2017. not Pronouncements Issued But Not In May 2014, No. 2014 09, Revenue from Contracts with Customers July 1, 2018. March 2016, No. 2016 08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) April 2016, No. 2016 10, Identifying Performance Obligations and Licensing, May 2016, No. 2016 12, Narrow-Scope Improvements and Practical Expedients No. 2014 09 No. 2014 09. The Company ’s approach to implementing the new standard includes performing a detailed review of key contracts representative of its different businesses, and comparing historical accounting policies and practices to the new standard. The guidance permits two The Company is continuing to assess the impact on our consolidated financial statements by finalizing our location surveys, reviewing unique customer contract terms, and developing processes to manage the changes in the revenue recognition guidance and gather information for the required disclosures. The company expects this process will be complete during the fourth 2018. not In January 2016, No. 2016 01, Recognition and Measurement of Financial Assets and Financial Liabilities December 15, 2017, July 1, 2018. not In February 2016, the FASB issued ASU 2016 02, Leases (Topic 842 December 15, 2018, July 1, 2019. 2016 02 In June 2016, FASB issued ASU 2016 13, Financial Instruments - Credit Losses (Topic 326 December 15, 2019, July 1, 2020. may December 15, 2018. 2016 13 In January 2017, No. 2017 01, Clarifying the Definition of a Business December 15, 2017, July 1, 2018. In May 2017, No. 2017 09, Scope of Modification Accounting may December 15, 2017, July 1, 2018. not |
Note 2 - Selected Balance Sheet
Note 2 - Selected Balance Sheet Data | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Supplemental Balance Sheet Disclosures [Text Block] | N ote 2. : Available -For-Sale Investments: The fair value of the Company's available-for- sale investments at December 31 , 2017 June 30, 2017 $40 .9 $66 .1 $21.7 $59.6 June 30, 2017 $37.9 December 31, 2017. $2 .1 $1 .4 December 31, 2017 June 30, 2017 $29.5 Inventories: Inventories consist of (in thousands): December 31 , June 30, 2017 2017 Raw materials $ 25,401 $ 22,074 Finished goods 42,879 38,077 Inventories, net $ 68,280 $ 60,151 Property and Equipment: Property and equipment consist of (in thousands): December 31 , June 30, 2017 2017 Land $ 6,270 $ 6,270 Buildings and improvements 167,486 158,495 Machinery and equipment 101,903 98,596 Property and equipment, cost 275,659 263,361 Accumulated depreciation and amortization (137,198 ) (128,237 ) Property and equipment, net $ 138,461 $ 135,124 Intangible Assets: Intangible assets consist of (in thousands): December 31 , June 30, 2017 2017 Developed technology $ 283,226 $ 276,959 Trade names 87,859 87,092 Customer relationships 207,230 204,243 Non-compete agreements 3,277 3,264 Patents 1,032 633 Intangible assets 582,624 572,191 Accumulated amortization (144,264 ) (120,149 ) Intangible assets, net $ 438,360 $ 452,042 Changes to the carrying amount of net intangible assets for the six December 31, 2017 Beginning balance $ 452,042 Acquisitions 5,520 Other additions 586 Amortization expense (22,675 ) Currency translation 2,887 Ending balance $ 438,360 The estimated future amortization expense for intangible assets as of December 31, 2017 2018 $ 22,887 2019 45,089 2020 44,385 2021 44,015 2022 42,263 Thereafter 239,721 Total $ 438,360 Goodwill: Changes to the carrying amount of goodwill for the six December 31, 2017 Biotechnology Protein Platforms Diagnostics Total Beginning balance $ 254,930 $ 220,826 $ 103,270 $ 579,026 Acquisitions (Note 3) 5,991 - - 5,991 Currency translation 1,692 2,392 - 4,084 Ending balance $ 262,613 $ 223,218 $ 103,270 $ 589,101 We evaluate the carrying value of goodwill in the fourth le impairment. The Company performed a quantitative assessment for all three fourth 2017. June 30, 2017. No were identified during the quarter ended December 31, 2017. no 350 July 1, 2002. Other Assets: Ot her Assets consist of (in thousands): December 31 , June 30, 2017 2017 Investments $ 40,385 $ 40,385 Other 3,029 3,617 Other assets $ 43,414 $ 44,002 As of December 31, 2017, $43.4 $44 .0 June 30, 2017. $40 .0 . made during the second 2017. 20% not not no may No December 31, 2017 . |
Note 3 - Acquisitions
Note 3 - Acquisitions | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 3 . 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 acquisition. Acquisition costs are recorded in selling, general and administrative expenses as incurred. Trevigen Inc. On September 5, 2017 $10.6 not first 2018. Certain estimated fair values are not 2018 Preliminary Allocation at Acquisition Date Adjustments to Fair Value Updated Opening Balance Sheet Allocation at December 31 , 2017 Current assets, net of cash $ 1,662 $ 1,662 Equipment and other long-term assets 154 (101 ) 53 Intangible assets: Developed technology 3,800 1,300 5,100 Trade name 1,400 (1,240 ) 160 Customer relationships 1,900 (1,640 ) 260 Goodwill 4,595 1,396 5,991 Total assets acquired 13,511 (285 ) 13,226 Liabil ities 92 295 387 Deferred income taxes, net 2,785 (590 ) 2,195 Net assets acquired $ 10,634 10 $ 10,644 Cash paid, net of cash acquired $ 10,634 10 $ 10,644 As summarized in the table, there have been adjustments totaling $1.4 adjustments primarily relate to refinements made to acquired intangible asset cash flow models, and updates to opening balance sheet deferred tax assets and liabilities upon completion of the December 31, 2017 Tangible assets acquired, net of liabilities assumed, were recorded at fair value on the date of close based on management's assessment. The purchase price allocated to developed technology, trade names, and customer relationships was based on management's forecasted cash inflows and outflows and using a relief-from-royalty and a multi-period excess earnings method to calculate the fair value of assets purchased. The developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. Amortization expense related to trade names, and customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The preliminary amortization periods for intangible assets acquired in fiscal 2018 13 11 1.5 not |
Note 4 - Fair Value Measurement
Note 4 - Fair Value Measurements | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Fair Value, Measurement Inputs, Disclosure [Text Block] | Note 4. The Company’s financial instruments include cash and cash equivalents, available for sale investments, accounts receivable, accounts payable, contingent consideration obligations, and long-term debt. Fair value is defined as the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. This standard also establishes a hierarchy for inputs used in measuring fair value. This standard maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability based on market data obtained from independent sources. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability based upon the best information available in the circumstances. The categorization of financial assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The hierarchy is broken down into three 1 2 not 3 one 3 may The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands): Total carrying value as of Fair Value Measurements Using Inputs Considered as December 31 , 2017 Level 1 Level 2 Level 3 Assets Equity securities (1) $ 37,867 $ 37,867 $ - $ - Liabilities Contingent Consideration $ 53,300 $ - $ - $ 53,300 Total carrying value a s of Fair Value Measurements Using Inputs Considered as June 30, 2017 Level 1 Level 2 Level 3 Assets Equity securities (1) $ 59,616 $ 59,616 $ - $ - Corporate bond securities (1) 2,057 - 2,057 - Total Assets $ 61,673 $ 59,616 $ 2,057 $ - Liabilities Contingent Consideration $ 68,400 $ - $ - $ 68,400 ( 1 Included in available- for-sale investments on the balance sheet Our available for sale securities are measured at fair value using quoted market prices in active markets for identical assets and are therefore classified as Level 1 2 All of our Level 2 one The use of different assumptions, applying different judgment to matters that inherently are subjective and changes in future market conditions could result in different estimates of fair value of our securities or contingent consideration, currently and in the future. If market conditions deteriorate, we may may In connection with the Advanced Cell Diagnostics (ACD) acquisition (fiscal 2017 2016 $75 .0 $7 .0 $35 .0 The fair value of the liabilities for the contingent payments recognized upon each acquisition as part of the purchase accounting opening balance sheet totaled $78.5 $37.0 $6.5 $35.0 3 As of June 30, 2017 ngent consideration payments were up to $50 .0 $3.5 $35 .0 . During the first 2018, $35.0 second 2018, $50.0 third 2018. The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobser vable inputs (Level 3 six December 31, 2017 ( Quarter Ended Six Months Ended December 31, 2017 December 31, 2017 Fair value at the beginning of period $ 40,900 $ 68,400 Payments - (35,000 ) Change in fair value of contingent consideration 12,400 19,900 Fair value at the end of period $ 53,300 $ 53,300 Fair value measurements of other financial instruments – The following methods and assumptions were used to estimate the fair value of each class of financial instrument for which it is practicable to estimate fair value. Cash and cash equivalents, certificates of deposit, accounts receivable, and accounts payable – The carrying amounts reported in the consolidated balance sheets approximate fair value because of the short-term nature of these items. Long-term debt – The carrying amounts reported in the consolidated balance sheets for the amount drawn on our line-of-credit facility approximates fair value because our interest rate is variable and reflects current market rates. |
Note 5 - Debt and Other Financi
Note 5 - Debt and Other Financing Arrangements | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 5. In fiscal 2017, July 28, 2016. $400 y an additional $200 may 0.5%, 1.00% 1.75% 25 The Credit Agreement matures on July 28, 2021 December 31, 2017, $362.5 |
Note 6 - Accumulated Other Comp
Note 6 - Accumulated Other Comprehensive Income | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Comprehensive Income (Loss) Note [Text Block] | Note 6. Accumulated Other Comprehensive Income: Changes in accumulated other comprehensive income (loss), net of tax, for the six December 31, 2017 Unrealized Gains (Losses) on Available- for-Sale Investments Foreign Currency Translation Adjustments Total Beginning balance $ 18,989 $ (67,924 ) $ (48,935 ) Other comprehensive income (loss) (16,374 ) 8,492 (7,882 ) Ending balance $ 2,615 (59,432 ) $ (56,817 ) |
Note 7 - Earnings Per Share
Note 7 - Earnings Per Share | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 7. Earnings Per Share: The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts): Quarter Ended Six Months Ended December 31, December 31, 2017 2016 2017 2016 Earnings per share – basic: Net income $ 48,847 $ 7,467 $ 64,710 $ 26,309 Income allocated to participating securities (41 ) (7 ) (50 ) (22 ) Income available to common shareholders $ 48,806 $ 7,460 $ 64,660 $ 26,287 Weighted-average shares outstanding – basic 37,449 37,308 37,412 37,294 Earnings per share – basic $ 1.30 $ 0.20 $ 1.73 $ 0.70 Earnings per share – diluted: Net income $ 48,847 $ 7,467 $ 64,710 $ 26,309 Income all ocated to participating securities (41 ) (7 ) (50 ) (22 ) Income available to common shareholders $ 48,806 $ 7,460 $ 64,660 $ 26,287 Weighted-average shares outstanding – basic 37,449 37,308 37,412 37,294 Dilutive effect of stock options and restricted stock units 477 170 404 181 Weighted-average common shares outstanding – diluted 37,926 37,478 37,816 37,475 Earnings per share – diluted $ 1.29 $ 0.20 $ 1.71 $ 0.70 The dilutive effect of stock options and restricted stock units in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period . The number of potentially dilutive option shares excluded from the calculation was 1 .6 2.0 December 31, 2017 2016, 1.7 2.0 six December 31, 2017 2016, |
Note 8 - Share-based Compensati
Note 8 - Share-based Compensation | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 8. During the six ended December 31, 2017 2016, 1.0 1.1 $118.97 $107.4 0 $21 .58 $18.13, six December 31, 2017 2016, 35,674 64 ,931 $125.02 $109.36, six December 31, 2017 2016, 20,106 23,965 $125.05 $104.94, Stock options for 70 ,069 23,145 $2 .8 $1.0 six December 31, 2017 2016, Stock-based compensation expense of $5 .0 $4.1 December 31, 2017 2016, $8.8 $7.2 six December 31, 2017 2016, December 31, 2017, $40 .2 2.5 |
Note 9 - Other Income (Expense)
Note 9 - Other Income (Expense) | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Other Income and Other Expense Disclosure [Text Block] | Note 9. The components of other income (expense) in the accompanying Statement of Earnings and Compr ehensive Income are as follows: Quarter Ended Six Months December 31, December 31, 2017 2016 2017 2016 Interest expense $ (2,331 ) $ (1,921 ) $ (4,574 ) $ (3,321 ) Interest income 68 89 144 138 Ot her non-operating income (expense), net (154 ) (861 ) (1,050 ) (881 ) To tal other income (expense) $ (2,417 ) $ (2,693 ) $ (5,480 ) $ (4,064 ) |
Note 10 - Income Taxes
Note 10 - Income Taxes | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 10. The Company’s effective income tax rate was ( 124.7 50.8% second 2018 2017, 44.8 38.8% first six 2018 2017, second first six 2018 second first six 2017 2018 discrete tax benefit of $0.3 $0.7 second first six 2018 $2.9 $3.8 second first six 2018 not second first six 2017 $4.6 On December 22, 2017, June30, 2018 not 1 2 one may eight 3 first 35 21 January 1, 2018. 15 June 30, 2018. 28.1 2018, 21 2019 The Tax Act also puts in place new tax laws that will impact our taxable income beginning in fiscal 2019, not 1 2 3 50 4 5 6 7 Shortly after the Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118, 118 ’s impact. SAB 118 no one may 740. 118, 740 To the extent that a company ’s accounting for certain income tax effects of the Tax Act is incomplete, the Company can determine a reasonable estimate for those effects and record a provisional estimate in the financial statements in the first 740 first We have recorded a provisional net tax benefit of $33.5 December 31, 2017. $37.0 $3.5 Reduction in U.S. Corporate Rate: The Act reduces the U.S. federal statutory corporate tax rate to a blended 28.1 June 30, 2018 21 June 30, 2019 December 22, 2017, June 30, 2018. Transition Tax: The tra nsition tax is a tax on the previously untaxed accumulated and current earnings and profits (E&P) of certain of our foreign subsidiaries as of December 22, 2017. 1986 $3.5 Company expects to elect to pay, net of certain tax credit carryforwards, over eight 2019. $0.3 $3.2 December 31, 2017 June 30, 2018 10 Global intangible low-taxed income (GILTI): The Tax Act includes a provision designed to currently tax global intangible low-taxed income starting in fiscal 2019. 740, In addition, we are awaiting further interpretive guidance in connection with the computation of the GILTI tax. For these reasons, we are not As of June 30, 2017, no December 31, 2017 2018 not not We are also currently analyzing other provisions of the Tax Act that come into effect for tax years starting July 1, 2018 |
Note 11 - Segment Information
Note 11 - Segment Information | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 11. The Company's management evaluates segment operating performance based on operating income before certain charges to cost of sales and selling, general and administrative expenses, principally associated with acquisition accounting related to inventory, amortization of acquisition-related intangible assets and other acquisition-related expenses. The following is financial information relating to the Company's reportable segments (in thousands): Quarter Ended Six M onths Ended December 31, December 31, 2017 2016 2017 2016 Net sales: Biotechnology 101,411 85,953 $ 196,487 $ 172,740 Protein Platforms 29,388 21,548 54,028 41,121 Diagnostics 23,429 24,330 48,415 48,563 Intersegment (75 ) (24 ) (164 ) (36 ) Consolidated net sales 154,153 131,807 $ 298,766 $ 262,388 O perating income: Biotechnology $ 46,210 $ 39,474 $ 90,813 $ 81,594 Protein Platforms 6,119 1,843 9,175 2,052 Diagnostics 3,777 5,801 9,606 12,104 Segment operating income $ 56,106 $ 47,118 $ 109,594 $ 96,110 Costs recognized on sale of acquired inventory (264 ) (789 ) (582 ) (2,133 ) Amortization of acquisition related intangible assets (11,296 ) (11,627 ) (22,675 ) (21,815 ) Acquisition related expenses (13,150 ) (12,056 ) (22,683 ) (15,588 ) Stock based compensation (5,044 ) (4,055 ) (8,839 ) (7,245 ) Corporate general, selling, and administrative expenses (2,204 ) (710 ) (4,636 ) (2,293 ) Consolidated operating income 24,148 17,881 $ 50,179 $ 47,036 |
Note 12 - Subsequent Events
Note 12 - Subsequent Events | 6 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 12. On January 2, 2018, Techne acquired Atlanta Biologicals, Inc. and its affiliated company, Scientific Ventures, Inc for approximately $50 . The purchase accounting for this acquisition is in progress . On February 1, 2018 7.5 The transaction was financed through cash on hand. The purchase accounting for this acquisition is in progress. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Adopted Accounting Pronouncements In March 2016, 2016 09, Improvements to Employee Share-Based Payment Accounting July 1, 2017. In July 2015, 2015 11, Simplifying the Measurement of Inventory first first July 1, 2017. not Pronouncements Issued But Not In May 2014, No. 2014 09, Revenue from Contracts with Customers July 1, 2018. March 2016, No. 2016 08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net) April 2016, No. 2016 10, Identifying Performance Obligations and Licensing, May 2016, No. 2016 12, Narrow-Scope Improvements and Practical Expedients No. 2014 09 No. 2014 09. The Company ’s approach to implementing the new standard includes performing a detailed review of key contracts representative of its different businesses, and comparing historical accounting policies and practices to the new standard. The guidance permits two The Company is continuing to assess the impact on our consolidated financial statements by finalizing our location surveys, reviewing unique customer contract terms, and developing processes to manage the changes in the revenue recognition guidance and gather information for the required disclosures. The company expects this process will be complete during the fourth 2018. not In January 2016, No. 2016 01, Recognition and Measurement of Financial Assets and Financial Liabilities December 15, 2017, July 1, 2018. not In February 2016, the FASB issued ASU 2016 02, Leases (Topic 842 December 15, 2018, July 1, 2019. 2016 02 In June 2016, FASB issued ASU 2016 13, Financial Instruments - Credit Losses (Topic 326 December 15, 2019, July 1, 2020. may December 15, 2018. 2016 13 In January 2017, No. 2017 01, Clarifying the Definition of a Business December 15, 2017, July 1, 2018. In May 2017, No. 2017 09, Scope of Modification Accounting may December 15, 2017, July 1, 2018. not |
Note 1 - Basis of Presentatio20
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | Quarter Ended December 3 1 , 201 6 As Previously Reported Adjustment As Revised Cost of sales $ 46,725 $ (3,061 ) $ 43,664 Selling, general and administrative 55,655 1,326 56,981 Other (expense) income (2,607 ) (86 ) (2,693 ) Earnings before income taxes 13,539 1,649 15,188 Income taxes 7,226 495 7,721 Net earnings 6,313 1,154 7,467 Comprehensive income 3,025 1,154 4,179 Six Months Ended December 3 1 , 201 6 As Previously Reported Adjustment As Revised Cost of sales $ 92,837 $ (5,936 ) $ 86,901 Selling, general and administrative 101,918 487 102,405 Other (expense) income (3,921 ) (143 ) (4,064 ) Earnings before income taxes 37,666 5,306 42,972 Income taxes 15,071 1,592 16,663 Net earnings 22,595 3,714 26,309 Comprehensive income 25,780 3,714 29,494 Six Months Ended December 31 , 201 6 As Previously Reported Adjustment As Revised Costs recognized on the sale of acquired inventory $ 8,069 $ (5,936 ) $ 2,133 Other operating (1) 123 (1,580 ) (1,286 ) Changes in salaries, wages and related accruals (2,466 ) 2,210 (256 ) Changes in income tax payable (1,730 ) 1,592 (138 ) |
Note 2 - Selected Balance She21
Note 2 - Selected Balance Sheet Data (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | December 31 , June 30, 2017 2017 Raw materials $ 25,401 $ 22,074 Finished goods 42,879 38,077 Inventories, net $ 68,280 $ 60,151 |
Property, Plant and Equipment [Table Text Block] | December 31 , June 30, 2017 2017 Land $ 6,270 $ 6,270 Buildings and improvements 167,486 158,495 Machinery and equipment 101,903 98,596 Property and equipment, cost 275,659 263,361 Accumulated depreciation and amortization (137,198 ) (128,237 ) Property and equipment, net $ 138,461 $ 135,124 |
Schedule of Intangible Assets and Goodwill [Table Text Block] | December 31 , June 30, 2017 2017 Developed technology $ 283,226 $ 276,959 Trade names 87,859 87,092 Customer relationships 207,230 204,243 Non-compete agreements 3,277 3,264 Patents 1,032 633 Intangible assets 582,624 572,191 Accumulated amortization (144,264 ) (120,149 ) Intangible assets, net $ 438,360 $ 452,042 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Beginning balance $ 452,042 Acquisitions 5,520 Other additions 586 Amortization expense (22,675 ) Currency translation 2,887 Ending balance $ 438,360 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | 2018 $ 22,887 2019 45,089 2020 44,385 2021 44,015 2022 42,263 Thereafter 239,721 Total $ 438,360 |
Schedule of Goodwill [Table Text Block] | Biotechnology Protein Platforms Diagnostics Total Beginning balance $ 254,930 $ 220,826 $ 103,270 $ 579,026 Acquisitions (Note 3) 5,991 - - 5,991 Currency translation 1,692 2,392 - 4,084 Ending balance $ 262,613 $ 223,218 $ 103,270 $ 589,101 |
Schedule of Other Assets, Noncurrent [Table Text Block] | December 31 , June 30, 2017 2017 Investments $ 40,385 $ 40,385 Other 3,029 3,617 Other assets $ 43,414 $ 44,002 |
Note 3 - Acquisitions (Tables)
Note 3 - Acquisitions (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Preliminary Allocation at Acquisition Date Adjustments to Fair Value Updated Opening Balance Sheet Allocation at December 31 , 2017 Current assets, net of cash $ 1,662 $ 1,662 Equipment and other long-term assets 154 (101 ) 53 Intangible assets: Developed technology 3,800 1,300 5,100 Trade name 1,400 (1,240 ) 160 Customer relationships 1,900 (1,640 ) 260 Goodwill 4,595 1,396 5,991 Total assets acquired 13,511 (285 ) 13,226 Liabil ities 92 295 387 Deferred income taxes, net 2,785 (590 ) 2,195 Net assets acquired $ 10,634 10 $ 10,644 Cash paid, net of cash acquired $ 10,634 10 $ 10,644 |
Note 4 - Fair Value Measureme23
Note 4 - Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Total carrying value as of Fair Value Measurements Using Inputs Considered as December 31 , 2017 Level 1 Level 2 Level 3 Assets Equity securities (1) $ 37,867 $ 37,867 $ - $ - Liabilities Contingent Consideration $ 53,300 $ - $ - $ 53,300 Total carrying value a s of Fair Value Measurements Using Inputs Considered as June 30, 2017 Level 1 Level 2 Level 3 Assets Equity securities (1) $ 59,616 $ 59,616 $ - $ - Corporate bond securities (1) 2,057 - 2,057 - Total Assets $ 61,673 $ 59,616 $ 2,057 $ - Liabilities Contingent Consideration $ 68,400 $ - $ - $ 68,400 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Quarter Ended Six Months Ended December 31, 2017 December 31, 2017 Fair value at the beginning of period $ 40,900 $ 68,400 Payments - (35,000 ) Change in fair value of contingent consideration 12,400 19,900 Fair value at the end of period $ 53,300 $ 53,300 |
Note 6 - Accumulated Other Co24
Note 6 - Accumulated Other Comprehensive Income (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | Unrealized Gains (Losses) on Available- for-Sale Investments Foreign Currency Translation Adjustments Total Beginning balance $ 18,989 $ (67,924 ) $ (48,935 ) Other comprehensive income (loss) (16,374 ) 8,492 (7,882 ) Ending balance $ 2,615 (59,432 ) $ (56,817 ) |
Note 7 - Earnings Per Share (Ta
Note 7 - Earnings Per Share (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Quarter Ended Six Months Ended December 31, December 31, 2017 2016 2017 2016 Earnings per share – basic: Net income $ 48,847 $ 7,467 $ 64,710 $ 26,309 Income allocated to participating securities (41 ) (7 ) (50 ) (22 ) Income available to common shareholders $ 48,806 $ 7,460 $ 64,660 $ 26,287 Weighted-average shares outstanding – basic 37,449 37,308 37,412 37,294 Earnings per share – basic $ 1.30 $ 0.20 $ 1.73 $ 0.70 Earnings per share – diluted: Net income $ 48,847 $ 7,467 $ 64,710 $ 26,309 Income all ocated to participating securities (41 ) (7 ) (50 ) (22 ) Income available to common shareholders $ 48,806 $ 7,460 $ 64,660 $ 26,287 Weighted-average shares outstanding – basic 37,449 37,308 37,412 37,294 Dilutive effect of stock options and restricted stock units 477 170 404 181 Weighted-average common shares outstanding – diluted 37,926 37,478 37,816 37,475 Earnings per share – diluted $ 1.29 $ 0.20 $ 1.71 $ 0.70 |
Note 9 - Other Income (Expens26
Note 9 - Other Income (Expense) (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Other Nonoperating Income (Expense) [Table Text Block] | Quarter Ended Six Months December 31, December 31, 2017 2016 2017 2016 Interest expense $ (2,331 ) $ (1,921 ) $ (4,574 ) $ (3,321 ) Interest income 68 89 144 138 Ot her non-operating income (expense), net (154 ) (861 ) (1,050 ) (881 ) To tal other income (expense) $ (2,417 ) $ (2,693 ) $ (5,480 ) $ (4,064 ) |
Note 11 - Segment Information (
Note 11 - Segment Information (Tables) | 6 Months Ended |
Dec. 31, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Quarter Ended Six M onths Ended December 31, December 31, 2017 2016 2017 2016 Net sales: Biotechnology 101,411 85,953 $ 196,487 $ 172,740 Protein Platforms 29,388 21,548 54,028 41,121 Diagnostics 23,429 24,330 48,415 48,563 Intersegment (75 ) (24 ) (164 ) (36 ) Consolidated net sales 154,153 131,807 $ 298,766 $ 262,388 O perating income: Biotechnology $ 46,210 $ 39,474 $ 90,813 $ 81,594 Protein Platforms 6,119 1,843 9,175 2,052 Diagnostics 3,777 5,801 9,606 12,104 Segment operating income $ 56,106 $ 47,118 $ 109,594 $ 96,110 Costs recognized on sale of acquired inventory (264 ) (789 ) (582 ) (2,133 ) Amortization of acquisition related intangible assets (11,296 ) (11,627 ) (22,675 ) (21,815 ) Acquisition related expenses (13,150 ) (12,056 ) (22,683 ) (15,588 ) Stock based compensation (5,044 ) (4,055 ) (8,839 ) (7,245 ) Corporate general, selling, and administrative expenses (2,204 ) (710 ) (4,636 ) (2,293 ) Consolidated operating income 24,148 17,881 $ 50,179 $ 47,036 |
Note 1 - Basis of Presentatio28
Note 1 - Basis of Presentation and Summary of Significant Accounting Policies - Revision of Unaudited Consolidated Financial Statements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |||
Cost of sales | $ 52,319 | $ 43,664 | $ 99,064 | $ 86,901 | ||
Selling, general and administrative | 63,775 | 56,981 | 122,064 | 102,405 | ||
Other (expense) income | (2,417) | (2,693) | (5,480) | (4,064) | ||
Earnings before income taxes | 21,731 | 15,188 | 44,699 | 42,972 | ||
Income tax expense (benefit) | (27,116) | 7,721 | (20,011) | 16,663 | ||
Net earnings | 48,847 | 7,467 | 64,710 | 26,309 | ||
Comprehensive income | $ 41,789 | 4,179 | 56,828 | 29,494 | ||
Costs recognized on sale of acquired inventory | 582 | 2,133 | ||||
Other operating activity | 1,556 | (1,286) | [1] | |||
Changes in salaries, wages and related accruals | 454 | (256) | ||||
Changes in income tax payable | $ (7,372) | (138) | ||||
Scenario, Previously Reported [Member] | ||||||
Cost of sales | 46,725 | 92,837 | ||||
Selling, general and administrative | 55,655 | 101,918 | ||||
Other (expense) income | (2,607) | (3,921) | ||||
Earnings before income taxes | 13,539 | 37,666 | ||||
Income tax expense (benefit) | 7,226 | 15,071 | ||||
Net earnings | 6,313 | 22,595 | ||||
Comprehensive income | 3,025 | 25,780 | ||||
Costs recognized on sale of acquired inventory | 8,069 | |||||
Other operating activity | [1] | 123 | ||||
Changes in salaries, wages and related accruals | (2,466) | |||||
Changes in income tax payable | (1,730) | |||||
Restatement Adjustment [Member] | ||||||
Cost of sales | (3,061) | (5,936) | ||||
Selling, general and administrative | 1,326 | 487 | ||||
Other (expense) income | (86) | (143) | ||||
Earnings before income taxes | 1,649 | 5,306 | ||||
Income tax expense (benefit) | 495 | 1,592 | ||||
Net earnings | 1,154 | 3,714 | ||||
Comprehensive income | $ 1,154 | 3,714 | ||||
Costs recognized on sale of acquired inventory | (5,936) | |||||
Other operating activity | [1] | (1,580) | ||||
Changes in salaries, wages and related accruals | 2,210 | |||||
Changes in income tax payable | $ 1,592 | |||||
[1] | Does not cross-foot due to the retrospective adoption of the cash flow presentation of employee taxes paid for shares withheld as part of ASU 2016-09 |
Note 2 - Selected Balance She29
Note 2 - Selected Balance Sheet Data (Details Textual) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2016USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 30, 2017USD ($) | |
Available-for-sale Securities | $ 40,900 | $ 66,100 | ||
Payments to Acquire Available-for-sale Securities | $ 3,061 | $ 1,625 | ||
Number of Reporting Units | 3 | |||
Goodwill, Impairment Loss | $ 0 | |||
Other Assets, Noncurrent | 43,414 | 44,002 | ||
Astute Medical, Inc. [Member] | ||||
Payments to Acquire Investments | $ 40,000 | |||
Advanced Cell Diagnostics (ACD) [Member] | Available-for-sale Securities [Member] | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Current Assets, Marketable Securities | 2,100 | |||
ChemoCentryx, Inc (CCXI) [Member] | ||||
Available-for-sale Securities | 37,900 | $ 59,600 | ||
Available-for-sale Securities, Gross Realized Losses | 21,700 | |||
Available-for-sale Equity Securities, Amortized Cost Basis | 29,500 | |||
Certificates Of Deposit [Member] | CHINA | ||||
Payments to Acquire Available-for-sale Securities | $ 1,400 |
Note 2 - Selected Balance She30
Note 2 - Selected Balance Sheet Data - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Raw materials | $ 25,401 | $ 22,074 |
Finished goods | 42,879 | 38,077 |
Inventories, net | $ 68,280 | $ 60,151 |
Note 2 - Selected Balance She31
Note 2 - Selected Balance Sheet Data - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Property and equipment, cost | $ 275,659 | $ 263,361 |
Accumulated depreciation and amortization | (137,198) | (128,237) |
Property and equipment, net | 138,461 | 135,124 |
Land [Member] | ||
Property and equipment, cost | 6,270 | 6,270 |
Building and Building Improvements [Member] | ||
Property and equipment, cost | 167,486 | 158,495 |
Machinery and Equipment [Member] | ||
Property and equipment, cost | $ 101,903 | $ 98,596 |
Note 2 - Selected Balance She32
Note 2 - Selected Balance Sheet Data - Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Intangible assets | $ 582,624 | $ 572,191 |
Accumulated amortization | (144,264) | (120,149) |
Intangible assets, net | 438,360 | 452,042 |
Developed Technology Rights [Member] | ||
Intangible assets | 283,226 | 276,959 |
Trade Names [Member] | ||
Intangible assets | 87,859 | 87,092 |
Customer Relationships [Member] | ||
Intangible assets | 207,230 | 204,243 |
Noncompete Agreements [Member] | ||
Intangible assets | 3,277 | 3,264 |
Patents [Member] | ||
Intangible assets | $ 1,032 | $ 633 |
Note 2 - Selected Balance She33
Note 2 - Selected Balance Sheet Data - Changes to Carrying Amount of Net Intangible Assets (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Beginning balance | $ 452,042 |
Acquisitions | 5,520 |
Other additions | 586 |
Amortization expense | (22,675) |
Currency translation | 2,887 |
Ending balance | $ 438,360 |
Note 2 - Selected Balance She34
Note 2 - Selected Balance Sheet Data - Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Dec. 31, 2017USD ($) |
2,018 | $ 22,887 |
2,019 | 45,089 |
2,020 | 44,385 |
2,021 | 44,015 |
2,022 | 42,263 |
Thereafter | 239,721 |
Total | $ 438,360 |
Note 2 - Selected Balance She35
Note 2 - Selected Balance Sheet Data - Changes in Carrying Amount of Goodwill (Details) $ in Thousands | 6 Months Ended |
Dec. 31, 2017USD ($) | |
Beginning balance | $ 579,026 |
Acquisitions (Note 3) | 5,991 |
Currency translation | 4,084 |
Ending balance | 589,101 |
Biotechnology [Member] | |
Beginning balance | 254,930 |
Acquisitions (Note 3) | 5,991 |
Currency translation | 1,692 |
Ending balance | 262,613 |
Protein Platforms [Member] | |
Beginning balance | 220,826 |
Acquisitions (Note 3) | |
Currency translation | 2,392 |
Ending balance | 223,218 |
Diagnostics [Member] | |
Beginning balance | 103,270 |
Acquisitions (Note 3) | |
Currency translation | |
Ending balance | $ 103,270 |
Note 2 - Selected Balance She36
Note 2 - Selected Balance Sheet Data - Other Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 |
Investments | $ 40,385 | $ 40,385 |
Other | 3,029 | 3,617 |
Other assets | $ 43,414 | $ 44,002 |
Note 3 - Acquisitions (Details
Note 3 - Acquisitions (Details Textual) - USD ($) $ in Thousands | Sep. 05, 2017 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Payments to Acquire Businesses, Net of Cash Acquired | $ 10,644 | $ 255,929 | ||
Trevigen Inc. [Member] | ||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 10,600 | |||
Goodwill, Purchase Accounting Adjustments | $ 1,396 | |||
Trevigen Inc. [Member] | Developed Technology Rights [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 13 years | |||
Trevigen Inc. [Member] | Customer Relationships [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 11 years | |||
Trevigen Inc. [Member] | Trade Names [Member] | ||||
Finite-Lived Intangible Asset, Useful Life | 1 year 182 days |
Note 3 - Acquisitions - Fair Va
Note 3 - Acquisitions - Fair Value of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands | Sep. 05, 2017 | Dec. 31, 2017 | Jun. 30, 2017 |
Goodwill | $ 589,101 | $ 579,026 | |
Trevigen Inc. [Member] | |||
Current assets, net of cash | $ 1,662 | 1,662 | |
Adjustments to fair value, current assets, net of cash | |||
Equipment and other long-term assets | 154 | 53 | |
Adjustments to fair value, equipment and other long-term assets | (101) | ||
Goodwill | 4,595 | 5,991 | |
Adjustments to fair value, goodwill | 1,396 | ||
Total assets acquired | 13,511 | 13,226 | |
Adjustments to fair value, total assets acquired | (285) | ||
Liabilities | 92 | 387 | |
Adjustments to fair value, liabilities | 295 | ||
Deferred income taxes, net | 2,785 | 2,195 | |
Adjustments to fair value, deferred income taxes, net | (590) | ||
Net assets acquired | 10,634 | 10,644 | |
Adjustments to fair value, net assets acquired | 10 | ||
Cash paid, net of cash acquired | 10,634 | 10,644 | |
Adjustments to fair value, cash paid, net of cash acquired | 10 | ||
Trevigen Inc. [Member] | Developed Technology Rights [Member] | |||
Intangible assets | 3,800 | 5,100 | |
Adjustments to fair value, intangible assets | 1,300 | ||
Trevigen Inc. [Member] | Trade Names [Member] | |||
Intangible assets | 1,400 | 160 | |
Adjustments to fair value, intangible assets | (1,240) | ||
Trevigen Inc. [Member] | Customer Relationships [Member] | |||
Intangible assets | $ 1,900 | 260 | |
Adjustments to fair value, intangible assets | $ (1,640) |
Note 4 - Fair Value Measureme39
Note 4 - Fair Value Measurements (Details Textual) - USD ($) $ in Millions | 3 Months Ended | ||||||
Mar. 31, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | Aug. 01, 2016 | Mar. 14, 2016 | Nov. 03, 2014 | |
Advanced Cell Diagnostics (ACD) [Member] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 75 | $ 50 | |||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 37 | ||||||
Advanced Cell Diagnostics (ACD) [Member] | Scenario, Forecast [Member] | |||||||
Payment for Contingent Consideration Liability | $ 50 | ||||||
Zephyrus [Member] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 7 | 3.5 | |||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 6.5 | ||||||
CyVek, Inc. [Member] | |||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 35 | $ 35 | |||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 35 | ||||||
Payment for Contingent Consideration Liability | $ 35 | ||||||
Advance Cell Diagnostics (ACD), Zephyrus, and CyVek Inc.[Member] | |||||||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | $ 78.5 |
Note 4 - Fair Value Measureme40
Note 4 - Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Jun. 30, 2017 | |
Contingent Consideration | $ 53,300 | $ 68,400 | |
Total Assets | 61,673 | ||
Fair Value, Inputs, Level 1 [Member] | |||
Contingent Consideration | |||
Total Assets | 59,616 | ||
Fair Value, Inputs, Level 2 [Member] | |||
Contingent Consideration | |||
Total Assets | 2,057 | ||
Fair Value, Inputs, Level 3 [Member] | |||
Contingent Consideration | 53,300 | 68,400 | |
Total Assets | |||
Equity Securities [Member] | |||
Corporate securities | [1] | 37,867 | 59,616 |
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Corporate securities | [1] | 37,867 | 59,616 |
Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Corporate securities | [1] | ||
Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Corporate securities | [1] | ||
Corporate Debt Securities [Member] | |||
Corporate securities | [1] | 2,057 | |
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member] | |||
Corporate securities | [1] | ||
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member] | |||
Corporate securities | [1] | 2,057 | |
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Corporate securities | [1] | ||
[1] | Included in available-for-sale investments on the balance sheet |
Note 4 - Fair Value Measureme41
Note 4 - Fair Value Measurements - Liability Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs (Details) - Contingent Consideration [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Dec. 31, 2017 | Dec. 31, 2017 | |
Fair value at the beginning of period | $ 40.9 | $ 68.4 |
Payments | (35) | |
Change in fair value of contingent consideration | 12.4 | 19.9 |
Fair value at the end of period | $ 53.3 | $ 53.3 |
Note 5 - Debt and Other Finan42
Note 5 - Debt and Other Financing Arrangements (Details Textual) - USD ($) $ in Millions | Jul. 28, 2016 | Dec. 31, 2017 |
Long-term Line of Credit | $ 362.5 | |
Revolving Credit Facility [Member] | ||
Line of Credit Facility, Current Borrowing Capacity | $ 400 | |
Line of Credit Facility, Additional Borrowing Capacity | $ 200 | |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% | |
Line of Credit Facility, Expiration Date | Jul. 28, 2021 | |
Revolving Credit Facility [Member] | Federal Funds Effective Swap Rate [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | |
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | ||
Debt Instrument, Basis Spread on Variable Rate | 1.75% |
Note 6 - Accumulated Other Co43
Note 6 - Accumulated Other Comprehensive Income - Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Beginning balance | $ 949,627 | |||
Other comprehensive income (loss) | $ (7,058) | $ (3,288) | (7,882) | $ 3,185 |
Ending balance | 997,819 | 997,819 | ||
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member] | ||||
Beginning balance | 18,989 | |||
Other comprehensive income (loss) | (16,374) | |||
Ending balance | 2,615 | 2,615 | ||
Accumulated Foreign Currency Adjustment Attributable to Parent [Member] | ||||
Beginning balance | (67,924) | |||
Other comprehensive income (loss) | 8,492 | |||
Ending balance | (59,432) | (59,432) | ||
AOCI Attributable to Parent [Member] | ||||
Beginning balance | (48,935) | |||
Other comprehensive income (loss) | (7,882) | |||
Ending balance | $ (56,817) | $ (56,817) |
Note 7 - Earnings Per Share (De
Note 7 - Earnings Per Share (Details Textual) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1.6 | 2 | 1.7 | 2 |
Note 7 - Earnings Per Share - S
Note 7 - Earnings Per Share - Shares Used in the Earnings Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net earnings | $ 48,847 | $ 7,467 | $ 64,710 | $ 26,309 |
Income allocated to participating securities | (41) | (7) | (50) | (22) |
Income available to common shareholders | $ 48,806 | $ 7,460 | $ 64,660 | $ 26,287 |
Basic (in shares) | 37,449 | 37,308 | 37,412 | 37,294 |
Basic (in dollars per share) | $ 1.30 | $ 0.20 | $ 1.73 | $ 0.70 |
Net income | $ 48,847 | $ 7,467 | $ 64,710 | $ 26,309 |
Income available to common shareholders | $ 48,806 | $ 7,460 | $ 64,660 | $ 26,287 |
Weighted-average shares outstanding – basic (in shares) | 37,449 | 37,308 | 37,412 | 37,294 |
Dilutive effect of stock options and restricted stock units (in shares) | 477 | 170 | 404 | 181 |
Diluted (in shares) | 37,926 | 37,478 | 37,816 | 37,475 |
Diluted (in dollars per share) | $ 1.29 | $ 0.20 | $ 1.71 | $ 0.70 |
Note 8 - Share-based Compensa46
Note 8 - Share-based Compensation (Details Textual) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,000,000 | 1,100,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 118.97 | $ 107.40 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 21.58 | $ 18.13 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 70,069 | 23,145 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | $ 2.8 | $ 1 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 40.2 | $ 40.2 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 182 days | |||
Selling, General and Administrative Expenses [Member] | ||||
Allocated Share-based Compensation Expense | $ 5 | $ 4.1 | $ 8.8 | $ 7.2 |
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 35,674 | 64,931 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 125.02 | $ 109.36 | ||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 20,106 | 23,965 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value | $ 125.05 | $ 104.94 |
Note 9 - Other Income (Expens47
Note 9 - Other Income (Expense) - Schedule of Components of Other Income (Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest expense | $ (2,331) | $ (1,921) | $ (4,574) | $ (3,321) |
Interest income | 68 | 89 | 144 | 138 |
Other non-operating income (expense), net | (154) | (861) | (1,050) | (881) |
Total other income (expense) | $ (2,417) | $ (2,693) | $ (5,480) | $ (4,064) |
Note 10 - Income Taxes (Details
Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Jun. 30, 2018 | Jun. 30, 2017 | |
Effective Income Tax Rate Reconciliation, Percent | (124.70%) | 50.80% | (44.80%) | 38.80% | |||
Income Tax Expense (Benefit), Discrete Tax Items | $ (300) | $ 2,900 | $ (700) | $ 3,800 | |||
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Revaluation of Contingent Consideration | $ 4,600 | ||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | ||||||
Income Tax Expense (Benefit), Continuing Operations, Adjustments, New Legislation | $ (33,500) | ||||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | (37,000) | ||||||
Income Tax Expense (Benefit), Continuing Operations, Adjustments on Transition Tax | 3,500 | ||||||
Accrued Income Taxes, Current | $ 2,478 | ||||||
Transition Tax [Member] | |||||||
Accrued Income Taxes, Current | 300 | 300 | |||||
Accrued Income Taxes, Noncurrent | $ 3,200 | $ 3,200 | |||||
Scenario, Forecast [Member] | |||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | 28.10% |
Note 11 - Segment Information -
Note 11 - Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net sales | $ 154,153 | $ 131,807 | $ 298,766 | $ 262,388 |
Operating income | 24,148 | 17,881 | 50,179 | 47,036 |
Amortization of acquisition related intangible assets | (22,675) | |||
Corporate general, selling, and administrative expenses | (63,775) | (56,981) | (122,064) | (102,405) |
Acquisition Related [Member] | ||||
Corporate general, selling, and administrative expenses | (2,204) | (710) | (4,636) | (2,293) |
Operating Segments [Member] | ||||
Operating income | 56,106 | 47,118 | 109,594 | 96,110 |
Intersegment Eliminations [Member] | ||||
Net sales | (75) | (24) | (164) | (36) |
Segment Reconciling Items [Member] | ||||
Costs recognized on sale of acquired inventory | (264) | (789) | (582) | (2,133) |
Amortization of acquisition related intangible assets | (11,296) | (11,627) | (22,675) | (21,815) |
Acquisition related expenses | (13,150) | (12,056) | (22,683) | (15,588) |
Stock based compensation | (5,044) | (4,055) | (8,839) | (7,245) |
Biotechnology [Member] | Operating Segments [Member] | ||||
Net sales | 101,411 | 85,953 | 196,487 | 172,740 |
Operating income | 46,210 | 39,474 | 90,813 | 81,594 |
Protein Platforms [Member] | Operating Segments [Member] | ||||
Net sales | 29,388 | 21,548 | 54,028 | 41,121 |
Operating income | 6,119 | 1,843 | 9,175 | 2,052 |
Diagnostics [Member] | Operating Segments [Member] | ||||
Net sales | 23,429 | 24,330 | 48,415 | 48,563 |
Operating income | $ 3,777 | $ 5,801 | $ 9,606 | $ 12,104 |
Note 12 - Subsequent Events (De
Note 12 - Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) $ in Millions | Feb. 01, 2018 | Jan. 02, 2018 |
Atlanta Biologicals [Member] | ||
Business Combination, Consideration Transferred | $ 50 | |
Eurocell Diagnostics, SAS [Member] | ||
Business Combination, Consideration Transferred | $ 7.5 |