10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2018, or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period

from                      to

Commission file number 0-17272

BIO-TECHNE CORPORATION

(Exact name of registrant as specified in its charter)

Minnesota	41-1427402
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
614 McKinley Place N.E. Minneapolis, MN 55413	(612) 379-8854
(Address of principal executive offices) (Zip Code)	(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, $0.01 par value	The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☒  No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes ☐  No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes ☒  No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐  No ☒

As of December 31, 2017 the aggregate market value of the Common Stock held by non-affiliates of the Registrant was $3.4 billion based upon the closing sale price as reported on The Nasdaq Stock Market ($129.55 per share). Shares of Common Stock held by each officer and director and by each person who owns 5% or more of the outstanding Common Stock have been excluded.

As of August 23, 2018, 37,731,348 shares of the Company’s Common Stock ($0.01 par value) were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Company’s Proxy Statement for its 2018 Annual Meeting of Shareholders are incorporated by reference into Part III.

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	10
Item 1B.	Unresolved Staff Comments	18
Item 2.	Properties	18
Item 3.	Legal Proceedings	18
Item 4.	Mine Safety Disclosures	18
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	19
Item 6.	Selected Financial Data	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	34
Item 8.	Financial Statements and Supplementary Data	35
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	67
Item 9A.	Controls and Procedures	67
Item 9B.	Other Information	68
PART III
Item 10.	Directors, Executive Officers	69
Item 11.	Executive Compensation	69
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters	69
Item 13.	Certain Relationships and Related Transactions, and Director Independence	69
Item 14.	Principal Accounting Fees and Services	69
PART IV
Item 15.	Exhibits, Financial Statement Schedules	70
	SIGNATURES	71

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PART I

ITEM 1. BUSINESS

OVERVIEW

Bio-Techne and its subsidiaries, collectively doing business as Bio-Techne Corporation (Bio-Techne, we, our, us or the Company) develop, manufacture and sell biotechnology reagents, instruments and services for the research and clinical diagnostic markets worldwide. With our deep product portfolio and application expertise, we strive to provide the life sciences community with innovative, high-quality scientific tools to better understand biological processes and drive discovery of diagnostic and therapeutic products.

During our fiscal year 2018, we operated with three reporting segments – our Biotechnology, Protein Platforms and Diagnostics Divisions. Our Biotechnology Division is a leader in providing high quality consumables and services used for conducting laboratory experiments by both industry and academic scientists within the biotechnology and biomedical life sciences fields, all under the primary brands of R&D Systems, Novus Biologicals, Tocris Bioscience, Atlanta Biologicals, Trevigen, and Advanced Cell Diagnostics. Our Protein Platforms Division focuses on developing and supplying instrumentation and related consumables designed to simplify protein analysis processes along with single cell protein analysis, all under the ProteinSimple brand. Through our Diagnostics Division, we serve the clinical markets with regulated products such as controls, calibrators, reagents and immunoassays intended for diagnostic uses.    

We are a Minnesota corporation with our global headquarters in Minneapolis, Minnesota. We originally were founded over forty years ago, in 1976, as Research and Diagnostic Systems, Inc. We became a publicly traded company in 1985 through a merger with Techne Corporation, now Bio-Techne Corporation. Our common stock is listed on the NASDAQ under the symbol “TECH.” We operate globally, with offices in multiple locations in the United States, Europe, and Asia. Today, our product line extends to over 300,000 manufactured products in state of the art facilities to accommodate many of our manufacturing needs.

Our historical focus was on providing high quality proteins, antibodies and immunoassays to the life science research market and hematology controls to the diagnostics market. Beginning in 2012, and accelerating over the last three years, we implemented a strategy to accelerate growth in part by acquiring businesses and product portfolios that leveraged and diversified our existing product lines, filled portfolio gaps with differentiated high growth businesses, and expanded our geographic scope. From 2012 through August 27, 2018 we have acquired 15 companies, eight of which expanded our Biotechnology segment both geographically and through product diversification, three that formed our Protein Platforms segment, and four of which expanded the reach of our Diagnostics segment.

Recognizing the importance of an integrated, global approach to meeting our mission and accomplishing our strategies, we have over the past several years unified our brands and recent acquisitions under a single global brand, Bio-Techne.

We are committed to providing the life sciences community with innovative, high-quality scientific tools that allow our customers to make extraordinary discoveries. Our mission is to build “epic tools for epic science.” We intend to build on Bio-Techne’s past accomplishments, high product quality reputation and sound financial position by executing strategies that position us to serve as the standard for biological content in the research market, and to leverage that leadership position to enter the diagnostics and other adjacent markets. Our strategies include:

Continued innovation in core products. Through collaborations with key opinion leaders, participation in scientific discussions and societies, and leveraging our internal talent we expect to be able to convert our continued significant investment in our research and development activities to be first-to-market with quality products that are at the leading edge of life science researchers’ needs.

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Market and geographic expansion. We will continue to expand our sales staff and distribution channels globally in order to increase our global presence and make it easier for customers to transact with us. We will also leverage our existing portfolio to expand our product offerings into novel research fields and further into diagnostics and therapeutics markets.

Operational excellence. In recognition of the increased size and scale of the organization, we continue to redesign our development and operational processes to effectively and efficiently support our expanding businesses.

Talent recruitment and retention. We strive to recruit, train and retain the most talented staff to implement all of our strategies effectively.

Targeted acquisitions and investments. We will continue to leverage our strong balance sheet to gain access to new technologies and products that improve our competitiveness in the current market, meet customers’ expanding work flow needs and allow us to enter adjacent markets.

OUR PRODUCTS AND MARKETS

In fiscal 2018, net sales from Bio-Techne’s Biotechnology, Protein Platforms and Diagnostics segments represented 66%, 17%, and 17% of consolidated net sales, respectively. Financial information relating to Bio-Techne’s segments is incorporated herein by reference to Note 11 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Biotechnology Segment

Biotechnology Segment Products

Through our Biotechnology segment, we are one of the world's leading suppliers of specialized proteins, such as cytokines and growth factors, immunoassays, antibodies and related reagents, to the biotechnology research community. We also sell in situ hybridization, media and other cell culture products and reagents. Our combined chemical and biological reagents portfolio provides high quality tools which customers can use in solving the complexity of important biological pathways and glean knowledge that may lead to a more complete understanding of biological processes, and, ultimately, to the development of novel strategies to address different pathologies.

Additionally, a number of our products have the potential to serve as predictive biomarkers and therapeutic targets for a variety of human diseases and conditions including cancer, autoimmunity, diabetes, hypertension, obesity, inflammation, neurological disorders, and kidney failure. Immunoassays can also be useful in clinical diagnostics. In fact, we have received Food and Drug Administration (FDA) marketing clearance for a few of our immunoassays for use as in vitro diagnostic devices. In addition to being useful research tools, our RNA in situ hybridization assays have diagnostics applications as well, and several are currently being cleared with the FDA in partnership with diagnostics instrument manufacturers and pharmaceutical companies.

Biotechnology Segment Customers and Distribution Methods

We sell our Biotechnology products directly to customers who are primarily located in North America, Europe and China. We have a sales and marketing partnership agreement with Fisher Scientific in order to bolster our market presence in North America and leverage the transactional efficiencies offered by the large Fisher organization. We also sell through third party distributors in China, Japan, certain eastern European countries and the rest of the world. Our sales are widely distributed, and no single end-user customer accounted for more than 10% of Biotechnology's net sales during fiscal 2018, 2017 or 2016.

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Biotechnology Segment Competitors

A number of companies supply the worldwide market for protein-related and chemically-based research and diagnostic reagents, including GE Healthcare Life Sciences, BD Biosciences, Merck KGaA/EMD Chemicals, Inc., PeproTech, Inc., Abcam plc., and Thermo Fisher Scientific, Inc. Market success is primarily dependent upon product quality, selection, price and reputation. We believe we are one of the leading world-wide suppliers of cytokine and growth factors in the research market. We further believe that the expansion of our product offering, the recognized quality of our products, and the continued demand for protein-related and chemically-based research reagents will allow us to remain competitive in the growing biotechnology research and diagnostic markets.

Biotechnology Manufacturing

We are not dependent on key or sole source suppliers for most of our products in the Biotechnology segment. We develop and manufacture the majority of our proteins using recombinant DNA technology, thus significantly reducing our reliance on outside resources. Our antibodies are produced using a variety of technologies including traditional animal immunization and hybridoma technology as well as recombinant antibody techniques. Our in situ hybridization and chemical-based small molecule products are synthesized from widely available products. We typically have several outside sources for all critical raw materials necessary for the manufacture of our products.

The majority of our Biotechnology products are shipped within one day of receipt of the customers' orders. Consequently, we had no significant backlog of orders for our Biotechnology segment products as of the date of this Annual Report on Form 10-K or as of a comparable date for fiscal 2017.

Protein Platforms Segment

Proteins are important for understanding disease because they are the functional units that carry out specific tasks in every cell. Altered levels of certain proteins can prevent the cell from performing its intended function, produce the energy it requires, maintain its morphology or survive within the tissue. However, protein analysis is complex given the varied and unique three-dimensional structure of the many proteins of interest. Our Protein Platforms segment develops, manufactures and sells tools to simplify protein analysis while at the same time achieving more quantitative and reproducible results.

Protein Platforms Segment Products

Our Protein Platforms business has an array of platforms useful in various areas of protein analysis.

Developers of biologics-based drugs are required by regulatory agencies, such as FDA, to develop robust processes to ensure that the specific biologic of interest can be identified and characterized accurately and then consistently and reliably produced. Our Biologics tools help researchers interrogate protein purity and identify contaminants during the development and production of biologics by measuring some elements of protein identity, purity and heterogeneity.

The Western blot, or Western, is one of the most widely-used assays for protein analysis and identification today, and is used by molecular biologists, biochemists and clinicians to determine if a specific protein is present in a sample. Our Simple Western platform is a fully-automated Western blot analytical technique that can identify and quantify a protein of interest in a more sensitive, automated and less time-intensive manner.

A common assay used in research and clinical diagnostics is the ELISA, or enzyme-linked immunosorbent assay. The SimplePlex platform is a transformative immunoassay technology which integrates an innovatively designed microfluidic cartridge with a state-of-the-art analyzer to deliver a bench-top immunoassay system that is more sensitive than a manual multi-well place based ELISA with none of the traditional challenges of assay design or repeatability.

The Single Cell Western platform and related reagents perform western blot assays on individual cells versus an entire cell population. With this tool, customers can elucidate the properties of individual cells to better understand cell behavior that can shape the overall cell population response in a disease or normal state.

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Protein Platforms Segment Customers and Distribution Methods

Our customers for this segment include researchers in academia as well as by investigators in industry, such as pharmaceutical and biotech companies. Our biologics line of products is used primarily by production and quality control departments at biotech and pharmaceutical companies. We sell our Protein Platforms products directly to customers who are primarily located in North America, western Europe and Japan. We also sell through third party distributors in China, southern Europe and the rest of the world. Our sales are widely distributed, and no single end-user customer accounted for more than 10% of Protein Platforms' net sales during fiscal 2018, 2017 or 2016.

Protein Platforms Segment Competitors

Our Simple Western platform is a complete replacement for the traditional manual Western blot. As a result, we face competition from the vendors that supply instruments and reagents to traditional Western blot users. These competitors include Bio-Rad Laboratories, GE Healthcare, Merck KGaA, PerkinElmer and Thermo Fisher Scientific. All of these vendors provide elements of the traditional work flow. Similarly, our SimplePlex platform replaces the traditional manual ELISA assay as well as some flow cytometry-based multiplex immunoassays; competitors include those who supply instruments and reagents for ELISAs, including Meso Scale Discovery, PerkinElmer, Thermo Fisher, Luminex, Millipore, Molecular Devices, Tecan BioTek, and Bio-Rad Laboratories. The primary competitors for our Biologics instrumentation are Agilent Technologies, Danaher and PerkinElmer, as well as GE Healthcare, Shimadzu, Thermo Fisher and Waters. We believe our competitive position is strong due to the unique aspects of our products and our product quality.

Protein Platforms Segment Manufacturing

We manufacture our products for this division at various locations in the United States and Canada. We manufacture our own components where we believe it adds significant value, but we rely on suppliers for the manufacture of some of the consumables, components, subassemblies and autosamplers used with, or included in, our systems, which are manufactured to our specifications. We are not dependent on any one supplier and are not required to carry significant amounts of inventory to assure ourselves of a continuous allotment of goods from suppliers. We conduct all final testing and inspection of our products. We have established a quality control program, including a set of standard manufacturing and documentation procedures.

There was no significant backlog of orders for our Protein Platforms products as of the date of this Annual Report on Form 10-K or as of a comparable date for fiscal 2017.

Diagnostics Segment

Diagnostics Segment Products

This segment includes blood chemistry and blood gas quality controls, hematology instrument controls, diagnostic immunoassays, and other bulk and custom reagents for the in vitro diagnostic market worldwide. Often we manufacture these reagents on a custom basis to optimize their use in a customer's diagnostic assay. We supply these reagents in various formats including liquid, frozen, or in lyophilized form.

Diagnostics Segment Customers and Distribution Methods

Original Equipment Manufacturer (OEM) agreements represent the largest market for our historical diagnostics products. In fiscal 2018, 2017 and 2016, OEM agreements accounted for $62.8 million, $60.7 million, and $54.2 million, or 57%, 57%, and 52% of division net sales in each fiscal year, respectively. We sell some of our diagnostics products directly to customers and, in Europe and Asia, also through distributors. One OEM customer accounted for approximately 12% of the Diagnostics Division's net sales during fiscal year 2017. This customer did not amount to 10% or more of the Company's consolidated net sales during fiscal year 2017. No customer accounted for more than 10% of the Diagnostics Division’s net sales during fiscal years 2018 or 2016.

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Diagnostics Segment Competitors

We believe we are the third largest supplier of hematology controls in the marketplace behind Beckman Coulter, Inc. and Streck, Inc. For our other control and calibrator products, the principal competitors are Abbott Diagnostics, Beckman Coulter, Inc., Bio-Rad Laboratories, Inc., Siemens Healthcare Diagnostics Inc. and Sysmex Corporation. We compete based primarily on product performance, quality, and price. SeraCare, HyTest Ltd and Thermo Fisher Scientific are additional competitors in the clinical diagnostic manufacturing and reagents markets.

Diagnostics Segment Manufacturing

The primary raw material for our hematology controls products is whole blood. We purchase human blood from commercial blood banks, and porcine and bovine blood from nearby meat processing plants. Although the cost of human blood has increased due to the requirement that it be tested for certain diseases and pathogens prior to use, the higher cost of these materials has not had a material adverse effect on our business thus far. Other controls are derived from various bodily fluids or cells from different animal species, which are then processed in-house to isolate the product of interest or from other bulk reagent suppliers that specialize in certain products. Our other reagent products are manufactured using a variety of suppliers, with no supplier representing a material portion of our business.

Most of the hematology controls products are shipped based on a preset, recurring schedule. However, the majority of our business in this segment are large orders shipped based on our customers' needs; we are highly dependent on our customers’ demand and inventory controls. Consequently, our revenues can vary significantly from quarter to quarter and year to year. There was no significant backlog of orders for our Diagnostics products as of the date of this Annual Report on Form 10-K or as of a comparable date for fiscal 2017.

Geographic Information

Following is financial information relating to geographic areas (in thousands): 

	Year Ended June 30,
	2018		2017		2016
Net sales:
United States	$	346,293	$	313,195	$	275,859
EMEA, excluding U.K.		148,599		125,126		103,060
U.K.		33,704		28,401		28,307
APAC, excluding Greater China		48,392		41,463		38,137
Greater China		47,950		39,078		36,199
Rest of world		18,055		15,740		17,461
Total net sales	$	642,993	$	563,003	$	499,023

	Year ended June 30,
	2018		2017
Long-lived assets:
United States and Canada	$	129,360	$	119,859
Europe		14,597		14,100
China		1,391		1,165
Total long-lived assets	$	145,348	$	135,124
Intangible assets:
United States and Canada	$	417,430	$	424,579
Europe		21,386		18,710
China		7,516		8,753
Total intangible assets	$	446,332	$	452,042

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Net sales are attributed to countries based on the location of the customer or distributor. Long-lived assets are comprised of land, buildings and improvements and equipment, net of accumulated depreciation. See the description of risks associated with the Company's foreign subsidiaries in Item 1A of this Annual Report on Form 10-K.  

PRODUCTS UNDER DEVELOPMENT

Bio-Techne is engaged in continuous research and development in all of our major product lines. We believe that our future success depends, to a large extent, on our ability to keep pace with changing technologies and market needs.

In fiscal 2018, Bio-Techne introduced approximately 1,500 new products. We also expect to significantly expand our portfolio of products through acquisitions as well as continued product development in our existing businesses. However, there is no assurance that any of the products in the research and development phase can be successfully completed or, if completed, can be successfully introduced into the marketplace.

	Year Ended June 30,
	2018			2017			2016
Research and development expense:
Biotechnology	$	35,895		$	35,507		$	26,981
Protein Platforms		15,348			14,424			14,610
Diagnostics		3,848			3,583			3,596
Corporate		238			-			-
Total research and development expense	$	55,329		$	53,514		$	45,187
Percent of net sales		9	%		10	%		9	%

PATENTS AND TRADEMARKS

Our success depends in part upon our ability to protect our core technologies and intellectual property. To accomplish this, we rely on a combination of intellectual property rights, including patents, trade secrets and trademarks, as well as customary contractual protections.

As of June 30, 2018, we had rights to 152 granted patents and approximately 82 pending patent applications.  With respect to our Protein Platforms segment and the Biotechnology segment’s genomic in situ hybridization product line, the protection is primarily through pending patent applications and issued patents.  Patent protection, if granted, generally has a life of 20 years from the date of the patent application or patent grant. We cannot provide assurance that any of our pending patent applications will result in the grant of a patent, whether the examination process will require us to narrow our claims, and whether our claims will provide adequate coverage of our competitors' products or services.

In addition to pursuing patents on our products, we also preserve much of our innovation as trade secrets, particularly in the Biotechnology segment. We have taken steps to protect our intellectual property and proprietary technology by entering into confidentiality agreements and intellectual property assignment agreements with our employees, consultants, corporate partners and, when needed, our advisors. Such agreements may not be enforceable or may not provide meaningful protection for our trade secrets or other proprietary information in the event of unauthorized use or disclosure or other breaches of the agreements, and we may not be able to prevent such unauthorized disclosure. Monitoring unauthorized disclosure is difficult, and we do not know whether the steps we have taken to prevent such disclosure are, or will be, adequate.

No assurance can be given that Bio-Techne's products do not infringe upon patents or proprietary rights owned or claimed by others. Bio-Techne has not conducted a patent infringement study for each of its products. Where we have been contacted by patent holders with certain intellectual property rights, Bio-Techne typically has entered into licensing agreements with patent holders under which it has the exclusive and/or non-exclusive right to use patented technology as well as the right to manufacture and sell certain patented products to the research market. In addition, certain of our products are covered by licenses from third parties to supplement our own patent portfolio.

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Bio-Techne has obtained federal trademark registration for certain of its brand and product names. Bio-Techne believes it has common law trademark rights to certain marks in addition to those which it has registered.

SEASONALITY OF BUSINESS

Bio-Techne believes there is some seasonality as a result of vacation and academic schedules of its worldwide customer base, particularly for the Biotechnology and Protein Platforms Segments. A majority of Diagnostics segment products are manufactured in large bulk lots and sold on a schedule set by the customer. Consequently, sales for that segment can be unpredictable, although not necessarily based on seasonality. As a result, we can experience material and sometimes unpredictable fluctuations in our revenue for this segment.

LAWS AND REGULATIONS

Our operations, and some of the products we offer, are subject to a number of complex and stringent laws and regulations governing the production, marketing, handling, transportation and distribution of chemicals, drugs and other similar products, including the operating and security standards of the Food and Drug Administration, the Drug Enforcement Administration, and various comparable state and foreign agencies. As Bio-Techne’s businesses also include export and import activities, we are subject to pertinent laws enforced by the U.S. Departments of Commerce, State and Treasury. While we believe we are in compliance in all material respects with such laws and regulations, any noncompliance could result in substantial fines or otherwise restrict our ability to provide competitive distribution services and thereby have an adverse effect on our financial condition. To date, none has had a material impact on our operations.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by a reduction in revenue associated with these customers. We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

EMPLOYEES

Through its subsidiaries, Bio-Techne employed approximately 2,000 full-time and part-time employees as of June 30, 2018.

INVESTOR INFORMATION

We are subject to the information requirements of the Securities Exchange Act of 1934 (the Exchange Act). Therefore, we file periodic reports, proxy statements, and other information with the Securities and Exchange Commission (SEC). The SEC maintains an internet site (http://www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically.

Financial and other information about us is available on our web site (http://www.bio-techne.com/investors). We make available on our web site copies of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13 or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

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EXECUTIVE OFFICERS OF THE REGISTRANT

Currently, the names, ages, positions and periods of service of each executive officer of the Company are as follows:

Name	Age	Position	Officer Since
Charles Kummeth	58	President, Chief Executive Officer and Director	2013
James T. Hippel	47	Chief Financial Officer	2014
Brenda Furlow	60	Senior Vice President, General Counsel and Secretary	2014
David Eansor	57	President, Protein Sciences	2014
Kim Kelderman	50	President, Diagnostics and Genomics	2018

Set forth below is information regarding the business experience of each executive officer. There are no family relationships among any of the officers named, nor is there any arrangement or understanding pursuant to which any person was selected as an officer.

Charles Kummeth has been President and Chief Executive Officer of the Company since April 1, 2013. Prior to joining the Company, he served as President of Mass Spectrometry and Chromatography at Thermo Fisher Scientific Inc. from September 2011. He was President of that company's Laboratory Consumables Division from 2009 to September 2011. Prior to joining Thermo Fisher, Mr. Kummeth served in various roles at 3M Corporation, most recently as the Vice President of the company's Medical Division from 2006 to 2008.

James T. Hippel has been Chief Financial Officer of the Company since April 1, 2014. Prior to joining the Company, Mr. Hippel served as Senior Vice President and Chief Financial Officer for Mirion Technologies, Inc., a $300 million global company that provides radiation detection and identification products. Prior to Mirion, Mr. Hippel served as Vice President, Finance at Thermo Fisher Scientific, Inc., leading finance operations for its Mass Spectrometry & Chromatography division and its Laboratory Consumables division. In addition, Mr. Hippel's experience includes nine years of progressive financial leadership at Honeywell International, within its Aerospace Segment. Mr. Hippel started his career with KPMG LLP.

David Eansor is President, Protein Sciences, effective July 1, 2018. Prior to that, he served as Senior Vice President, Biotechnology Division since April 2015 and as Senior Vice President, Novus Biologicals, since the Company completed its acquisition of Novus on July 2, 2014. From January 2013 until the date of the acquisition, Mr. Eansor was the Senior Vice President of Corporate Development of Novus Biologicals. Prior to joining Novus, Mr. Eansor was the President of the Bioscience Division of Thermo Fisher Scientific. Mr. Eansor was promoted to Division President in early 2010 after 5 years as President of Thermo Fisher's Life Science Research business.

Kim Kelderman joined Bio-Techne on April 30, 2018 as President, Diagnostics and Genomics. Prior to Bio-Techne, Mr. Kelderman was employed at Thermo Fisher Scientific where he led three different businesses of increasing scale and complexity. For the last three years, Mr. Kelderman managed the Platforms and Content of the Genetic Sciences Division, where he was responsible for the Instrumentation, Software, Consumables and Assays businesses, and brands such as Applied Biosystems and legacy Affymetrix. Before joining Thermo Fisher, Kim served as Senior Segment Leader at Becton Dickinson, managing the global Blood Tubes “Vacutainer” business.

Brenda Furlow joined the Company as General Counsel and Secretary on August 4, 2014. Most recently, Ms. Furlow was affiliated with Alphatech Counsel, SC and served as general counsel to emerging growth technology companies. Ms. Furlow was General Counsel for TomoTherapy, Inc., a global, publicly traded company that manufactured and sold radiation therapy equipment from 2007 to 2011. From 1998 to 2007, Ms. Furlow served as General Counsel for Promega Corporation, a global life sciences company.

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FORWARD-LOOKING INFORMATION AND CAUTIONARY STATEMENTS

This report contains forward-looking statements, which are based on the Company's current assumptions and expectations. The principal forward-looking statements in this report include the Company's expectations regarding product releases and strategy, future financial results, acquisition activity, the competitive environment, currency fluctuation and exchange rates, capital expenditures, the performance of the Company's investments, future dividend declarations, the construction and lease of certain facilities, the adequacy of owned and leased property for future operations, anticipated financial results and sufficiency of capital resources to meet the Company's foreseeable future cash and working capital requirements.

All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although the Company believes there is a reasonable basis for the forward-looking statements, the Company's actual results could be materially different. The most important factors which could cause the Company's actual results to differ from forward-looking statements are set forth in the Company's description of risk factors in Item 1A to this Annual Report on Form 10-K.

Forward-looking statements speak only as of the date they are made, and the Company does not undertake any obligation to update any forward-looking statements.

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ITEM 1A. RISK FACTORS

Statements in this Annual Report on Form 10-K and elsewhere that are forward-looking involve risks and uncertainties which may affect the Company's actual results of operations. Certain of these risks and uncertainties, which have affected and, in the future, could affect the Company's actual results are discussed below. The Company undertakes no obligation to update or revise any forward-looking statements made due to new information or future events. Investors are cautioned not to place undue emphasis on these statements.

The following risk factors should be read carefully in connection with evaluation of the Company's business and any forward-looking statements made in this Annual Report on Form 10-K and elsewhere. See the section entitled “forward-looking statements” set forth above. Any of the following risks or others discussed in this Annual Report on Form 10-K or the Company's other SEC filings could materially adversely affect the Company's business, operating results and financial condition.

It may be difficult for us to implement our strategies for revenue growth in light of competitive challenges.

We face significant competition across many of our product lines. Competitors include companies ranging from start-up companies, which may be able to more quickly respond to customers' needs, to large multinational companies, which may have greater financial, marketing, operational, and research and development resources than the Company. In addition, consolidation trends in the pharmaceutical, biotechnology and diagnostics industries have served to create fewer customer accounts and to concentrate purchasing decisions for some customers, resulting in increased pricing pressure on the Company. Moreover, customers may believe that consolidated businesses are better able to compete as sole source vendors, and therefore prefer to purchase from such businesses. The entry into the market by manufacturers in China, India and other low-cost manufacturing locations is also creating increased pricing and competitive pressures, particularly in developing markets. Failure to anticipate and respond to competitors' actions may impact the Company's future sales and earnings.

To address this issue, we are pursuing a number of strategies to maintain and improve our revenue growth, including:

• strengthening our presence in selected geographic markets;

• allocating research and development funding to products with higher growth prospects;

• developing new applications for our technologies;

• continuing key opinion leader initiatives;

• finding new markets for our products;

• acquiring new products and business in growing or novel markets; and

• continuing the development of commercial tools and infrastructure to increase and support cross-selling opportunities of products and services to take advantage of our depth in product offerings.

We may not be able to successfully implement these strategies, and these strategies may not result in the expected growth of our business.

Our acquisition growth strategy poses financial, management and other risks and challenges.

We routinely explore acquiring other businesses and assets, and have completed fifteen acquisitions and several investments in the last six years. However, we may be unable to identify or complete promising acquisitions for many reasons, including competition among buyers, the high valuations of businesses in our industry, the need for regulatory and other approvals, and availability of capital. There can be no assurance that we will engage in any additional acquisitions or that we will be able to do so on terms that will result in any expected benefits. In addition, acquisitions financed with borrowings could make us more vulnerable to business downturns and could negatively affect our earnings due to higher leverage and interest expense.

10

Our inability to complete acquisitions or to successfully integrate any new or previous acquisitions could have a material adverse effect on our business. 

Our business strategy includes the acquisition of technologies and businesses that complement or augment our existing products and services. Certain acquisitions may be difficult to complete for a number of reasons, including the need for antitrust and/or other regulatory approvals. Any acquisition we may complete may be made at a substantial premium over the fair value of the net identifiable assets of the acquired company. When we do identify and consummate acquisitions, we may face financial, managerial and operational challenges, including diversion of management attention, difficulty with integrating acquired businesses, integration of different corporate cultures, increased expenses, assumption of unknown liabilities, indemnities, potential disputes with the sellers, and the need to evaluate the financial systems of and establish internal controls for acquired entities. Further, we may not be able to integrate acquired businesses successfully into our existing businesses, make such businesses profitable, or realize anticipated cost savings or synergies, if any, from these acquisitions, which could adversely affect our business.

We may be required to record a significant charge to earnings if our goodwill and other amortizable intangible assets, or other investments become impaired.

We are required under generally accepted accounting principles to test goodwill for impairment at least annually and to review our goodwill, amortizable intangible assets, and other assets acquired through merger and acquisition activity, for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. Factors that could lead to impairment of goodwill, amortizable intangible assets, and other assets acquired via acquisitions include significant adverse changes in the business climate and actual or projected operating results (affecting our company as a whole or affecting any particular segment) and declines in the financial condition of our business. We may be required in the future to record additional charges to earnings if our goodwill, amortizable intangible assets or other investments become impaired. Any such charge would adversely impact our financial results.

In addition, the Company's expansion strategies include collaborations and investments in joint ventures and companies developing new products related to the Company's business. These strategies carry risks that objectives will not be achieved and future earnings will be adversely affected. For example, the Company has an approximate 8% equity investment in publicly traded ChemoCentryx, Inc. (Nasdaq: CCXI) that is valued at $54.3 million as of June 30, 2018. The ownership of CCXI shares is very concentrated, the share price is highly volatile and there is limited trading of the shares. In fiscal 2017, we also invested and held a minority interest in privately-held Astute Medical, Inc. (Astute), a diagnostics company developing new diagnostics tests relating to kidney injury. In fiscal 2018, Astute was acquired by a third party and we realized a loss $16.2 million on our investment.

Significant developments stemming from the U.S. administration or the U.K.’s referendum on membership in the EU could have an adverse effect on us.

The U.S. administration has called for substantial changes to trade agreements, such as the North American Free Trade Agreement (NAFTA), and has imposed significant increases on tariffs on goods imported into the United States, particularly from China. The administration has also indicated an intention to ask Congress to make significant changes, replacement or elimination of the Patient Protection and Affordable Care Act, and government negotiation/regulation of drug prices paid by government programs. Changes in U.S. social, political, regulatory and economic conditions or laws and policies governing the health care system and drug prices, foreign trade, manufacturing, and development and investment in the territories and countries where we or our customers operate could adversely affect our operating results and our business.

Additionally, in a referendum vote held on June 23, 2016, the United Kingdom (UK) voted to leave the European Union (EU). Subsequently, on March 29, 2017, the UK invoked Article 50 of the Lisbon Treaty to formally begin the withdrawal process. The impact of this action has caused and may continue to cause global economic uncertainty and currency exchange rate fluctuations. Although it is unknown what the terms of the UK’s future relationship with the EU will be, it is possible that there will be disruption to the UK and EU economies, as well as greater restrictions on imports and exports between the UK and the EU and increased regulatory and tax complexities. Any of these factors could adversely affect customer demand, our relationships with customers and suppliers, and our business and financial results, particularly since our European headquarters and shipping facilities are currently located in the UK. Additionally, attracting and retaining qualified employees who are citizens of EU countries to our UK facilities may be more difficult given the uncertainties resulting from the UK withdrawal.

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Changes in governmental regulations may reduce demand for our products or increase our expenses. 

We compete in many markets in which we and our customers must comply with federal, state, local and international regulations, such as environmental, health and safety and food and drug regulations. We develop, configure and market our products to meet customer needs created by those regulations. Any significant change in regulations could reduce demand for our products or increase our expenses. For example, many of our instruments are marketed to the pharmaceutical industry for use in discovering and developing drugs. Changes in the U.S. Food and Drug Administration’s regulation of the drug discovery and development process could have an adverse effect on the demand for these products.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenue associated with these customers.

We have agreements relating to the sale of our products to government entities in the U.S. and elsewhere and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government. The laws governing government contracts differ from the laws governing private contracts and government contracts may contain pricing terms and conditions that are not applicable to private contracts. We are also subject to investigation for compliance with the regulations governing government contracts. A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

We are required to comply with a wide variety of laws and regulations, and are subject to regulation by various federal, state and foreign agencies. 

We are subject to various local, state, federal, foreign and transnational laws and regulations, which include the operating and security standards of the U.S. Federal Drug Administration (the FDA), the U.S. Drug Enforcement Agency (the DEA), the U.S. Department of Health and Human Services (the DHHS), and other comparable agencies and, in the future, any changes to such laws and regulations could adversely affect us. In particular, we are subject to laws and regulations concerning current good manufacturing practices and drug safety. Our subsidiaries may be required to register for permits and/or licenses with, and may be required to comply with the laws and regulations of, the DEA, the FDA, the DHHS, foreign agencies and/or comparable state agencies as well as certain accrediting bodies depending upon the type of operations and location of product distribution, manufacturing and sale. The manufacture, distribution and marketing of many of our products and services, including medical devices and pharma services, are subject to extensive ongoing regulation by the FDA, the DEA, and other equivalent local, state, federal and non-U.S. regulatory authorities. In addition, we are subject to inspections by these regulatory authorities. Failure by us or by our customers to comply with the requirements of these regulatory authorities, including without limitation, remediating any inspectional observations to the satisfaction of these regulatory authorities, could result in warning letters, product recalls or seizures, monetary sanctions, injunctions to halt manufacture and distribution, restrictions on our operations, civil or criminal sanctions, or withdrawal of existing or denial of pending approvals, including those relating to products or facilities. In addition, such a failure could expose us to contractual or product liability claims, contractual claims from our customers, including claims for reimbursement for lost or damaged active pharmaceutical ingredients, as well as ongoing remediation and increased compliance costs, any or all of which could be significant. We are the sole manufacturer of a number of products for many of our customers and a negative regulatory event could impact our customers' ability to provide products to their customers.

We are also subject to a variety of federal, state, local and international laws and regulations that govern, among other things, the importation and exportation of products, the handling, transportation and manufacture of substances that could be classified as hazardous, and our business practices in the U.S. and abroad such as anti-corruption and anti-competition laws. Any noncompliance by us with applicable laws and regulations or the failure to maintain, renew or obtain necessary permits and licenses could result in criminal, civil and administrative penalties and could have an adverse effect on our results of operations. 

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We are subject to financial, operating, legal and compliance risk associated with global operations.

We engage in business globally, with approximately 46% of our sales revenue in fiscal 2018 coming from outside the U.S. In addition, one of our strategies is to expand geographically, particularly in China, India and in developing countries, both through distribution and through direct operations. This subjects us to a number of risks, including international economic, political, and labor conditions; currency fluctuations; tax laws (including U.S. taxes on foreign subsidiaries); increased financial accounting and reporting burdens and complexities; unexpected changes in, or impositions of, legislative or regulatory requirements; failure of laws to protect intellectual property rights adequately; inadequate local infrastructure and difficulties in managing and staffing international operations; delays resulting from difficulty in obtaining export licenses for certain technology; tariffs, quotas and other trade barriers and restrictions; transportation delays; operating in locations with a higher incidence of corruption and fraudulent business practices; and other factors beyond our control, including terrorism, war, natural disasters, climate change and diseases.

The application of laws and regulations implicating global transactions is often unclear and may at times conflict. Compliance with these laws and regulations may involve significant costs or require changes in our business practices that result in reduced revenue and profitability. Non-compliance could also result in fines, damages, criminal sanctions, prohibited business conduct, and damage to our reputation. We incur additional legal compliance costs associated with our global operations and could become subject to legal penalties in foreign countries if we do not comply with local laws and regulations, which may be substantially different from those in the U.S.

We continue to expand our operations in countries with developing economies, where it may be common to engage in business practices that are prohibited by U.S. regulations applicable to the Company, such as the Foreign Corrupt Practices Act. Although we implement policies and procedures designed to ensure compliance with these laws, there can be no assurance that all of our employees, contractors, and agents, as well as those companies to which we outsource certain aspects of our business operations, including those based in foreign countries where practices which violate such U.S. laws may be customary, will comply with our internal policies. Any such non-compliance, even if prohibited by our internal policies, could have an adverse effect on our business and result in significant fines or penalties.

Changes in economic conditions could negatively impact our revenues and earnings.

Our biotechnology and protein platforms products are sold primarily to research scientists at pharmaceutical and biotechnology companies and at university and government research institutions. Research and development spending by our customers and the availability of government research funding can fluctuate due to changes in available resources, mergers of pharmaceutical and biotechnology companies, spending priorities, general economic conditions and institutional and governmental budgetary policies. Our diagnostics segment products are intended primarily for the medical diagnostics market, which relies largely on government healthcare-related policies and funding. Changes in government reimbursement for certain diagnostic tests or reductions in overall healthcare spending could negatively impact us directly or our customers and, correspondingly, our sales to them. Several years ago, the U.S. and global economies experienced a period of economic downturn and have been slow to recover in some parts of the world. Such downturns, and other reductions or delays in governmental funding, could cause customers to delay or forego purchases of our products. We carry essentially no backlog of orders and changes in the level of orders received and filled daily can cause fluctuations in quarterly revenues and earnings.

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Over the past two years we identified and remediated material weaknesses in our internal control over financial reporting which, if recurring, could harm our operating results or cause us to fail to meet our reporting obligations.

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act. At the beginning of fiscal 2017 management identified material weaknesses in our internal control over financial reporting. A material weakness is defined as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As a result of these material weaknesses, our management concluded that our internal control over financial reporting was not effective based on criteria set forth by the Committee of Sponsoring Organization of the Treadway Commission in Internal Control-An Integrated Framework (2013 Framework) for the years ended June 30, 2016 and 2017. In fiscal 2018 we completed a remediation plan that addressed these material weaknesses. As we continue to grow and acquire additional business, we may fail to implement effective internal controls for our recently acquired operations that result in additional material weaknesses, and harm our operating results or cause us to fail to meet our reporting obligations. Inadequate internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our common shares.

Our success will be dependent on recruiting and retaining highly qualified personnel and creating a new culture that includes the employees joining through acquisition.

Recruiting and retaining qualified scientific, production, sales and marketing, and management personnel are critical to our success. Our anticipated growth and its expected expansion into areas and activities requiring additional expertise will require the addition of new personnel and the development of additional expertise by existing personnel. We also operate in several geographic locations where competition for talent is strong, making employee retention particularly challenging in those locations. For example, some of our fastest growing businesses are located in northern California and eastern Massachusetts, both of which currently are experiencing low unemployment and a competitive environment for finding and retaining talent. Our growth by acquisition also creates challenges in retaining employees. As we integrate past and future acquisitions and evolve our corporate culture to incorporate the new workforces, some employees may not find such integration or cultural changes appealing. The failure to attract and retain such personnel could adversely affect our business.

Cyber security risks and the failure to maintain the confidentiality, integrity, and availability of our computer hardware, software, and Internet applications and related tools and functions could result in damage to our reputation and/or subject us to costs, fines, or lawsuits.

The integrity and protection of our own data, and that of our customers and employees, is critical to our business. The regulatory environment governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs and/or adversely impact our ability to market our products and services to customers. Although our computer and communications hardware are protected through physical and software safeguards, it is still vulnerable to fire, storm, flood, power loss, earthquakes, telecommunications failures, physical or software break-ins, software viruses, and similar events. These events could lead to the unauthorized access, disclosure and use of non-public information. The techniques used by criminal elements to attack computer systems are sophisticated, change frequently and may originate from less regulated and remote areas of the world. As a result, we may not be able to address these techniques proactively or implement adequate preventative measures. If our computer systems are compromised, we could be subject to fines, damages, litigation, and enforcement actions, customers could curtail or cease using its applications, and we could lose trade secrets, the occurrence of which could harm our business.

We are dependent on maintaining our intellectual property rights.

Our success depends in part on our ability to protect and maintain our intellectual property, including trade secrets. If we fail to protect our intellectual property, third parties may be able to compete more effectively against us, we may lose our technological or competitive advantage, or we may incur substantial litigation costs in our attempts to recover or restrict use of our intellectual property. We attempt to protect trade secrets in part through confidentiality agreements, but those agreements can be breached, and if they are, there may not be an adequate remedy. If trade secrets become publicly known, we could lose our competitive position.

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We also attempt to protect and maintain intellectual property through the patent process. As of June 30, 2018, we owned or exclusively licensed 152 granted U.S. patents and approximately 82 pending patent applications. We cannot be confident that any of our currently pending or future patent applications will result in granted patents, and we cannot predict how long it will take for such patents to be granted. It is possible that, if patents are granted to us, others will design around our patented technologies. Further, other parties may challenge any patents granted to us and courts or regulatory agencies may hold our patents to be invalid or unenforceable. We may not be successful in defending challenges made against our patents and patent applications. Any successful third-party challenge to our patents could result in the unenforceability or invalidity of such patents. Our ability to establish or maintain a technological or competitive advantage over our competitors may be diminished because of these uncertainties. To the extent our intellectual property offers inadequate protection, or is found to be invalid or unenforceable, we would be exposed to a greater risk of direct competition. If our intellectual property does not provide adequate coverage of our competitors' products, our competitive position could be adversely affected, as could our business. Both the patent application process and the process of managing patent disputes can be time consuming and expensive.

We may be involved in disputes to determine the scope, coverage and validity of others' proprietary rights, or to defend against third-party claims of intellectual property infringement, any of which could be time-intensive and costly and may adversely impact our business.

Our success depends in part on its ability to operate without infringing the proprietary rights of others, and to obtain licenses where necessary or appropriate. We have obtained and continue to negotiate licenses to produce a number of products claimed to be owned by others. Since we have not conducted a patent infringement study for each of our products, it is possible that some of our products may unintentionally infringe patents of third parties.

We have been and may in the future be sued by third parties alleging that we are infringing their intellectual property rights. These lawsuits are expensive, take significant time, and divert management's focus from other business concerns. If we are found to be infringing the intellectual property of others, we could be required to cease certain activities, alter our products or processes or pay licensing fees. This could cause unexpected costs and delays which may have a material adverse effect on us. If we are unable to obtain a required license on acceptable terms, or unable to design around any third party patent, we may be unable to sell some of our products and services, which could result in reduced revenue. In addition, if we do not prevail, a court may find damages or award other remedies in favor of the opposing party in any of these suits, which may adversely affect our earnings.

The Company relies heavily on internal manufacturing and related operations to produce, package and distribute its products which, if disrupted, could materially impair our business operations.

The Company's internal quality control, packaging and distribution operations support the majority of the Company's sales. Since certain Company products must comply with Food and Drug Administration Quality System Regulations and because in all instances, the Company creates value for its customers through the development of high-quality products, any significant decline in quality or disruption of operations for any reason, particularly at the Minneapolis facility, could adversely affect sales and customer relationships, and therefore adversely affect the business. While the Company has taken certain steps to manage these operational risks, and while insurance coverage may reimburse, in whole or in part, for losses related to such disruptions, the Company's future sales growth and earnings may be adversely affected by perceived disruption risks or actual disruptions.

Our business could be adversely affected by disruptions at our sites.

We rely upon our manufacturing operations to produce many of the products we sell and our warehouse facilities to store products, pending sale. Any significant disruption of those operations for any reason, such as strikes or other labor unrest, power interruptions, fire, hurricanes or other events beyond our control could adversely affect our sales and customer relationships and therefore adversely affect our business. We have significant operations in California, near major earthquake faults, which make us susceptible to earthquake risk. Although most of our raw materials are available from a number of potential suppliers, our operations also depend upon our ability to obtain raw materials at reasonable prices. If we are unable to obtain the materials we need at a reasonable price, we may not be able to produce certain of our products or we may not be able to produce certain of these products at a marketable price, which could have an adverse effect on our results of operations.

15

Fluctuations in our effective tax rate may adversely affect our results of operations and cash flows.

As a global company, we are subject to taxation in numerous countries, states and other jurisdictions. In particular, we are affected by the impact of changes to tax laws or related authoritative interpretations in the United States, including tax reform under the Tax Cuts and Jobs Act (the “Tax Act”) signed by the President of the United States on December 22, 2017, which includes broad and complex changes to the United States tax code and the state tax response to the Tax Act.  Reasonable estimates were used in determining several of the components of the impact of the Tax Act, including our fiscal 2018 deferred income tax activity and the amount of post-1986 foreign deferred earnings subject to the repatriation toll charge.  In addition, certain provisions of the Tax Act including the Base Erosion Anti-abuse Tax (BEAT) and the provision designed to tax currently global intangible low-tax income (GILTI) are effective for the Company in the year beginning July 1, 2018.   We are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of our deferred tax balances and the amount of the repatriation toll charge liability, and ultimately cause us to revise our initial estimates in future periods. In addition, changes in interpretations, assumptions and guidance regarding the Tax Act, as well as the potential for technical corrections, could have a material impact on our effective tax rate in future periods.

In preparing our financial statements, we record the amount of tax that is payable in each of the countries, states and other jurisdictions in which we operate. Our future effective tax rate, however, may be lower or higher than experienced in the past due to numerous factors, including a change in the mix of our profitability from country to country, changes in accounting for income taxes and recently enacted and future changes in tax laws in jurisdictions in which we operate. Any of these factors could cause us to experience an effective tax rate significantly different from previous periods or our current expectations, which could have an adverse effect on our business, results of operations and cash flows.

Because we rely heavily on third-party package-delivery services, a significant disruption in these services or significant increases in prices may disrupt our ability to ship products, increase our costs and lower our profitability.

We ship a significant portion of our products to our customers through independent package delivery companies, such as FedEx in the U.S. and DHL in Europe. If one or more of these third-party package-delivery providers were to experience a major work stoppage, preventing our products from being delivered in a timely fashion or causing us to incur additional shipping costs we could not pass on to our customers, our costs could increase and our relationships with certain of our customers could be adversely affected. In addition, if one or more of these third-party package-delivery providers were to increase prices, and we were not able to find comparable alternatives or make adjustments in our delivery network, our profitability could be adversely affected.

As a multinational corporation, we are exposed to fluctuations in currency exchange rates, which could adversely affect our cash flows and results of operations.

International markets contribute a substantial portion of our revenues, and we intend to continue expanding our presence in these regions. The exposure to fluctuations in currency exchange rates takes on different forms. International revenues and costs are subject to the risk that fluctuations in exchange rates could adversely affect our reported revenues and profitability when translated into U.S. dollars for financial reporting purposes. These fluctuations could also adversely affect the demand for products and services provided by us. As a multinational corporation, our businesses occasionally invoice third-party customers in currencies other than the one in which they primarily do business (the "functional currency"). Movements in the invoiced currency relative to the functional currency could adversely impact our cash flows and our results of operations. As our international sales grow, exposure to fluctuations in currency exchange rates could have a larger effect on our financial results. In fiscal 2018, currency translation had a favorable effect of $12.7 million on revenues due to the weakening of the U.S. dollar relative to other currencies in which the company sells products and services.

We have entered into and drawn on a revolving credit facility. The burden of this additional debt could adversely affect us, make us more vulnerable to adverse economic or industry conditions, and prevent us from funding our expansion strategy.

In connection with the acquisition of Exosome Diagnostics on August 1, 2018, we used a new credit facility governed by a Credit Agreement entered into on July 28, 2018. The Credit Agreement provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million. Borrowings under the Credit Agreement bear interest at a variable rate. As of August 24, 2018, the Company had drawn $330 million under the Credit Agreement.

The terms of the Credit Agreement and the burden of the indebtedness incurred thereunder could have negative consequences for us, such as:

• limiting our ability to obtain additional financing to fund our working capital, capital expenditures, debt service requirements, expansion strategy, or other needs;

• increasing our vulnerability to, and reducing our flexibility in planning for, adverse changes in economic, industry and competitive conditions; and

• increasing our vulnerability to increases in interest rates.

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The Credit Agreement also contains negative covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability to, among other things, sell, lease or transfer any properties or assets, with certain exceptions; and enter into certain merger, consolidation or other reorganization transactions, with certain exceptions.

A breach of any of these covenants could result in an event of default under our credit facility. Upon the occurrence of an event of default, the lender could elect to declare all amounts outstanding under such facility to be immediately due and payable and terminate all commitments to extend further credit. In addition, the Company would be subject to additional restrictions if an event of default exists under the Credit Agreement, such as a prohibition on the payment of cash dividends.

Our share price will fluctuate.

Over the last several years, stock markets in general and our common stock in particular have experienced significant price and volume volatility. Both the market price and the daily trading volume of our common stock may continue to be subject to significant fluctuations due not only to general stock market conditions but also to a change in sentiment in the market regarding our operations and business prospects. In addition to the risk factors discussed above, the price and volume volatility of our common stock may be affected by:

• operating results that vary from our financial guidance or the expectations of securities analysts and investors;

• the financial performance of the major end markets that we target;

• the operating and securities price performance of companies that investors consider to be comparable to us;

• announcements of strategic developments, acquisitions and other material events by us or our competitors; and

• changes in global financial markets and global economies and general market conditions, such as interest or foreign exchange rates, commodity and equity prices and the value of financial assets.

Dividends on our common stock could be reduced or eliminated in the future.

For the past 10 years, our Board has consistently declared quarterly dividends of $0.25 to $0.32 cents per share. In the future, our Board may determine to reduce or eliminate our common stock dividend in order to fund investments for growth, repurchase shares or conserve capital resources.

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ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments as of the date of this report.

ITEM 2. PROPERTIES

The Company owns the facilities that its headquarters and R&D Systems subsidiary occupy in Minneapolis, Minnesota. The Minneapolis facilities are utilized by both the Company's Biotechnology and Diagnostics segments.

The Minneapolis complex includes approximately 800,000 square feet of space in several adjoining buildings. Bio-Techne uses approximately 625,000 square feet of the complex for administrative, research, manufacturing, shipping and warehousing activities. The Company is currently leasing or plans to lease the remaining space in the complex as retail and office space.

The Company owns a 17,000 square foot facility that its Bio-Techne Europe subsidiary occupies in Abingdon, England. This facility is utilized by the Company's Biotechnology and Protein Platforms segments.

Additionally, the Company owns a 34,000 square foot facility that its Atlanta Biologicals subsidiary occupies in Flowery Branch, Georgia. This facility is utilized by the Company’s Biotechnology segment.

The Company leases the following material facilities, all of which are primarily utilized by the Company's Biotechnology segment with the exception of the locations used by the Company's ProteinSimple and CyVek subsidiaries, which support the Protein Platforms segment and the Bionostics, Cliniqa and Exosome Diagnostics subsidiaries (Diagnostics segment). Certain locations are not named because they were not significant individually or in the aggregate as of the date of this report.

Subsidiary	Location	Type	Square Feet
Bio-Techne Europe	Langley, United Kingdom	Warehouse	14,300
Bio-Techne China	Shanghai and Beijing, China	Office/warehouse	10,700
Boston Biochem	Cambridge, Massachusetts	Office/lab	7,400
Tocris	Bristol, United Kingdom	Office/manufacturing/lab/warehouse	30,000
PrimeGene	Shanghai, China	Office/manufacturing/lab	20,600
Bionostics	Devens, Massachusetts	Office/manufacturing	48,000
Novus Biologicals	Littleton, Colorado	Office/warehouse	22,500
ProteinSimple	San Jose, California	Office/manufacturing/warehouse	167,000
ProteinSimple Canada	Ottawa and Toronto, Canada	Office/manufacturing/warehouse	13,900
CyVek	Wallingford, Connecticut	Office/manufacturing/warehouse	17,500
Cliniqa	San Marcos, California	Office/manufacturing/warehouse	62,200
Advanced Cell Diagnostics	Newark, California	Office/manufacturing/warehouse	46,500
Eurocell Diagnostics	Rennes, France	Office/warehouse	11,000

The Company believes the owned and leased properties are adequate to meet its occupancy needs in the foreseeable future.

ITEM 3. LEGAL PROCEEDINGS

As of August 27, 2018, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company's business, results of operations, financial condition or cash flows.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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PART II

ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Price of Common Stock

The Company's common stock trades on the NASDAQ Global Select Market under the symbol "TECH." The following table sets forth for the periods indicated the high and low sales price per share for the Company's common stock as reported by the NASDAQ Global Select Market.

	Fiscal 2018 Price				Fiscal 2017 Price
	High		Low		High		Low
First Quarter	$	124.00	$	112.33	$	117.42	$	103.99
Second Quarter		136.39		120.61		112.20		98.92
Third Quarter		151.89		128.06		108.58		95.68
Fourth Quarter		166.81		142.66		119.98		98.22

Holders of Common Stock and Dividends Paid

As of August 17, 2018, there were over 40,000 beneficial shareholders of the Company's common stock and over 425 shareholders of record. The Company paid quarterly cash dividends totaling $48.0 million, $47.7 million and $47.6 million in fiscal 2018, 2017 and 2016, respectively. The Board of Directors periodically considers the payment of cash dividends, and there is no guarantee that the Company will pay comparable cash dividends, or any cash dividends, in the future. The Company entered into a revolving line of credit in July 2016, which would prohibit payment of dividends to Company shareholders in the event of a default thereunder. The Credit Agreement that governs the revolving line of credit contains customary events of default.

In connection with the acquisition of Exosome Diagnostics, Inc. on August 1, 2018, the Company entered into a new credit facility that provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million.  The credit facility is governed by a Credit Agreement dated August 1, 2018 and matures on August 1, 2023.  The Credit Agreement that governs the revolving line of credit contains customary events of default and would prohibit payment of dividends to Company shareholders in the event of a default thereunder.

Issuer Purchases of Equity Securities

There was no share repurchase activity by the Company in fiscal 2018. As of June 30, 2018, the maximum approximate dollar value of shares that may yet be purchased under the Company's existing stock repurchase plan is approximately $125 million. The plan does not have an expiration date.

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Stock Performance Graph

The following chart compares the cumulative total shareholder return on the Company's common stock with the S&P Midcap 400 Index, the S&P 400 Biotechnology Index, and the S&P 400 MidCap Life Sciences Tools and Services Index.  We have included in the chart the S&P 400 MidCap Life Sciences Tools and Services Index, which we expect will replace the S&P 400 Biotechnology Index in our chart in future years as this index now only includes one company.  The comparison assumes $100 was invested on the last trading day before July 1, 2013 in the Company's common stock and in each of the foregoing indices and assumes reinvestment of dividends.

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ITEM 6. SELECTED FINANCIAL DATA

 (dollars in thousands, except per share data)

Income and Share Data:	2018(1)		2017(2)		2016(3)		2015(4)		2014(5)
Net sales	$	642,993	$	563,003	$	499,023	$	452,246	$	357,763
Operating income		136,178		120,584		150,593		147,023		159,750
Earnings before income taxes (6)		125,952		111,961		147,481		154,162		161,392
Net earnings		126,150		76,086		104,476		107,735		110,948
Diluted earnings per share		3.31		2.03		2.80		2.89		3.00
Average common and common equivalent shares - diluted (in thousands)		38,055		37,500		37,326		37,231		37,005

Balance Sheet Data as of June 30:	2018		2017		2016		2015		2014
Cash, cash equivalents and short-term available-for-sale investments		181,754	$	157,714	$	95,835	$	110,921	$	363,354
Working capital		318,856		212,503		199,744		208,515		443,022
Total assets		1,593,202		1,558,219		1,129,581		1,063,360		862,491
Total shareholders' equity		1,079,061		949,627		879,280		846,935		795,265

Cash Flow Data:	2018		2017		2016		2015		2014
Net cash provided by operating activities	$	170,367	$	143,721	$	144,157	$	139,359	$	136,762
Capital expenditures		20,934		15,179		16,898		19,905		13,821
Cash dividends declared per share		1.28		1.28		1.28		1.27		1.23

Employee Data as of June 30:	2018		2017		2016		2015		2014
Employees		1,943		1,789		1,560		1,356		967

(1) The Company acquired Trevigen on September 5, 2017, Atlanta Biologicals on January 2, 2018, and Eurocell Diagnostics on February 1, 2018.

(2) The Company acquired Space on July 1, 2016, and Advanced Cell Diagnostics on August 1, 2016.

(3) The Company acquired Cliniqa on July 8, 2015, and Zephyrus on March 21, 2016.

(4) The Company acquired Novus Biologicals on July 2, 2014, ProteinSimple on July 31, 2014, and CyVek on November 3, 2014.

(5) The Company acquired Bionostics on July 22, 2013, and PrimeGene on April 30, 2014.

(6) Earnings before income taxes included acquisition related expenses related to amortization of intangibles, costs recognized on sale of acquired inventories and professional fees associated with acquisition activity, as follows: 2018 - $74.2 million; 2017 - $73.2 million; 2016 - $37.6 million; 2015 - $37.6 million; 2014 - $20.0 million.

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ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

The following management discussion and analysis (“MD&A”) provides information that we believe is useful in understanding our operating results, cash flows and financial condition. We provide quantitative information about the material sales drivers including the effect of acquisitions and changes in foreign currency at the corporate and segment level. We also provide quantitative information about discrete tax items and other significant factors we believe are useful for understanding our results. The MD&A should be read in conjunction with the consolidated financial information and related notes included in this Form 10-K. This discussion contains various “Non-GAAP Financial Measures” and also contains various “Forward-Looking Statements” within the meaning of the Private Securities Litigation Reform Act of 1995. We refer readers to the statements entitled “Non-GAAP Financial Measures” located at the end of this MD&A and “Forward-Looking Information and Cautionary Statements” and “Risk Factors” within Items 1 and 1A of this Form 10-K.

OVERVIEW

Bio-Techne develops, manufactures and sells biotechnology products and clinical diagnostic controls worldwide. With our deep product portfolio and application expertise, Bio-Techne is a leader in providing specialized proteins, including cytokines and growth factors, and related immunoassays, small molecules and other reagents to the research, diagnostics and clinical controls markets.

Bio-Techne operates worldwide with three reportable business segments, Biotechnology, Protein Platforms, and Diagnostics, all of which service the life science and diagnostics markets. The Biotechnology reporting segment provides consumables used for conducting laboratory experiments by both industry and academic scientists within the biotechnology and biomedical life science fields including proteins, antibodies, immunoassays, flow cytometry products, intracellular signaling products, and biologically active chemical compounds. The Protein Platforms reporting segment develops and commercializes proprietary systems and consumables for protein analysis. The Diagnostics reporting segment reporting segment provides a range of controls and calibrators used with diagnostic equipment and as proficiency testing tools, as well as other reagents incorporated into diagnostic kits.

OVERALL RESULTS

For fiscal 2018, consolidated net sales increased 14% as compared to fiscal 2017. After adjusting for the impacts of the Trevigen, Atlanta Biologicals and Eurocell acquisitions in fiscal 2018, as well as foreign currency fluctuations, organic sales for the year increased 9% with currency translation contributing 2% and acquisitions contributing 3%. The organic growth was broad-based as the Company achieved high-single digit growth in the US with contributions from both the Academic and Bio-Pharma end-markets. Europe sales grew in the mid-teens with growth in both the Academic and Bio-Pharma end-markets. China sales grew nearly 25% and Japan sales grew in the mid-teens while the rest of the Asia-Pacific region grew in the high-teens.

Consolidated GAAP net earnings increased 65% for fiscal 2018 as compared to fiscal 2017. After adjusting for acquisition related costs, stock-based compensation, and certain income tax items in both years, adjusted net earnings increased 24% in fiscal 2018 as compared to fiscal 2017. Adjusted earnings growth was driven by strong volume leverage and the benefit from tax reform, which was partially offset by negative business mix, lower margin acquisitions, and investments in global commercial resources and administrative infrastructure.

For fiscal 2017, consolidated net sales increased 13% as compared to fiscal 2016. After adjusting for the impacts of the Space and Advanced Cell Diagnostics (ACD) acquisitions in fiscal 2017, as well as foreign currency fluctuations, organic sales for the year increased 6% with currency translation having a negative impact of 1% and acquisitions contributing 8%. The organic growth was broad-based, with the Company achieving growth in all three of its reporting segments. A strong Bio-Pharma end-market in the US and Europe and additional market demand for Protein Platforms instruments were the biggest contributing factors to organic growth.

Consolidated GAAP net earnings decreased 27% for fiscal 2017 as compared to fiscal 2016. After adjusting for acquisition related costs, stock-based compensation, and certain income tax items in both years, adjusted net earnings increased 4% in fiscal 2017 as compared to fiscal 2016. Adjusted earnings growth was driven by strong volume leverage, which was offset by negative mix and a negative impact from foreign currency translation.

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RESULTS OF OPERATIONS

Net Sales

Consolidated organic net sales exclude the impact of net sales contributed by companies acquired during the fiscal year and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily the euro, British pound sterling, and Chinese yuan) into U.S. dollars.

Consolidated net sales growth was as follows:

	Year Ended June 30,
	2018			2017			2016
Organic sales growth		9	%		6	%		6	%
Acquisitions sales growth		3	%		8	%		6	%
Impact of foreign currency fluctuations		2	%		(1	)%		(2	)%
Consolidated net sales growth		14	%		13	%		10	%

Consolidated net sales by reportable segment were as follows (in thousands): 

	Year Ended June 30,
	2018			2017			2016
Biotechnology	$	421,536		$	364,504		$	317,340
Protein Platforms		111,885			91,464			77,324
Diagnostics		110,108			107,139			104,484
Intersegment		(536	)		(104	)		(125	)
Consolidated net sales	$	642,993		$	563,003		$	499,023

In fiscal 2018, Biotechnology segment net sales increased 16% compared to fiscal 2017. Organic growth for the segment was 9% for the fiscal year, with acquisitions contributing 4% and foreign currency translation having a favorable impact of 3%. Continued strength from ACD, a fiscal 2017 acquisition, and the proteins and assays product categories drove growth.

In fiscal 2018, the Protein Platforms segment net sales increased 22% compared to fiscal 2017. Organic growth for the segment was 20% with foreign currency translation having a favorable impact of 2%. Growth was broad-based and led by continued market demand for Simple Western (Wes) instruments and consumables and the Simple Plex (Ella) product lines.

In fiscal 2018, Diagnostics segment net sales increased 3% compared to fiscal 2017. Organic growth for the segment was 1% with acquisitions contributing 2%.

In fiscal 2017, Biotechnology segment net sales increased 15% compared to fiscal 2016. Organic growth for the segment was 4% for the fiscal year, with acquisitions contributing 13% and foreign currency translation having an unfavorable impact of 2%. Antibody and assay product categories drove growth. The growth in antibodies was led by double-digit growth in the Novus brand. The growth in assays was led by Luminex-based products the Company makes and sells and royalties received from Luminex assay suppliers who use the Company’s content in the production of their assays.

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In fiscal 2017, the Protein Platforms segment net sales increased 18% compared to fiscal 2016. Organic growth for the segment was 19% with acquisitions contributing 1% and foreign currency translation having an unfavorable impact of 2%. Growth was broad-based and led by additional market demand for Simple Western (Wes) instruments and consumables, and the Simple Plex (Ella) and Biologics (Maurice) product lines.

In fiscal 2017, Diagnostics segment net sales increased 3% compared to fiscal 2016. All results for fiscal 2017 were organic. Timing of OEM orders had a negative impact on fiscal 2017 results. Mid-single digit sales growth in blood and glucose-based controls was partially offset by the timing of OEM shipments from the diagnostic assay and reagent product lines. 

Gross Margins

Consolidated gross margins were 67.2%, 66.5% and 67.5% in fiscal 2018, 2017 and 2016, respectively. Consolidated gross margins were negatively impacted as a result of purchase accounting related to inventory and intangible assets acquired during fiscal 2018, 2017, 2016 and prior years. Under purchase accounting, inventory is valued at fair value less expected selling and marketing costs, resulting in reduced margins in future periods as the inventory is sold. Excluding the impact of acquired inventory sold and amortization of intangibles, adjusted gross margins were 71.5%, 71.2% and 70.8% in fiscal 2018, 2017 and 2016, respectively.

A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold and intangible amortization included in cost of sales, is as follows:

	Year Ended June 30,
	2018			2017			2016
Consolidated gross margin percentage		67.2	%		66.5	%		67.5	%
Identified adjustments:
Costs recognized upon sale of acquired inventory		0.4	%		0.6	%		1.1	%
Amortization of intangibles		3.9	%		4.1	%		2.2	%
Non-GAAP adjusted gross margin percentage		71.5	%		71.2	%		70.8	%

Fluctuations in adjusted gross margins, as a percentage of net sales, have primarily resulted from changes in foreign currency exchange rates and changes in product mix. We expect that, in the future, gross margins will continue to be impacted by the mix of our portfolio growing at different rates as well as future acquisitions.

Management uses adjusted operating results to monitor and evaluate performance of the Company’s three business segments. Since these results are used for this purpose, they are also considered to be prepared in accordance with GAAP. Segment gross margins, as a percentage of net sales, were as follows: 

	Year Ended June 30,
	2018			2017			2016
Biotechnology		79.4	%		80.5	%		80.0	%
Protein Platforms		69.6	%		67.6	%		67.8	%
Diagnostics		43.5	%		42.3	%		44.8	%

The decrease in the Biotechnology segment’s gross margin percentage for fiscal 2018 was primarily attributable to mix of product sales made in this segment. The improvements in the Protein Platforms and Diagnostics gross margin percentages for fiscal 2018 as compared to fiscal 2017 were due to higher volume leverage and operational productivity.

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The Biotechnology improvement for fiscal 2017 as compared to fiscal 2016 was primarily attributable to higher volume leverage and operational productivity. The Diagnostics and Protein Platforms segment gross margin percentages for fiscal 2017 as compared to fiscal 2016 were negatively impacted by lower volume leverage and margin mix of product sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $40.2 million (20%) and $59.6 million (42%) in fiscal 2018 and 2017, respectively.

The increase in fiscal 2018 was driven by additional investments in global commercial resources and administrative infrastructure, a larger cost base due to acquisitions and $13.6 million of additional stock-based compensation expense of which $8.3 million is from a new retirement policy that permits retirees to continue vesting in certain time-based stock options granted during employment, resulting in accelerated stock compensation expense for those employees meeting the definition of retirement eligible.

The increase in fiscal 2017 was driven by additional expenses associated with the Space, ACD and Zephyrus acquisitions including $21.1 million of selling, general and administrative expenses, a $3.0 million increase in acquisition intangible amortization, a $18.4 million change in the fair value of contingent consideration and a $4.6 million increase in other acquisition related costs. The remaining increase in selling, general and administrative expenses in fiscal 2017 was primarily due to additional investments in global commercial resources, administrative infrastructure, including increased stock compensation, and annual wage, salary and benefit increases.

Consolidated selling, general and administrative expenses were composed of the following (in thousands):

	Year Ended June 30,
	2018		2017		2016
Biotechnology	$	99,655	$	82,801	$	58,414
Protein Platforms		44,475		37,735		34,186
Diagnostics		15,774		13,207		12,781
Total segment expenses		159,904		133,743		105,381
Amortization of intangibles		21,650		21,328		18,300
Acquisition related expenses		24,429		25,789		2,761
Restructuring costs		376		-		-
Stock-based compensation		28,240		14,631		9,430
Corporate selling, general and administrative expenses		6,037		4,952		5,007
Total selling, general and administrative expenses	$	240,636	$	200,443	$	140,879

Research and Development Expenses

Research and development expenses increased $1.8 million (3%) and $8.3 million (18%) in fiscal 2018 and 2017, respectively, as compared to prior year periods. The increase in research and development expense in fiscal 2018 and 2017 as compared to fiscal 2016 was due to $10.2 million and $8.6 million of additional expenses from ACD, one of the Company’s fiscal 2017 acquisitions.

	Year Ended June 30,
	2018		2017		2016
Biotechnology	$	35,895	$	35,507	$	26,981
Protein Platforms		15,348		14,424		14,610
Diagnostics		3,848		3,583		3,596
Total segment expenses		55,091		53,514		45,187
Unallocated corporate expenses		238		-		-
Total research and development expenses	$	55,329	$	53,514	$	45,187

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Net Interest Income / (Expense)

Net interest income/(expense) for fiscal 2018, 2017 and 2016 was $(9.8) million, $(7.1) million, and $(1.5) million respectively. Net interest expense in fiscal 2018 increased due to changes in interest rates. Net interest expense in fiscal 2017 increased due to the new revolving credit facility the Company entered into in July 2016 to help fund the acquisition of ACD.

Other Non-Operating Expense, Net

Other non-operating expense, net, consists of foreign currency transaction gains and losses, rental income, building expenses related to rental property and the Company's share of gains and losses from equity method investees as follows (in thousands):

	Year Ended June 30,
	2018			2017			2016
Foreign currency (losses) gains	$	(227	)	$	(636	)	$	(1,080	)
Rental income		1,177			947			950
Real estate taxes, depreciation and utilities		(1,803	)		(1,818	)		(1,762	)
Gain (loss) on investment		397			-			-
Miscellaneous (expense) income		9			(59	)		279
Other non-operating income (expense), net	$	(447	)	$	(1,566	)	$	(1,613	)

During the third quarter fiscal 2018, the Company recognized a $16.2 million impairment on the write-down of its investment in Astute Medical, Inc. (Astute) in anticipation of the amount of cash to be received upon completion of the sale of Astute to a third party. The Astute sale closed in the fourth quarter of fiscal 2018 at the anticipated amount. This loss was offset by a $16.1 million gain on the sale of a portion of the Company’s investment in ChemoCentryx, Inc. (CCXI) and a $0.5 million gain on the sale of investment property in the fourth quarter of fiscal 2018. These gains and losses are included in other income (expense) in the accompanying Consolidated Statements of Earnings and Comprehensive Income.

Income Taxes

Income taxes for fiscal 2018, 2017 and 2016 were at effective rates of (0.2)%, 32.0%, and 29.2%, respectively, of consolidated earnings before income taxes. The effective rate for June 30, 2018 decreased by 32.2% compared to the prior year. The decrease in the Company’s tax rate for fiscal 2018 was due to the impact of discrete items, primarily the net tax benefit of $33.0 million related to government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). This net tax benefit consisted of $36.5 million due to the re-measurement of the Company’s deferred tax accounts to reflect the U.S. federal corporate tax rate reduction impact to our net deferred tax balances offset by expense for the repatriation tax of $3.3 million. Also impacting the Company’s fiscal 2018 effective tax rate was a $2.2 million tax benefit related to stock option exercises offset by a net discrete tax expense of $4.2 million related to the revaluation of contingent consideration, which is not a tax deductible expense.

The effective rate for June 30, 2017 increased by 2.8% compared to the prior year. The increase was primarily due to unfavorable discrete events in fiscal 2017 related to the revaluation of contingent consideration, which is not a tax deductible expense. The Company recognized net expense related to discrete tax items of $3.8 million in fiscal 2017, including $4.5 million in expense related to the revaluation of contingent consideration which is not a tax deductible expense. There were no material discrete tax items in fiscal 2016.

U.S. federal taxes have been reduced by the manufacturer's deduction provided for under the American Jobs Creation Act of 2004 and the U.S. federal credit for research and development. Foreign income taxes have been provided at rates which approximate the tax rates in the countries in which the Company has operations, exclusive of permanent items.

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Net Earnings

Non-GAAP adjusted consolidated net earnings are as follows (in thousands):

	Year Ended June 30,
	2018			2017			2016
Net earnings	$	126,150		$	76,086		$	104,476
Identified adjustments:
Costs recognized upon sale of acquired inventory		2,455			3,037			5,431
Amortization of intangibles		46,983			44,393			29,395
Acquisition related expenses		24,774			25,789			2,761
Restructuring costs		376			-			-
Stock-based compensation		28,240			14,631			9,430
Gain on investment		(397	)		-			-
Tax impact of above adjustments		(21,625	)		(20,483	)		(14,551	)
Tax impact of discrete tax items and other foreign adjustments		(34,360	)		(3,920	)		(2,638	)
Non-GAAP adjusted net earnings	$	172,596		$	139,533		$	134,304
Non-GAAP adjusted net earnings growth		24	%		4	%		3	%

Depending on the nature of discrete tax items, our reported tax rate may not be consistent on a period to period basis. The Company independently calculates a non-GAAP adjusted tax rate considering the impact of discrete items and jurisdictional mix of the identified non-GAAP adjustments. The following table summarizes the reported GAAP tax rate and the effective Non-GAAP adjusted tax rate for the periods ended June 30, 2018, 2017, and 2016.

	Year Ended June 30,
	2018			2017			2016
Reported GAAP tax rate		(0.2	)%		32.0	%		29.2	%
Tax rate impact of:
Identified non-GAAP adjustments		(2.7	)		(3.8	)		0.4
Discrete tax items and other foreign adjustments		27.3			2.0			1.4
Non-GAAP adjusted tax rate		24.4	%		30.2	%		30.9	%

The difference between the reported GAAP tax rate and non-GAAP tax rate applied to the identified non-GAAP adjustments for the fiscal years ended June 30, 2018 is due primarily to recording the items attributable to the new tax legislation in the U.S. which resulted in a $33.0 million tax benefit. Offsetting this benefit is the impact of the revaluation of contingent consideration which is not tax deductible. For the fiscal year ended June 30, 2018, the Company recorded acquisition related expense of $20.1 million related to the change in fair value of contingent consideration.

The difference between the reported GAAP tax rate and non-GAAP tax rate applied to the identified non-GAAP adjustments for the fiscal years ended June 30, 2017 is primarily a result of the revaluation of contingent consideration, which is not tax deductible. For the fiscal years ended June 30, 2017, the Company recorded acquisition related expense of $18.4 million related to the change in fair value of contingent consideration.

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LIQUIDITY AND CAPITAL RESOURCES

Cash, cash equivalents and available-for-sale investments at June 30, 2018 were $181.8 million compared to $157.7 million at June 30, 2017. Included in available-for-sale investments at June 30, 2018 and June 30, 2017 was the fair value of the Company's investment in CCXI of $54.3 million and $59.6 million, respectively.

At June 30, 2018, approximately 41% of the Company's cash and equivalent account balances of $122.0 million were located in the U.S., with the remainder located in primarily in Canada, China, the U.K. and other European countries.

At June 30, 2018, approximately 91% of the Company's available-for-sale investment account balances of $59.8 million were located in the U.S., with the remaining 9% in China.

The Company has either paid U.S. taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations or expects the earnings will be remitted in a tax neutral transaction. Management of the Company expects to be able to meet its cash and working capital requirements for operations, facility expansion, capital additions, and cash dividends for the foreseeable future, and at least the next 12 months, through currently available funds, including funds available through our line-of-credit and cash generated from operations.

During fiscal 2018, the Company acquired Trevigen, Atlanta Biologicals and Eurocell Diagnostics for approximately $10.6 million, $51.3 million and $7.3 million, respectively. The acquisitions were financed through a combination of cash on hand and our revolving line of credit facility.

During fiscal 2017, the Company acquired Space and ACD for approximately $9.0 million and $258.0 million, respectively. The acquisitions were financed through a combination of cash on hand and our revolving line of credit facility that the Company obtained prior to the closing of the ACD acquisition. The ACD acquisition also included certain future contingent payments of up to $75.0 million due upon the achievement of certain revenue milestones. Additionally, the Company made a $40.0 million equity investment in Astute Medical, Inc.

During fiscal 2016, the Company acquired Cliniqa and Zephyrus for approximately $82.9 million and $8.0 million, respectively. These acquisitions were financed with a combination of cash on hand and our revolving line of credit facility. The Zephyrus acquisition consisted of a net cash payment of $8.0 million and certain future contingent payments of up to $7.0 million.

On July 2, 2018, the Company acquired QT Holdings Corporation (Quad) for approximately $20 million plus $51 million in potential contingent consideration. On August 1, 2018, the Company acquired Exosome Diagnostics, Inc. (Exosome) for approximately $250 million plus $325 million in potential contingent consideration.   In connection with the acquisition of Exosome Diagnostics on August 1, 2018, the Company entered into a new credit facility governed by a Credit Agreement entered into on August 1, 2018 that matures on August 1, 2023.. The Credit Agreement provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million. Borrowings under the Credit Agreement bear interest at a variable rate.

Future acquisition strategies may or may not require additional borrowings under the line-of-credit facility or other outside sources of funding.

Cash Flows From Operating Activities

The Company generated cash from operations of $170.4 million, $143.4 million, and $143.9 million in fiscal 2018, 2017 and 2016, respectively. The increase in cash generated from operating activities in fiscal 2018 as compared to fiscal 2017 was mainly the result of higher earnings and decreases in operating assets driven by strong collections of trade accounts receivable and increases in operating liabilities, net of acquisitions.

Cash Flows From Investing Activities

We continue to make investments in our business, including capital expenditures. Net cash paid for acquisitions of Trevigen, Atlanta Biologicals and Eurocell Diagnostics was $67.9 million in fiscal 2018, a substantial decrease from the net cash paid of $253.8 million for the ACD and Space acquisitions in fiscal 2017. The Company paid net cash of $91.4 million for the Cliniqa and Zephyrus acquisitions during fiscal 2016.

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In addition to the ACD and Space acquisitions in fiscal 2017, the Company also invested $40.0 million in Astute Medical, Inc. (Astute) during the second quarter of fiscal 2017. During the fourth quarter of fiscal 2018, Astute was sold to a third party. The Company received a cash payment of $22.5 million upon the closing of the acquisition.

The Company's net proceeds from the purchase, sale and maturity of available-for-sale investments in fiscal 2018, 2017, and 2016 were $27.8 million, $3.0 million, and $0.8 million, respectively. The increase in proceeds in fiscal 2018 as compared to fiscal 2017 was driven by the sale of a portion of the Company’s investment in CCXI. The Company's investment policy is to place excess cash in municipal and corporate bonds with the objective of obtaining the highest possible return while minimizing risk and keeping the funds accessible.

Capital additions in fiscal year 2018, 2017, and 2016 were $20.9 million, $15.2 million, and $16.9 million. Capital additions planned for fiscal 2019 are approximately $30.7 million and are expected to be financed through currently available cash and cash generated from operations.

Cash Flows From Financing Activities

In fiscal 2018, 2017, and 2016, the Company paid cash dividends of $48.0 million, $47.3 million, and $47.6 million, respectively. The Board of Directors periodically considers the payment of cash dividends.

The Company received $19.2 million, $5.3 million, and $5.4 million, for the exercise of options for 204,000, 63,000, and 69,000 shares of common stock in fiscal 2018, 2017 and 2016, respectively. The Company recognized excess tax benefits from stock option exercises of $0.5 million and $0.6 million in fiscal 2017 and 2016, respectively.

During fiscal 2018, the Company drew $55.0 million under its revolving line-of-credit facility to fund its acquisition of Atlanta Biologicals and made repayments on its line-of-credit of $59.5 million.

During fiscal 2017, the Company drew $368.5 million under its revolving line-of-credit facility to partially fund its acquisition of ACD and investment in Astute. The Company made payments on the line-of-credit and other debt of $116.5 million.

During fiscal 2016, the Company drew $77.0 million under its revolving line-of-credit facility to partially fund its acquisitions of Cliniqa. The Company made payments on the line-of-credit and other debt of $58.5 million.

During fiscal 2018, the Company made $88.5 million ($50 million for ACD, $35 million for CyVek, and $3.5 million for Zephyrus) in cash payments towards the ACD, CyVek and Zephyrus contingent consideration liabilities. Of the $88.5 million in total payments, $61.9 million is classified as financing on the statement of cash flows. The remaining $26.6 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date.

During fiscal 2017, the Company made $28.5 million ($3.5 million for Zephyrus and $25 million for ACD) in cash payments towards the Zephyrus and ACD contingent consideration liabilities after it determined that certain sales and revenue thresholds were met. Of the $28.5 million of total payments, $16.7 million is classified as financing. The financing component represents the portion of the total liability that was recognized at the acquisition date. The remaining $11.8 million is recorded as operating as it represents the consideration liability that exceed the amount of the contingent consideration liability recognized at the acquisition date. Additionally, the Company made payments of $3.6 million to settle outstanding consideration payables related to the PrimeGene acquisition.

In accordance with the terms of the purchase agreement, during the first quarter of fiscal 2018, the Company made the final $2.3 million payment for the Space acquisition. This payment is included within other financing activities.

In April 2009, the Board of Directors authorized a plan for the repurchase and retirement of $60.0 million of its common stock. In October 2012, the Board of Directors increased the amount authorized under the plan by $100.0 million. The plan does not have an expiration date. There were no stock repurchases in fiscal 2018, 2017, or 2016. As of June 30, 2018, approximately $125.0 million remained available for purchase under the above authorizations.

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OFF-BALANCE SHEET ARRANGEMENTS

The Company is not a party to any off-balance sheet transactions, arrangements or obligations that have, or are reasonably likely to have, a current or future material effect on the Company's financial condition, changes in the financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CONTRACTUAL OBLIGATIONS

The following table summarizes the Company's contractual obligations and commercial commitments as of June 30, 2018 (in thousands):

			Payments Due by Period
	Total		Less than 1 Year		1-2 Years		3-4 Years		After 5 Years
Long-term debt	$	339,000		-		-		339,000		-
Lease obligations	$	90,297	$	10,654	$	20,808	$	20,935	$	37,900
Total contractual obligations	$	429,297	$	10,654	$	20,808	$	359,935	$	37,900

CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of the Company's financial condition and results of operations are based upon the Company's Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, management evaluates its estimates. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

The Company has identified the policies outlined below as critical to its business operations and an understanding of results of operations. The listing is not intended to be a comprehensive list of all accounting policies; investors should also refer to Note 1 to the Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K.

Business Combinations

We allocate the purchase price of acquired businesses to the estimated fair values of the assets acquired and liabilities assumed as of the date of the acquisition. The calculations used to determine the fair value of the long-lived assets acquired, primarily intangible assets, can be complex and require significant judgment. We weigh many factors when completing these estimates including, but not limited to, the nature of the acquired company’s business; its competitive position, strengths, and challenges; its historical financial position and performance; estimated customer retention rates; discount rates; and future plans for the combined entity. We may also engage independent valuation specialists, when necessary, to assist in the fair value calculations for significant acquired long-lived assets.

The fair value of acquired technology is estimated, using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the technology. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the technology to estimate the royalty savings. The fair value of acquired technology may also be estimated using the cost of reproduction method under which the primary components of the technology are identified and the estimated cost to reproduce the technology is calculated based on historical data provided by the acquirees. The fair value of trade names is estimated using the relief from royalty method, which calculates the cost savings associated with owning rather than licensing the trade name. Assumed royalty rates are applied to the projected revenues for the remaining useful life of the trade name to estimate the royalty savings. We generally estimate the fair value of acquired customer relationships using the multi-period excess earnings method. This valuation model estimates revenues and cash flows derived from the asset and then deducts portions of the cash flow that can be attributed to supporting assets, such as a brand name or fixed assets, that contributed to the generation of the cash flows. The resulting cash flow, which is attributable solely to the customer list asset, is then discounted at a rate of return commensurate with the risk of the asset to calculate a present value. The fair value of acquired customer relationships may also be estimated by discounting the estimated cash flows expected to be generated by the assets. Assumptions used in these calculations include same-customer revenue growth rates and estimated customer retention rates based on the acquirees' historical information.

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We estimate the fair value of liabilities for contingent consideration by discounting to present value the probability weighted contingent payments expected to be made. Assumptions used in these calculations include discount rates, projected financial results of the acquired businesses based on our most recent internal forecasts, and factors indicating the probability of achieving the forecasted results. The excess of the purchase price over the estimated fair value of the net assets acquired is recorded as goodwill. Goodwill is not amortized, but is subject to impairment testing on at least an annual basis.

We are also required to estimate the useful lives of the acquired intangible assets, which determines the amount of acquisition-related amortization expense we will record in future periods. 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.

While we use our best estimates and assumptions, our fair value estimates are inherently uncertain and subject to refinement. As a result, during the measurement period, which may be up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Any adjustments required after the measurement period are recorded in the consolidated statements of earnings.

The judgments required in determining the estimated fair values and expected useful lives assigned to each class of assets and liabilities acquired can significantly affect net income. For example, different classes of assets will have useful lives that differ. Consequently, to the extent a longer-lived asset is ascribed greater value than a shorter-lived asset, net income in a given period may be higher. Additionally, assigning a lower value to amortizable intangibles would result in a higher amount assigned to goodwill. As goodwill is not amortized, this would benefit net income in a given period, although goodwill is subject to annual impairment analysis.

Impairment of Goodwill

Goodwill

Goodwill was $597.9 million as of June 30, 2018, which represented 37.5% of total assets. Goodwill is tested for impairment on an annual basis in the fourth quarter of each year, or more frequently if events occur or circumstances change that could indicate a possible impairment.

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 one reporting 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.

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2018 and 2017 Goodwill Impairment Analyses

In completing our 2018 and 2017 annual 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 2017-04, 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.

Because our 2018 and 2017 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values was compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.

The quantitative assessment completed as of June 30, 2018 and 2017 indicated 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.

2016 Goodwill Impairment Analysis

The Company used a qualitative test for all reporting units during the fourth quarter for fiscal year 2016. The company elected to utilize a quantitative test for the Protein Platforms reporting unit for fiscal year 2016 using the previously described income approach given that this was a newer reporting unit created primarily through acquisitions. The qualitative analyses for our other reporting units completed during 2016 evaluated factors including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. In completing these assessments, we noted no changes in events or circumstances which indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount. Based on the testing performed for the Protein Platforms reporting unit, fair value exceeded carrying value by a substantial amount and no adjustment to the carrying value of goodwill was necessary.

There has been no impairment of goodwill since the adoption of Financial Accounting Standards Board (“FASB”) ASC 350 guidance for goodwill and other intangibles on July 1, 2002.

NEW ACCOUNTING PRONOUNCEMENTS

Information regarding the accounting policies adopted during fiscal 2018 and those not yet adopted can be found under caption “Note 1: Description of Business and Summary of Significant Accounting Policies” of the Notes to the Consolidated Financial Statements appear in Item 8 of this report. 

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SUBSEQUENT EVENTS

On July 2, 2018, the Company acquired QT Holdings Corporation (Quad) for approximately $20 million plus $51 million in potential contingent consideration. On August 1, 2018, the Company acquired Exosome Diagnostics, Inc. (Exosome) for approximately $250 million plus $325 million in potential contingent consideration.

In connection with the acquisition of Exosome Diagnostics, Inc. on August 1, 2018, the Company entered into a new credit facility that provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million.  The credit facility is governed by a Credit Agreement dated August 1, 2018 and matures on August 1, 2023

NON-GAAP FINANCIAL MEASURES

This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, contains financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (GAAP). These non-GAAP measures include:

● Adjusted gross margin

● Adjusted net earnings

● Adjusted net earnings growth

● Adjusted effective tax rate

We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results.

Our non-GAAP financial measures for adjusted gross margin, adjusted operating margin, and adjusted net earnings, in total and on a per share basis, exclude the costs recognized upon the sale of acquired inventory, amortization of acquisition intangibles, and acquisition related expenses. The Company excludes amortization of purchased intangible assets and purchase accounting adjustments, including costs recognized upon the sale of acquired inventory and acquisition-related expenses, from this measure because they occur as a result of specific events, and are not reflective of our internal investments, the costs of developing, producing, supporting and selling our products, and the other ongoing costs to support our operating structure. Additionally, these amounts can vary significantly from period to period based on current activity.

The Company’s non-GAAP adjusted operating margin and adjusted net earnings, in total and on a per share basis, also excludes stock based compensation expense, restructuring, impairments of equity method investments, gain and losses from investments, and certain adjustments to income tax expense. Stock based compensation is excluded from non-GAAP adjusted earnings because of the nature of this charge, specifically, the varying available valuation methodologies, subjective assumptions, and the variety of award types. Impairments of equity investments are excluded as we do not have significant influence over these investments and they are not part of our day to day operating decisions. Additionally, gains and losses from other investments that are either isolated or cannot be expected to occur again with any predictability are excluded.   Costs related to restructuring activities, including reducing overhead and consolidating facilities, are excluded because we believe they are not indicative of our normal operating costs. The Company independently calculates a non-GAAP adjusted tax rate to be applied to the identified non-GAAP adjustments considering the impact of discrete items on these adjustments and the jurisdictional mix of the adjustments. In addition, the tax impact of other discrete and non-recurring charges which impact our reported GAAP tax rate are adjusted from net earnings. We believe these tax items can significantly affect the period-over-period assessment of operating results and not necessarily reflect costs and/or income associated with historical trends and future results.

The Company periodically reassesses the components of our non-GAAP adjustments for changes in how we evaluate our performance, changes in how we make financial and operational decisions, and considers the use of these measures by our competitors and peers to ensure the adjustments are still relevant and meaningful.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES

ABOUT MARKET RISK

The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. Approximately 28% of the Company's consolidated net sales in fiscal 2018 were made in foreign currencies, including 15% in euro, 5% in British pound sterling, 3% in Chinese yuan and the remaining 5% in other currencies. The Company is exposed to market risk primarily from foreign exchange rate fluctuations of the euro, British pound sterling, Chinese yuan and Canadian dollar as compared to the U.S. dollar as the financial position and operating results of the Company's foreign operations are translated into U.S. dollars for consolidation.

Month-end exchange rates between the euro, British pound sterling, Chinese yuan, Canadian dollar and the U.S. dollar, which have not been weighted for actual sales volume in the applicable months in the periods, were as follows:

	Year Ended June 30,
	2018		2017		2016
Euro:
High	$	1.24	$	1.14	$	1.13
Low		1.16		1.05		1.10
Average		1.20		1.09		1.12
British pound sterling:
High	$	1.42	$	1.32	$	1.48
Low		1.29		1.22		1.33
Average		1.35		1.27		1.42
Chinese yuan:
High	$	0.16	$	0.15	$	0.15
Low		0.15		0.14		0.15
Average		0.15		0.15		0.15
Canadian dollar:
High	$	0.81	$	0.77	$	0.78
Low		0.76		0.73		0.71
Average		0.79		0.75		0.76

The Company's exposure to foreign exchange rate fluctuations also arises from trade receivables and intercompany payables denominated in one currency in the financial statements, but receivable or payable in another currency.

The Company does not enter into foreign currency forward contracts to reduce its exposure to foreign currency rate changes on forecasted intercompany sales transactions or on intercompany foreign currency denominated balance sheet positions. Foreign currency transaction gains and losses are included in "Other non-operating expense, net" in the Consolidated Statement of Earnings and Comprehensive Income. The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheet as part of "Accumulated other comprehensive income (loss)."

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from June 30, 2018 levels against the euro, British pound sterling, Chinese yuan and Canadian dollar are as follows (in thousands):

Decrease in translation of 2018 earnings into U.S. dollars	$	3,750
Decrease in translation of net assets of foreign subsidiaries		40,782
Additional transaction losses		1,928

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

CONSOLIDATED STATEMENTS OF EARNINGS AND COMPREHENSIVE INCOME

Bio-Techne Corporation and Subsidiaries
(in thousands, except per share data)

	Year Ended June 30,
	2018			2017			2016
Net sales	$	642,993		$	563,003		$	499,023
Cost of sales		210,850			188,462			162,364
Gross margin		432,143			374,541			336,659
Operating expenses:
Selling, general and administrative		240,636			200,443			140,879
Research and development		55,329			53,514			45,187
Total operating expenses		295,965			253,957			186,066
Operating income		136,178			120,584			150,593
Other income (expense):
Interest expense		(10,188	)		(7,361	)		(1,748	)
Interest income		409			304			249
Other non-operating income (expense), net		(447	)		(1,566	)		(1,613	)
Total other income (expense)		(10,226	)		(8,623	)		(3,112	)
Earnings before income taxes		125,952			111,961			147,481
Income taxes		(198	)		35,875			43,005
Net earnings		126,150			76,086			104,476
Other comprehensive income (loss):
Foreign currency translation adjustments		(1,572	)		(3,061	)		(19,888	)
Unrealized gains (losses) on available-for-sale investments, net of tax of $398, $(6,501), and $3,794, respectively		5,693			24,531			(19,924	)
Other comprehensive income (loss)		4,121			21,470			(39,812	)
Comprehensive income	$	130,271		$	97,556		$	64,664
Earnings per share:
Basic	$	3.36		$	2.04		$	2.81
Diluted	$	3.31		$	2.03		$	2.80
Cash dividends per common share:	$	1.28		$	1.28		$	1.28
Weighted average common shares outstanding:
Basic		37,476			37,313			37,194
Diluted		38,055			37,500			37,326

See Notes to Consolidated Financial Statements.

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CONSOLIDATED BALANCE SHEETS

Bio-Techne Corporation and Subsidiaries
(in thousands, except share and per share data)

	June 30,
	2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	121,990		$	91,612
Short-term available-for-sale investments		59,764			66,102
Accounts receivable, less allowance for doubtful accounts of $839 and $696, respectively		120,296			116,830
Inventories		85,648			60,151
Other current assets		10,668			13,330
Total current assets		398,366			348,025
Property and equipment, net		145,348			135,124
Goodwill		597,890			579,026
Intangible assets, net		446,332			452,042
Other assets		5,266			44,002
Total assets	$	1,593,202		$	1,558,219
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable	$	18,452		$	16,856
Salaries, wages and related accruals		23,710			26,602
Accrued expenses		21,403			18,518
Deferred revenue, current		7,067			5,968
Income taxes payable		8,878			2,478
Contingent consideration payable		-			65,100
Total current liabilities		79,510			135,522
Deferred income taxes		86,293			120,596
Long-term debt obligations		339,000			343,771
Contingent consideration payable		-			3,300
Other long-term liabilities		9,338			5,403
Shareholders' equity:
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding		-			-
Common stock, par value $.01 a share; authorized 100,000,000 shares; issued and outstanding 37,607,500 and 37,356,041 shares, respectively		376			374
Additional paid-in capital		246,568			199,161
Retained earnings		876,931			799,027
Accumulated other comprehensive loss		(44,814	)		(48,935	)
Total shareholders' equity		1,079,061			949,627
Total liabilities and shareholders’ equity	$	1,593,202		$	1,558,219

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Bio-Techne Corporation and Subsidiaries
(in thousands) 

	Common Stock					Additional Paid-in			Retained			Accumulated Other Comprehensive
	Shares			Amount		Capital			Earnings			Income(Loss)			Total
Balances at June 30, 2015		37,153		$	371	$	163,306		$	713,851		$	(30,593	)	$	846,935
Net earnings										104,476						104,476
Other comprehensive loss													(39,812	)		(39,812	)
Surrender and retirement of stock to exercise options		-			-		(31	)								(31	)
Common stock issued for exercise of options		69			1		4,796									4,797
Common stock issued for restricted stock awards		23			-		-			(167	)					(167	)
Cash dividends										(47,607	)					(47,607	)
Stock-based compensation expense							9,287									9,287
Tax benefit from exercise of stock options							566									566
Common stock issued to employee stock purchase plan		9			-		692									692
Employee stock purchase plan expense							144									144
Balances at June 30, 2016		37,254		$	372	$	178,760		$	770,553		$	(70,405	)	$	879,280
Net earnings										76,086						76,086
Other comprehensive income													21,470			21,470
Surrender and retirement of stock to exercise options		(3	)		-		(275	)								(275	)
Common stock issued for exercise of options		63			2		4,509									4,511
Common stock issued for restricted stock awards		31			-		-			(287	)					(287	)
Cash dividends										(47,325	)					(47,325	)
Stock-based compensation expense							14,418									14,418
Tax benefit from exercise of stock options							514									514
Common stock issued to employee stock purchase plan		11			-		1,022									1,022
Employee stock purchase plan expense							213									213
Balances at June 30, 2017		37,356		$	374	$	199,161		$	799,027		$	(48,935	)	$	949,627
Net earnings										126,150						126,150
Other comprehensive income													4,121			4,121
Common stock issued for exercise of options		204			2		17,661									17,663
Common stock issued for restricted stock awards		34			-		-			(273	)					(273	)
Cash dividends										(47,973	)					(47,973	)
Stock-based compensation expense							27,959									27,959
Common stock issued to employee stock purchase plan		14			-		1,506									1,506
Employee stock purchase plan expense							281									281
Balances at June 30, 2018		37,608		$	376	$	246,568		$	876,931		$	(44,814	)	$	1,079,061

See Notes to Consolidated Financial Statements.

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CONSOLIDATED STATEMENTS OF CASH FLOWS

Bio-Techne Corporation and Subsidiaries
(in thousands)

	Year Ended June 30,
	2018			2017			2016
Cash flows from operating activities:
Net earnings	$	126,150		$	76,086		$	104,476
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization		64,463			60,036			42,764
Costs recognized on sale of acquired inventory		2,455			3,037			5,431
Deferred income taxes		(46,716	)		(3,433	)		(2,624	)
Stock-based compensation expense		28,240			14,631			9,430
Fair value adjustment to contingent consideration payable		20,100			18,400			-
Contingent consideration		(26,600	)		(11,800	)		-
Gain on investment, net		(397	)		-			-
Other operating activity		776			2,215			(279	)
Change in operating assets and liabilities, net of acquisitions:
Trade accounts and other receivables		(2,700	)		(19,686	)		(22,981	)
Inventories		(13,327	)		(732	)		(6,626	)
Prepaid expenses		2,782			(2,088	)		(381	)
Trade accounts payable and accrued expenses		5,026			5,695			8,924
Salaries, wages and related accruals		(89	)		661			5,725
Income taxes payable		10,204			699			298
Net cash provided by operating activities		170,367			143,721			144,157
Cash flows from investing activities:
Proceeds from sale and maturities of available-for-sale investments		36,390			6,079			776
Purchase of available-for-sale investments		(8,571	)		(3,069	)		-
Additions to property and equipment		(20,934	)		(15,179	)		(16,898	)
Acquisitions, net of cash acquired		(67,851	)		(253,785	)		(91,423	)
Investment in unconsolidated entity		21,574			(40,000	)		-
Other investing activities		680			-			(25	)
Net cash used in investing activities		(38,712	)		(305,954	)		(107,570	)
Cash flows from financing activities:
Cash dividends		(47,973	)		(47,325	)		(47,607	)
Proceeds from stock option exercises		19,170			5,257			5,458
Excess tax benefit from stock option exercises		-			514			566
Borrowings under line-of-credit agreement		55,000			368,500			77,000
Payments on line-of-credit		(59,500	)		(116,500	)		(58,500	)
Contingent consideration		(61,900	)		(20,316	)		-
Other financing activities		(3,985	)		(1,017	)		(287	)
Net cash provided by (used in) financing activities		(99,188	)		189,113			(23,370	)
Effect of exchange rate changes on cash and cash equivalents		(2,089	)		495			(3,512	)
Net change in cash and cash equivalents		30,378			27,375			9,705
Cash and cash equivalents at beginning of year		91,612			64,237			54,532
Cash and cash equivalents at end of year	$	121,990		$	91,612		$	64,237

 See Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Bio-Techne Corporation and Subsidiaries

Years ended June 30, 2018, 2017 and 2016

Note 1. Description of Business and Summary of Significant Accounting Policies:

Description of business: Bio-Techne Corporation and subsidiaries, collectively doing business as Bio-Techne (the Company), develop, manufacture and sell biotechnology and clinical diagnostic products worldwide. With its deep product portfolio and application expertise, Bio-Techne is a leader in providing specialized proteins, including cytokines and growth factors, and related immunoassays, small molecules and other reagents to the research and diagnostics markets.

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 recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Payment terms for shipments to end-users are generally net 30 days. Payment terms for distributor shipments may range from 30 to 90 days. Freight charges billed to end-users are included in net sales and freight costs are included in cost of sales. Freight charges on shipments to distributors are paid directly by the distributor. Any claims for credit or return of goods must be made within 10 days of receipt. Revenues are reduced to reflect estimated credits and returns. Sales, use, value-added and other excise taxes are not included in revenue.

For contracts with multiple element arrangements, the Company allocates the contract’s transaction price to each element on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the list price of each distinct product or service as this represents the best estimate of selling price. Allocation of the transaction price is determined at the contracts’ inception.

Royalty revenues are based on net sales of the Company’s licensed products by a third party. We recognize royalty revenues in the period the sales occur based on third party evidence received.

Deferred revenues include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on service contracts.

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 $3.8 million $4.5 million, and $5.2 million for fiscal 2018, 2017, and 2016 respectively. 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 not that 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 fifty percent likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

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See Note 10 for additional information regarding income taxes.

Comprehensive income: Comprehensive income includes charges and credits to shareholders' equity that are not the result of transactions with shareholders. Our total comprehensive income consists of net income, unrealized gains and losses on available-for-sale marketable securities, 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 three months or less.

Available-for-sale investments: Available-for-sale investments consist of debt instruments with original maturities of generally three months to six months 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 excluded from income, but are included, net of taxes, in other comprehensive income. If an "other-than-temporary" impairment is determined to exist, the difference between the value of the investment security recorded in the financial statements and the Company's current estimate of the fair value is recognized as a charge to earnings in the period in which the impairment is determined.

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 not bear 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-in, first-out method) or net realizable value. The Company regularly reviews inventory on hand for slow-moving and obsolete inventory, inventory not meeting quality control standards and inventory subject to expiration. To meet strict customer quality standards, the Company has established a highly controlled manufacturing process for proteins, antibodies and its chemically-based products. These products require the initial manufacture of multiple batches to determine if quality standards can be consistently met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values its manufactured protein and antibody inventory based on a two-year forecast and its chemically-based products on a five-year forecast. Inventory quantities in excess of the forecast are not valued due to uncertainty over salability. 

The company records a lower of cost or net realizable value adjustment to cost of sales for those quantities that are in excess of the manufactured protein and antibody two-year forecast and the chemically-based products five year forecast. For the years ended June 30, 2018, 2017, and 2016 the amount recognized in net sales of inventory sold that was not valued is not material.

Property and equipment: Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over an estimated useful life of five years. Buildings, building improvements and leasehold improvements are amortized over estimated useful lives of 5 to 40 years.

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 1 year to 20 years. 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 no such events.

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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 may not be recoverable. Such circumstances could include, but are not limited 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 not available 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 may differ from assumed and estimated amounts. No triggering events were identified and no impairments were recorded for property, plant, and equipment or amortizable intangibles were recorded during fiscal year 2018.

Impairment of goodwill: We evaluate the carrying value of goodwill during the fourth quarter each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Such circumstances could include, but are not limited 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 one reporting 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.

2018 and 2017 Goodwill Impairment Analyses

In completing our 2018 and 2017 annual 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 2017-04, 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.

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Because our 2018 and 2017 quantitative analyses included all of our reporting units, the summation of our reporting units' fair values was compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.

The quantitative assessment completed as of June 30, 2018 and 2017 indicated 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.

2016 Goodwill Impairment Analysis

The Company used a qualitative test for all reporting units during the fourth quarter for fiscal year 2016. The company elected to utilize a quantitative test for the Protein Platforms reporting unit for fiscal year 2016 using the previously described income approach given that this is a newer reporting unit created primarily through acquisitions. The qualitative analyses for our other reporting units completed during 2016 evaluated factors including, but not limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. In completing these assessments, we noted no changes in events or circumstances which indicated that it was more likely than not that the fair value of any reporting unit was less than its carrying amount. Based on the testing performed for the Protein Platforms reporting unit, fair value exceeded carrying value by a substantial amount and no adjustment to the carrying value of goodwill was necessary.

There has been no impairment of goodwill since the adoption of Financial Accounting Standards Board (“FASB”) ASC 350 guidance 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 not limited 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:

Policy	Note
Fair value measurements		4
Earnings per share		8
Share-based compensation		9
Reportable segments		11

Recently Adopted Accounting Pronouncements

In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory. This provision would require inventory that was previously recorded using first-in, first-out (“FIFO”) to be recorded at lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this standard on July 1, 2017. The application of this standard did not have significant impact on our financial statements.

In March 2016, the FASB issued ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. This standard includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. We adopted this standard on July 1, 2017. The Company expects its reported provision for income taxes to become more volatile, dependent upon market prices and volume of share-based compensation exercises and vesting of options.

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In March 2018, the FASB issued ASU No. 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 118. The standard added to the FASB Codification the guidance provided by the SEC in December 2017 regarding the accounting for the Tax Cuts and Jobs Act ("Tax Act"). We complied with SAB No. 118 when preparing our annual consolidated financial statements for the year ended June 30, 2018. Reasonable estimates were used in determining several of the components of the impact of the Tax Act, including our fiscal 2018 deferred income tax activity and the amount of post-1986 foreign deferred earnings subject to the repatriation transition tax. We are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of our deferred tax balances and the amount of the repatriation toll charge liability, and ultimately cause us to revise our initial estimates in future periods. In addition, changes in interpretations, assumptions and guidance regarding the Tax Act, as well as the potential for technical corrections, could have a material impact on our effective tax rate in future periods.

In May 2017, the FASB issued ASU No. 2017-09, Scope of Modification Accounting. The standard provides guidance about which changes to the terms or conditions of a share-based payment award require modification accounting, which may result in a different fair value for the award. This ASU is effective for annual periods and interim periods for those annual periods beginning after December 15, 2017, which for us is July 1, 2018. The guidance is required to be applied prospectively to awards modified on or after the effective date. We elected to early adopt this guidance on April 1, 2018 in advance of a modification that occurred during the fourth quarter. Adoption of this standard did not have significant impact on our results of operations or financial position.

Pronouncements Issued but Not Yet Adopted

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The standard provides 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 standard also expands the required financial statement disclosures regarding revenue recognition. The new guidance is effective for us on July 1, 2018. In addition, in March 2016, the FASB issued ASU No. 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), in April 2016, the FASB issued ASU No. 2016-10, Identifying Performance Obligations and Licensing, and in May 2016, the FASB issued ASU No. 2016-12, Narrow-Scope Improvements and Practical Expedients. These standards are intended to clarify aspects of ASU No. 2014-09 and are effective for us upon adoption of ASU 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 methods of adoption, retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). We will adopt the standards using cumulative catch-up transition method.

A majority of the Company’s revenue arrangements are routine sales transactions, which generally consist of a single performance obligation to transfer promised goods or service. Therefore, the application of the new guidance including the cumulative effect of the change in the first quarter of fiscal year 2019 will not have a material impact to the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, 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 no longer 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. This ASU is effective using the modified retrospective approach for annual periods and interim periods within those annual periods beginning after December 15, 2017, which for us is July 1, 2018. This ASU could increase income statement volatility, as changes in the fair value of our equity investments will flow through earnings after adoption.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 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.  In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases, which amends narrow aspects of the guidance in ASU No. 2016-02. We have established an implementation team to evaluate and identify the impact of the standard on our financial position, results of operations and cash flows. We are currently assessing our leasing arrangements and evaluating the impact of practical expedients. We are not able to quantify the impact of the standard at this time.

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In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses. 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 within those annual periods beginning after December 15, 2019, which for us is July 1, 2020. Entities may early adopt beginning after December 15, 2018. We are currently evaluating the impact of the adoption of ASU 2016-13 on our consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-01, 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. This ASU is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018, which for us is July 1, 2019 required to be applied prospectively to transactions occurring on or after the effective date.

In February 2018, the FASB issued ASU No. 2018-02, 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 to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act of 2017. This ASU is effective for annual and interim periods beginning after December 15, 2018, which for us is July 1, 2019. Early adoption is permitted. We are currently evaluating this ASU and have not yet made a decision regarding our policy election or early adoption.

Note 2. 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.

2018 Acquisitions

Trevigen

On September 5, 2017 the Company acquired the stock of Trevigen Inc. for approximately $10.6 million, net of cash received. The Company has had a long-standing business relationship with Trevigen as a distributor of its product line. 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 Biotechnology reportable segment in the first quarter of fiscal 2018. Purchase accounting was finalized during the fourth quarter. The preliminary and final fair values of the assets acquired and liabilities assumed are as follows (in thousands):

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value			Final Opening Balance Sheet Allocation
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
Liabilities		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

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As summarized in the table, there were adjustments totaling $1.4 million to goodwill during the measurement period. These 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 income tax return.

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 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 amortization periods for intangible assets acquired in fiscal 2018 are 13 years for developed technology, 11 years for customer relationships, and 1.5 years for trade names. The deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are not deductible for income tax purposes.

Atlanta Biologicals

On January 2, 2018 the Company acquired the stock of Atlanta Biologicals, Inc. and its affiliated company, Scientific Ventures, Inc., for approximately $51.3 million, net of cash acquired. The transaction was financed through available cash on hand and an additional draw from the Company’s line-of-credit. Atlanta Biologicals fetal bovine serum (FBS) product line strengthens and complements our current tissue culture reagents offering and furthers our efforts to provide more complete solutions to our research customers. 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 Biotechnology reportable segment in the third quarter of fiscal 2018. Purchase accounting was finalized during the fourth quarter. The preliminary and final fair values of the assets acquired and liabilities assumed are as follows (in thousands):

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value			Final Opening Balance Sheet Allocation
Current assets, net of cash	$	18,678	$	(2,956	)	$	15,722
Equipment and other long-term assets		4,348		553			4,901
Intangible assets:
Developed technology		9,000		14,700			23,000
Trade name		1,000		1,300			2,300
Customer relationships		1,500		1,400			3,600
Goodwill		21,695		(11,500	)		10,195
Total assets acquired		56,221		3,497			59,718
Liabilities		90		-			90
Deferred income taxes, net		4,845		3,509			8,354
Net assets acquired	$	51,286	$	(12	)	$	51,274
Cash paid, net of cash acquired	$	51,286	$	(12	)	$	51,274

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As summarized in the table, there were adjustments totaling $11.5 million to goodwill during the measurement period. These adjustments primarily relate to refinements made to acquired intangible asset cash flow models, and the calculation of the fair value of acquired inventory.

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 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 amortization periods for intangible assets acquired in fiscal 2018 are 13 years for developed technology, 12 years for customer relationships, and 15 years for trade names. The deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are not deductible for income tax purposes.

Eurocell Diagnostics

On February 1, 2018, the Company acquired Eurocell Diagnostics SAS a company based in Rennes, France for approximately $7.3 million, net of cash acquired. $6.0 million was paid on the acquisition date and the remaining $1.3 million will be paid on February 1, 2019. The Company has had a long-standing business relationship with Eurocell as a distributor of its product line. Eurocell sells directly to the laboratory markets in the French region as well as servicing the EMEA markets via a network of distributors. The transaction was financed through cash on hand.  The primary asset in this acquisition is the customer relationships, however, the acquisition resulted in some goodwill as we expect strategic benefits of revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Company’s Diagnostics reportable segment in the third quarter of fiscal 2018. Purchase accounting was finalized during the fourth quarter.  The preliminary and final fair values of the assets acquired and liabilities assumed are as follows (in thousands):

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value		Final Opening Balance Sheet Allocation
Current assets, net of cash	$	512	$	-	$	512
Equipment and other long-term assets		188		-		188
Intangible assets:
Customer relationships		6,272		-		6,272
Goodwill		113		2,797		2,910
Total assets acquired		7,085		2,797		9,882
Liabilities		483		-		483
Deferred income taxes, net		2,070		-		2,070
Net assets acquired	$	4,532	$	2,797	$	7,329
Cash paid, net of cash acquired	$	3,136	$	2,797	$	5,933
Consideration payable	$	1,396	$	-	$	1,396

As summarized in the table, there were adjustments totaling $2.8 million to goodwill during the measurement period. These adjustments primarily relate to the finalization of our opening balance sheet audit procedures and identification of acquired assets.

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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 customer relationships was based on management's forecasted cash inflows and outflows using a multi-period excess earnings method to calculate the fair value of assets purchased. Amortization expense related 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 acquired in fiscal 2018 is 7 years. The deferred income tax liability represents the net amount of the estimated future impact of intangible asset amortization, which is not deductible for income tax purposes.

2017 Acquisitions

Advanced Cell Diagnostics (ACD)

On August 1, 2016, the Company acquired ACD for approximately $258.0 million, net of cash acquired, plus contingent consideration of up to $75.0 million as follows:

● $25.0 million if calendar year 2016 revenues equal or exceed $30.0 million.

● an additional $50.0 million if calendar year 2017 revenues equal or exceed $45.0 million.

The Company paid approximately $247.0 million, net of cash acquired and the working capital adjustments, as of the acquisition date. The remaining $11.0 million was paid to current employees who held ACD unvested stock as of the acquisition date. In order to receive payment for unvested shares, the individuals had to remain employees of ACD over an 18-month vesting period which extended from the acquisition date through March 31, 2018. Any amounts that would have been owed to individuals who left the company during the vesting period was pooled together and distributed amongst the other former ACD shareholders at the end of the vesting period. Management determined that $3.6 million of the $11.0 million represented purchase price consideration paid for pre-acquisition services. However, the remaining $7.4 million represented compensation expense as the amount the individual employees received was tied to future service. This liability recorded on the Consolidated Balance Sheets under the caption “Salaries, wages and related accruals” for the fiscal year ended June 30, 2017.

During the third quarter of fiscal 2017, management determined that the calendar year 2016 revenue milestone was met. During the third quarter of fiscal 2018, management determined that the calendar year 2017 revenue milestone was met. Refer to Note 4 for discussion of this item as well as discussion of the changes to the fair value estimate for the calendar year revenue milestones as of June 30, 2018 and 2017.

The goodwill recorded as a result of the ACD acquisition represents the strategic benefits of growing the Company's product portfolio and the expected revenue growth from increased market penetration from future products and customers. The goodwill is not deductible for income tax purposes. The business became part of the Company’s Biotechnology reportable segment in the first quarter of 2017.

As previously disclosed, ACD was acquired on August 1, 2016. The unaudited pro forma financial information below summarizes the combined results of operations for Bio-Techne and ACD as though the companies were combined as of the beginning fiscal 2016. The pro forma financial information for all periods presented includes the purchase accounting effects resulting from these acquisitions except for the increase in inventory to fair value and the fair value adjustments to contingent consideration as these are not expected to have a continuing impact on cost of goods sold or selling, general and administrative expense, respectively. The pro forma financial information as presented below is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal 2016. 

	Year Ended
	June 30,
	2017		2016
Net sales	$	564,220	$	523,840
Net income		99,380		110,536

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Space Import-Export, Srl

On July 1, 2016, the Company acquired Space Import-Export, Srl (Space) of Milan, Italy for approximately $9.0 million. $6.7 million was paid on the acquisition date and the remaining $2.3 million was paid during the first quarter of fiscal year 2018. Space was a long-time distribution partner of the Company in the Italian market. The acquisition resulted in goodwill as we expect strategic benefits of revenue growth from increased market penetration. The goodwill is not deductible for income tax purposes. The business became part of the Company’s Biotechnology reportable segment in the first quarter of 2017.

2016 Acquisitions

Zephyrus Biosciences, Inc.

On March 14, 2016, the Company acquired Zephyrus Biosciences, Inc. (Zephyrus) for $8.0 million in cash and up to $7.0 million in contingent consideration. Zephyrus provides research tools to enable protein analysis at the single cell level. Addressing the burgeoning single cell analysis market, Zephyrus's first product, Milo™, enables western blotting on individual cells for the first time. The acquisition was funded with cash on hand. The purchase price of Zephyrus exceeded the preliminary estimated fair value of the identifiable net assets and, accordingly, the difference was allocated to goodwill, substantially all of which is not tax deductible. Zephryus is included in the Company's Protein Platforms segment.

In connection with the Zephyrus acquisition, the Company recorded $7.4 million of in process research and development which is not amortized until it is converted to developed technology which occurs once a sale of its product is completed. In the first quarter of fiscal 2017, the Company transferred the balance of in process research and development to developed technology and began amortizing the intangible asset after Zephyrus made its first sale. The intangible asset amortization for the developed technology is not deductible for income tax purposes.

The acquisition included contingent payments up to $7.0 million.  $3.5 million paid if and when 10 instruments are sold prior to the 3-year anniversary of the closing date ( March 14, 2019) and an additional $3.5 million if and when $3.0 million in cumulative sales are generated within 4.5 years of the closing date ( September 14, 2020). The Company made a $3.5 million payment in the third quarter of fiscal 2017 after Zephyrus sold its tenth instrument and a $3.5 million payment in the fourth quarter of fiscal 2018 after Zephyrus met the $3.0 million revenue milestone. Refer to Note 4 for discussion of these payments as well as discussion of the changes to the fair value estimate for these milestones as of June 30, 2018 and 2017.

The goodwill recorded as a result of the Zephyrus acquisition represents the strategic benefits of growing the Company's product portfolio and the expected revenue growth from increased market penetration from future products and customers. The goodwill is not deductible for income tax purposes.

Cliniqa Corporation

On July 8, 2015, the Company acquired Cliniqa Corporation (Cliniqa) for approximately $82.9 million. Cliniqa specializes in the manufacturing and commercialization of blood chemistry quality controls and calibrators as well as bulk reagents used for the clinical diagnostic market to further expand and complement our Diagnostics solutions. The acquisition was funded with cash on hand and funds obtained from our revolving credit facility. The purchase price of Cliniqa exceeded the fair value of the identifiable net assets and, accordingly, the difference was allocated to goodwill. Cliniqa is included in the Company's Diagnostics segment.

The goodwill recorded as a result of the Cliniqa acquisition represents the strategic benefits of growing the Company's product portfolio and the expected revenue growth from increased market penetration from future products and customers. The goodwill is not deductible for income tax purposes.

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The aggregate purchase price of the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the fiscal year 2017 and 2016 acquisitions (in thousands):

	ACD		Space		Zephyrus		Cliniqa
Current assets, net of cash	$	15,824	$	2,128		56		11,926
Equipment		2,757		159		32		1,436
Other long-term assets		3,812		-		-		58
Intangible Assets:
Developed technology		150,000		-		8,300		18,000
Trade name		21,900		-		-		1,100
Customer relationships		6,300		6,769		-		27,000
Goodwill		143,967		3,517		8,686		42,669
Total assets acquired		344,560		12,573		17,074		102,189
Liabilities		4,179		1,445		53		1,508
Deferred income taxes, net		52,743		2,125		2,521		17,793
Net assets acquired	$	287,638	$	9,003	$	14,500	$	82,888
Cash paid, net of cash acquired	$	247,038	$	6,747		8,000		82,888
Consideration payable		3,600		2,256		-		-
Contingent consideration payable		37,000		-		6,500		-
Net assets acquired	$	287,638	$	9,003	$	14,500	$	82,888

Tangible assets acquired, net of liabilities assumed, were stated at fair value at the date of acquisition based on management's assessment. The purchase price allocated to developed technology, trade names, non-compete agreements 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 Consolidated Statements of Earnings and Comprehensive Income. Amortization expense related to trade names, the non-compete agreement and customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income. The deferred income tax liability represents the estimated future impact of adjustments for the cost to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are not deductible for income tax purposes, and the future tax benefit of net operating loss and tax credit carryforwards which will be deductible by the Company in future periods.

Note 3. Supplemental Balance Sheet and Cash Flow Information:

Available-For-Sale Investments:

The fair value of the Company's available-for-sale investments as of June 30, 2018 and June 30, 2017 were $59.8 million and $66.1 million, respectively. The decrease was caused by the sale of $26.9 million of the Company’s investment in ChemoCentryx, Inc. (CCXI) in the fourth quarter of fiscal 2018 and the maturity of $2.1 million in corporate bond securities held by Advanced Cell Diagnostics (ACD). This decrease was partially offset by year-over-year increases in the stock price of CCXI, from $9.36 per share at June 30, 2017 to $13.17 per share at June 30, 2018 resulting in a $15.7 million increase in the fair value of the Company's investment in CCXI. The amortized cost basis of the Company's investment in CCXI as of June 30, 2018 and 2017 was $18.8 million and $29.5 million, respectively.

The unrealized gain (loss) on available-for-sale investments for fiscal 2018 includes a $35.4 million unrealized gain related to our investment in CCXI. As of June 30, 2018, the stock price of CCXI was $13.17 per share compared to our cost basis of $4.73 per share.

49

Inventories:

Inventories consist of (in thousands):

	June 30,
	2018		2017
Raw materials	$	30,956	$	22,074
Finished goods		54,692		38,077
Inventories, net	$	85,648	$	60,151

Property and Equipment:

Property and equipment consist of (in thousands):

	June 30,
	2018			2017
Cost:
Land	$	7,065		$	6,270
Buildings and improvements		170,110			158,495
Machinery, equipment and other		107,625			98,596
Property and equipment		284,800			263,361
Accumulated depreciation and amortization		(139,452	)		(128,237	)
Property and equipment, net	$	145,348		$	135,124

Intangibles assets were comprised of the following (in thousands):

				June 30,
	Useful Life (years)			2018			2017
Developed technology	9	-	15	$	305,303		$	276,959
Trade names	2	-	20		89,608			87,092
Customer relationships	7	-	16		212,228			204,243
Non-compete agreements	3	-	5		-			3,264
Patents		10			1,401			633
Intangible assets					608,540			572,191
Accumulated amortization					(162,208	)		(120,149	)
Intangibles assets, net				$	446,332		$	452,042

Changes to the carrying amount of net intangible assets consist of (in thousands):

	June 30,
	2018			2017
Beginning balance	$	452,042		$	310,524
Acquisitions		40,673			185,869
Other additions		908			976
Amortization expense		(47,076	)		(44,393	)
Currency translation		(215	)		(934	)
Ending balance	$	446,332		$	452,042

50

Amortization expense related to technologies included in cost of sales was $25.3 million $23.1 million, and $11.1 million in fiscal 2018, 2017, and 2016, respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was $21.6 million, $21.3 million, and $18.3 million, in fiscal 2018, 2017, and 2016 respectively.

The estimated future amortization expense for intangible assets as of June 30, 2018 is as follows (in thousands):

2019	$	47,841
2020		47,137
2021		46,772
2022		45,060
2023		43,176
Thereafter		216,346
Total	$	446,332

Changes in goodwill by reportable segment and in total consist of (in thousands):

	Biotechnology			Protein Platforms			Diagnostics			Total
June 30, 2016	$	108,723		$	218,889		$	103,270		$	430,882
Acquisitions (Note 2)		147,484			-			-			147,484
Prior year acquisitions		-			1,809			-			1,809
Currency translation		(1,277	)		128			-			(1,149	)
June 30, 2017	$	254,930		$	220,826		$	103,270		$	579,026
Acquisitions (Note 2)		16,186			-			2,910			19,096
Currency translation		759			(815	)		(176	)		(232	)
June 30, 2018	$	271,875		$	220,011		$	106,004		$	597,890

Other Assets:

Other assets consist of (in thousands):

	June 30,
	2018		2017
Investments	$	2,606	$	40,385
Other		2,660		3,617
Other long-term assets	$	5,266	$	44,002

As of June 30, 2018, the Company had $5.3 million of other assets compared to $44.0 million as of June 30, 2017. The decrease was due to the impairment and sale of its investment in Astute Medical, Inc. (Astute) during fiscal 2018.  The Company held a 16.4% ownership interest in Astute and accounted for the investment under the cost method. During the third quarter of fiscal 2018, the Company learned that Astute intended to accept an offer to sell the company to a third party. As a result of this triggering event, the Company completed an impairment assessment and determined that a portion of its investment in Astute was other-than-temporarily impaired and adjusted the carrying value of its investment by $16.2 million to other income (expense) in the accompanying Consolidated Statements of Earnings and Comprehensive Income. During the fourth quarter of fiscal 2018, the Company decreased its investment in Astute by another $22.5 million after receiving cash payment upon the closing of the acquisition. As of June 30, 2018, the Company has a $1.3 million remaining investment in Astute for the additional cash payment it expects to receive upon liquidation of the escrow account.

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Supplemental Cash Flow Information:

Supplemental cash flow information was as follows (in thousands):

	Year Ended June 30,
	2018		2017		2016
Income taxes paid	$	35,076	$	42,900	$	44,900
Interest paid		9,844		7,452		1,661
Non-cash activities:
Acquisition-related liabilities (1)		1,396		32,856		42,259

⁽¹⁾ Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 4.

Note 4. Fair Value Measurements:

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 levels. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. Level 3 may also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.

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
	June 30, 2018		Level 1		Level 2		Level 3
Assets
Equity securities (1)	$	54,286	$	54,286	$	-	$	-
Certificates of deposit (1)		5,478		5,478		-		-
Total Assets	$	59,764	$	59,764	$	-	$	-
Liabilities
Contingent Consideration	$	-	$	-	$	-	$	-

52

	Total carrying value as 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	$	-	$	-
Certificates of deposit (1)		4,429		4,429		-		-
Corporate bond securities (1)		2,057		-		2,057		-
Total Assets	$	66,102	$	64,045	$	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 assets. We value our Level 2 assets using inputs that are based on market indices of similar assets within an active market. All of our Level 2 assets outstanding as of June 30, 2017 had maturity dates of less than one year and were sold during fiscal 2018.

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 incur impairment charges for securities in our investment portfolio. We may also incur changes to our contingent consideration liability as discussed below.

In connection with the Advanced Cell Diagnostics (ACD) acquisition discussed in Note 2, as well as with the Zephyrus and CyVek acquisitions which occurred in prior years, we were required to make contingent payments, subject to the entities achieving certain sales and revenue thresholds. The contingent consideration payments were up to $35.0 million, $7.0 million and $75.0 million related to the CyVek, Zephyrus, and ACD acquisitions, respectively. 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 million ($35.0 million for CyVek, $6.5 million for Zephyrus, and $37.0 million for ACD) and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in these calculations include units sold, expected revenue, discount rate and various probability factors. The ultimate settlement of contingent consideration could deviate from current estimates based on the actual results of these financial measures. This liability is considered to be a Level 3 financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.

In fiscal 2018, the Company made $88.5 million in cash payments towards the ACD, CyVek and Zephyrus contingent consideration liabilities after it determined certain sales and revenue thresholds were met. Of the $88.5 million in total payments, $61.9 million is classified as financing on the statement of cash flows. The remaining $26.6 million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. The Company has no remaining contingent consideration liabilities as of June 30, 2018.

In fiscal 2017, the Company made $28.5 million ($3.5 million for Zephyrus and $25.0 million for ACD) in cash payments towards the ACD and Zephyrus contingent consideration liabilities after it determined that certain sales and revenue thresholds were met. Of the $28.5 million in total payments, $16.7 million is classified as financing on the statement of cash flows. The financing component represents the portion of the total liability that was recognized at the acquisition date. The remaining $11.8 million is recorded within operating cash flows as it represents the consideration liability that exceed the amount of the contingent consideration liability recognized at the acquisition date. 

53

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in thousands):

	June 30,
	2018			2017
Fair value at the beginning of period	$	68,400		$	38,500
Purchase price contingent consideration (Note 2)		-			40,000
Payments		(88,500	)		(28,500	)
Change in fair value of contingent consideration		20,100			18,400
Contingent consideration payable	$	-		$	68,400

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 Financing Arrangements: 

The Company entered into revolving line-of-credit facility governed by a Credit Agreement (the Credit Agreement) on July 28, 2016. The Credit Agreement provides for a revolving credit facility of $400 million, which can be increased by an additional $200 million subject to certain conditions. Borrowings under the Credit Agreement may be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement for base rate loans bear interest at a variable rate equal to the greater of (i) the prime commercial rate, (ii) the per annum federal funds rate plus 0.5%, or (iii) LIBOR + 1.00% - 1.75% depending on the existing total leverage ratio of Debt to Earnings Before Interest, Taxes, Depreciation and Amortization (as defined in the Credit Agreement). The annualized fee for any unused portion of the credit facility is currently 25 basis points.

The Credit Agreement would have matured on July 28, 2021 and contains customary restrictive and financial covenants and customary events of default. As of June 30, 2018, the outstanding balance under the Credit Agreement was $339.0 million.

In connection with the acquisition of Exosome Diagnostics, Inc. on August 1, 2018, the Company entered into a new credit facility that provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million.  The credit facility is governed by a Credit Agreement dated August 1, 2018 and matures on August 1, 2023. This facility replaced the revolving line-of-credit facility mentioned above and bears interest at a variable rate.

Note 6. Commitments and Contingencies: 

The Company leases office and warehouse space, vehicles and various office equipment under operating leases. At June 30, 2018, aggregate net minimum rental commitments under non-cancelable leases having an initial or remaining term of more than one year are payable as follows (in thousands):

2019	$	10,654
2020		10,527
2021		10,281
2022		10,524
2023		10,411
Thereafter		37,900
Total	$	90,297

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Total rent expense was approximately $10.8 million, $9.8 million, and $8.1 million for the years ended June 30, 2018, 2017, and 2016, respectively.

The Company is routinely subject to claims and involved in legal actions which are incidental to the business of the Company. Although it is difficult to predict the ultimate outcome of these matters, management believes that any ultimate liability will not materially affect the consolidated financial position or results of operations of the Company.

Note 7. Accumulated Other Comprehensive Income: 

Changes in accumulated other comprehensive income (loss), net of tax, at June 30 consists of (in thousands):

	Unrealized Gains (Losses) on Available- for-Sale Investments			Foreign Currency Translation Adjustments			Total
Balance June 30, 2015	$	14,382			(44,975	)	$	(30,593	)
Other comprehensive income (loss) before reclassifications		(19,924	)		(19,888	)		(39,812	)
Balance June 30, 2016	$	(5,542	)		(64,863	)	$	(70,405	)
Other comprehensive income (loss) before reclassifications		24,531			(3,061	)		21,470
Balance June 30, 2017	$	18,989			(67,924	)	$	(48,935	)
Other comprehensive income (loss) before reclassifications		18,108			(1,572	)		16,536
Amounts reclassified from accumulated other comprehensive loss to income		(12,415	)		-			(12,415	)
Balance June 30, 2018	$	24,682			(69,496	)	$	(44,814	)

Note 8. Earnings Per Share:

The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

	Year Ended June 30,
	2018			2017			2016
Earnings per share – basic:
Net income	$	126,150		$	76,086		$	104,476
Income allocated to participating securities		(108	)		(65	)		(52	)
Income available to common shareholders	$	126,042		$	76,021		$	104,424
Weighted-average shares outstanding – basic		37,476			37,313			37,194
Earnings per share – basic	$	3.36		$	2.04		$	2.81
Earnings per share – diluted:
Net income	$	126,150		$	76,086		$	104,476
Income allocated to participating securities		(108	)		(65	)		(52	)
Income available to common shareholders	$	126,042		$	76,021		$	104,424
Weighted-average shares outstanding – basic		37,476			37,313			37,194
Dilutive effect of stock options and restricted stock units		579			187			132
Weighted-average common shares outstanding – diluted		38,055			37,500			37,326
Earnings per share – diluted	$	3.31		$	2.03		$	2.80

55

Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have not yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.

The dilutive effect of stock options 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 0.9 million, 2.0 million, and 1.2 million for the fiscal years ended June 30, 2018, 2017 and 2016, respectively.

Note 9. Share-based Compensation and Other Benefit Plans:

The cost of employee services received in exchange for the award of equity instruments is based on the fair value of the award at the date of grant. Compensation cost is recognized using a straight-line method over the vesting period and is net of estimated forfeitures. Stock option exercises and stock awards are satisfied through the issuance of new shares. 

Equity incentive plan: The Company's Second Amended and Restated 2010 Equity Incentive Plan (the Second A&R 2010 Plan) provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights. There are 6.6 million shares of common stock authorized for grant under the Second A&R 2010 Plan. At June 30, 2018, there were 2.4 million shares of common stock available for grant under the Second A&R 2010 Plan. The maximum term of incentive options granted under the Second A&R 2010 Plan is ten years. The Second A&R 2010 Plan amended and restated the Company's Amended and Restate 2010 Equity Incentive Plan (the A&R 2010 Plan). The A&R 2010 Plan replaced the Company's 1998 Nonqualified Stock Option Plan (the 1998 Plan). The Second A&R 2010 Plan and the 1998 Plan (collectively, the Plans) are administered by the Board of Directors and its Executive Compensation Committee, which determine the persons who are to receive awards under the Plans, the number of shares subject to each award and the term and exercise price of each award. The number of shares of common stock subject to outstanding awards as of June 30, 2018 under the Second A&R 2010 Plan and the 1998 Plan were 3.4 million and 35,000, respectively.  On April 26, 2018 the Compensation Committee of the Board of Directors approved a modification to the Equity Incentive Plan.   The modification implements a new retirement policy that permits retirees to continue vesting in certain time-based stock options granted during employment, resulting in accelerated stock compensation expense for those employees meeting the definition of retirement eligible.  This modification resulted in an additional $8.3 million of expense during fiscal year 2018 and affected all employees who participate in the plan.

The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used:

	Year Ended June 30,
	2018			2017			2016
Dividend yield		1.1%			1.2%			1.2%
Expected volatility	20%	-	21%	21%	-	24%	20%	-	23%
Risk-free interest rates	1.7%	-	2.8%	1.0%	-	1.9%	1.2%	-	1.9%
Expected lives (years)		4.7			4.7			4.8

The dividend yield is based on the Company's historical annual cash dividend divided by the market value of the Company's common stock. The expected annualized volatility is based on the Company's historical stock price over a period equivalent to the expected life of the option granted. The risk-free interest rate is based on U.S. Treasury constant maturity interest rates with a term consistent with the expected life of the options granted.

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Stock option activity under the Plans for the three years ended June 30, 2018, consists of the following (shares in thousands): 

	Number of Shares (in thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (millions)		Weighted Average Contractual Life (years)
Outstanding at June 30, 2015		1,137		$	81.57
Granted		805			105.16
Forfeited		(54	)		99.68
Exercised		(69	)		69.82
Outstanding at June 30, 2016		1,819		$	91.91
Granted		1,135			107.42
Forfeited		(70	)		99.11
Exercised		(63	)		71.81
Outstanding at June 30, 2017		2,821		$	98.42
Granted		1,087			120.67
Forfeited		(252	)		86.62
Exercised		(204	)		111.51
Outstanding at June 30, 2018		3,452		$	105.17	$	144.7		4.8
Exercisable at June 30, 2016:		596			75.74
Exercisable at June 30, 2017:		843			82.93
Exercisable at June 30, 2018:		1,151			90.75	$	65.8		3.8

The weighted average fair value of options granted during fiscal 2018, 2017 and 2016 was $22.07, $18.21, and $18.50 respectively. The total intrinsic value of options exercised during fiscal 2018, 2017 and 2016 were $10.6 million, $2.3 million, and $2.4 million respectively. The total fair value of options vested during fiscal 2018, 2017 and 2016 were $8.8 million, $5.0 million, and $2.0 million respectively.

Restricted common stock activity under the Plans for the three years ended June 30, 2018, consists of the following (units in thousands):

	Number of Shares (in thousands)			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)
Unvested at June 30, 2015		19		$	83.94
Granted		20			99.53
Vested		(16	)		83.58
Forfeited		-			-
Unvested at June 30, 2016		23		$	98.03
Granted		24			104.94
Vested		(15	)		92.62
Forfeited		-			-
Unvested at June 30, 2017		32		$	105.80
Granted		20			125.05
Vested		(17	)		104.66
Forfeited		-			-
Unvested at June 30, 2018		35		$	117.39		6.2

The total fair value of restricted shares that vested was $1.7 million for fiscal 2018, $1.4 million for fiscal 2017 and $1.4 million for fiscal 2016.

57

Restricted stock unit activity under the Plans for the three years ended June 30, 2018, consists of the following (units in thousands):

	Number of Units (in thousands)			Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (years)
Outstanding at June 30, 2015		29		$	93.51
Granted		35			105.01
Vested		(5	)		92.15
Forfeited		-			-
Outstanding at June 30, 2016		59		$	100.40
Granted		65			109.36
Vested		(9	)		92.94
Forfeited		(4	)		98.04
Outstanding at June 30, 2017		111		$	106.39
Granted		71			129.99
Vested		(16	)		95.46
Forfeited		(18	)		115.01
Outstanding at June 30, 2018		148		$	117.95		5.5

The total fair value of restricted stock units that vested was $1.6 million for fiscal 2018, $0.9 million for fiscal 2017 and $0.5 million for fiscal 2016. The restricted stock units vest over a three-year period.

Stock-based compensation cost of $28.2 million, $14.6 million, and $9.4 million was included in selling, general and administrative expense in fiscal 2018, 2017 and 2016, respectively. The income tax benefit associated with stock-based compensation costs was $0.5 million and $0.6 million in fiscal 2017, and 2016, respectively. As of June 30, 2018, there was $26.7 million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock which will be expensed in fiscal 2019 through 2022 using a 3% forfeiture rate. The weighted average period over which the compensation cost is expected to be recognized is 2.1 years.

Employee stock purchase plan: In fiscal year 2015, the Company established the Bio-Techne Corporation 2014 Employee Stock Purchase Plan (ESPP), which was approved by the Company's shareholders on October 30, 2014, and which is designed to comply with IRS provisions governing employee stock purchase plans. 200,000 shares were allocated to the ESPP. The Company recorded expense of $281,000, $213,000 and $144,000 expense for the ESPP in fiscal 2018, 2017 and 2016, respectively.

Profit sharing and savings plans: The Company has profit sharing and savings plans for its U.S. employees, which conform to IRS provisions for 401(k) plans. The Company makes matching contributions to the Plan. The Company has recorded an expense for contributions to the plans of $2.5 million, $2.2 million, and $1.2 million for the years ended June 30, 2018, 2017, and 2016, respectively. The Company operates defined contribution pension plans for its U.K. employees. The Company has recorded an expense for contributions to the plans of $1.4 million, $0.8, and $0.8 million for the years ended June 30, 2018, 2017 and 2016, respectively.

Performance incentive programs: In fiscal 2018, under certain employment agreements and a Management Incentive Plan available to executive officers and certain management personnel, the Company recorded cash bonuses of $7.2 million, granted options for 553,750 shares of common stock, issued 14,194 restricted common shares and 35,174 restricted stock units. In fiscal 2017 and fiscal 2016, the Company recorded cash bonuses of $4.7 million and $4.2 million, granted options for 896,778 and 620,917 shares of common stock, and issued 16,653 and 11,522 restricted common stock shares and 39,931 and 26,583 restricted stock, respectively.

58

Note 10. Income Taxes:

Income before income taxes was comprised of the following (in thousands):

	Year Ended June 30,
	2018		2017		2016
Domestic	$	81,557	$	81,721	$	120,154
Foreign		44,395		30,240		27,327
Income before income taxes	$	125,952	$	111,961	$	147,481

The provision for income taxes consisted of the following (in thousands):

	Year Ended June 30,
	2018			2017			2016
Taxes on income consist of:
Currently tax provision:
Federal	$	28,416		$	28,462		$	34,805
State		5,315			4,051			2,958
Foreign		11,983			8,212			7,579
Total current tax provision		45,714			40,725			45,342
Deferred tax provision:
Federal		(40,378	)		(901	)		1,906
State		(1,381	)		(968	)		(428	)
Foreign		(4,154	)		(2,981	)		(3,815	)
Total deferred tax provision		(45,912	)		(4,850	)		(2,337	)
Total income tax provision	$	(198	)	$	35,875		$	43,005

On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code which impacted our fiscal year ended June 30, 2018.  These impacts include, but are not limited to, (1) reducing the U.S. federal corporate tax rate, (2) requiring a one-time transition tax on certain unrepatriated earnings of foreign subsidiaries that may electively be paid over eight years, and (3) accelerated first year expensing of certain capital expenditures. The Tax Act reduced the federal corporate tax rate from 35% to 21% effective January 1, 2018. Internal Revenue Code Section 15 provides that for our fiscal year ended June 30, 2018 we calculate a blended corporate tax rate of 28.1%, which is based on a proration of the applicable tax rates before and after effective date of the Tax Act. The statutory tax rate of 21% will apply for fiscal 2019 and beyond.

The Tax Act also puts in place new tax laws that will impact our taxable income beginning in fiscal 2019, which include, but are not limited to (1) creating a Base Erosion Anti-abuse Tax (BEAT), which is a new minimum tax, (2) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, (3) a new provision designed to tax currently global intangible low-taxed income (GILTI), (4) a provision that could limit the amount of deductible interest expense, (5) the repeal of the domestic production activity deduction, (6) additional limitations on the deductibility of certain executive compensation, and (7) limitations on the utilization of foreign tax credits to reduce the U.S. income tax liability.

Shortly after the Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118) which provides guidance on accounting for the Tax Act’s impact. SAB 118 provides a measurement period, which in no case should extend beyond one year from the Tax Act enactment date, during which a company acting in good faith may complete the accounting for the impacts of the Tax Act under ASC Topic 740. In accordance with SAB 118, the Company must reflect the income tax effects of the Tax Act in the reporting period in which the accounting under ASC Topic 740 is complete.  In March 2018, the FASB issued ASU No. 2018-05, Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 118. which added FASB Codification the guidance provided by the SEC in December 2017. 

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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 reporting period in which a reasonable estimate can be determined. If a Company cannot determine a provisional estimate to be included in the financial statements, the Company should continue to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to the Tax Act being enacted. If a Company is unable to provide a reasonable estimate of the impacts of the Tax Act in a reporting period, a provisional amount must be recorded in the first reporting period in which a reasonable estimate can be determined.

We complied with SAB No. 118 when preparing our annual consolidated financial statements for the year ended June 30, 2018. Reasonable estimates were used in determining several of the components of the impact of the Tax Act, including our fiscal 2018 deferred income tax activity and the amount of post-1986 foreign deferred earnings subject to the repatriation transition tax. We are still analyzing certain aspects of the Tax Act including state tax implications and refining our calculations, which could potentially affect the measurement of our deferred tax balances and the amount of the repatriation toll charge liability, and ultimately cause us to revise our initial estimates in future periods. In addition, changes in interpretations, assumptions and guidance regarding the Tax Act, as well as the potential for technical corrections, could have a material impact on our effective tax rate in future periods.

Transition Tax: The transition 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. In order to determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-1986 E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. E&P is similar to retained earnings of the subsidiary but requires other adjustments to conform to U.S. tax rules. We are able to make a reasonable estimate of the transition tax and recorded a provisional transition tax obligation of $3.3 million which the Company expects to elect to pay, net of certain tax credit carryforwards, over eight years beginning in fiscal year 2019. Of this liability, $0.3 million is recorded as a current liability with the remaining $3.0 million classified as a long-term liability within our June 30, 2018 balance sheet. We are in the process of analyzing if proposed regulations REG-104226-18 issued on August 9, 2018 will have any impact to our current estimate of our transition tax liability. In addition, we have considered state income tax implications and concluded at this time that the impact is immaterial. However, we continue to monitor for additional interpretative guidance including information regarding state income tax implications.

The following is a reconciliation of the federal tax calculated at the statutory rate of 28.1% to the actual income taxes provided (in thousands):

	Year Ended June 30,
	2018			2017			2016
Income tax expense at federal statutory rate		28.1	%		35.0	%		35.0	%
State income taxes, net of federal benefit		2.5	%		1.9	%		1.3	%
Qualified production activity deduction		(2.4	)%		(3.4	)%		(2.7	)%
Research and development tax credit		(1.4	)%		(1.4	)%		(1.1	)%
Contingent consideration adjustment		3.3	%		4.1	%		-	%
Foreign tax rate differences		(3.5	)%		(4.6	)%		(3.1	)%
Option exercises		(1.8)	%		-	%		-	%
Domestic tax legislation changes		(26.2	)%		-	%		-	%
Other, net		1.2	%		0.4	%		(0.2	)%
Effective tax rate		(0.2	)%		32.0	%		29.2	%

The effective tax rate for the year ended June 30, 2018 decreased by 32.2% compared to the prior year. The decrease in the Company’s tax rate for fiscal 2018 was due to the impact of discrete items, primarily the net tax benefit of $33.0 million related to the Tax Act discussed above. This net tax benefit consisted of $36.5 million due to the re-measurement of the Company’s deferred tax accounts to reflect the U.S. federal corporate tax rate reduction impact to our net deferred tax balances offset by expense for the federal transition tax of $3.3 million. Also impacting the Company’s fiscal 2018 effective tax rate was a $2.2 million tax benefit related to stock option exercises offset by a net discrete tax expense of $4.2 million related to the revaluation of contingent consideration, which is not a tax deductible expense.

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The effective tax rate for the year ended June 30, 2017 increased by 2.8% compared to the prior year. The increase was primarily due to unfavorable discrete events in fiscal 2017 related to the revaluation of contingent consideration which is not a tax deductible expense. The Company recognized net expense related to discrete tax items of $3.8 million in fiscal 2017, including $4.5 million in expense related to the revaluation of contingent consideration which is not a tax deductible expense.

Deferred taxes on the Consolidated Balance Sheets consisted of the following temporary differences (in thousands):

	June 30
	2018			2017
Inventory	$	5,873		$	9,415
Net operating loss carryovers		15,938			24,617
Tax credit carryovers		7,029			6,386
Excess tax basis in equity investments		2,813			4,381
Deferred compensation		7,806			9,052
Other		3,864			9,937
Valuation allowance		(2,978	)		(3,341	)
Deferred tax assets		40,345			60,447
Net unrealized gain on available-for-sale investments		(8,384	)		(11,153	)
Intangible asset amortization		(111,247	)		(162,460	)
Depreciation		(6,349	)		(5,628	)
Other		(658	)		(1,802	)
Deferred tax liabilities		(126,638	)		(181,043	)
Net deferred tax liabilities	$	(86,293	)	$	(120,596	)

A deferred tax valuation allowance is required when it is more likely than not that all or a portion of deferred tax assets will not be realized. The valuation allowance as of June 30, 2018 was $3.0 million, a decrease of $0.3 million from the prior year. The decrease was driven by a decrease in the valuation allowance for the Company’s net operating loss and credit carryforwards.

As of June 30, 2018, the $3.0 million valuation allowance relates to certain foreign and state tax net operating loss and state credit carryforwards that existed at the date the Company acquired ACD, Novus, ProteinSimple and CyVek as well as immaterial amounts generated after the acquisitions. The Company believes it is more likely than not that these tax carryovers will not be realized.

As of June 30, 2018, the Company has federal operating loss carryforwards of approximately $38.4 million and state operating loss carryforwards of $72.8 million from its acquisitions of ACD, ProteinSimple and CyVek, which are not limited under IRC Section 382. As of June 30, 2018, the Company has foreign net operating loss carryforwards of $3.2 million. The net operating loss carryforwards expire between fiscal 2019 and 2035. The Company has a deferred tax asset of $14.0 million, net of the valuation allowance discussed above, related to the net operating loss carryovers. As of June 30, 2018, the Company has federal and state tax credit carryforwards of $3.5 million and $4.4 million, respectively. The federal tax credit carryforwards expire between 2019 and 2035. The majority of the state credit carryforwards have no expiry date. The Company has a deferred tax asset of $6.0 million, net of the valuation allowance discussed above, related to the tax credit carryovers.

The Company has not recognized a deferred tax liability for unremitted foreign earnings of approximately $124.6 million from its foreign operations because its subsidiaries have invested or will invest the undistributed earnings indefinitely. The transition tax noted above results in the previously untaxed foreign earnings being included in the federal and state fiscal 2018 taxable income. We are currently analyzing our global working capital requirements and the potential tax liabilities that would be incurred if the non-U.S. subsidiaries distribute cash to the U.S. parent, which include local country withholding tax and potential U.S. state taxation.  At this time, and until we fully analyze the applicable provisions of the Tax Act, our intention with respect to unremitted foreign earnings is to continue to indefinitely reinvest outside the U.S. those earnings needed for working capital or additional foreign investment.    Therefore, it is not practical to estimate the amount of the deferred income tax liabilities related to investments in these foreign subsidiaries.

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The following is a reconciliation of the beginning and ending balance of unrecognized tax benefits (in thousands):

	Year Ended June 30,
	2018		2017			2016
Beginning balance	$	1,747	$	1,480		$	1,688
Additions due to acquisitions				628
Additions for tax positions of current year		35		13			36
Closure of tax years				(374	)		(244	)
Tax Reform		165
Ending balance	$	1,947	$	1,747		$	1,480

The Company does not believe it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase in the next twelve months. The Company files income tax returns in the U.S federal and certain state tax jurisdictions, and several jurisdictions outside the U.S. The Company's federal returns are subject to tax assessment for 2015 and subsequent years. State and foreign income tax returns are generally subject to examination for a period of three to five years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states.

Note 11. Segment Information:

The Company has three reportable segments based on the nature of its products; they are Biotechnology, Protein Platforms and Diagnostics.

The Company's Biotechnology segment is comprised of the legacy biotechnology business and ACD. These businesses manufacture consumables used for conducting laboratory experiments by both industry and academic scientists within the biotechnology and biomedical life science fields Our protein, antibodies, immunoassays, and small molecules products in the legacy biotechnology business are tools to help our customers analyze the protein component of cells, and the ACD technology allows our customers to analyze the genetic changes within cells. When used together, our customers have a more complete set of tools to study normal and abnormal cell behavior. No customer in the Biotechnology segment accounted for more than 10% of the segment’s net sales for the years ended June 30, 2018, 2017, and 2016.

The Company's Protein Platforms segment develops and commercializes proprietary systems and consumables for protein analysis. No customer in the Protein Platforms segment accounted for more than 10% of the segment’s net sales for the years ended June 30, 2018, 2017, and 2016.

The Company's Diagnostics reporting segment develops and manufactures a range of controls and calibrators used with diagnostic equipment and as proficiency testing tools, as well as other reagents incorporated into diagnostic kits. One customer accounted for approximately 12% for the fiscal year ended June 30, 2017. No customer in the Diagnostics segment accounted for more than 10% of the segment’s net sales for the fiscal years ended June 30, 2018 and 2016. 

There are no concentrations of business transacted with a particular customer or supplier or concentrations of revenue from a particular product or geographic area that would severely impact the Company in the near term.

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Following is financial information relating to the operating segments (in thousands):

	Year Ended June 30,
	2018			2017			2016
Net sales:
Biotechnology	$	421,536		$	364,504		$	317,340
Protein Platforms		111,885			91,464			77,324
Diagnostics		110,108			107,139			104,484
Intersegment		(536	)		(104	)		(125	)
Consolidated net sales	$	642,993		$	563,003		$	499,023
Operating Income:
Biotechnology	$	199,100		$	175,163		$	168,613
Protein Platforms		17,996			9,648			3,592
Diagnostics		28,280			28,575			30,412
Segment operating income		245,376			213,386			202,617
Costs recognized upon sale of acquired inventory		(2,455	)		(3,037	)		(5,431	)
Amortization of intangibles		(46,983	)		(44,393	)		(29,395	)
Acquisition related expenses		(24,429	)		(25,789	)		(2,761	)
Restructuring costs		(376	)		-			-
Stock-based compensation		(28,240	)		(14,631	)		(9,430	)
Corporate general, selling and administrative expenses		(6,715	)		(4,952	)		(5,007	)
Consolidated operating income	$	136,178		$	120,584		$	150,593

The Company has some integrated facilities that serve multiple segments. As such, asset and capital expenditure information by reportable segment has not been provided and is not available, since the Company does not produce or utilize such information internally. In addition, although depreciation and amortization expense is a component of each reportable segment’s operating results, it is not discretely identifiable.

The revenues from external customers within each of our segments represent a similar group of products.

Following is financial information relating to geographic areas (in thousands):

	Year Ended June 30,
	2018		2017		2016
Net sales:
United States	$	346,293	$	313,195	$	275,859
EMEA, excluding U.K.		148,599		125,126		103,060
U.K.		33,704		28,401		28,307
APAC, excluding Greater China		48,392		41,463		38,137
Greater China		47,950		39,078		36,199
Rest of world		18,055		15,740		17,461
Total external sales	$	642,993	$	563,003	$	499,023

External sales are attributed to countries based on the location of the customer or distributor.

		Year ended June 30,
Long-lived assets:		2018		2017
United States and Canada	$	129,360	$	119,859
Europe		14,597		14,100
China		1,391		1,165
Total long-lived assets	$	145,348	$	135,124
Intangible assets:
United States and Canada	$	417,430	$	424,579
Europe		21,386		18,710
China		7,516		8,753
Total intangible assets	$	446,332	$	452,042

Long-lived assets are comprised of land, buildings and improvements and equipment, net of accumulated depreciation and other assets.

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Note 12. Quarterly Financial Data (unaudited):

(in thousands, except per share data)
2018	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
Net sales	$	144,613	$	154,153	$	163,973	$	180,254	$	642,993
Cost of sales		46,745		52,319		53,712		58,074		210,850
Net earnings(1)	$	15,863	$	48,847	$	19,738	$	41,701	$	126,150
Earnings per common share:
Basic	$	0.42	$	1.30	$	0.53	$	1.11	$	3.36
Diluted	$	0.42	$	1.29	$	0.52	$	1.08	$	3.31
Weighted average common shares outstanding:
Basic		37,376		37,449		37,503		37,585		37,476
Diluted		37,705		37,926		38,142		38,347		38,055

(in thousands, except per share data)
2017	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
Net sales	$	130,581	$	131,807	$	144,037	$	156,578	$	563,003
Cost of sales		43,236		43,664		47,355		54,207		188,462
Net earnings	$	18,843	$	7,467	$	22,167	$	27,609	$	76,086
Earnings per common share:
Basic	$	0.51	$	0.20	$	0.59	$	0.74	$	2.04
Diluted	$	0.50	$	0.20	$	0.59	$	0.74	$	2.03
Weighted average common shares outstanding:
Basic		37,281		37,308		37,320		37,344		37,313
Diluted		37,473		37,478		37,494		37,546		37,500

⁽¹⁾ Net earnings in total and per share do not sum due to rounding

Note 13. Subsequent Events:

On July 2, 2018, the Company acquired QT Holdings Corporation (Quad) for approximately $20 million plus $51 million in potential milestone payments. On August 1, 2018, the Company acquired Exosome Diagnostics, Inc. (Exosome) for approximately $250 million plus $325 million in potential milestone payments. The purchase accounting for these acquisitions are in progress.

In connection with the acquisition of Exosome Diagnostics, Inc. on August 1, 2018, the Company entered into a new credit facility that provides for a revolving credit facility of $600 million, which can be increased by an additional $200 million subject to certain conditions, and a term loan of $250 million.  The credit facility is governed by a Credit Agreement dated August 1, 2018 and matures on August 1, 2023.

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Bio-Techne Corporation:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bio-Techne Corporation and subsidiaries. as of June 30, 2018 and 2017, the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the fiscal years in the three‑year period ended June 30, 2018, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the three‑year period ended June 30, 2018, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of June 30, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated August 27, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Minneapolis, Minnesota
August 27, 2018

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Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Bio-Techne Corporation:

Opinion on Internal Control Over Financial Reporting

We have audited Bio-Techne Corporation’s and subsidiaries’ (the Company) internal control over financial reporting as of June 30, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of June 30, 2018, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of June 30, 2018 and 2017, and the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended June 30, 2018, and related notes (collectively, the consolidated financial statements), and our report dated August 27, 2018 expressed an unqualified opinion on those consolidated financial statements.

The Company acquired Trevigen, Inc.,  Atlanta Biologicals, Inc., and Eurocell Diagnostics SAS during fiscal 2018, and management excluded from its assessment of the effectiveness of the Company’s internal control over financial reporting as of June 30, 2018, Trevigen Inc.,  Atlanta Biologicals, Inc., and Eurocell Diagnostics SAS ’s internal control over financial reporting associated with total assets of 5.3% and total revenues of 1.7% included in the consolidated financial statements of the Company as of and for the year ended June 30, 2018. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Trevigen, Inc., Atlanta Biologicals, Inc., and Eurocell Diagnostics SAS.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Minneapolis, Minnesota
August 27, 2018 

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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTATNS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

(a)  Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated, as of the end of the period covered by this report, the effectiveness of our disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e). The evaluation was based upon reports and certifications provided by a number of executives.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2018, our disclosure controls and procedures were effective.

(b) Management's Annual Report on Internal Control Over Financial Reporting

The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting also includes those policies and procedures that:

(i)    Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii)	Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and
(iii)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

We acquired Trevigen Inc (Trevigen) on September 5, 2017, Atlanta Biologicals (Atlanta) on January 2, 2018, and Eurocell Diagnostics SAS (Eurocell) on February 1, 2018. Trevigen, Atlanta, and Eurocell represented approximately 5.3% of our total assets and 1.7% of our total revenues as of and for the year ended June 30, 2018. We excluded internal control over financial reporting associated with Trevigen, Atlanta, and Eurocell from our assessment of the effectiveness of our internal control over financial reporting as of June 30, 2018.

Under the supervision of the Audit Committee of the Board of Directors and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on our assessment and those criteria, our Chief Executive Officer and Chief Financial Officer concluded that our internal control over financial reporting was effective as of June 30, 2018

The attestation report on our internal control over financial reporting issued by KPMG LLP appears in Item 8 of this report.

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(c) Remediation of Material Weaknesses in Internal Control Over Financial Reporting

As previously disclosed in Item 9A of Part II of our Annual Report on Form 10-K for fiscal year 2017, management determined that our internal control over financial reporting was not effective as of June 30, 2017 due to material weaknesses over monitoring and information and communication with respect to General Information Technology Controls (GITCs) for certain of our information technology platforms and flow of information from the component locations to allow for effective monitoring.   As a consequence, we did not have effective control activities over the establishment of GITCs for certain Information Technology (IT) platforms primarily at recently acquired locations, and which impacted manual controls that rely on data produced by or maintained within these IT system applications were also ineffective.

To remediate the material weaknesses in our internal control over financial reporting described in Item 9A of Part II of our Annual Report on Form 10-K for fiscal year 2017, we performed a comprehensive review of procedures and related controls.   We hired a new Internal Audit Director and expanded the existing Internal Audit to improve our monitoring processes.  We conducted various trainings and meetings to ensure there was clear flow of information from subsidiaries to the corporate headquarters.  As a result of our procedures, new process controls were designed and implemented during fiscal year 2018.  In addition, management focused on frequent testing of Information Technology General Controls to validate continued operating effectiveness.

Management has determined that the remediation actions discussed above were effectively designed and demonstrated effective operation for a sufficient period of time to enable us to conclude that the material weaknesses related to our monitoring and information and communication processes as well as the aforementioned internal control activities have been remediated as of June 30, 2018.

(d) Changes in Internal Control Over Financial Reporting

We acquired Space Import-Export, Srl (“Space”) on July 1, 2016 and Advanced Cell Diagnostics (“ACD” on August 1, 2016, and we have implemented our internal control structure over these and incorporated its operations into our assessment of internal control over financial reporting as of June 30, 2018.   We have extended our oversight and monitoring processes that support internal control over financial reporting to include the operations of these entities.

Other than the acquisitions discussed above and the actions described under "Remediation of Material Weakness in Internal Control Over Financial Reporting," there were no other changes in the Company's internal control over financial reporting during the fourth quarter of fiscal year 2018 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Other than "Executive Officers of the Registrant" which is set forth at the end of Item 1 in Part I of this report, the information required by Item 10 is incorporated herein by reference to the sections entitled "Election of Directors," "Principle Shareholders" and "Additional Corporate Governance Matters" in the Company's Proxy Statement for its 2018 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

ITEM 11. EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to the sections entitled "Election of Directors" and "Executive Compensation" in the Company's Proxy Statement for its 2018 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS

The information required by Item 12 is incorporated by reference to the sections entitled "Principal Shareholders" and "Management Shareholdings" in the Company's Proxy Statement for its 2018 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated by reference to the sections entitled "Election of Directors" and "Additional Corporate Governance Matters" in the Company's Proxy Statement for its 2018 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required by Item 14 is incorporated herein by reference to the section entitled "Audit Matters" in the Company's Proxy Statement for its 2018 Annual Meeting of Shareholders which will be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after the close of the fiscal year for which this report is filed.

69

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

A. (1) List of Financial Statements.

     The following Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K:

     Consolidated Statements of Earnings and Comprehensive Income for the Years Ended June 30, 2018, 2017, and 2016

     Consolidated Balance Sheets as of June 30, 2018 and 2017

     Consolidated Statements of Shareholders' Equity for the Years Ended June 30, 2018, 2017, and 2016

     Consolidated Statements of Cash Flows for the Years Ended June 30, 2018, 2017, and 2016

     Notes to Consolidated Financial Statements for the Years Ended June 30, 2018, 2017, and 2016

     Reports of Independent Registered Public Accounting Firm          

A. (2) Financial Statement Schedules.

     All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the Consolidated Financial Statements or Notes thereto.

A. (3) Exhibits.

     See "Exhibit Index" immediately following signature page.

ITEM 16. FORM 10-K SUMMARY

 None.

70

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BIO-TECHNE CORPORATION
Date: August 27, 2018		/s/ Charles Kummeth
		By: Charles Kummeth
		Its: President and CEO

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date	Signature and Title
August 27, 2018	/s/ Robert V. Baumgartner
	Robert V. Baumgartner
	Chairman of the Board and Director
August 27, 2018	/s/ Charles A. Dinarello, M.D.
	Dr. Charles A. Dinarello, Director
August 27, 2018	/s/ Joseph Keegan, Ph.D.
	Dr. Joseph Keegan, Director
August 27, 2018	/s/ John L. Higgins
	John L. Higgins, Director
August 27, 2018	/s/ Roeland Nusse, Ph.D.
	Dr. Roeland Nusse, Director
August 27, 2018	/s/ Alpna Seth, Ph.D.
	Dr. Alpna Seth, Director
August 27, 2018	/s/ Randolph C. Steer, Ph.D., M.D.
	Dr. Randolph C. Steer, Director
August 27, 2018	/s/ Harold J. Wiens
	Harold J. Wiens, Director
August 27, 2018	/s/ Charles Kummeth
	Charles Kummeth, Director and Chief Executive Officer (principal executive officer)
August 27, 2018	/s/ James Hippel
	James Hippel, Chief Financial Officer
	(principal financial officer and principal accounting officer)

71

EXHIBIT INDEX

for Form 10-K for the 2018 Fiscal Year

Exhibit Number	Description
3.1	Amended and Restated Articles of Incorporation of the Company--incorporated by reference to Exhibit 3.1 of the Company's Form 10-Q dated February 9, 2015*
3.2	Third Amended and Restated Bylaws of the Company--incorporated by reference to Exhibit 3.1 of the Company’s Form 8-K dated February 1, 2018*
10.1**	1998 Nonqualified Stock Option Plan--incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September 30, 1998*
10.2**	Form of Stock Option Agreement for 1998 Nonqualified Stock Option Plan--incorporated by reference to Exhibit 10.2 of the Company's Form 10-Q for the quarter ended September 30, 1998*
10.3**	Management Incentive Plan--incorporated by reference to Exhibit 10.13 of the Company's Form 10-K for the year ended June 30, 2013*
10.4**	Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated October 26, 2017*
10.5**	Form of Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.6 of the Company's Form 8-K dated October 26, 2017*
10.6**	Form of Restricted Stock Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.7 of the Company's Form 8-K dated October 26, 2017*
10.7**	Form of the Performance Unit Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.5 of the Company's Form 8-K dated October 26, 2017*
10.8**	Form of Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--attached as Exhibit 10.8 hereto.
10.9**	Form of Employee Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--attached as Exhibit 10.9 hereto.
10.10**	Form of Director Non-Qualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan--incorporated by reference to Exhibit 10.2 of the Company's Form 8-K dated October 26, 2017*
10.11**	Employment Agreement by and between the Company and Charles Kummeth--incorporated by reference to Exhibit 10.11 of the Company's Form 10-K dated September 7, 2017*

72

Exhibit Number	Description
10.12**	Form of Employment Agreement by and between the Company and Executive Officers of the Company other than the CEO--incorporated by reference to Exhibit 10.12 of the Company's Form 10-K dated September 7, 2017*
10.13	Agreement of Investment and Merger between the Company, Research and Diagnostics Systems, Inc., Cayenne Merger Sub, Inc., CyVek, Inc. and Citron Capital Limited dated April 1, 2014--incorporated by reference to Exhibit 10.22 of the Company's Form 10-K dated August 29, 2014*
10.14	Credit Agreement by and among the Company, the Guarantors party thereto, the Lenders party thereto, and BMO Harris Bank N.A., as Administrative Agent, dated August 1, 2018--incorporated by reference to Exhibit 10.1 of the Company's Form 8-K dated August 2, 2018*
10.15**	Form of Indemnification Agreement entered into with each director and executive officer of the Company--incorporated by reference to Exhibit 10.1 of the Company's Form 10-Q dated February 8, 2018*
10.16	Agreement and Plan of Merger by and among the Company, Aero Merger Sub Inc., Advanced Cell Diagnostics, Inc. and Fortis Advisors, LLC as the Securityholders’ Representative, dated July 6, 2016--incorporated by reference to Exhibit 2.1 of the Company's Form 8-K dated July 7, 2016*
10.17	Agreement and Plan of Merger between the Company, Enzo Merger Sub. Inc., Exosome Diagnostics, Inc. and The Securityholders Representative, dated July 25, 2018--incorporated by reference to Exhibit 2.1 of the Company's Form 8-K dated June 25, 2018*

21	Subsidiaries of the Company
23	Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101	The following financial statements from the Company's Annual Report on Form 10-K for the fiscal year ended June 30, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) the Consolidated Statements of Earnings and Comprehensive Income, (ii) the Consolidated Balance Sheets, (iii) the Consolidated Statements of Shareholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements.

-------------

*     Incorporated by reference; SEC File No. 000-17272

**   Management contract or compensatory plan or arrangement

Exhibits for Form 10-K have not been included in this report. Exhibits have been filed with the Securities and Exchange Commission. Upon request to the Investor Relations Department, Bio-Techne Corporation will furnish, without charge, any such exhibits as well as copies of periodic reports filed with the Securities and Exchange Commission.

 73

EX-10.8

Exhibit 10.8

INCENTIVE STOCK OPTION AGREEMENT

BIO-TECHNE CORPORATION

SECOND AMENDED AND RESTATED

2010 EQUITY INCENTIVE PLAN

THIS AGREEMENT is made effective as of [●], by and between Bio-Techne Corporation, a Minnesota corporation (the “Company”), and [●] (“Participant”).

W I T N E S S E T H:

WHEREAS, Participant on the date hereof is a key employee or officer of the Company or one of its Subsidiaries; and

WHEREAS, the Company wishes to grant an incentive stock option to Participant to purchase shares of the Company's Common Stock pursuant to the Bio-Techne Corporation Second Amended and Restated 2010 Equity Incentive Plan (the “Plan”); and

WHEREAS, the Administrator of the Plan has authorized the grant of an incentive stock option to Participant and has determined that, as of the effective date of this Agreement, the fair market value of the Company's Common Stock is $[●] per share;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1.         Grant of Option. The Company hereby grants to Participant on the date set forth above (the “Date of Grant”), the right and option (the “Option”) to purchase all or portions of an aggregate of [●] ([●]) shares of Common Stock at a per share price of $[●] on the terms and conditions set forth herein and subject to adjustment pursuant to Section 15 of the Plan. This Option is intended to be an incentive stock option within the meaning of Section 422, or any successor provision, of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder, to the extent permitted under Code Section 422(d). If the number of shares vesting for Participant in any single year exceeds the limit established by Section 422 of the Internal Revenue Code for incentive stock option treatment, the Option shall be deemed an incentive stock option to the extent of the number of shares within the limit and a nonqualified stock option the extent of the number of shares that exceed the limit.

2.            Duration and Exercisability.

(a)     General.

Time-Based ISO: The term during which this Option may be exercised shall terminate on [●], except as otherwise provided in Sections 2(b) through 2([d/e]) below. This Option shall become exercisable on the following dates (the “Vesting Dates”), provided that Participant remains employed by the Company on the applicable Vesting Date as set forth in Sections 2(b) through 2([d/e]) of this Agreement:

Date	Shares Vesting
[●]	[●]
[●]	[●]
[●]	[●]
[●]	[●]

If and to the extent provided in an employment, change of control, severance or similar agreement executed by the Participant and the Company or by a determination by the Administrator, in each case pursuant and subject to Section 15 of the Plan, this Option may become fully-vested and exercisable in connection with a Change of Control as defined in Section 1(f) of the Plan.

Once the Option becomes exercisable with respect to any of the shares specified in Section 1, Participant may continue to exercise this Option with respect to such vested shares under the terms and conditions of this Agreement until the termination of the Option as provided herein. If Participant does not purchase upon an exercise of this Option the full number of shares which Participant is then entitled to purchase, Participant may purchase upon any subsequent exercise prior to this Option's termination such previously unpurchased shares in addition to those Participant is otherwise entitled to purchase.

**OR**

Performance-Based ISO: [The term during which this Option may be exercised shall terminate on [●], except as otherwise provided in Sections 2(b) through 2([d/e]) below. This Option shall vest and become exercisable, if at all, on the Vesting Date[s] (as hereinafter defined), subject to the Company’s achievement of the performance objectives during the performance period[s], as both are set forth in Exhibit A to this Agreement, provided that Participant remains employed by the Company on the applicable Vesting Date as set forth in Sections 2(b) through 2([d/e]) of this Agreement. Performance for the period[s] shall be evaluated and determined by and in the sole discretion of the Administrator, and performance between the threshold and maximum levels specified on Exhibit A shall result in vesting in accordance with the scale determined by the Administrator and set forth on Exhibit A. The “Vesting Date[s]” for the Option shall be the later of [●] or the date on which the Administrator evaluates and certifies achievement of the performance criteria for the performance period[s], as set forth on Exhibit A. In the event that any portion of this Option does not vest and become exercisable, Participant’s right and option to purchase the number of shares relating to such unvested portion shall immediately terminate and be forfeited.

If and to the extent provided in an employment, change of control, severance or similar agreement executed by the Participant and the Company or by a determination by the Administrator, in each case pursuant and subject to Section 15 of the Plan, this Option may become fully-vested and exercisable in connection with a Change of Control as defined in Section 1(f) of the Plan.

- 2 -

Once the Option becomes exercisable with respect to any of the shares specified in Section 1, Participant may continue to exercise this Option with respect to such vested shares under the terms and conditions of this Agreement until the termination of the Option as provided herein. If Participant does not purchase upon an exercise of this Option the full number of shares which Participant is then entitled to purchase, Participant may purchase upon any subsequent exercise prior to this Option's termination such previously unpurchased shares in addition to those Participant is otherwise entitled to purchase.]

(b)    Termination of Employment (other than Disability[,/or] Death [or Retirement]). Unless otherwise agreed to in writing by Participant and the Company, if Participant ceases to be an employee of the Company or any Subsidiary during the term of this Option for any reason other than disability[,/or] death [or Retirement (as defined in Section 2(e) of this Agreement)], this Option shall completely terminate on the earlier of: (i) the close of business on the three-month anniversary date of such termination of employment; and (ii) the expiration date of this Option stated in Section 2(a) above. In such period following the termination of Participant's employment, this Option shall be exercisable only to the extent the Option was exercisable on the Vesting Date immediately preceding such termination of employment, but had not previously been exercised. To the extent this Option was not exercisable upon such termination of employment, all rights of Participant under this Option shall be forfeited. If Participant does not exercise the Option within the time specified in this Section 2(b), all rights of Participant under this Option shall be forfeited.

(c)     Disability. If Participant's employment terminates because of disability (as defined in Code Section 22(e), or any successor provision), this Option shall terminate on the earlier of: (i) the close of business on the one year anniversary of the date of such termination of employment; and (ii) the expiration date of this Option stated in Section 2(a) above. In such period following the termination of Participant's employment, this Option shall be exercisable only to the extent the Option was exercisable on the Vesting Date immediately preceding such termination of employment, but had not previously been exercised. To the extent this Option was not exercisable upon such termination of employment, all rights of Participant under this Option shall be forfeited. If Participant does not exercise the Option within the time specified in this Section 2(c), all rights of Participant under this Option shall be forfeited.

(d)     Death. In the event of Participant's death, this Option shall terminate on the earlier of: (i) the close of business on the one year anniversary of the date of Participant's death; and (ii) the expiration date of this Option stated in Section 2(a) above. In such period following Participant's death, this Option may be exercised by the person or persons to whom Participant's rights under this Option shall have passed by Participant's will or by the laws of descent and distribution only to the extent the Option was exercisable on the Vesting Date immediately preceding the date of Participant's death, but had not previously been exercised. To the extent this Option was not exercisable on the date of Participant’s death, all rights of Participant under this Option shall be forfeited. If such person or persons fail to exercise this Option within the time specified in this Section 2(d), all rights under this Option shall be forfeited.

- 3 -

[OPTIONAL PROVISION TO BE USED ON A CASE-BY-CASE BASIS: (e)     Retirement. If Participant’s employment with the Company or any Affiliate terminates because of Retirement, this Option shall terminate on the expiration date of this Option stated in Section 2(a) above. In such period following the termination of Participant's employment because of Retirement, if this Option is scheduled to vest pro rata during a period of at least three years and six months following the Date of Grant, then this Option shall continue to vest pursuant to Section 2(a) as if Participant continued to be employed by the Company. If, however, this Option is scheduled to vest in less than three years and six months following the Date of Grant, then to the extent this Option was not exercisable on the date of Participant’s Retirement, all rights of Participant under this Option shall be forfeited. If Participant does not exercise the Option within the time specified in this Section 2(e), all rights of Participant under this Option shall be forfeited.

Solely for purposes of this Section 2(e), “Retirement” means termination of employment for any reason on or after attaining age 55 and completing at least five (5) years of continuous service with the Company or any Affiliate; provided, however, that Participant shall be credited with continuous service only for periods during which Participant is regularly scheduled to work 20 or more hours per week. Notwithstanding anything in this Option Agreement to the contrary, if, pursuant to this Section 2(e), this Option is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, or any successor provision, this Option shall be thereafter treated as a nonqualified stock option.]

3.            Manner of Exercise.

(a)     General. The Option may be exercised only by Participant (or other proper party in the event of death or incapacity), subject to the conditions of the Plan and subject to such other administrative rules as the Administrator may deem advisable, by delivering within the option period written notice of exercise to the Company at its principal office. The notice shall state the number of shares as to which the Option is being exercised and shall be accompanied by payment in full of the option price for all shares designated in the notice. The exercise of the Option shall be deemed effective upon receipt of such notice by the Company and upon payment that complies with the terms of the Plan and this Agreement. The Option may be exercised with respect to any number or all of the shares as to which it can then be exercised and, if partially exercised, may be so exercised as to the unexercised shares any number of times during the option period as provided herein.

(b)     Form of Payment. Subject to approval by the Administrator, payment of the option price by Participant may be (i) in cash, or with a personal check or certified check, (ii) by the transfer from Participant to the Company of previously acquired shares of Common Stock, (iii) through the withholding of shares of Stock from the number of shares otherwise issuable upon the exercise of the Option (e.g., a net share settlement), (iv) through broker-assisted cashless exercise if such exercise complies with applicable securities laws and any insider trading policy of the Company, (v) such other form of payment as may be authorized by the Administrator, or (vi) by a combination thereof. In the event Participant elects to pay the exercise price in whole or in part with previously acquired shares of Common Stock or through a net share settlement, the Fair Market Value of the shares of Stock delivered or withheld shall equal the total exercise price for the shares being purchased in such manner. For purposes of this Agreement, “previously acquired shares of Common Stock” shall include shares of Common Stock that are already owned by Participant at the time of exercise.

- 4 -

(c)     Issuance of Shares. As soon as practicable after the effective exercise of all or any part of the Option, Participant shall be recorded on the stock transfer books of the Company as the owner of the shares purchased, less any shares withheld for payment of taxes as provided in Section 4(d) below, and the Company shall deliver to Participant one or more duly issued stock certificates or cause book entries to be made evidencing such ownership. All requisite original issue or transfer documentary stamp taxes shall be paid by the Company. Until the issuance of such shares, Participant shall not be entitled to vote the shares of Company Common Stock represented by the Option, shall not be entitled to receive dividends or distributions attributable to such shares of Company Common Stock, and shall not have any other rights as a shareholder with respect to such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 15 of the Plan.

4.            General Provisions.

(a)     Employment or Other Relationship. This Agreement shall not confer on Participant any right with respect to the continuance of employment or any other relationship with the Company or any of its Subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or relationship. Nothing in this Agreement shall be construed as creating an employment contract for any specified term between Participant and the Company or any Subsidiary.

(b)     Securities Law Compliance. The exercise of all or any parts of this Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of Common Stock pursuant to such exercise will not violate any state or federal securities or other laws. Participant may be required by the Company, as a condition of the effectiveness of any exercise of this Option, to agree in writing that all Common Stock to be acquired pursuant to such exercise will be held until such time that the shares are registered or otherwise freely tradeable under applicable state and federal securities laws, for Participant’s own account without a view to any further distribution thereof, and that the certificate(s) for such shares will bear an appropriate legend to that effect and that such shares will not be transferred or disposed of except in compliance with applicable state and federal securities laws.

(c)     Shares Reserved. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement.

(d)     Withholding Taxes. In order to permit the Company to comply with all applicable federal and state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that, if necessary, all withholding and employment-related taxes attributable to this Option are withheld from any amounts payable by the Company to the Participant. If the Company is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to the Company an amount equal to such withholding and employment-related taxes prior to the date the Company’s withholding obligation arises. Subject to such rules as the Administrator may adopt, the Administrator may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in part, (i) by delivering shares of Company Common Stock, or (ii) by electing to have the Company withhold shares of Company Common Stock otherwise issuable to Participant upon exercise of the Option. In either case, such shares shall have a Fair Market Value, as of the date the amount of tax to be withheld is determined under applicable tax law, equal to such tax withholding, including payroll taxes, applicable to the supplemental income attributable to this Option. The Participant’s election to deliver shares or to have shares withheld for this purpose shall be made on or before the date that the amount of such tax withholding is determined under applicable tax law. Such election shall be approved by the Administrator and otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule 16b-3 or any successor provision, as then in effect, of the General Rules and Regulations under the Securities Exchange Act of 1934, if applicable.

- 5 -

(e)     Nontransferability. During the lifetime of Participant, the accrued Option shall be exercisable only by Participant or by the Participant's guardian or other legal representative. The Option shall not be assignable or transferable by Participant, in whole or in part, other than by will or by the laws of descent and distribution.

(f)     Second Amended and Restated 2010 Equity Incentive Plan. The Option evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning when used in this Agreement. The Plan governs this Option and, in the event of any questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwise provides.

(g)     Lockup Period Limitation. Participant agrees that in the event the Company advises Participant that it plans an underwritten public offering of its Common Stock in compliance with the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions under which Participant may not sell or contract to sell or grant any option to buy or otherwise dispose of part or all of this Option or the Company Common Stock underlying this Option, Participant hereby agrees that for a period not to exceed 180 days from the effective date of the prospectus relating to such offering Participant will not sell or contract to sell or grant an option to buy or otherwise dispose of this Option or any of the underlying shares of Company Common Stock without the prior written consent of the underwriter(s) or its representative(s).

(h)     Stock Legend. The Administrator may require that the certificates or book entries for any shares of Company Common Stock purchased by Participant (or, in the case of death, Participant's successors) bear an appropriate legend and stop transfer order to reflect the restrictions of Section 4(b) and Sections 4(f) through 4(g) of this Agreement; provided, however, that failure to so endorse any of such certificates or book entries shall not render invalid or inapplicable Section 4(b) or Sections 4(f) through 4(g).

(i)      Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns and Participant and any successor(s) of Participant permitted by Section 2 or Section 4(e) above. This Option is expressly subject to all terms and conditions contained in the Plan and in this Agreement, and Participant’s failure to execute this Agreement shall not relieve Participant from complying with such terms and conditions.

- 6 -

(j)     Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least ten (10) years. If the parties cannot agree on an arbitrator within twenty (20) days, any party may request that the chief judge of the District Court of Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

(k)     Delay in Payment for Specified Employee. In the event this Option is subject to Code Section 409A and the Administrator determines that the Participant is a “specified employee” within the meaning of Code Section 409A, then any payment due to the Participant’s separation from service shall not be paid earlier than the first day of the seventh month immediately following such separation from service.

(l)       Right to Amend. The Company hereby reserves the right to amend this Agreement without Participant’s consent to the extent necessary or desirable to comply with the requirements of Code Section 409A and the regulations, notices and other guidance of general application issued thereunder.

(m)     Section 280G.   Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.  Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 4(m) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant and the Company for all purposes.  For purposes of making the calculations required by this Section 4(m), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code.  The Participant and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m).

- 7 -

(n)     Governing Law. The validity, construction and effect of the Plan and the Agreement, and any rules and regulations relating to the Plan and the Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Minnesota.

[Signature page follows.]

- 8 -

ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year first above written.

BIO-TECHNE CORPORATION
	By
		Its

PARTICIPANT
By:
	Printed Name: [●]

62399973

[Signature Page to Incentive Stock Option Agreement]

EX-10.9

Exhibit 10.9

EMPLOYEE NONQUALIFIED STOCK OPTION AGREEMENT

BIO-TECHNE CORPORATION

SECOND AMENDED AND RESTATED

2010 EQUITY INCENTIVE PLAN

THIS AGREEMENT is made effective as of [●], by and between Bio-Techne Corporation, a Minnesota corporation (the “Company”), and [●] (“Participant”).

W I T N E S S E T H:

WHEREAS, Participant on the date hereof is a key employee or officer of the Company or one of its Subsidiaries; and

WHEREAS, the Company wishes to grant a nonqualified stock option to Participant to purchase shares of the Company's Common Stock pursuant to the Bio-Techne Corporation Second Amended and Restated 2010 Equity Incentive Plan (the “Plan”); and

WHEREAS, the Administrator of the Plan has authorized the grant of a nonqualified stock option to Participant and has determined that, as of the effective date of this Agreement, the fair market value of the Company's Common Stock is $[●] per share;

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, the parties hereto agree as follows:

1.           Grant of Option. The Company hereby grants to Participant on the date set forth above (the “Date of Grant”), the right and option (the “Option”) to purchase all or portions of an aggregate of [●] ([●]) shares of Common Stock at a per share price of $[●] on the terms and conditions set forth herein and subject to adjustment pursuant to Section 15 of the Plan. This Option is a nonqualified stock option and will not be treated as an incentive stock option, as defined under Section 422, or any successor provision, of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder.

2.            Duration and Exercisability.

(a)     General. The term during which this Option may be exercised shall terminate on [●], except as otherwise provided in Sections 2(b) through 2([d/e]) below. This Option shall become exercisable on the following dates (the “Vesting Dates”), provided that Participant remains employed by the Company on the applicable Vesting Date as set forth in Sections 2(b) through 2([d/e]) of this Agreement:

Date	Shares Vesting
[●]	[●]
[●]	[●]
[●]	[●]
[●]	[●]

If and to the extent provided in an employment, change of control, severance or similar agreement executed by the Participant and the Company or by a determination by the Administrator, in each case pursuant and subject to Section 15 of the Plan, this Option may become fully-vested and exercisable in connection with a Change of Control as defined in Section 1(f) of the Plan.

Once the Option becomes exercisable with respect to any of the shares specified in Section 1, Participant may continue to exercise this Option with respect to such vested shares under the terms and conditions of this Agreement until the termination of the Option as provided herein. If Participant does not purchase upon an exercise of this Option the full number of shares which Participant is then entitled to purchase, Participant may purchase upon any subsequent exercise prior to this Option's termination such previously unpurchased shares in addition to those Participant is otherwise entitled to purchase.

(b)     Termination of Employment (other than Disability[,/or] Death [or Retirement]). Unless otherwise agreed to in writing by Participant and the Company, if Participant ceases to be an employee of the Company or any Subsidiary during the term of this Option for any reason other than disability[,/or] death [or Retirement (as defined in Section 2(e) of this Agreement)], this Option shall completely terminate on the earlier of: (i) the close of business on the three-month anniversary date of such termination of employment; and (ii) the expiration date of this Option stated in Section 2(a) above. In such period following the termination of Participant's employment, this Option shall be exercisable only to the extent the Option was exercisable on the Vesting Date immediately preceding such termination of employment, but had not previously been exercised. To the extent this Option was not exercisable upon such termination of employment, all rights of Participant under this Option shall be forfeited. If Participant does not exercise the Option within the time specified in this Section 2(b), all rights of Participant under this Option shall be forfeited.

(c)     Disability. If Participant's employment terminates because of disability (as defined in Code Section 22(e), or any successor provision), this Option shall terminate on the earlier of: (i) the close of business on the one year anniversary of the date of such termination of employment; and (ii) the expiration date of this Option stated in Section 2(a) above. In such period following the termination of Participant's employment, this Option shall be exercisable only to the extent the Option was exercisable on the Vesting Date immediately preceding such termination of employment, but had not previously been exercised. To the extent this Option was not exercisable upon such termination of employment, all rights of Participant under this Option shall be forfeited. If Participant does not exercise the Option within the time specified in this Section 2(c), all rights of Participant under this Option shall be forfeited.

(d)     Death. In the event of Participant's death, this Option shall terminate on the earlier of: (i) the close of business on the one year anniversary of the date of Participant's death; and (ii) the expiration date of this Option stated in Section 2(a) above. In such period following Participant's death, this Option may be exercised by the person or persons to whom Participant's rights under this Option shall have passed by Participant's will or by the laws of descent and distribution only to the extent the Option was exercisable on the Vesting Date immediately preceding the date of Participant's death, but had not previously been exercised. To the extent this Option was not exercisable on the date of Participant’s death, all rights of Participant under this Option shall be forfeited. If such person or persons fail to exercise this Option within the time specified in this Section 2(d), all rights under this Option shall be forfeited.

- 2 -

[OPTIONAL PROVISION TO BE USED ON A CASE-BY-CASE BASIS: (e)     Retirement. If Participant’s employment with the Company or any Affiliate terminates because of Retirement, this Option shall terminate on the expiration date of this Option stated in Section 2(a) above. In such period following the termination of Participant's employment because of Retirement, if this Option is scheduled to vest pro rata during a period of at least three years and six months following the Date of Grant, then this Option shall continue to vest pursuant to Section 2(a) as if Participant continued to be employed by the Company. If, however, this Option is scheduled to vest in less than three years and six months following the Date of Grant, then to the extent this Option was not exercisable on the date of Participant’s Retirement, all rights of Participant under this Option shall be forfeited. If Participant does not exercise the Option within the time specified in this Section 2(e), all rights of Participant under this Option shall be forfeited.

Solely for purposes of this Section 2(e), “Retirement” means termination of employment for any reason on or after attaining age 55 and completing at least five (5) years of continuous service with the Company or any Affiliate; provided, however, that Participant shall be credited with continuous service only for periods during which Participant is regularly scheduled to work 20 or more hours per week. Notwithstanding anything in this Option Agreement to the contrary, if, pursuant to this Section 2(e), this Option is exercised after the expiration of the exercise periods that apply for purposes of Code Section 422, or any successor provision, this Option shall be thereafter treated as a nonqualified stock option.]

3.            Manner of Exercise.

(a)     General. The Option may be exercised only by Participant (or other proper party in the event of death or incapacity), subject to the conditions of the Plan and subject to such other administrative rules as the Administrator may deem advisable, by delivering within the option period written notice of exercise to the Company at its principal office. The notice shall state the number of shares as to which the Option is being exercised and shall be accompanied by payment in full of the option price for all shares designated in the notice. The exercise of the Option shall be deemed effective upon receipt of such notice by the Company and upon payment that complies with the terms of the Plan and this Agreement. The Option may be exercised with respect to any number or all of the shares as to which it can then be exercised and, if partially exercised, may be so exercised as to the unexercised shares any number of times during the option period as provided herein.

(b)     Form of Payment. Subject to approval by the Administrator, payment of the option price by Participant may be (i) in cash, or with a personal check or certified check, (ii) by the transfer from Participant to the Company of previously acquired shares of Common Stock, (iii) through the withholding of shares of Stock from the number of shares otherwise issuable upon the exercise of the Option (e.g., a net share settlement), (iv) through broker-assisted cashless exercise if such exercise complies with applicable securities laws and any insider trading policy of the Company, (v) such other form of payment as may be authorized by the Administrator, or (vi) by a combination thereof. In the event Participant elects to pay the exercise price in whole or in part with previously acquired shares of Common Stock or through a net share settlement, the Fair Market Value of the shares of Stock delivered or withheld shall equal the total exercise price for the shares being purchased in such manner. For purposes of this Agreement, "previously acquired shares of Common Stock" shall include shares of Common Stock that are already owned by Participant at the time of exercise.

- 3 -

(c)     Issuance of Shares. As soon as practicable after the effective exercise of all or any part of the Option, Participant shall be recorded on the stock transfer books of the Company as the owner of the shares purchased, less any shares withheld for payment of taxes as provided in Section 4(d) below, and the Company shall deliver to Participant one or more duly issued stock certificates or cause book entries to be made evidencing such ownership. All requisite original issue or transfer documentary stamp taxes shall be paid by the Company. Until the issuance of such shares, Participant shall not be entitled to vote the shares of Company Common Stock represented by the Option, shall not be entitled to receive dividends or distributions attributable to such shares of Company Common Stock, and shall not have any other rights as a shareholder with respect to such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property), distributions or other rights for which the record date is prior to the date such shares are issued, except as provided in Section 15 of the Plan.

4.            General Provisions.

(a)     Employment or Other Relationship. This Agreement shall not confer on Participant any right with respect to the continuance of employment or any other relationship with the Company or any of its Subsidiaries, nor will it interfere in any way with the right of the Company to terminate such employment or relationship. Nothing in this Agreement shall be construed as creating an employment contract for any specified term between Participant and the Company or any Subsidiary.

(b)     Securities Law Compliance. The exercise of all or any parts of this Option shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of Common Stock pursuant to such exercise will not violate any state or federal securities or other laws. Participant may be required by the Company, as a condition of the effectiveness of any exercise of this Option, to agree in writing that all Common Stock to be acquired pursuant to such exercise will be held until such time that the shares are registered or otherwise freely tradeable under applicable state and federal securities laws, for Participant’s own account without a view to any further distribution thereof, and that the certificate(s) for such shares will bear an appropriate legend to that effect and that such shares will not be transferred or disposed of except in compliance with applicable state and federal securities laws.

(c)     Shares Reserved. The Company shall at all times during the term of this Agreement reserve and keep available such number of shares as will be sufficient to satisfy the requirements of this Agreement.

- 4 -

(d)     Withholding Taxes. In order to permit the Company to comply with all applicable federal and state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that, if necessary, all withholding and employment-related taxes attributable to this Option are withheld from any amounts payable by the Company to the Participant. If the Company is unable to withhold such federal and state taxes, for whatever reason, the Participant hereby agrees to pay to the Company an amount equal to such withholding and employment-related taxes prior to the date the Company’s withholding obligation arises. Subject to such rules as the Administrator may adopt, the Administrator may, in its sole discretion, permit Participant to satisfy such withholding tax obligations, in whole or in part, (i) by delivering shares of Company Common Stock, or (ii) by electing to have the Company withhold shares of Company Common Stock otherwise issuable to Participant upon exercise of the Option. In either case, such shares shall have a Fair Market Value, as of the date the amount of tax to be withheld is determined under applicable tax law, equal to such tax withholding, including payroll taxes, applicable to the supplemental income attributable to this Option. The Participant’s election to deliver shares or to have shares withheld for this purpose shall be made on or before the date that the amount of such tax withholding is determined under applicable tax law. Such election shall be approved by the Administrator and otherwise comply with such rules as the Administrator may adopt to assure compliance with Rule 16b-3 or any successor provision, as then in effect, of the General Rules and Regulations under the Securities Exchange Act of 1934, if applicable.

(e)     Transferability. Participant may transfer any or all of the Option to any member of the Participant's "immediate family" as such term is defined in Rule 16a-1(e) promulgated under the Securities Exchange Act of 1934, or any successor provision, or to one or more trusts whose beneficiaries are members of such Participant's "immediate family" or partnerships in which such family members are the only partners; provided, however, that the Participant cannot receive any consideration for the transfer and such transferred Option shall continue to be subject to the same terms and conditions as were applicable to such Option immediately prior to its transfer. Further, the transferee shall be subject to all restrictions that generally apply to shareholders of the Company, including but not limited to restrictions on the pledge, encumbrance, sale, assignment, transfer, gift, or disposition of any stock acquired through the exercise of the Option.

(f)     Second Amended and Restated 2010 Equity Incentive Plan. The Option evidenced by this Agreement is granted pursuant to the Plan, a copy of which Plan has been made available to Participant and is hereby incorporated into this Agreement. This Agreement is subject to and in all respects limited and conditioned as provided in the Plan. All defined terms of the Plan shall have the same meaning when used in this Agreement. The Plan governs this Option and, in the event of any questions as to the construction of this Agreement or in the event of a conflict between the Plan and this Agreement, the Plan shall govern, except as the Plan otherwise provides.

(g)     Lockup Period Limitation. Participant agrees that in the event the Company advises Participant that it plans an underwritten public offering of its Common Stock in compliance with the Securities Act of 1933, as amended, and that the underwriter(s) seek to impose restrictions under which Participant may not sell or contract to sell or grant any option to buy or otherwise dispose of part or all of this Option or the Company Common Stock underlying this Option, Participant hereby agrees that for a period not to exceed 180 days from the effective date of the prospectus relating to such offering Participant will not sell or contract to sell or grant an option to buy or otherwise dispose of this Option or any of the underlying shares of Company Common Stock without the prior written consent of the underwriter(s) or its representative(s).

- 5 -

(h)     Stock Legend. The Administrator may require that the certificates or book entries for any shares of Company Common Stock purchased by Participant (or Participant’s permitted successors or assigns) bear an appropriate legend and stop transfer order to reflect the restrictions of Section 4(b) and Sections 4(f) through 4(g) of this Agreement; provided, however, that failure to so endorse any of such certificates or book entries shall not render invalid or inapplicable Section 4(b) or Sections 4(f) through 4(g).

(i)      Scope of Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns and Participant and any successor or assigns of Participant permitted by Section 2 or Section 4(e) above. This Option is expressly subject to all terms and conditions contained in the Plan and in this Agreement, and Participant’s failure to execute this Agreement shall not relieve Participant from complying with such terms and conditions.

(j)      Arbitration. Any dispute arising out of or relating to this Agreement or the alleged breach of it, or the making of this Agreement, including claims of fraud in the inducement, shall be discussed between the disputing parties in a good faith effort to arrive at a mutual settlement of any such controversy. If, notwithstanding, such dispute cannot be resolved, such dispute shall be settled by binding arbitration. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitrator shall be a retired state or federal judge or an attorney who has practiced securities or business litigation for at least ten (10) years. If the parties cannot agree on an arbitrator within twenty (20) days, any party may request that the chief judge of the District Court of Hennepin County, Minnesota, select an arbitrator. Arbitration will be conducted pursuant to the provisions of this Agreement, and the commercial arbitration rules of the American Arbitration Association, unless such rules are inconsistent with the provisions of this Agreement. Limited civil discovery shall be permitted for the production of documents and taking of depositions. Unresolved discovery disputes may be brought to the attention of the arbitrator who may dispose of such dispute. The arbitrator shall have the authority to award any remedy or relief that a court of this state could order or grant; provided, however, that punitive or exemplary damages shall not be awarded. The arbitrator may award to the prevailing party, if any, as determined by the arbitrator, all of its costs and fees, including the arbitrator’s fees, administrative fees, travel expenses, out-of-pocket expenses and reasonable attorneys’ fees. Unless otherwise agreed by the parties, the place of any arbitration proceedings shall be Hennepin County, Minnesota.

(k)     Delay in Payment for Specified Employee. In the event this Option is subject to Code Section 409A and the Administrator determines that the Participant is a “specified employee” within the meaning of Code Section 409A, then any payment due to the Participant’s separation from service shall not be paid earlier than the first day of the seventh month immediately following such separation from service.

(l)       Right to Amend. The Company hereby reserves the right to amend this Agreement without Participant’s consent to the extent necessary or desirable to comply with the requirements of Code Section 409A and the regulations, notices and other guidance of general application issued thereunder.

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(m)     Section 280G.   Notwithstanding anything to the contrary contained in this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Participant and the Company (collectively, the “Payments”) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this Section 4(m), would be subject to the excise tax imposed by Section 4999 of the Code, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the Participant’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code.  Unless the Participant and the Company otherwise agree in writing, any determination required under this Section 4(m) shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose reasonable determination shall be conclusive and binding upon the Participant and the Company for all purposes.  For purposes of making the calculations required by this Section 4(m), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code.  The Participant and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4(m).

(n)     Governing Law. The validity, construction and effect of the Plan and the Agreement, and any rules and regulations relating to the Plan and the Agreement, shall be determined in accordance with the internal laws, and not the law of conflicts, of the State of Minnesota.

[Signature page follows.]

- 7 -

ACCORDINGLY, the parties hereto have caused this Agreement to be executed on the day and year first above written.

BIO-TECHNE CORPORATION
	By
		Its

PARTICIPANT
By:
	Printed Name: [●]

62473489

[Signature Page to Employee Nonqualified Stock Option Agreement]

EX-21

Exhibit 21

 SUBSIDIARIES

Bio-Techne Corporation, a Minnesota corporation, had the material subsidiaries below as of the date of filing its Annual Report on Form 10-K for the fiscal year ended June 30, 2018. Certain subsidiaries are not named because they were not significant individually or in the aggregate as of such date. Bio-Techne Corporation is not a subsidiary of any other entity.

Name	State/Country of Incorporation
Research and Diagnostic Systems Inc. (R&D Systems)	Minnesota
Bionostics, Inc	Massachusetts
Bio-Techne China Co. Ltd	China
Shanghai PrimeGene Bio-Tech Co., Ltd.	China
ProteinSimple	Delaware
ProteinSimple Ltd.	Canada
Novus Biologicals, LLC	Delaware
Bio-Techne Ltd.	United Kingdom
Tocris Cookson Limited	United Kingdom
Cliniqa Corporation	California
Advanced Cell Diagnostics, Inc.	California

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

The Board of Directors
Bio-Techne Corporation:

We consent to the incorporation by reference in the registration statements (No. 333-37263, 333-88885, 333-49962, 333-170576, 333-199847, 333-207710, and 333-221143) on Form S-8 of Bio-Techne Corporation of our reports dated August 27, 2018, with respect to the consolidated balance sheets of Bio-Techne Corporation as of June, 30, 2018 and 2017, and the related consolidated statements of earnings and comprehensive income, shareholders’ equity, and cash flows for each of the fiscal years in the three-year period ended June 30, 2018, and the related notes (collectively, the “consolidated financial statements”), and the effectiveness of internal control over financial reporting as of June 30, 2018, which reports appear in the June 30, 2018 annual report on Form 10-K of Bio-Techne Corporation.

Our report dated August 27, 2018, on the effectiveness of internal control over financial reporting as of June 30, 2018, contains an explanatory paragraph that states that management excluded from its assessment of the effectiveness of internal control over financial reporting as of June 30, 2018, the current year acquisitions of Trevigen, Inc., Atlanta Biologicals, Inc., and Eurocell Diagnostics SAS’s internal control over financial reporting associated with total assets of 5.3% and total revenues of 1.7% included in the consolidated financial statements of the Company as of and for the year ended June 30, 2018. Our audit of internal control over financial reporting of the Company also excluded an evaluation of the internal control over financial reporting of Trevigen, Inc., Atlanta Biologicals, Inc., and Eurocell Diagnostics SAS.

/s/ KPMG LLP

Minneapolis Minnesota
August 27, 2018

EX-31.1

Exhibit 31.1

CERTIFICATION

             I, Charles Kummeth, certify that:

1. I have reviewed this annual report on Form 10-K of Bio-Techne Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 27, 2018

/s/ Charles Kummeth 

Charles Kummeth

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

             I, James T. Hippel, certify that:

1. I have reviewed this annual report on Form 10-K of Bio-Techne Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 27, 2018

/s/ James T. Hippel

James T. Hippel

Chief Financial Officer

EX-32.1

Exhibit 32.1

BIO-TECHNE CORPORATION

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bio-Techne Corporation (the “Company”) on Form 10-K for the year ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charles Kummeth, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Charles Kummeth

Charles Kummeth

Chief Executive Officer

August 27, 2018

EX-32.2

Exhibit 32.2

BIO-TECHNE CORPORATION

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Bio-Techne Corporation (the “Company”) on Form 10-K for the year ended June 30, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James T. Hippel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15 (d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ James T. Hippel

James T. Hippel

Chief Financial Officer

August 27, 2018

XML

Document And Entity Information - USD ($) $ in Billions	12 Months Ended
	Jun. 30, 2018	Aug. 23, 2018	Dec. 31, 2017
Document Information [Line Items]
Entity Registrant Name	BIO-TECHNE Corp
Entity Central Index Key	0000842023
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)		37,731,348
Entity Public Float			$ 3.4
Document Type	10-K
Document Period End Date	Jun. 30, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	FY
Amendment Flag	false

XML

Consolidated Statements of Earnings and Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Net sales	$ 642,993	$ 563,003	$ 499,023
Cost of sales	210,850	188,462	162,364
Gross margin	432,143	374,541	336,659
Operating expenses:
Selling, general and administrative	240,636	200,443	140,879
Research and development	55,329	53,514	45,187
Total operating expenses	295,965	253,957	186,066
Operating income	136,178	120,584	150,593
Other income (expense):
Interest expense	(10,188)	(7,361)	(1,748)
Interest income	409	304	249
Other non-operating income (expense), net	(447)	(1,566)	(1,613)
Total other income (expense)	(10,226)	(8,623)	(3,112)
Earnings before income taxes	125,952	111,961	147,481
Income taxes	(198)	35,875	43,005
Net earnings	126,150	76,086	104,476
Other comprehensive income (loss):
Foreign currency translation adjustments	(1,572)	(3,061)	(19,888)
Unrealized gains (losses) on available-for-sale investments, net of tax of $398, $(6,501), and $3,794, respectively	5,693	24,531	(19,924)
Other comprehensive income (loss)	4,121	21,470	(39,812)
Comprehensive income	$ 130,271	$ 97,556	$ 64,664
Earnings per share:
Basic (in dollars per share)	$ 3.36	$ 2.04	$ 2.81
Diluted (in dollars per share)	3.31	2.03	2.80
Cash dividends per common share: (in dollars per share)	$ 1.28	$ 1.28	$ 1.28
Weighted average common shares outstanding:
Basic (in shares)	37,476	37,313	37,194
Diluted (in shares)	38,055	37,500	37,326

XML

Consolidated Statements of Earnings and Comprehensive Income (Parentheticals) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Unrealized (losses) gains on available-for-sale investments, tax	$ 398	$ (6,501)	$ 3,794

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2018	Jun. 30, 2017
Current assets:
Cash and cash equivalents	$ 121,990	$ 91,612
Short-term available-for-sale investments	59,764	66,102
Accounts receivable, less allowance for doubtful accounts of $839 and $696, respectively	120,296	116,830
Inventories	85,648	60,151
Other current assets	10,668	13,330
Total current assets	398,366	348,025
Property and equipment, net	145,348	135,124
Goodwill	597,890	579,026
Intangible assets, net	446,332	452,042
Other assets	5,266	44,002
Total assets	1,593,202	1,558,219
Current liabilities:
Trade accounts payable	18,452	16,856
Salaries, wages and related accruals	23,710	26,602
Accrued expenses	21,403	18,518
Deferred revenue, current	7,067	5,968
Income taxes payable	8,878	2,478
Contingent consideration payable		65,100
Total current liabilities	79,510	135,522
Deferred income taxes	86,293	120,596
Long-term debt obligations	339,000	343,771
Contingent consideration payable		3,300
Other long-term liabilities	9,338	5,403
Shareholders' equity:
Undesignated capital stock, no par; authorized 5,000,000 shares; none issued or outstanding
Common stock, par value $.01 a share; authorized 100,000,000 shares; issued and outstanding 37,607,500 and 37,356,041 shares, respectively	376	374
Additional paid-in capital	246,568	199,161
Retained earnings	876,931	799,027
Accumulated other comprehensive loss	(44,814)	(48,935)
Total shareholders' equity	1,079,061	949,627
Total liabilities and shareholders’ equity	$ 1,593,202	$ 1,558,219

XML

Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 2018	Jun. 30, 2017
Accounts receivable, allowance for doubtful accounts	$ 839	$ 696
Undesignated capital stock, no par (in dollars per share)	$ 0	$ 0
Undesignated capital stock, shares authorized (in shares)	5,000,000	5,000,000
Undesignated capital stock, shares issued (in shares)	0	0
Undesignated capital stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	100,000,000	100,000,000
Common stock, shares issued (in shares)	37,607,500	37,356,041
Common stock, shares outstanding (in shares)	37,607,500	37,356,041

XML

Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balances (in shares) at Jun. 30, 2015	37,153,000
Balance at Jun. 30, 2015	$ 371	$ 163,306	$ 713,851	$ (30,593)	$ 846,935
Net earnings			104,476		104,476
Other comprehensive loss				(39,812)	(39,812)
Surrender and retirement of stock to exercise options (in shares)
Surrender and retirement of stock to exercise options		(31)			$ (31)
Common stock issued for exercise of options (in shares)	69,000				69,000
Common stock issued for exercise of options	$ 1	4,796			$ 4,797
Common stock issued for restricted stock awards (in shares)	23,000
Common stock issued for restricted stock awards			(167)		(167)
Cash dividends			(47,607)		(47,607)
Stock-based compensation expense		9,287			9,287
Tax benefit from exercise of stock options		566			566
Common stock issued to employee stock purchase plan (in shares)	9,000
Common stock issued to employee stock purchase plan		692			692
Employee stock purchase plan expense		144			144
Balances (in shares) at Jun. 30, 2016	37,254,000
Balance at Jun. 30, 2016	$ 372	178,760	770,553	(70,405)	879,280
Net earnings			76,086		76,086
Other comprehensive loss				21,470	21,470
Surrender and retirement of stock to exercise options (in shares)	(3,000)
Surrender and retirement of stock to exercise options		(275)			$ (275)
Common stock issued for exercise of options (in shares)	63,000				63,000
Common stock issued for exercise of options	$ 2	4,509			$ 4,511
Common stock issued for restricted stock awards (in shares)	31,000
Common stock issued for restricted stock awards			(287)		(287)
Cash dividends			(47,325)		(47,325)
Stock-based compensation expense		14,418			14,418
Tax benefit from exercise of stock options		514			514
Common stock issued to employee stock purchase plan (in shares)	11,000
Common stock issued to employee stock purchase plan		1,022			1,022
Employee stock purchase plan expense		213			$ 213
Balances (in shares) at Jun. 30, 2017	37,356,000				37,356,041
Balance at Jun. 30, 2017	$ 374	199,161	799,027	(48,935)	$ 949,627
Net earnings			126,150		126,150
Other comprehensive loss				4,121	$ 4,121
Common stock issued for exercise of options (in shares)	204,000				204,000
Common stock issued for exercise of options	$ 2	17,661			$ 17,663
Common stock issued for restricted stock awards (in shares)	34,000
Common stock issued for restricted stock awards			(273)		(273)
Cash dividends			(47,973)		(47,973)
Stock-based compensation expense		27,959			27,959
Common stock issued to employee stock purchase plan (in shares)	14,000
Common stock issued to employee stock purchase plan		1,506			1,506
Employee stock purchase plan expense		281			$ 281
Balances (in shares) at Jun. 30, 2018	37,608,000				37,607,500
Balance at Jun. 30, 2018	$ 376	$ 246,568	$ 876,931	$ (44,814)	$ 1,079,061

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net earnings	$ 126,150	$ 76,086	$ 104,476
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	64,463	60,036	42,764
Costs recognized on sale of acquired inventory	2,455	3,037	5,431
Deferred income taxes	(46,716)	(3,433)	(2,624)
Stock-based compensation expense	28,240	14,631	9,430
Fair value adjustment to contingent consideration payable	20,100	18,400
Contingent consideration	(26,600)	(11,800)
Gain on investment, net	(397)
Other operating activity	776	2,215	(279)
Change in operating assets and liabilities, net of acquisitions:
Trade accounts and other receivables	(2,700)	(19,686)	(22,981)
Inventories	(13,327)	(732)	(6,626)
Prepaid expenses	2,782	(2,088)	(381)
Trade accounts payable and accrued expenses	5,026	5,695	8,924
Salaries, wages and related accruals	(89)	661	5,725
Income taxes payable	10,204	699	298
Net cash provided by operating activities	170,367	143,721	144,157
Cash flows from investing activities:
Proceeds from sale and maturities of available-for-sale investments	36,390	6,079	776
Purchase of available-for-sale investments	(8,571)	(3,069)
Additions to property and equipment	(20,934)	(15,179)	(16,898)
Acquisitions, net of cash acquired	(67,851)	(253,785)	(91,423)
Investment in unconsolidated entity	21,574	(40,000)
Other investing activities	680		(25)
Net cash used in investing activities	(38,712)	(305,954)	(107,570)
Cash flows from financing activities:
Cash dividends	(47,973)	(47,325)	(47,607)
Proceeds from stock option exercises	19,170	5,257	5,458
Excess tax benefit from stock option exercises		514	566
Borrowings under line-of-credit agreement	55,000	368,500	77,000
Payments on line-of-credit	(59,500)	(116,500)	(58,500)
Contingent consideration	(61,900)	(20,316)
Other financing activities	(3,985)	(1,017)	(287)
Net cash provided by (used in) financing activities	(99,188)	189,113	(23,370)
Effect of exchange rate changes on cash and cash equivalents	(2,089)	495	(3,512)
Net change in cash and cash equivalents	30,378	27,375	9,705
Cash and cash equivalents at beginning of year	91,612	64,237	54,532
Cash and cash equivalents at end of year	$ 121,990	$ 91,612	$ 64,237

XML

Note 1 - Description of Business and Summary of Significant Accounting Policies

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Business Description and Accounting Policies [Text Block]

Note

1.

 Description of Business and Summary of Significant Accounting Policies:

Description of business:

Bio-Techne Corporation and subsidiaries, collectively doing business as Bio-Techne (the Company), develop, manufacture and sell biotechnology and clinical diagnostic products worldwide. With its deep product portfolio and application expertise, Bio-Techne is a leader in providing specialized proteins, including cytokines and growth factors, and related immunoassays, small molecules and other reagents to the research and diagnostics markets.

Use of

e

stimates:

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 recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Payment terms for shipments to end-users are generally net

30

days. Payment terms for distributor shipments

may

range from

30

to

90

days. Freight charges billed to end-users are included in net sales and freight costs are included in cost of sales. Freight charges on shipments to distributors are paid directly by the distributor. Any claims for credit or return of goods must be made within

10

days of receipt. Revenues are reduced to reflect estimated credits and returns. Sales, use, value-added and other excise taxes are

not

included in revenue.

For contracts with multiple element arrangements, the Company allocates the contract’s transaction price to each element on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the list price of each distinct product or service as this represents the best estimate of selling price. Allocation of the transaction price is determined at the contracts’ inception.

Royalty revenues are based on net sales of the Company’s licensed products by a

third

party. We recognize royalty revenues in the period the sales occur based on

third

party evidence received.

Deferred revenues include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on service contracts.

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

$3.8

million

$4.5

million, and

$5.2

million for fiscal

2018,

2017,

and

2016

respectively. 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

not

that 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

fifty

percent likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

See Note

10

for additional information regarding income taxes.

Comprehensive income:

Comprehensive income includes charges and credits to shareholders' equity that are

not

the result of transactions with shareholders. Our total comprehensive income consists of net income, unrealized gains and losses on available-for-sale marketable securities, 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

three

months or less.

Available-for-sale investments:

Available-for-sale investments consist of debt instruments with original maturities of generally

three

months to

six

months 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 excluded from income, but are included, net of taxes, in other comprehensive income. If an "other-than-temporary" impairment is determined to exist, the difference between the value of the investment security recorded in the financial statements and the Company's current estimate of the fair value is recognized as a charge to earnings in the period in which the impairment is determined.

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

not

bear 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

-in,

first

-out method) or net realizable value. The Company regularly reviews inventory on hand for slow-moving and obsolete inventory, inventory

not

meeting quality control standards and inventory subject to expiration. To meet strict customer quality standards, the Company has established a highly controlled manufacturing process for proteins, antibodies and its chemically-based products. These products require the initial manufacture of multiple batches to determine if quality standards can be consistently met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values its manufactured protein and antibody inventory based on a

two

-year forecast and its chemically-based products on a

five

-year forecast. Inventory quantities in excess of the forecast are

not

valued due to uncertainty over salability. 

The company records a lower of cost or net realizable value adjustment to cost of sales for those quantities that are in excess of the manufactured protein and antibody

two

-year forecast and the chemically-based products

five

year forecast. For the years ended

June 30, 2018,

2017,

and

2016

the amount recognized in net sales of inventory sold that was

not

valued is

not

material.

Property and equipment:

Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over an estimated useful life of

five

years. Buildings, building improvements and leasehold improvements are amortized over estimated useful lives of

5

to

40

years.

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

1

year to

20

years. 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

no

such events.

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

may

not

be recoverable. Such circumstances could include, but are

not

limited 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

not

available 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

may

differ from assumed and estimated amounts.

No

triggering events were identified and

no

impairments were recorded for property, plant, and equipment or amortizable intangibles were recorded during fiscal year

2018.

Impairment of goodwill:

We evaluate the carrying value of goodwill during the

fourth

quarter each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Such circumstances could include, but are

not

limited 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

one

reporting 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.

2018

and

2017

Goodwill Impairment Analyses

In completing our

2018

and

2017

annual 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

2017

-

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.

Because our

2018

and

2017

quantitative analyses included all of our reporting units, the summation of our reporting units' fair values was compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.

The quantitative assessment completed as of

June 30, 2018

and

2017

indicated 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.

2016

Goodwill Impairment Analysis

The Company used a qualitative test for all reporting units during the

fourth

quarter for fiscal year

2016

. The company elected to utilize a quantitative test for the Protein Platforms reporting unit for fiscal year

2016

using the previously described income approach given that this is a newer reporting unit created primarily through acquisitions. The qualitative analyses for our other reporting units completed during

2016

evaluated factors including, but

not

limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. In completing these assessments, we noted

no

changes in events or circumstances which indicated that it was more likely than

not

that the fair value of any reporting unit was less than its carrying amount. Based on the testing performed for the Protein Platforms reporting unit, fair value exceeded carrying value by a substantial amount and

no

adjustment to the carrying value of goodwill was necessary.

There has been

no

impairment of goodwill since the adoption of Financial Accounting Standards Board (“FASB”) ASC

350

guidance 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

not

limited 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:

Policy	Note
Fair value measurements		4
Earnings per share		8
Share-based compensation		9
Reportable segments		11

Recently Adopted Accounting Pronouncements

In

July 2015,

the FASB issued ASU

2015

-

11,

Simplifying the Measurement of Inventory

. This provision would require inventory that was previously recorded using

first

-in,

first

-out (“FIFO”) to be recorded at lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this standard on

July 1, 2017.

The application of this standard did

not

have significant impact on our financial statements.

In

March 2016,

the FASB issued ASU

2016

-

09,

Improvements to Employee Share-Based Payment Accounting

. This standard includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. We adopted this standard on

July 1, 2017.

The Company expects its reported provision for income taxes to become more volatile, dependent upon market prices and volume of share-based compensation exercises and vesting of options.

In

March 2018,

the FASB issued ASU

No.

2018

-

05,

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB)

No.

118

. The standard added to the FASB Codification the guidance provided by the SEC in

December 2017

regarding the accounting for the Tax Cuts and Jobs Act ("Tax Act"). We complied with SAB

No.

118

when preparing our annual consolidated financial statements for the year ended

June 30, 2018.

Reasonable estimates were used in determining several of the components of the impact of the Tax Act, including our fiscal

2018

deferred income tax activity and the amount of post-

1986

foreign deferred earnings subject to the repatriation transition tax. We are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of our deferred tax balances and the amount of the repatriation toll charge liability, and ultimately cause us to revise our initial estimates in future periods. In addition, changes in interpretations, assumptions and guidance regarding the Tax Act, as well as the potential for technical corrections, could have a material impact on our effective tax rate in future periods.

In

May 2017,

the FASB issued ASU

No.

2017

-

09,

Scope of Modification Accounting

. The standard provides guidance about which changes to the terms or conditions of a share-based payment award require modification accounting, which

may

result in a different fair value for the award. This ASU is effective for annual periods and interim periods for those annual periods beginning after

December 15, 2017,

which for us is

July 1, 2018.

The guidance is required to be applied prospectively to awards modified on or after the effective date. We elected to early adopt this guidance on

April 1, 2018

in advance of a modification that occurred during the

fourth

quarter. Adoption of this standard did

not

have significant impact on our results of operations or financial position.

Pronouncements Issued but

Not

Yet Adopted

In

May 2014,

the FASB issued ASU

No.

2014

-

09,

Revenue from Contracts with Customers

. The standard provides 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 standard also expands the required financial statement disclosures regarding revenue recognition. The new guidance is effective for us on

July 1, 2018.

In addition, in

March 2016,

the FASB issued ASU

No.

2016

-

08,

Principal versus Agent Considerations (Reporting Revenue Gross versus Net)

, in

April 2016,

the FASB issued ASU

No.

2016

-

10,

Identifying Performance Obligations and Licensing

, and in

May 2016,

the FASB issued ASU

No.

2016

-

12,

Narrow-Scope Improvements and Practical Expedients

. These standards are intended to clarify aspects of ASU

No.

2014

-

09

and are effective for us upon adoption of ASU

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

methods of adoption, retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). We will adopt the standards using cumulative catch-up transition method.

A majority of the Company’s revenue arrangements are routine sales transactions, which generally consist of a single performance obligation to transfer promised goods or service. Therefore, the application of the new guidance including the cumulative effect of the change in the

first

quarter of fiscal year

2019

will

not

have a material impact to the Company’s consolidated financial statements.

In

January 2016,

the FASB issued ASU

No.

2016

-

01,

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

no

longer 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. This ASU is effective using the modified retrospective approach for annual periods and interim periods within those annual periods beginning after

December 15, 2017,

which for us is

July 1, 2018.

This ASU could increase income statement volatility, as changes in the fair value of our equity investments will flow through earnings after adoption.

In

February 2016,

the FASB issued ASU

2016

-

02,

Leases (Topic

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.  In

July 2018,

the FASB issued ASU

No.

2018

-

10,

Codification Improvements to Topic

842,

Leases

, which amends narrow aspects of the guidance in ASU

No.

2016

-

02.

We have established an implementation team to evaluate and identify the impact of the standard on our financial position, results of operations and cash flows. We are currently assessing our leasing arrangements and evaluating the impact of practical expedients. We are

not

able to quantify the impact of the standard at this time.

In

June 2016,

the FASB issued ASU

2016

-

13,

Financial Instruments - Credit Losses (Topic

326

), Measurement of Credit Losses on Financial Instruments

. The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses. 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 within those annual periods beginning after

December 15, 2019,

which for us is

July 1, 2020.

Entities

may

early adopt beginning after

December 15, 2018.

We are currently evaluating the impact of the adoption of ASU

2016

-

13

on our consolidated financial statements.

In

January 2017,

the FASB issued ASU

No.

2017

-

01,

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. This ASU is effective for annual periods and interim periods within those annual periods beginning after

December 15, 2018,

which for us is

July 1, 2019

required to be applied prospectively to transactions occurring on or after the effective date.

In

February 2018,

the FASB issued ASU

No.

2018

-

02,

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 to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act of

2017.

This ASU is effective for annual and interim periods beginning after

December 15, 2018,

which for us is

July 1, 2019.

Early adoption is permitted. We are currently evaluating this ASU and have

not

yet made a decision regarding our policy election or early adoption.

XML

Note 2 - Acquisitions

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note

2.

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.

2018

Acquisitions

Trevigen

On

September 5, 2017

the Company acquired the stock of Trevigen Inc. for approximately

$10.6

million, net of cash received. The Company has had a long-standing business relationship with Trevigen as a distributor of its product line. 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 Biotechnology reportable segment in the

first

quarter of fiscal

2018.

Purchase accounting was finalized during the

fourth

quarter. The preliminary and final fair values of the assets acquired and liabilities assumed are as follows (in thousands):

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value			Final Opening Balance Sheet Allocation
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
Liabilities		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 were adjustments totaling

$1.4

million to goodwill during the measurement period. These 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

income tax return.

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 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 amortization periods for intangible assets acquired in fiscal

2018

are

13

years for developed technology,

11

years for customer relationships, and

1.5

years for trade names. The deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are

not

deductible for income tax purposes.

Atlanta Biologicals

On

January 2, 2018

the Company acquired the stock of Atlanta Biologicals, Inc. and its affiliated company, Scientific Ventures, Inc., for approximately

$51.3

million, net of cash acquired. The transaction was financed through available cash on hand and an additional draw from the Company’s line-of-credit. Atlanta Biologicals fetal bovine serum (FBS) product line strengthens and complements our current tissue culture reagents offering and furthers our efforts to provide more complete solutions to our research customers. 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 Biotechnology reportable segment in the

third

quarter of fiscal

2018.

Purchase accounting was finalized during the

fourth

quarter. The preliminary and final fair values of the assets acquired and liabilities assumed are as follows (in thousands):

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value			Final Opening Balance Sheet Allocation
Current assets, net of cash	$	18,678	$	(2,956	)	$	15,722
Equipment and other long-term assets		4,348		553			4,901
Intangible assets:
Developed technology		9,000		14,700			23,000
Trade name		1,000		1,300			2,300
Customer relationships		1,500		1,400			3,600
Goodwill		21,695		(11,500	)		10,195
Total assets acquired		56,221		3,497			59,718
Liabilities		90		-			90
Deferred income taxes, net		4,845		3,509			8,354
Net assets acquired	$	51,286	$	(12	)	$	51,274
Cash paid, net of cash acquired	$	51,286	$	(12	)	$	51,274

As summarized in the table, there were adjustments totaling

$11.5

million to goodwill during the measurement period. These adjustments primarily relate to refinements made to acquired intangible asset cash flow models, and the calculation of the fair value of acquired inventory.

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 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 amortization periods for intangible assets acquired in fiscal

2018

are

13

years for developed technology,

12

years for customer relationships, and

15

years for trade names. The deferred income tax liability represents the net amount of the estimated future impact of adjustments for costs to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are

not

deductible for income tax purposes.

Eurocell Diagnostics

On

February 1, 2018, the Company

acquired Eurocell Diagnostics SAS a company based in Rennes, France for approximately

$7.3

million, net of cash acquired. 

$6.0

million was paid on the acquisition date and the remaining

$1.3

million will be paid on

February 1, 2019.

The Company has had a long-standing business relationship with Eurocell as a distributor of its product line. Eurocell sells directly to the laboratory markets in the French region as well as servicing the EMEA markets via a network of distributors. The transaction was financed through cash on hand.  The primary asset in this acquisition is the customer relationships, however, the acquisition resulted in some goodwill as we expect strategic benefits of revenue growth from increased market penetration. The goodwill is

not

deductible for income tax purposes. The business became part of the Company’s Diagnostics reportable segment in the

third

quarter of fiscal

2018.

Purchase accounting was finalized during the

fourth

quarter.  The preliminary and final fair values of the assets acquired and liabilities assumed are as follows (in thousands):

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value		Final Opening Balance Sheet Allocation
Current assets, net of cash	$	512	$	-	$	512
Equipment and other long-term assets		188		-		188
Intangible assets:
Customer relationships		6,272		-		6,272
Goodwill		113		2,797		2,910
Total assets acquired		7,085		2,797		9,882
Liabilities		483		-		483
Deferred income taxes, net		2,070		-		2,070
Net assets acquired	$	4,532	$	2,797	$	7,329
Cash paid, net of cash acquired	$	3,136	$	2,797	$	5,933
Consideration payable	$	1,396	$	-	$	1,396

As summarized in the table, there were adjustments totaling

$2.8

million to goodwill during the measurement period. These adjustments primarily relate to the finalization of our opening balance sheet audit procedures and identification of acquired assets.

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 customer relationships was based on management's forecasted cash inflows and outflows using a multi-period excess earnings method to calculate the fair value of assets purchased. Amortization expense related 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 acquired in fiscal

2018

is

7

years. The deferred income tax liability represents the net amount of the estimated future impact of intangible asset amortization, which is

not

deductible for income tax purposes.

2017

Acquisitions

Advanced Cell Diagnostics (ACD)

On

August 1, 2016,

the Company acquired ACD for approximately

$258.0

million, net of cash acquired, plus contingent consideration of up to

$75.0

million as follows:

● $25.0 million if calendar year 2016 revenues equal or exceed $30.0 million.

● an additional $50.0 million if calendar year 2017 revenues equal or exceed $45.0 million.

The Company paid approximately

$247.0

million, net of cash acquired and the working capital adjustments, as of the acquisition date. The remaining

$11.0

million was paid to current employees who held ACD unvested stock as of the acquisition date. In order to receive payment for unvested shares, the individuals had to remain employees of ACD over an

18

-month vesting period which extended from the acquisition date through

March 31, 2018.

Any amounts that would have been owed to individuals who left the company during the vesting period was pooled together and distributed amongst the other former ACD shareholders at the end of the vesting period. Management determined that

$3.6

million of the

$11.0

million represented purchase price consideration paid for pre-acquisition services. However, the remaining

$7.4

million represented compensation expense as the amount the individual employees received was tied to future service. This liability recorded on the Consolidated Balance Sheets under the caption “Salaries, wages and related accruals” for the fiscal year ended

June 30, 2017.

During the

third

quarter of fiscal

2017,

management determined that the calendar year

2016

revenue milestone was met. During the

third

quarter of fiscal

2018,

management determined that the calendar year

2017

revenue milestone was met. Refer to Note

4

for discussion of this item as well as discussion of the changes to the fair value estimate for the calendar year revenue milestones as of

June 30, 2018

and

2017.

The goodwill recorded as a result of the ACD acquisition represents the strategic benefits of growing the Company's product portfolio and the expected revenue growth from increased market penetration from future products and customers. The goodwill is

not

deductible for income tax purposes. The business became part of the Company’s Biotechnology reportable segment in the

first

quarter of

2017.

As previously disclosed, ACD was acquired on

August 1, 2016.

The unaudited pro forma financial information below summarizes the combined results of operations for Bio-Techne and ACD as though the companies were combined as of the beginning fiscal

2016.

The pro forma financial information for all periods presented includes the purchase accounting effects resulting from these acquisitions except for the increase in inventory to fair value and the fair value adjustments to contingent consideration as these are

not

expected to have a continuing impact on cost of goods sold or selling, general and administrative expense, respectively. The pro forma financial information as presented below is for informational purposes only and is

not

indicative of the results of operations that would have been achieved if the acquisitions had taken place at the beginning of fiscal

2016.

 

	Year Ended
	June 30,
	2017		2016
Net sales	$	564,220	$	523,840
Net income		99,380		110,536

Space Import-Export, Srl

On

July 1, 2016,

the Company acquired Space Import-Export, Srl (Space) of Milan, Italy for approximately

$9.0

million.

$6.7

million was paid on the acquisition date and the remaining

$2.3

million was paid during the

first

quarter of fiscal year

2018.

Space was a long-time distribution partner of the Company in the Italian market. The acquisition resulted in goodwill as we expect strategic benefits of revenue growth from increased market penetration. The goodwill is

not

deductible for income tax purposes. The business became part of the Company’s Biotechnology reportable segment in the

first

quarter of

2017.

2016

Acquisitions

Zephyrus Biosciences, Inc.

On

March 14, 2016,

the Company acquired Zephyrus Biosciences, Inc. (Zephyrus) for

$8.0

million in cash and up to

$7.0

million in contingent consideration. Zephyrus provides research tools to enable protein analysis at the single cell level. Addressing the burgeoning single cell analysis market, Zephyrus's

first

product, Milo™, enables western blotting on individual cells for the

first

time. The acquisition was funded with cash on hand. The purchase price of Zephyrus exceeded the preliminary estimated fair value of the identifiable net assets and, accordingly, the difference was allocated to goodwill, substantially all of which is

not

tax deductible. Zephryus is included in the Company's Protein Platforms segment.

In connection with the Zephyrus acquisition, the Company recorded

$7.4

million of in process research and development which is

not

amortized until it is converted to developed technology which occurs once a sale of its product is completed. In the

first

quarter of fiscal

2017,

the Company transferred the balance of in process research and development to developed technology and began amortizing the intangible asset after Zephyrus made its

first

sale. The intangible asset amortization for the developed technology is

not

deductible for income tax purposes.

The acquisition included contingent payments up to

$7.0

million. 

$3.5

million paid if and when

10

instruments are sold prior to the

3

-year anniversary of the closing date (

March 14, 2019)

and an additional

$3.5

million if and when

$3.0

million in cumulative sales are generated within

4.5

years of the closing date (

September 14, 2020).

The Company made a

$3.5

million payment in the

third

quarter of fiscal

2017

after Zephyrus sold its

tenth

instrument and a

$3.5

million payment in the

fourth

quarter of fiscal

2018

after Zephyrus met the

$3.0

million revenue milestone. Refer to Note

4

for discussion of these payments as well as discussion of the changes to the fair value estimate for these milestones as of

June 30, 2018

and

2017.

The goodwill recorded as a result of the Zephyrus acquisition represents the strategic benefits of growing the Company's product portfolio and the expected revenue growth from increased market penetration from future products and customers. The goodwill is

not

deductible for income tax purposes.

Cliniqa Corporation

On

July 8, 2015,

the Company acquired Cliniqa Corporation (Cliniqa) for approximately

$82.9

million. Cliniqa specializes in the manufacturing and commercialization of blood chemistry quality controls and calibrators as well as bulk reagents used for the clinical diagnostic market to further expand and complement our Diagnostics solutions. The acquisition was funded with cash on hand and funds obtained from our revolving credit facility. The purchase price of Cliniqa exceeded the fair value of the identifiable net assets and, accordingly, the difference was allocated to goodwill. Cliniqa is included in the Company's Diagnostics segment.

The goodwill recorded as a result of the Cliniqa acquisition represents the strategic benefits of growing the Company's product portfolio and the expected revenue growth from increased market penetration from future products and customers. The goodwill is

not

deductible for income tax purposes.

The aggregate purchase price of the acquisitions was allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the fiscal year

2017

and

2016

acquisitions (in thousands):

	ACD		Space		Zephyrus		Cliniqa
Current assets, net of cash	$	15,824	$	2,128		56		11,926
Equipment		2,757		159		32		1,436
Other long-term assets		3,812		-		-		58
Intangible Assets:
Developed technology		150,000		-		8,300		18,000
Trade name		21,900		-		-		1,100
Customer relationships		6,300		6,769		-		27,000
Goodwill		143,967		3,517		8,686		42,669
Total assets acquired		344,560		12,573		17,074		102,189
Liabilities		4,179		1,445		53		1,508
Deferred income taxes, net		52,743		2,125		2,521		17,793
Net assets acquired	$	287,638	$	9,003	$	14,500	$	82,888
Cash paid, net of cash acquired	$	247,038	$	6,747		8,000		82,888
Consideration payable		3,600		2,256		-		-
Contingent consideration payable		37,000		-		6,500		-
Net assets acquired	$	287,638	$	9,003	$	14,500	$	82,888

Tangible assets acquired, net of liabilities assumed, were stated at fair value at the date of acquisition based on management's assessment. The purchase price allocated to developed technology, trade names, non-compete agreements 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 Consolidated Statements of Earnings and Comprehensive Income. Amortization expense related to trade names, the non-compete agreement and customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statements of Earnings and Comprehensive Income. The deferred income tax liability represents the estimated future impact of adjustments for the cost to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are

not

deductible for income tax purposes, and the future tax benefit of net operating loss and tax credit carryforwards which will be deductible by the Company in future periods.

XML

Note 3 - Supplemental Balance Sheet and Cash Flow Information

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Supplemental Balance Sheet Disclosures [Text Block]

Note

3.

Supplemental Balance Sheet and Cash Flow Information:

Available-For-Sale Investments:

The fair value of the Company's available-for-sale investments as of

June 30, 2018

and

June 30, 2017

were

$59.8

million and

$66.1

million, respectively. The decrease was caused by the sale of

$26.9

million of the Company’s investment in ChemoCentryx, Inc. (CCXI) in the

fourth

quarter of fiscal

2018

and the maturity of

$2.1

million in corporate bond securities held by Advanced Cell Diagnostics (ACD). This decrease was partially offset by year-over-year increases in the stock price of CCXI, from

$9.36

per share at

June 30, 2017 

to

$13.17

per share at

June 30, 2018

resulting in a

$15.7

million increase in the fair value of the Company's investment in CCXI. The amortized cost basis of the Company's investment in CCXI as of

June 30, 2018

and

2017

was

$18.8

million and

$29.5

million, respectively.

The unrealized gain (loss) on available-for-sale investments for fiscal

2018

includes a

$35.4

million unrealized gain related to our investment in CCXI. As of

June 30, 2018,

the stock price of CCXI was

$13.17

per share compared to our cost basis of

$4.73

per share.

Inventories:

Inventories consist of (in thousands):

	June 30,
	201 8		201 7
Raw materials	$	30,956	$	22,074
Finished goods		54,692		38,077
Inventories, net	$	85,648	$	60,151

Property and Equipment:

Property and equipment consist of (in thousands):

	June 30,
	2018			2017
Cost:
Land	$	7,065		$	6,270
Buildings and improvements		170,110			158,495
Machinery, equipment and other		107,625			98,596
Property and equipment		284,800			263,361
Accumulated depreciation and amortization		(139,452	)		(128,237	)
Property and equipment, net	$	145,348		$	135,124

Intangibles assets were comprised of the following (in thousands):

				June 30,
	Useful Life (years)			2018			201 7
Developed technology	9	-	15	$	305,303		$	276,959
Trade names	2	-	20		89,608			87,092
Customer relationships	7	-	16		212,228			204,243
Non-compete agreements	3	-	5		-			3,264
Patents		10			1,401			633
Intangible assets					608,540			572,191
Accumulated amortization					(162,208	)		(120,149	)
Intangibles assets, net				$	446,332		$	452,042

Changes to the carrying amount of net intangible assets consist of (in thousands):

	June 30,
	2018			2017
Beginning balance	$	452,042		$	310,524
Acquisitions		40,673			185,869
Other additions		908			976
Amortization expense		(47,076	)		(44,393	)
Currency translation		(215	)		(934	)
Ending balance	$	446,332		$	452,042

Amortization expense related to technologies included in cost of sales was

$25.3

million

$23.1

million, and

$11.1

million in fiscal

2018,

2017,

and

2016,

respectively. Amortization expense related to trade names, customer relationships, non-compete agreements, and patents included in selling, general and administrative expense was

$21.6

million,

$21.3

million, and

$18.3

million, in fiscal

2018,

2017,

and

2016

respectively.

The estimated future amortization expense for intangible assets as of

June 30, 2018

is as follows (in thousands):

2019	$	47,841
2020		47,137
2021		46,772
2022		45,060
2023		43,176
Thereafter		216,346
Total	$	446,332

Changes in goodwill by reportable segment and in total consist of (in thousands):

	Biotechnology			Protein Platforms			Diagnostics			Total
June 30, 2016	$	108,723		$	218,889		$	103,270		$	430,882
Acquisitions (Note 2)		147,484			-			-			147,484
Prior year acquisitions		-			1,809			-			1,809
Currency translation		(1,277	)		128			-			(1,149	)
June 30, 2017	$	254,930		$	220,826		$	103,270		$	579,026
Acquisitions (Note 2)		16,186			-			2,910			19,096
Currency translation		759			(815	)		(176	)		(232	)
June 30, 2018	$	271,875		$	220,011		$	106,004		$	597,890

Other Assets:

Other assets consist of (in thousands):

	June 30,
	2018		2017
Investments	$	2,606	$	40,385
Other		2,660		3,617
Other long-term assets	$	5,266	$	44,002

As of

June 30, 2018,

the Company had

$5.3

million of other assets compared to

$44.0

million as of

June 30, 2017.

The decrease was due to the impairment and sale of its investment in Astute Medical, Inc. (Astute) during fiscal

2018.

  The Company held a

16.4%

ownership interest in Astute and accounted for the investment under the cost method. During the

third

quarter of fiscal

2018,

the Company learned that Astute intended to accept an offer to sell the company to a

third

party. As a result of this triggering event, the Company completed an impairment assessment and determined that a portion of its investment in Astute was other-than-temporarily impaired and adjusted the carrying value of its investment by

$16.2

million to other income (expense) in the accompanying Consolidated Statements of Earnings and Comprehensive Income. During the

fourth

quarter of fiscal

2018,

the Company decreased its investment in Astute by another

$22.5

million after receiving cash payment upon the closing of the acquisition. As of

June 30, 2018,

the Company has a

$1.3

million remaining investment in Astute for the additional cash payment it expects to receive upon liquidation of the escrow account.

Supplemental

C

ash

F

low

I

nformation

:

Supplemental cash flow information was as follows (in thousands):

	Year Ended June 30,
	2018		2017		2016
Income taxes paid	$	35,076	$	42,900	$	44,900
Interest paid		9,844		7,452		1,661
Non-cash activities:
Acquisition-related liabilities (1)		1,396		32,856		42,259

(

1

)

Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note

4.

XML

Note 4 - Fair Value Measurements

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]

Note

4.

Fair Value Measurements:

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

levels. Level

1

inputs are quoted prices in active markets for identical assets or liabilities. Level

2

inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are

not

active, and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level

3

inputs are unobservable for the asset or liability and their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least

one

significant model assumption or input is unobservable. Level

3

may

also include certain investment securities for which there is limited market activity or a decrease in the observability of market pricing for the investments, such that the determination of fair value requires significant judgment or estimation.

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 a s of		Fair Value Measurements Using Inputs Considered as
	June 30, 2018		Level 1		Level 2		Level 3
Assets
Equity securities (1)	$	54,286	$	54,286	$	-	$	-
Certificates of deposit (1)		5,478		5,478		-		-
Total Assets	$	59,764	$	59,764	$	-	$	-
Liabilities
Contingent Consideration	$	-	$	-	$	-	$	-

	Total carrying value a s of		Fair Value Measurements Using Inputs Considered as
	June 30, 201 7		Level 1		Level 2		Level 3
Assets
Equity securities (1)	$	59,616	$	59,616	$	-	$	-
Certificates of deposit  (1)		4,429		4,429		-		-
Corporate bond securities (1)		2,057		-		2,057		-
Total Assets	$	66,102	$	64,045	$	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

assets. We value our Level

2

assets using inputs that are based on market indices of similar assets within an active market. All of our Level

2

assets outstanding as of

June 30, 2017

had maturity dates of less than

one

year and were sold during fiscal

2018.

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

incur impairment charges for securities in our investment portfolio. We

may

also incur changes to our contingent consideration liability as discussed below.

In connection with the Advanced Cell Diagnostics (ACD) acquisition discussed in Note

2,

as well as with the Zephyrus and CyVek acquisitions which occurred in prior years, we were required to make contingent payments, subject to the entities achieving certain sales and revenue thresholds. The contingent consideration payments were up to

$35.0

million,

$7.0

million and

$75.0

million related to the CyVek, Zephyrus, and ACD acquisitions, respectively. 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

million (

$35.0

million for CyVek,

$6.5

million for Zephyrus, and

$37.0

million for ACD) and was estimated by discounting to present value the probability-weighted contingent payments expected to be made. Assumptions used in these calculations include units sold, expected revenue, discount rate and various probability factors. The ultimate settlement of contingent consideration could deviate from current estimates based on the actual results of these financial measures. This liability is considered to be a Level

3

financial liability that is re-measured each reporting period. The change in fair value of contingent consideration for these acquisitions is included in general and administrative expense.

In fiscal

2018,

the Company made

$88.5

million in cash payments towards the ACD, CyVek and Zephyrus contingent consideration liabilities after it determined certain sales and revenue thresholds were met. Of the

$88.5

million in total payments,

$61.9

million is classified as financing on the statement of cash flows. The remaining

$26.6

million is recorded as operating on the statement of cash flows as it represents the consideration liability that exceeds the amount of the contingent consideration liability recognized at the acquisition date. The Company has

no

remaining contingent consideration liabilities as of

June 30, 2018.

In fiscal

2017,

the Company made

$28.5

million (

$3.5

million for Zephyrus and

$25.0

million for ACD) in cash payments towards the ACD and Zephyrus contingent consideration liabilities after it determined that certain sales and revenue thresholds were met. Of the

$28.5

million in total payments,

$16.7

million is classified as financing on the statement of cash flows. The financing component represents the portion of the total liability that was recognized at the acquisition date. The remaining

$11.8

million is recorded within operating cash flows as it represents the consideration liability that exceed the amount of the contingent consideration liability recognized at the acquisition date. 

The following table presents a reconciliation of the liability measured at fair value on a recurring basis using significant unobservable inputs (Level

3

) (in thousands):

	June 30,
	2018			2017
Fair value at the beginning of period	$	68,400		$	38,500
Purchase price contingent consideration (Note 2)		-			40,000
Payments		(88,500	)		(28,500	)
Change in fair value of contingent consideration		20,100			18,400
Contingent consideration payable	$	-		$	68,400

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.

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Note 5 - Debt and Other Financing Arrangements

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Debt Disclosure [Text Block]

Note

5

. Debt and Other Financing Arrangements:

The Company entered into revolving line-of-credit facility governed by a Credit Agreement (the Credit Agreement) on

July 28, 2016.

The Credit Agreement provides for a revolving credit facility of

$400

million, which can be increased by an additional

$200

million subject to certain conditions. Borrowings under the Credit Agreement

may

be used for working capital and expenditures of the Company and its subsidiaries, including financing permitted acquisitions. Borrowings under the Credit Agreement for base rate loans bear interest at a variable rate equal to the greater of (i) the prime commercial rate, (ii) the per annum federal funds rate plus

0.5%,

or (iii) LIBOR +

1.00%

-

1.75%

depending on the existing total leverage ratio of Debt to Earnings Before Interest, Taxes, Depreciation and Amortization (as defined in the Credit Agreement). The annualized fee for any unused portion of the credit facility is currently

25

basis points.

The Credit Agreement would have matured on

July 

28,

2021

and contains customary restrictive and financial covenants and customary events of default. As of

June 

30,

2018,

the outstanding balance under the Credit Agreement was

$339.0

million.

In connection with the acquisition of Exosome Diagnostics, Inc. on

August 1, 2018,

the Company entered into a new credit facility that provides for a revolving credit facility of

$600

million, which can be increased by an additional

$200

million subject to certain conditions, and a term loan of

$250

million.  The credit facility is governed by a Credit Agreement dated

August 1, 2018 and matures on August 1, 2023.

This facility replaced the revolving line-of-credit facility mentioned above and bears interest at a variable rate.

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Note 6 - Commitments and Contingencies

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note

6.

Commitments and Contingencies: 

The Company leases office and warehouse space, vehicles and various office equipment under operating leases. At

June 30, 2018,

aggregate net minimum rental commitments under non-cancelable leases having an initial or remaining term of more than

one

year are payable as follows (in thousands):

2019	$	10,654
2020		10,527
2021		10,281
2022		10,524
2023		10,411
Thereafter		37,900
Total	$	90,297

Total rent expense was approximately

$10.8

million,

$9.8

million, and

$8.1

million for the years ended

June 30, 2018,

2017,

and

2016,

respectively.

The Company is routinely subject to claims and involved in legal actions which are incidental to the business of the Company. Although it is difficult to predict the ultimate outcome of these matters, management believes that any ultimate liability will

not

materially affect the consolidated financial position or results of operations of the Company.

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Note 7 - Accumulated Other Comprehensive Income

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Comprehensive Income (Loss) Note [Text Block]

Note

7.

Accumulated Other Comprehensive Income: 

Changes in accumulated other comprehensive income (loss), net of tax, at

June 30

consists of (in thousands):

	Unrealized Gains (Losses) on Available- for-Sale Investments			Foreign Currency Translation Adjustments			Total
Balance June 30, 2015	$	14,382			(44,975	)	$	(30,593	)
Other comprehensive income (loss) before reclassifications		(19,924	)		(19,888	)		(39,812	)
Balance June 30, 2016	$	(5,542	)		(64,863	)	$	(70,405	)
Other comprehensive income (loss) before reclassifications		24,531			(3,061	)		21,470
Balance June 30, 2017	$	18,989			(67,924	)	$	(48,935	)
Other comprehensive income (loss) before reclassifications		18,108			(1,572	)		16,536
Amounts reclassified from accumulated other comprehensive loss to income		(12,415	)		-			(12,415	)
Balance June 30, 2018	$	24,682			(69,496	)	$	(44,814	)

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Note 8 - Earnings Per Share

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Earnings Per Share [Text Block]

Note

8.

Earnings Per Share:

The following table reflects the calculation of basic and diluted earnings per share (in thousands, except per share amounts):

	Year Ended June 30,
	2018			2017			2016
Earnings per share – basic:
Net income	$	126,150		$	76,086		$	104,476
Income allocated to participating securities		(108	)		(65	)		(52	)
Income available to common shareholders	$	126,042		$	76,021		$	104,424
Weighted-average shares outstanding – basic		37,476			37,313			37,194
Earnings per share – basic	$	3.36		$	2.04		$	2.81
Earnings per share – diluted:
Net income	$	126,150		$	76,086		$	104,476
Income allocated to participating securities		(108	)		(65	)		(52	)
Income available to common shareholders	$	126,042		$	76,021		$	104,424
Weighted-average shares outstanding – basic		37,476			37,313			37,194
Dilutive effect of stock options and restricted stock units		579			187			132
Weighted-average common shares outstanding – diluted		38,055			37,500			37,326
Earnings per share – diluted	$	3.31		$	2.03		$	2.80

Basic net income per common share is calculated based on the weighted average number of common shares outstanding during the period. Diluted net income per common share is computed by dividing net income by the weighted average number of common and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares of our stock result from dilutive common stock options and restricted stock units. We use the treasury stock method to calculate the weighted-average shares used in the diluted earnings per share computation. Under the treasury stock method, the proceeds from exercise of an option, the amount of compensation cost, if any, for future service that we have

not

yet recognized, and the amount of estimated tax benefits that would be recorded in paid-in capital, if any, when the option is exercised are assumed to be used to repurchase shares in the current period.

The dilutive effect of stock options 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

0.9

million,

2.0

million, and

1.2

million for the fiscal years ended

June 30, 2018,

2017

and

2016,

respectively.

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Note 9 - Share-based Compensation and Other Benefit Plans

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note

9.

 Share-based Compensation and Other Benefit Plans:

The cost of employee services received in exchange for the award of equity instruments is based on the fair value of the award at the date of grant. Compensation cost is recognized using a straight-line method over the vesting period and is net of estimated forfeitures. Stock option exercises and stock awards are satisfied through the issuance of new shares. 

Equity incentive plan:

The Company's Second Amended and Restated

2010

Equity Incentive Plan (the Second A&R

2010

Plan) provides for the granting of incentive and nonqualified stock options, restricted stock, restricted stock units, performance shares, performance units and stock appreciation rights. There are

6.6

million shares of common stock authorized for grant under the Second A&R

2010

Plan. At

June 30, 2018,

there were

2.4

million shares of common stock available for grant under the Second A&R

2010

Plan. The maximum term of incentive options granted under the Second A&R

2010

Plan is

ten

years. The Second A&R

2010

Plan amended and restated the Company's Amended and Restate

2010

Equity Incentive Plan (the A&R

2010

Plan). The A&R

2010

Plan replaced the Company's

1998

Nonqualified Stock Option Plan (the

1998

Plan). The Second A&R

2010

Plan and the

1998

Plan (collectively, the Plans) are administered by the Board of Directors and its Executive Compensation Committee, which determine the persons who are to receive awards under the Plans, the number of shares subject to each award and the term and exercise price of each award. The number of shares of common stock subject to outstanding awards as of

June 30, 2018

under the Second A&R

2010

Plan and the

1998

Plan were

3.4

million and

35,000,

respectively.  On

April 26, 2018

the Compensation Committee of the Board of Directors approved a modification to the Equity Incentive Plan.   The modification implements a new retirement policy that permits retirees to continue vesting in certain time-based stock options granted during employment, resulting in accelerated stock compensation expense for those employees meeting the definition of retirement eligible.  This modification resulted in an additional

$8.3

million of expense during fiscal year

2018

and affected all employees who participate in the plan.

The fair values of options granted under the Plans were estimated on the date of grant using the Black-Scholes option-pricing model with the following assumptions used:

	Year Ended June 30,
	2018			2017			2016
Dividend yield		1.1%			1.2%			1.2%
Expected volatility	20%	-	21%	21%	-	24%	20%	-	23%
Risk-free interest rates	1.7%	-	2.8%	1.0%	-	1.9%	1.2%	-	1.9%
Expected lives (years)		4.7			4.7			4.8

The dividend yield is based on the Company's historical annual cash dividend divided by the market value of the Company's common stock. The expected annualized volatility is based on the Company's historical stock price over a period equivalent to the expected life of the option granted. The risk-free interest rate is based on U.S. Treasury constant maturity interest rates with a term consistent with the expected life of the options granted.

Stock option activity under the Plans for the

three

years ended

June 30, 2018,

consists of the following (shares in thousands): 

	Number of Shares (in thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (millions)		Weighted Average Contractual Life (years)
Outstanding at June 30, 2015		1,137		$	81.57
Granted		805			105.16
Forfeited		(54	)		99.68
Exercised		(69	)		69.82
Outstanding at June 30, 2016		1,819		$	91.91
Granted		1,135			107.42
Forfeited		(70	)		99.11
Exercised		(63	)		71.81
Outstanding at June 30, 2017		2,821		$	98.42
Granted		1,087			120.67
Forfeited		(252	)		86.62
Exercised		(204	)		111.51
Outstanding at June 30, 2018		3,452		$	105.17	$	144.7		4.8
Exercisable at June 30, 2016:		596			75.74
Exercisable at June 30, 2017:		843			82.93
Exercisable at June 30, 2018:		1,151			90.75	$	65.8		3.8

The weighted average fair value of options granted during fiscal

2018,

2017

and

2016

was

$22.07,

$18.21,

and

$18.50

respectively. The total intrinsic value of options exercised during fiscal

2018,

2017

and

2016

were

$10.6

million,

$2.3

million, and

$2.4

million respectively. The total fair value of options vested during fiscal

2018,

2017

and

2016

were

$8.8

million,

$5.0

million, and

$2.0

million respectively.

Restricted common stock activity under the Plans for the

three

years ended

June 30, 2018,

consists of the following (units in thousands):

	Number of Shares (in thousands)			Weighted Average Grant Date Fair Value		Weighted Average R emaining Contractual Term (years)
Unvested at June 30, 2015		19		$	83.94
Granted		20			99.53
Vested		(16	)		83.58
Forfeited		-			-
Unvested at June 30, 2016		23		$	98.03
Granted		24			104.94
Vested		(15	)		92.62
Forfeited		-			-
Unvested at June 30, 2017		32		$	105.80
Granted		20			125.05
Vested		(17	)		104.66
Forfeited		-			-
Unvested at June 30, 2018		35		$	117.39		6.2

The total fair value of restricted shares that vested was

$1.7

million for fiscal

2018,

$1.4

million for fiscal

2017

and

$1.4

million for fiscal

2016.

Restricted stock unit activity under the Plans for the

three

years ended

June 30, 2018,

consists of the following (units in thousands):

	Number of Units (in thousands)			Weighted Average Grant Date Fair Value		Weighted Average R emaining Contractual Term (years)
Outstanding at June 30, 2015		29		$	93.51
Granted		35			105.01
Vested		(5	)		92.15
Forfeited		-			-
Outstanding at June 30, 2016		59		$	100.40
Granted		65			109.36
Vested		(9	)		92.94
Forfeited		(4	)		98.04
Outstanding at June 30, 2017		111		$	106.39
Granted		71			129.99
Vested		(16	)		95.46
Forfeited		(18	)		115.01
Outstanding at June 30, 2018		148		$	117.95		5.5

The total fair value of restricted stock units that vested was

$1.6

million for fiscal

2018,

$0.9

million for fiscal

2017

and

$0.5

million for fiscal

2016.

The restricted stock units vest over a

three

-year period.

Stock-based compensation cost of

$28.2

million,

$14.6

million, and

$9.4

million was included in selling, general and administrative expense in fiscal

2018,

2017

and

2016,

respectively. The income tax benefit associated with stock-based compensation costs was

$0.5

million and

$0.6

million in fiscal

2017,

and

2016,

respectively. As of

June 30, 2018,

there was

$26.7

million of unrecognized compensation cost related to non-vested stock options, non-vested restricted stock units and non-vested restricted stock which will be expensed in fiscal

2019

through

2022

using a

3%

forfeiture rate. The weighted average period over which the compensation cost is expected to be recognized is

2.1

years.

Employee stock purchase plan: 

In fiscal year

2015,

the Company established the Bio-Techne Corporation

2014

Employee Stock Purchase Plan (ESPP), which was approved by the Company's shareholders on

October 30, 2014,

and which is designed to comply with IRS provisions governing employee stock purchase plans.

200,000

shares were allocated to the ESPP. The Company recorded expense of

$281,000,

$213,000

and

$144,000

expense for the ESPP in fiscal

2018,

2017

and

2016,

respectively.

Profit sharing and savings plans:

The Company has profit sharing and savings plans for its U.S. employees, which conform to IRS provisions for

401

(k) plans. The Company makes matching contributions to the Plan. The Company has recorded an expense for contributions to the plans of

$2.5

million,

$2.2

million, and

$1.2

million for the years ended

June 30, 2018, 

2017,

and

2016,

respectively. The Company operates defined contribution pension plans for its U.K. employees. The Company has recorded an expense for contributions to the plans of

$1.4

million,

$0.8,

and

$0.8

million for the years ended

June 30, 2018,

2017

and

2016,

respectively.

Performance incentive programs:

In fiscal

2018,

under certain employment agreements and a Management Incentive Plan available to executive officers and certain management personnel, the Company recorded cash bonuses of

$7.2

million, granted options for 

553,750

shares of common stock, issued

14,194

restricted common shares and

35,174

restricted stock units. In fiscal

2017

and fiscal

2016,

the Company recorded cash bonuses of

$4.7

million and

$4.2

million, granted options for

896,778

and

620,917

shares of common stock, and issued

16,653

and

11,522

restricted common stock shares and

39,931

and

26,583

restricted stock, respectively.

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Note 10 - Income Taxes

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note

10.

Income Taxes:

Income before income taxes was comprised of the following (in thousands):

	Year Ended June 30,
	2018		2017		2016
Domestic	$	81,557	$	81,721	$	120,154
Foreign		44,395		30,240		27,327
Income before income taxes	$	125,952	$	111,961	$	147,481

The provision for income taxes consisted of the following (in thousands):

	Year Ended June 30,
	2018			2017			2016
Taxes on income consist of:
Currently tax provision:
Federal	$	28,416		$	28,462		$	34,805
State		5,315			4,051			2,958
Foreign		11,983			8,212			7,579
Total current tax provision		45,714			40,725			45,342
Deferred tax provision:
Federal		(40,378	)		(901	)		1,906
State		(1,381	)		(968	)		(428	)
Foreign		(4,154	)		(2,981	)		(3,815	)
Total deferred tax provision		(45,912	)		(4,850	)		(2,337	)
Total income tax provision	$	(198	)	$	35,875		$	43,005

On

December 22, 2017,

the U.S. government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act makes broad and complex changes to the U.S. tax code which impacted our fiscal year ended

June 30, 2018.  These impacts include, but are 

not

limited to, (

1

) reducing the U.S. federal corporate tax rate, (

2

) requiring a

one

-time transition tax on certain unrepatriated earnings of foreign subsidiaries that

may

electively be paid over

eight

years, and (

3

) accelerated

first

year expensing of certain capital expenditures. The Tax Act reduced the federal corporate tax rate from 

35%

 to 

21%

 effective

January 1, 2018.

Internal Revenue Code Section

15

provides that for our fiscal year ended

June 30, 2018

we calculate a blended corporate tax rate of

28.1%,

which is based on a proration of the applicable tax rates before and after effective date of the Tax Act. The statutory tax rate of 

21%

 will apply for fiscal

2019

and beyond.

The Tax Act also puts in place new tax laws that will impact our taxable income beginning in fiscal

2019,

which include, but are

not

limited to (

1

) creating a Base Erosion Anti-abuse Tax (BEAT), which is a new minimum tax, (

2

) generally eliminating U.S. federal income taxes on dividends from foreign subsidiaries, (

3

) a new provision designed to tax currently global intangible low-taxed income (GILTI), (

4

) a provision that could limit the amount of deductible interest expense, (

5

) the repeal of the domestic production activity deduction, (

6

) additional limitations on the deductibility of certain executive compensation, and (

7

) limitations on the utilization of foreign tax credits to reduce the U.S. income tax liability.

Shortly after the Tax Act was enacted, the SEC staff issued Staff Accounting Bulletin

No.

118,

Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB

118

) which provides guidance on accounting for the Tax Act’s impact. SAB

118

provides a measurement period, which in

no

case should extend beyond

one

year from the Tax Act enactment date, during which a company acting in good faith

may

complete the accounting for the impacts of the Tax Act under ASC Topic

740.

In accordance with SAB

118,

the Company must reflect the income tax effects of the Tax Act in the reporting period in which the accounting under ASC Topic

740

is complete.  In March

2018,

the FASB issued ASU

No.

2018

-

05,

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB)

No.

118

. which added FASB Codification the guidance provided by the SEC in

December 2017. 

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

reporting period in which a reasonable estimate can be determined. If a Company cannot determine a provisional estimate to be included in the financial statements, the Company should continue to apply ASC

740

based on the provisions of the tax laws that were in effect immediately prior to the Tax Act being enacted. If a Company is unable to provide a reasonable estimate of the impacts of the Tax Act in a reporting period, a provisional amount must be recorded in the

first

reporting period in which a reasonable estimate can be determined.

We complied with SAB

No.

118

when preparing our annual consolidated financial statements for the year ended

June 30, 2018.

Reasonable estimates were used in determining several of the components of the impact of the Tax Act, including our fiscal

2018

deferred income tax activity and the amount of post-

1986

foreign deferred earnings subject to the repatriation transition tax. We are still analyzing certain aspects of the Tax Act including state tax implications and refining our calculations, which could potentially affect the measurement of our deferred tax balances and the amount of the repatriation toll charge liability, and ultimately cause us to revise our initial estimates in future periods. In addition, changes in interpretations, assumptions and guidance regarding the Tax Act, as well as the potential for technical corrections, could have a material impact on our effective tax rate in future periods.

Transition Tax: The transition 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. 

In order to determine the amount of the Transition Tax, we must determine, in addition to other factors, the amount of post-

1986

E&P of the relevant subsidiaries, as well as the amount of non-U.S. income taxes paid on such earnings. E&P is similar to retained earnings of the subsidiary but requires other adjustments to conform to U.S. tax rules. We are able to make a reasonable estimate of the transition tax and recorded a provisional transition tax obligation of 

$3.3

million which the Company expects to elect to pay, net of certain tax credit carryforwards, over

eight

years beginning in fiscal year

2019.

Of this liability,

$0.3

million is recorded as a current liability with the remaining

$3.0

million classified as a long-term liability within our

June 30, 2018

balance sheet. We are in the process of analyzing if proposed regulations REG-

104226

-

18

issued on

August 9, 2018

will have any impact to our current estimate of our transition tax liability. In addition, we have considered state income tax implications and concluded at this time that the impact is immaterial. However, we continue to monitor for additional interpretative guidance including information regarding state income tax implications.

The following is a reconciliation of the federal tax calculated at the statutory rate of

28.1%

to the actual income taxes provided (in thousands):

	Year Ended June 30,
	2018			2017			2016
Income tax expense at federal statutory rate		28.1	%		35.0	%		35.0	%
State income taxes, net of federal benefit		2.5	%		1.9	%		1.3	%
Qualified production activity deduction		(2.4	)%		(3.4	)%		(2.7	)%
Research and development tax credit		(1.4	)%		(1.4	)%		(1.1	)%
Contingent consideration adjustment		3.3	%		4.1	%		-	%
Foreign tax rate differences		(3.5	)%		(4.6	)%		(3.1	)%
Option exercises		(1.8)	%		-	%		-	%
Domestic tax legislation changes		(26.2	)%		-	%		-	%
Other, net		1.2	%		0.4	%		(0.2	)%
Effective tax rate		(0.2	)%		32.0	%		29.2	%

The effective tax rate for the year ended

June 30, 2018

decreased by

32.2%

compared to the prior year. The decrease in the Company’s tax rate for fiscal

2018

was due to the impact of discrete items, primarily the net tax benefit of

$33.0

million related to the Tax Act discussed above. This net tax benefit consisted of

$36.5

million due to the re-measurement of the Company’s deferred tax accounts to reflect the U.S. federal corporate tax rate reduction impact to our net deferred tax balances offset by expense for the federal transition tax of

$3.3

million. Also impacting the Company’s fiscal

2018

effective tax rate was a

$2.2

million tax benefit related to stock option exercises offset by a net discrete tax expense of

$4.2

million related to the revaluation of contingent consideration, which is

not

a tax deductible expense.

The effective tax rate for the year ended

June 30, 2017

increased by

2.8%

compared to the prior year. The increase was primarily due to unfavorable discrete events in fiscal

2017

related to the revaluation of contingent consideration which is

not

a tax deductible expense. The Company recognized net expense related to discrete tax items of

$3.8

million in fiscal

2017,

including

$4.5

million in expense related to the revaluation of contingent consideration which is

not

a tax deductible expense.

Deferred taxes on the Consolidated Balance Sheets consisted of the following temporary differences (in thousands):

	June 30
	2018			2017
Inventory	$	5,873		$	9,415
Net operating loss carryovers		15,938			24,617
Tax credit carryovers		7,029			6,386
Excess tax basis in equity investments		2,813			4,381
Deferred compensation		7,806			9,052
Other		3,864			9,937
Valuation allowance		(2,978	)		(3,341	)
Deferred tax assets		40,345			60,447
Net unrealized gain on available-for-sale investments		(8,384	)		(11,153	)
Intangible asset amortization		(111,247	)		(162,460	)
Depreciation		(6,349	)		(5,628	)
Other		(658	)		(1,802	)
Deferred tax liabilities		(126,638	)		(181,043	)
Net deferred tax liabilities	$	(86,293	)	$	(120,596	)

A deferred tax valuation allowance is required when it is more likely than

not

that all or a portion of deferred tax assets will

not

be realized. The valuation allowance as of

June 30, 2018

was

$3.0

million, a decrease of

$0.3

million from the prior year. The decrease was driven by a decrease in the valuation allowance for the Company’s net operating loss and credit carryforwards.

As of

June 30, 2018,

the

$3.0

million valuation allowance relates to certain foreign and state tax net operating loss and state credit carryforwards that existed at the date the Company acquired ACD, Novus, ProteinSimple and CyVek as well as immaterial amounts generated after the acquisitions. The Company believes it is more likely than

not

that these tax carryovers will

not

be realized.

As of

June 30, 2018,

the Company has federal operating loss carryforwards of approximately

$38.4

million and state operating loss carryforwards of

$72.8

million from its acquisitions of ACD, ProteinSimple and CyVek, which are

not

limited under IRC Section

382.

 As of

June 30, 2018,

the Company has foreign net operating loss carryforwards of

$3.2

million. The net operating loss carryforwards expire between fiscal

2019

and

2035.

The Company has a deferred tax asset of

$14.0

million, net of the valuation allowance discussed above, related to the net operating loss carryovers. As of

June 30, 2018,

the Company has federal and state tax credit carryforwards of

$3.5

million and

$4.4

million, respectively. The federal tax credit carryforwards expire between

2019

and

2035.

The majority of the state credit carryforwards have

no

expiry date. The Company has a deferred tax asset of

$6.0

million, net of the valuation allowance discussed above, related to the tax credit carryovers.

The Company has

not

recognized a deferred tax liability for unremitted foreign earnings of approximately

$124.6

million from its foreign operations because its subsidiaries have invested or will invest the undistributed earnings indefinitely. The transition tax noted above results in the previously untaxed foreign earnings being included in the federal and state fiscal

2018

taxable income. We are currently analyzing our global working capital requirements and the potential tax liabilities that would be incurred if the non-U.S. subsidiaries distribute cash to the U.S. parent, which include local country withholding tax and potential U.S. state taxation.  At this time, and until we fully analyze the applicable provisions of the Tax Act, our intention with respect to unremitted foreign earnings is to continue to indefinitely reinvest outside the U.S. those earnings needed for working capital or additional foreign investment.    Therefore, it is

not

practical to estimate the amount of the deferred income tax liabilities related to investments in these foreign subsidiaries.

The following is a reconciliation of the beginning and ending balance of unrecognized tax benefits (in thousands):

	Year Ended June 30,
	2018		2017			2016
Beginning balance	$	1,747	$	1,480		$	1,688
Additions due to acquisitions				628
Additions for tax positions of current year		35		13			36
Closure of tax years				(374	)		(244	)
Tax Reform		165
Ending balance	$	1,947	$	1,747		$	1,480

The Company does

not

believe it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase in the next

twelve

months. The Company files income tax returns in the U.S federal and certain state tax jurisdictions, and several jurisdictions outside the U.S. The Company's federal returns are subject to tax assessment for

2015

and subsequent years. State and foreign income tax returns are generally subject to examination for a period of

three

to

five

years after filing of the respective return. The state impact of any federal changes remains subject to examination by various states for a period of up to

one

year after formal notification to the states.

XML

Note 11 - Segment Information

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note

11.

Segment Information:

The Company has

three

reportable segments based on the nature of its products; they are Biotechnology, Protein Platforms and Diagnostics.

The Company's Biotechnology segment is comprised of the legacy biotechnology business and ACD. These businesses manufacture consumables used for conducting laboratory experiments by both industry and academic scientists within the biotechnology and biomedical life science fields Our protein, antibodies, immunoassays, and small molecules products in the legacy biotechnology business are tools to help our customers analyze the protein component of cells, and the ACD technology allows our customers to analyze the genetic changes within cells. When used together, our customers have a more complete set of tools to study normal and abnormal cell behavior.

No

customer in the Biotechnology segment accounted for more than

10%

of the segment’s net sales for the years ended

June 30, 2018,

2017,

and

2016.

The Company's Protein Platforms segment develops and commercializes proprietary systems and consumables for protein analysis.

No

customer in the Protein Platforms segment accounted for more than

10%

of the segment’s net sales for the years ended

June 30, 2018,

2017,

and

2016.

The Company's Diagnostics reporting segment develops and manufactures a range of controls and calibrators used with diagnostic equipment and as proficiency testing tools, as well as other reagents incorporated into diagnostic kits. One customer accounted for approximately 

12%

for the fiscal year ended

June 30, 2017.

No

customer in the Diagnostics segment accounted for more than

10%

of the segment’s net sales for the fiscal years ended

June 30, 2018

and

2016.

 

There are

no

concentrations of business transacted with a particular customer or supplier or concentrations of revenue from a particular product or geographic area that would severely impact the Company in the near term.

Following is financial information relating to the operating segments (in thousands):

	Year Ended June 30,
	201 8			201 7			201 6
Net sales:
Biotechnology	$	421,536		$	364,504		$	317,340
Protein Platforms		111,885			91,464			77,324
Diagnostics		110,108			107,139			104,484
Intersegment		(536	)		(104	)		(125	)
Consolidated net sales	$	642,993		$	563,003		$	499,023
Operating Income:
Biotechnology	$	199,100		$	175,163		$	168,613
Protein Platforms		17,996			9,648			3,592
Diagnostics		28,280			28,575			30,412
Segment operating income		245,376			213,386			202,617
Costs recognized upon sale of acquired inventory		(2,455	)		(3,037	)		(5,431	)
Amortization of intangibles		(46,983	)		(44,393	)		(29,395	)
Acquisition related expenses		(24,429	)		(25,789	)		(2,761	)
Restructuring costs		(376	)		-			-
Stock-based compensation		(28,240	)		(14,631	)		(9,430	)
Corporate general, selling and administrative expenses		(6,715	)		(4,952	)		(5,007	)
Consolidated operating income	$	136,178		$	120,584		$	150,593

The Company has some integrated facilities that serve multiple segments. As such, asset and capital expenditure information by reportable segment has

not

been provided and is

not

available, since the Company does

not

produce or utilize such information internally. In addition, although depreciation and amortization expense is a component of each reportable segment’s operating results, it is

not

discretely identifiable.

The revenues from external customers within each of our segments represent a similar group of products.

Following is financial information relating to geographic areas (in thousands):

	Year Ended June 30,
	2018		2017		2016
Net sales:
United States	$	346,293	$	313,195	$	275,859
EMEA, excluding U.K.		148,599		125,126		103,060
U.K.		33,704		28,401		28,307
APAC, excluding Greater China		48,392		41,463		38,137
Greater China		47,950		39,078		36,199
Rest of world		18,055		15,740		17,461
Total external sales	$	642,993	$	563,003	$	499,023
Long-lived assets:
United States and Canada	$	129,360	$	119,859	$	116,830
Europe		14,597		14,100		14,423
China		1,391		1,165		1,109
Total long-lived assets	$	145,348	$	135,124	$	132,362

External sales are attributed to countries based on the location of the customer or distributor.

		Year ended June 30,
Long-lived assets:		2018		2017
United States and Canada	$	129,360	$	119,859
Europe		14,597		14,100
China		1,391		1,165
Total long-lived assets	$	145,348	$	135,124
Intangible assets:
United States and Canada	$	417,430	$	424,579
Europe		21,386		18,710
China		7,516		8,753
Total intangible assets	$	446,332	$	452,042

Long-lived assets are comprised of land, buildings and improvements and equipment, net of accumulated depreciation and other assets.

XML

Note 12 - Quarterly Financial Data (Unaudited)

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Quarterly Financial Information [Text Block]

Note

12.

Quarterly Financial Data (unaudited):

(in thousands, except per share data)
2018	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
Net sales	$	144,613	$	154,153	$	163,973	$	180,254	$	642,993
Cost of sales		46,745		52,319		53,712		58,074		210,850
Net earnings (1)	$	15,863	$	48,847	$	19,738	$	41,701	$	126,150
Earnings per common share:
Basic	$	0.42	$	1.30	$	0.53	$	1.11	$	3.36
Diluted	$	0.42	$	1.29	$	0.52	$	1.08	$	3.31
Weighted average common shares outstanding:
Basic		37,376		37,449		37,503		37,585		37,476
Diluted		37,705		37,926		38,142		38,347		38,055

(in thousands, except per share data)
2017	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
Net sales	$	130,581	$	131,807	$	144,037	$	156,578	$	563,003
Cost of sales		43,236		43,664		47,355		54,207		188,462
Net earnings	$	18,843	$	7,467	$	22,167	$	27,609	$	76,086
Earnings per common share:
Basic	$	0.51	$	0.20	$	0.59	$	0.74	$	2.04
Diluted	$	0.50	$	0.20	$	0.59	$	0.74	$	2.03
Weighted average common shares outstanding:
Basic		37,281		37,308		37,320		37,344		37,313
Diluted		37,473		37,478		37,494		37,546		37,500

(

1

)

Net earnings in total and per share do

not

sum due to rounding

XML

Note 13 - Subsequent Events

12 Months Ended

Jun. 30, 2018

Notes to Financial Statements

Subsequent Events [Text Block]

Note

13.

Subsequent Events:

On

July 2, 2018,

the Company acquired QT Holdings Corporation (Quad) for approximately

$20

million plus

$51

million in potential milestone payments. On

August 1, 2018,

the Company acquired Exosome Diagnostics, Inc. (Exosome) for approximately

$250

million plus

$325

million in potential milestone payments. The purchase accounting for these acquisitions are in progress.

In connection with the acquisition of Exosome Diagnostics, Inc. on

August 1, 2018,

the Company entered into a new credit facility that provides for a revolving credit facility of

$600

million, which can be increased by an additional

$200

million subject to certain conditions, and a term loan of

$250

million.  The credit facility is governed by a Credit Agreement dated

August 1, 2018

and matures on

August 1, 2023.

XML

Significant Accounting Policies (Policies)

12 Months Ended

Jun. 30, 2018

Accounting Policies [Abstract]

Use of Estimates, Policy [Policy Text Block]

Use of

e

stimates:

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.

Consolidation, Policy [Policy Text Block]

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.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

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, Policy [Policy Text Block]

Revenue recognition:

The Company recognizes revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Payment terms for shipments to end-users are generally net

30

days. Payment terms for distributor shipments

may

range from

30

to

90

days. Freight charges billed to end-users are included in net sales and freight costs are included in cost of sales. Freight charges on shipments to distributors are paid directly by the distributor. Any claims for credit or return of goods must be made within

10

days of receipt. Revenues are reduced to reflect estimated credits and returns. Sales, use, value-added and other excise taxes are

not

included in revenue.

For contracts with multiple element arrangements, the Company allocates the contract’s transaction price to each element on a relative standalone selling price basis using the Company’s best estimate of the standalone selling price of each distinct product or service in the contract. The primary method used to estimate standalone selling price is the list price of each distinct product or service as this represents the best estimate of selling price. Allocation of the transaction price is determined at the contracts’ inception.

Royalty revenues are based on net sales of the Company’s licensed products by a

third

party. We recognize royalty revenues in the period the sales occur based on

third

party evidence received.

Deferred revenues include billings in excess of revenues recognized, such as those resulting from customer advances and deposits and unearned revenue on service contracts.

Research and Development Expense, Policy [Policy Text Block]

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, Policy [Policy Text Block]

Advertising costs:

Advertising expenses were

$3.8

million

$4.5

million, and

$5.2

million for fiscal

2018,

2017,

and

2016

respectively. The Company expenses advertising expenses as incurred.

Income Tax, Policy [Policy Text Block]

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

not

that 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

fifty

percent likely of being realized upon ultimate settlement. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense.

See Note

10

for additional information regarding income taxes.

Comprehensive Income, Policy [Policy Text Block]

Comprehensive income:

Comprehensive income includes charges and credits to shareholders' equity that are

not

the result of transactions with shareholders. Our total comprehensive income consists of net income, unrealized gains and losses on available-for-sale marketable securities, 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, Policy [Policy Text Block]

Cash and

cash

equivalents:

Cash and cash equivalents include cash on hand and highly-liquid investments with original maturities of

three

months or less.

Marketable Securities, Policy [Policy Text Block]

Available-for-sale investments:

Available-for-sale investments consist of debt instruments with original maturities of generally

three

months to

six

months 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 excluded from income, but are included, net of taxes, in other comprehensive income. If an "other-than-temporary" impairment is determined to exist, the difference between the value of the investment security recorded in the financial statements and the Company's current estimate of the fair value is recognized as a charge to earnings in the period in which the impairment is determined.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

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

not

bear 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.

Inventory, Policy [Policy Text Block]

Inventories:

Inventories are stated at the lower of cost (

first

-in,

first

-out method) or net realizable value. The Company regularly reviews inventory on hand for slow-moving and obsolete inventory, inventory

not

meeting quality control standards and inventory subject to expiration. To meet strict customer quality standards, the Company has established a highly controlled manufacturing process for proteins, antibodies and its chemically-based products. These products require the initial manufacture of multiple batches to determine if quality standards can be consistently met. In addition, the Company will produce larger batches of established products than current sales requirements due to economies of scale. The manufacturing process for these products, therefore, has and will continue to produce quantities in excess of forecasted usage. The Company values its manufactured protein and antibody inventory based on a

two

-year forecast and its chemically-based products on a

five

-year forecast. Inventory quantities in excess of the forecast are

not

valued due to uncertainty over salability. 

The company records a lower of cost or net realizable value adjustment to cost of sales for those quantities that are in excess of the manufactured protein and antibody

two

-year forecast and the chemically-based products

five

year forecast. For the years ended

June 30, 2018,

2017,

and

2016

the amount recognized in net sales of inventory sold that was

not

valued is

not

material.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and equipment:

Property and equipment are recorded at cost. Equipment is depreciated using the straight-line method over an estimated useful life of

five

years. Buildings, building improvements and leasehold improvements are amortized over estimated useful lives of

5

to

40

years.

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

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

1

year to

20

years. 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

no

such events.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

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

may

not

be recoverable. Such circumstances could include, but are

not

limited 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

not

available 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

may

differ from assumed and estimated amounts.

No

triggering events were identified and

no

impairments were recorded for property, plant, and equipment or amortizable intangibles were recorded during fiscal year

2018.

Impairment of goodwill:

We evaluate the carrying value of goodwill during the

fourth

quarter each year and between annual evaluations if events occur or circumstances change that would indicate a possible impairment. Such circumstances could include, but are

not

limited 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

one

reporting 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.

2018

and

2017

Goodwill Impairment Analyses

In completing our

2018

and

2017

annual 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

2017

-

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.

Because our

2018

and

2017

quantitative analyses included all of our reporting units, the summation of our reporting units' fair values was compared to our consolidated fair value, as indicated by our market capitalization, to evaluate the reasonableness of our calculations.

The quantitative assessment completed as of

June 30, 2018

and

2017

indicated 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.

2016

Goodwill Impairment Analysis

The Company used a qualitative test for all reporting units during the

fourth

quarter for fiscal year

2016

. The company elected to utilize a quantitative test for the Protein Platforms reporting unit for fiscal year

2016

using the previously described income approach given that this is a newer reporting unit created primarily through acquisitions. The qualitative analyses for our other reporting units completed during

2016

evaluated factors including, but

not

limited to, economic, market and industry conditions, cost factors and the overall financial performance of the reporting units. In completing these assessments, we noted

no

changes in events or circumstances which indicated that it was more likely than

not

that the fair value of any reporting unit was less than its carrying amount. Based on the testing performed for the Protein Platforms reporting unit, fair value exceeded carrying value by a substantial amount and

no

adjustment to the carrying value of goodwill was necessary.

There has been

no

impairment of goodwill since the adoption of Financial Accounting Standards Board (“FASB”) ASC

350

guidance for goodwill and other intangibles on

July 1, 2002.

Equity Method Investments [Policy Text Block]

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

not

limited 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 [Policy Text Block]

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:

Policy	Note
Fair value measurements		4
Earnings per share		8
Share-based compensation		9
Reportable segments		11

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Adopted Accounting Pronouncements

In

July 2015,

the FASB issued ASU

2015

-

11,

Simplifying the Measurement of Inventory

. This provision would require inventory that was previously recorded using

first

-in,

first

-out (“FIFO”) to be recorded at lower of cost or net realizable value. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this standard on

July 1, 2017.

The application of this standard did

not

have significant impact on our financial statements.

In

March 2016,

the FASB issued ASU

2016

-

09,

Improvements to Employee Share-Based Payment Accounting

. This standard includes provisions intended to simplify various aspects related to how share-based payments are accounted for and presented in the financial statements. We adopted this standard on

July 1, 2017.

The Company expects its reported provision for income taxes to become more volatile, dependent upon market prices and volume of share-based compensation exercises and vesting of options.

In

March 2018,

the FASB issued ASU

No.

2018

-

05,

Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB)

No.

118

. The standard added to the FASB Codification the guidance provided by the SEC in

December 2017

regarding the accounting for the Tax Cuts and Jobs Act ("Tax Act"). We complied with SAB

No.

118

when preparing our annual consolidated financial statements for the year ended

June 30, 2018.

Reasonable estimates were used in determining several of the components of the impact of the Tax Act, including our fiscal

2018

deferred income tax activity and the amount of post-

1986

foreign deferred earnings subject to the repatriation transition tax. We are still analyzing certain aspects of the Tax Act and refining our calculations, which could potentially affect the measurement of our deferred tax balances and the amount of the repatriation toll charge liability, and ultimately cause us to revise our initial estimates in future periods. In addition, changes in interpretations, assumptions and guidance regarding the Tax Act, as well as the potential for technical corrections, could have a material impact on our effective tax rate in future periods.

In

May 2017,

the FASB issued ASU

No.

2017

-

09,

Scope of Modification Accounting

. The standard provides guidance about which changes to the terms or conditions of a share-based payment award require modification accounting, which

may

result in a different fair value for the award. This ASU is effective for annual periods and interim periods for those annual periods beginning after

December 15, 2017,

which for us is

July 1, 2018.

The guidance is required to be applied prospectively to awards modified on or after the effective date. We elected to early adopt this guidance on

April 1, 2018

in advance of a modification that occurred during the

fourth

quarter. Adoption of this standard did

not

have significant impact on our results of operations or financial position.

Pronouncements Issued but

Not

Yet Adopted

In

May 2014,

the FASB issued ASU

No.

2014

-

09,

Revenue from Contracts with Customers

. The standard provides 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 standard also expands the required financial statement disclosures regarding revenue recognition. The new guidance is effective for us on

July 1, 2018.

In addition, in

March 2016,

the FASB issued ASU

No.

2016

-

08,

Principal versus Agent Considerations (Reporting Revenue Gross versus Net)

, in

April 2016,

the FASB issued ASU

No.

2016

-

10,

Identifying Performance Obligations and Licensing

, and in

May 2016,

the FASB issued ASU

No.

2016

-

12,

Narrow-Scope Improvements and Practical Expedients

. These standards are intended to clarify aspects of ASU

No.

2014

-

09

and are effective for us upon adoption of ASU

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

methods of adoption, retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the cumulative catch-up transition method). We will adopt the standards using cumulative catch-up transition method.

A majority of the Company’s revenue arrangements are routine sales transactions, which generally consist of a single performance obligation to transfer promised goods or service. Therefore, the application of the new guidance including the cumulative effect of the change in the

first

quarter of fiscal year

2019

will

not

have a material impact to the Company’s consolidated financial statements.

In

January 2016,

the FASB issued ASU

No.

2016

-

01,

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

no

longer 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. This ASU is effective using the modified retrospective approach for annual periods and interim periods within those annual periods beginning after

December 15, 2017,

which for us is

July 1, 2018.

This ASU could increase income statement volatility, as changes in the fair value of our equity investments will flow through earnings after adoption.

In

February 2016,

the FASB issued ASU

2016

-

02,

Leases (Topic

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.  In

July 2018,

the FASB issued ASU

No.

2018

-

10,

Codification Improvements to Topic

842,

Leases

, which amends narrow aspects of the guidance in ASU

No.

2016

-

02.

We have established an implementation team to evaluate and identify the impact of the standard on our financial position, results of operations and cash flows. We are currently assessing our leasing arrangements and evaluating the impact of practical expedients. We are

not

able to quantify the impact of the standard at this time.

In

June 2016,

the FASB issued ASU

2016

-

13,

Financial Instruments - Credit Losses (Topic

326

), Measurement of Credit Losses on Financial Instruments

. The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses. 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 within those annual periods beginning after

December 15, 2019,

which for us is

July 1, 2020.

Entities

may

early adopt beginning after

December 15, 2018.

We are currently evaluating the impact of the adoption of ASU

2016

-

13

on our consolidated financial statements.

In

January 2017,

the FASB issued ASU

No.

2017

-

01,

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. This ASU is effective for annual periods and interim periods within those annual periods beginning after

December 15, 2018,

which for us is

July 1, 2019

required to be applied prospectively to transactions occurring on or after the effective date.

In

February 2018,

the FASB issued ASU

No.

2018

-

02,

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 to retained earnings the stranded tax effects resulting from the Tax Cuts and Jobs Act of

2017.

This ASU is effective for annual and interim periods beginning after

December 15, 2018,

which for us is

July 1, 2019.

Early adoption is permitted. We are currently evaluating this ASU and have

not

yet made a decision regarding our policy election or early adoption.

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Note 2 - Acquisitions (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value			Final Opening Balance Sheet Allocation
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
Liabilities		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

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value			Final Opening Balance Sheet Allocation
Current assets, net of cash	$	18,678	$	(2,956	)	$	15,722
Equipment and other long-term assets		4,348		553			4,901
Intangible assets:
Developed technology		9,000		14,700			23,000
Trade name		1,000		1,300			2,300
Customer relationships		1,500		1,400			3,600
Goodwill		21,695		(11,500	)		10,195
Total assets acquired		56,221		3,497			59,718
Liabilities		90		-			90
Deferred income taxes, net		4,845		3,509			8,354
Net assets acquired	$	51,286	$	(12	)	$	51,274
Cash paid, net of cash acquired	$	51,286	$	(12	)	$	51,274

	Preliminary Allocation at Acquisition Date		Adjustments to Fair Value		Final Opening Balance Sheet Allocation
Current assets, net of cash	$	512	$	-	$	512
Equipment and other long-term assets		188		-		188
Intangible assets:
Customer relationships		6,272		-		6,272
Goodwill		113		2,797		2,910
Total assets acquired		7,085		2,797		9,882
Liabilities		483		-		483
Deferred income taxes, net		2,070		-		2,070
Net assets acquired	$	4,532	$	2,797	$	7,329
Cash paid, net of cash acquired	$	3,136	$	2,797	$	5,933
Consideration payable	$	1,396	$	-	$	1,396

Business Acquisition, Pro Forma Information [Table Text Block]

	Year Ended
	June 30,
	2017		2016
Net sales	$	564,220	$	523,840
Net income		99,380		110,536

Schedule of Business Acquisitions, by Acquisition [Table Text Block]

	ACD		Space		Zephyrus		Cliniqa
Current assets, net of cash	$	15,824	$	2,128		56		11,926
Equipment		2,757		159		32		1,436
Other long-term assets		3,812		-		-		58
Intangible Assets:
Developed technology		150,000		-		8,300		18,000
Trade name		21,900		-		-		1,100
Customer relationships		6,300		6,769		-		27,000
Goodwill		143,967		3,517		8,686		42,669
Total assets acquired		344,560		12,573		17,074		102,189
Liabilities		4,179		1,445		53		1,508
Deferred income taxes, net		52,743		2,125		2,521		17,793
Net assets acquired	$	287,638	$	9,003	$	14,500	$	82,888
Cash paid, net of cash acquired	$	247,038	$	6,747		8,000		82,888
Consideration payable		3,600		2,256		-		-
Contingent consideration payable		37,000		-		6,500		-
Net assets acquired	$	287,638	$	9,003	$	14,500	$	82,888

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Note 3 - Supplemental Balance Sheet and Cash Flow Information (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	June 30,
	201 8		201 7
Raw materials	$	30,956	$	22,074
Finished goods		54,692		38,077
Inventories, net	$	85,648	$	60,151

Property, Plant and Equipment [Table Text Block]

	June 30,
	2018			2017
Cost:
Land	$	7,065		$	6,270
Buildings and improvements		170,110			158,495
Machinery, equipment and other		107,625			98,596
Property and equipment		284,800			263,361
Accumulated depreciation and amortization		(139,452	)		(128,237	)
Property and equipment, net	$	145,348		$	135,124

Schedule of Intangible Assets and Goodwill [Table Text Block]

				June 30,
	Useful Life (years)			2018			201 7
Developed technology	9	-	15	$	305,303		$	276,959
Trade names	2	-	20		89,608			87,092
Customer relationships	7	-	16		212,228			204,243
Non-compete agreements	3	-	5		-			3,264
Patents		10			1,401			633
Intangible assets					608,540			572,191
Accumulated amortization					(162,208	)		(120,149	)
Intangibles assets, net				$	446,332		$	452,042

Schedule of Finite-Lived Intangible Assets [Table Text Block]

	June 30,
	2018			2017
Beginning balance	$	452,042		$	310,524
Acquisitions		40,673			185,869
Other additions		908			976
Amortization expense		(47,076	)		(44,393	)
Currency translation		(215	)		(934	)
Ending balance	$	446,332		$	452,042

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

2019	$	47,841
2020		47,137
2021		46,772
2022		45,060
2023		43,176
Thereafter		216,346
Total	$	446,332

Schedule of Goodwill [Table Text Block]

	Biotechnology			Protein Platforms			Diagnostics			Total
June 30, 2016	$	108,723		$	218,889		$	103,270		$	430,882
Acquisitions (Note 2)		147,484			-			-			147,484
Prior year acquisitions		-			1,809			-			1,809
Currency translation		(1,277	)		128			-			(1,149	)
June 30, 2017	$	254,930		$	220,826		$	103,270		$	579,026
Acquisitions (Note 2)		16,186			-			2,910			19,096
Currency translation		759			(815	)		(176	)		(232	)
June 30, 2018	$	271,875		$	220,011		$	106,004		$	597,890

Schedule of Other Assets, Noncurrent [Table Text Block]

	June 30,
	2018		2017
Investments	$	2,606	$	40,385
Other		2,660		3,617
Other long-term assets	$	5,266	$	44,002

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

	Year Ended June 30,
	2018		2017		2016
Income taxes paid	$	35,076	$	42,900	$	44,900
Interest paid		9,844		7,452		1,661
Non-cash activities:
Acquisition-related liabilities (1)		1,396		32,856		42,259

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Note 4 - Fair Value Measurements (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	Total carrying value a s of		Fair Value Measurements Using Inputs Considered as
	June 30, 2018		Level 1		Level 2		Level 3
Assets
Equity securities (1)	$	54,286	$	54,286	$	-	$	-
Certificates of deposit (1)		5,478		5,478		-		-
Total Assets	$	59,764	$	59,764	$	-	$	-
Liabilities
Contingent Consideration	$	-	$	-	$	-	$	-

	Total carrying value a s of		Fair Value Measurements Using Inputs Considered as
	June 30, 201 7		Level 1		Level 2		Level 3
Assets
Equity securities (1)	$	59,616	$	59,616	$	-	$	-
Certificates of deposit  (1)		4,429		4,429		-		-
Corporate bond securities (1)		2,057		-		2,057		-
Total Assets	$	66,102	$	64,045	$	2,057	$	-
Liabilities
Contingent Consideration	$	68,400	$	-	$	-	$	68,400

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	June 30,
	2018			2017
Fair value at the beginning of period	$	68,400		$	38,500
Purchase price contingent consideration (Note 2)		-			40,000
Payments		(88,500	)		(28,500	)
Change in fair value of contingent consideration		20,100			18,400
Contingent consideration payable	$	-		$	68,400

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Note 6 - Commitments and Contingencies (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Lessee, Operating Lease, Disclosure [Table Text Block]

2019	$	10,654
2020		10,527
2021		10,281
2022		10,524
2023		10,411
Thereafter		37,900
Total	$	90,297

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Note 7 - Accumulated Other Comprehensive Income (Tables)

12 Months Ended

Jun. 30, 2018

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
Balance June 30, 2015	$	14,382			(44,975	)	$	(30,593	)
Other comprehensive income (loss) before reclassifications		(19,924	)		(19,888	)		(39,812	)
Balance June 30, 2016	$	(5,542	)		(64,863	)	$	(70,405	)
Other comprehensive income (loss) before reclassifications		24,531			(3,061	)		21,470
Balance June 30, 2017	$	18,989			(67,924	)	$	(48,935	)
Other comprehensive income (loss) before reclassifications		18,108			(1,572	)		16,536
Amounts reclassified from accumulated other comprehensive loss to income		(12,415	)		-			(12,415	)
Balance June 30, 2018	$	24,682			(69,496	)	$	(44,814	)

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Note 8 - Earnings Per Share (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Year Ended June 30,
	2018			2017			2016
Earnings per share – basic:
Net income	$	126,150		$	76,086		$	104,476
Income allocated to participating securities		(108	)		(65	)		(52	)
Income available to common shareholders	$	126,042		$	76,021		$	104,424
Weighted-average shares outstanding – basic		37,476			37,313			37,194
Earnings per share – basic	$	3.36		$	2.04		$	2.81
Earnings per share – diluted:
Net income	$	126,150		$	76,086		$	104,476
Income allocated to participating securities		(108	)		(65	)		(52	)
Income available to common shareholders	$	126,042		$	76,021		$	104,424
Weighted-average shares outstanding – basic		37,476			37,313			37,194
Dilutive effect of stock options and restricted stock units		579			187			132
Weighted-average common shares outstanding – diluted		38,055			37,500			37,326
Earnings per share – diluted	$	3.31		$	2.03		$	2.80

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Note 9 - Share-based Compensation and Other Benefit Plans (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	Year Ended June 30,
	2018			2017			2016
Dividend yield		1.1%			1.2%			1.2%
Expected volatility	20%	-	21%	21%	-	24%	20%	-	23%
Risk-free interest rates	1.7%	-	2.8%	1.0%	-	1.9%	1.2%	-	1.9%
Expected lives (years)		4.7			4.7			4.8

Share-based Compensation, Stock Options, Activity [Table Text Block]

	Number of Shares (in thousands)			Weighted Average Exercise Price		Aggregate Intrinsic Value (millions)		Weighted Average Contractual Life (years)
Outstanding at June 30, 2015		1,137		$	81.57
Granted		805			105.16
Forfeited		(54	)		99.68
Exercised		(69	)		69.82
Outstanding at June 30, 2016		1,819		$	91.91
Granted		1,135			107.42
Forfeited		(70	)		99.11
Exercised		(63	)		71.81
Outstanding at June 30, 2017		2,821		$	98.42
Granted		1,087			120.67
Forfeited		(252	)		86.62
Exercised		(204	)		111.51
Outstanding at June 30, 2018		3,452		$	105.17	$	144.7		4.8
Exercisable at June 30, 2016:		596			75.74
Exercisable at June 30, 2017:		843			82.93
Exercisable at June 30, 2018:		1,151			90.75	$	65.8		3.8

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

	Number of Shares (in thousands)			Weighted Average Grant Date Fair Value		Weighted Average R emaining Contractual Term (years)
Unvested at June 30, 2015		19		$	83.94
Granted		20			99.53
Vested		(16	)		83.58
Forfeited		-			-
Unvested at June 30, 2016		23		$	98.03
Granted		24			104.94
Vested		(15	)		92.62
Forfeited		-			-
Unvested at June 30, 2017		32		$	105.80
Granted		20			125.05
Vested		(17	)		104.66
Forfeited		-			-
Unvested at June 30, 2018		35		$	117.39		6.2

	Number of Units (in thousands)			Weighted Average Grant Date Fair Value		Weighted Average R emaining Contractual Term (years)
Outstanding at June 30, 2015		29		$	93.51
Granted		35			105.01
Vested		(5	)		92.15
Forfeited		-			-
Outstanding at June 30, 2016		59		$	100.40
Granted		65			109.36
Vested		(9	)		92.94
Forfeited		(4	)		98.04
Outstanding at June 30, 2017		111		$	106.39
Granted		71			129.99
Vested		(16	)		95.46
Forfeited		(18	)		115.01
Outstanding at June 30, 2018		148		$	117.95		5.5

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Note 10 - Income Taxes (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

	Year Ended June 30,
	2018		2017		2016
Domestic	$	81,557	$	81,721	$	120,154
Foreign		44,395		30,240		27,327
Income before income taxes	$	125,952	$	111,961	$	147,481

	Year Ended June 30,
	2018			2017			2016
Taxes on income consist of:
Currently tax provision:
Federal	$	28,416		$	28,462		$	34,805
State		5,315			4,051			2,958
Foreign		11,983			8,212			7,579
Total current tax provision		45,714			40,725			45,342
Deferred tax provision:
Federal		(40,378	)		(901	)		1,906
State		(1,381	)		(968	)		(428	)
Foreign		(4,154	)		(2,981	)		(3,815	)
Total deferred tax provision		(45,912	)		(4,850	)		(2,337	)
Total income tax provision	$	(198	)	$	35,875		$	43,005

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

	Year Ended June 30,
	2018			2017			2016
Income tax expense at federal statutory rate		28.1	%		35.0	%		35.0	%
State income taxes, net of federal benefit		2.5	%		1.9	%		1.3	%
Qualified production activity deduction		(2.4	)%		(3.4	)%		(2.7	)%
Research and development tax credit		(1.4	)%		(1.4	)%		(1.1	)%
Contingent consideration adjustment		3.3	%		4.1	%		-	%
Foreign tax rate differences		(3.5	)%		(4.6	)%		(3.1	)%
Option exercises		(1.8)	%		-	%		-	%
Domestic tax legislation changes		(26.2	)%		-	%		-	%
Other, net		1.2	%		0.4	%		(0.2	)%
Effective tax rate		(0.2	)%		32.0	%		29.2	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

	June 30
	2018			2017
Inventory	$	5,873		$	9,415
Net operating loss carryovers		15,938			24,617
Tax credit carryovers		7,029			6,386
Excess tax basis in equity investments		2,813			4,381
Deferred compensation		7,806			9,052
Other		3,864			9,937
Valuation allowance		(2,978	)		(3,341	)
Deferred tax assets		40,345			60,447
Net unrealized gain on available-for-sale investments		(8,384	)		(11,153	)
Intangible asset amortization		(111,247	)		(162,460	)
Depreciation		(6,349	)		(5,628	)
Other		(658	)		(1,802	)
Deferred tax liabilities		(126,638	)		(181,043	)
Net deferred tax liabilities	$	(86,293	)	$	(120,596	)

Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block]

	Year Ended June 30,
	2018		2017			2016
Beginning balance	$	1,747	$	1,480		$	1,688
Additions due to acquisitions				628
Additions for tax positions of current year		35		13			36
Closure of tax years				(374	)		(244	)
Tax Reform		165
Ending balance	$	1,947	$	1,747		$	1,480

XML

Note 11 - Segment Information (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Year Ended June 30,
	201 8			201 7			201 6
Net sales:
Biotechnology	$	421,536		$	364,504		$	317,340
Protein Platforms		111,885			91,464			77,324
Diagnostics		110,108			107,139			104,484
Intersegment		(536	)		(104	)		(125	)
Consolidated net sales	$	642,993		$	563,003		$	499,023
Operating Income:
Biotechnology	$	199,100		$	175,163		$	168,613
Protein Platforms		17,996			9,648			3,592
Diagnostics		28,280			28,575			30,412
Segment operating income		245,376			213,386			202,617
Costs recognized upon sale of acquired inventory		(2,455	)		(3,037	)		(5,431	)
Amortization of intangibles		(46,983	)		(44,393	)		(29,395	)
Acquisition related expenses		(24,429	)		(25,789	)		(2,761	)
Restructuring costs		(376	)		-			-
Stock-based compensation		(28,240	)		(14,631	)		(9,430	)
Corporate general, selling and administrative expenses		(6,715	)		(4,952	)		(5,007	)
Consolidated operating income	$	136,178		$	120,584		$	150,593

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas [Table Text Block]

	Year Ended June 30,
	2018		2017		2016
Net sales:
United States	$	346,293	$	313,195	$	275,859
EMEA, excluding U.K.		148,599		125,126		103,060
U.K.		33,704		28,401		28,307
APAC, excluding Greater China		48,392		41,463		38,137
Greater China		47,950		39,078		36,199
Rest of world		18,055		15,740		17,461
Total external sales	$	642,993	$	563,003	$	499,023
Long-lived assets:
United States and Canada	$	129,360	$	119,859	$	116,830
Europe		14,597		14,100		14,423
China		1,391		1,165		1,109
Total long-lived assets	$	145,348	$	135,124	$	132,362

		Year ended June 30,
Long-lived assets:		2018		2017
United States and Canada	$	129,360	$	119,859
Europe		14,597		14,100
China		1,391		1,165
Total long-lived assets	$	145,348	$	135,124
Intangible assets:
United States and Canada	$	417,430	$	424,579
Europe		21,386		18,710
China		7,516		8,753
Total intangible assets	$	446,332	$	452,042

XML

Note 12 - Quarterly Financial Data (Unaudited) (Tables)

12 Months Ended

Jun. 30, 2018

Notes Tables

Quarterly Financial Information [Table Text Block]

(in thousands, except per share data)
2018	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
Net sales	$	144,613	$	154,153	$	163,973	$	180,254	$	642,993
Cost of sales		46,745		52,319		53,712		58,074		210,850
Net earnings (1)	$	15,863	$	48,847	$	19,738	$	41,701	$	126,150
Earnings per common share:
Basic	$	0.42	$	1.30	$	0.53	$	1.11	$	3.36
Diluted	$	0.42	$	1.29	$	0.52	$	1.08	$	3.31
Weighted average common shares outstanding:
Basic		37,376		37,449		37,503		37,585		37,476
Diluted		37,705		37,926		38,142		38,347		38,055

(in thousands, except per share data)
2017	First Quarter		Second Quarter		Third Quarter		Fourth Quarter		Year
Net sales	$	130,581	$	131,807	$	144,037	$	156,578	$	563,003
Cost of sales		43,236		43,664		47,355		54,207		188,462
Net earnings	$	18,843	$	7,467	$	22,167	$	27,609	$	76,086
Earnings per common share:
Basic	$	0.51	$	0.20	$	0.59	$	0.74	$	2.04
Diluted	$	0.50	$	0.20	$	0.59	$	0.74	$	2.03
Weighted average common shares outstanding:
Basic		37,281		37,308		37,320		37,344		37,313
Diluted		37,473		37,478		37,494		37,546		37,500

XML

Note 1 - Description of Business and Summary of Significant Accounting Policies (Details Textual) $ in Thousands	12 Months Ended
	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)
Advertising Expense	$ 3,800	$ 4,500	$ 5,200
Available-for-Sale Securities, Debt Maturities, Date Range Low	90 days
Available-for-sale Securities, Debt Maturities, Date Range High	6 years
Impairment of Long-Lived Assets Held-for-use	$ 0
Number of Reporting Units	1
Goodwill, Impairment Loss	$ 0
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	1 year
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	20 years
Equipment [Member]
Property, Plant and Equipment, Useful Life	5 years
Building, Building Improvements and Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment, Useful Life	5 years
Building, Building Improvements and Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment, Useful Life	40 years

XML

Note 2 - Acquisitions (Details Textual) $ in Thousands									3 Months Ended		5 Months Ended	6 Months Ended	10 Months Ended	12 Months Ended
	Jun. 30, 2018 USD ($)	Feb. 01, 2018 USD ($)	Jan. 02, 2018 USD ($)	Sep. 05, 2017 USD ($)	Aug. 01, 2016 USD ($)	Jul. 01, 2016 USD ($)	Mar. 14, 2016 USD ($)	Jul. 08, 2015 USD ($)	Jun. 30, 2018 USD ($)	Mar. 31, 2017 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2018 USD ($)	Jun. 30, 2017 USD ($)	Jun. 30, 2016 USD ($)
Payments to Acquire Businesses, Net of Cash Acquired, Total														$ 67,851	$ 253,785	$ 91,423
Goodwill, Purchase Accounting Adjustments															1,809
Business Combination, Contingent Consideration, Liability, Total															68,400
Payment for Contingent Consideration Liability, Financing Activities														61,900	$ 20,316
Trevigen Inc. [Member]
Payments to Acquire Businesses, Net of Cash Acquired, Total	10,644			$ 10,634
Business Acquisition, Goodwill, Expected Tax Deductible Amount				$ 0
Goodwill, Purchase Accounting Adjustments													1,396
Trevigen Inc. [Member] | Developed Technology Rights [Member]
Finite-Lived Intangible Asset, Useful Life				13 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	5,100			$ 3,800					5,100		5,100	5,100	5,100	5,100
Trevigen Inc. [Member] | Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life				11 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	260			$ 1,900					260		260	260	260	260
Trevigen Inc. [Member] | Trade Names [Member]
Finite-Lived Intangible Asset, Useful Life				1 year 182 days
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	160			$ 1,400					160		160	160	160	160
Atlanta Biologicals [Member]
Payments to Acquire Businesses, Net of Cash Acquired, Total	51,274		$ 51,286
Business Acquisition, Goodwill, Expected Tax Deductible Amount			0
Goodwill, Purchase Accounting Adjustments												(11,500)
Business Combination, Consideration Transferred, Total			$ 51,300
Atlanta Biologicals [Member] | Developed Technology Rights [Member]
Finite-Lived Intangible Asset, Useful Life			13 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	23,000		$ 9,000						23,000		23,000	23,000	23,000	23,000
Atlanta Biologicals [Member] | Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life			12 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	3,600		$ 1,500						3,600		3,600	3,600	3,600	3,600
Atlanta Biologicals [Member] | Trade Names [Member]
Finite-Lived Intangible Asset, Useful Life			15 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	2,300		$ 1,000						2,300		2,300	2,300	2,300	2,300
Eurocell Diagnostics, SAS [Member]
Payments to Acquire Businesses, Net of Cash Acquired, Total	5,933	$ 3,136
Business Acquisition, Goodwill, Expected Tax Deductible Amount		0
Goodwill, Purchase Accounting Adjustments											2,797
Business Combination, Consideration Transferred, Total		7,300
Payments to Acquire Businesses, Gross		6,000
Business Combination, Consideration Transferred, Liabilities Incurred	1,396	$ 1,396
Eurocell Diagnostics, SAS [Member] | Customer Relationships [Member]
Finite-Lived Intangible Asset, Useful Life		7 years
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	6,272	$ 6,272							6,272		6,272	6,272	6,272	6,272
Advanced Cell Diagnostics (ACD) [Member]
Payments to Acquire Businesses, Net of Cash Acquired, Total					$ 247,000									247,038
Business Combination, Consideration Transferred, Total														287,638
Payments to Acquire Businesses, Gross					258,000
Business Combination, Consideration Transferred, Liabilities Incurred					11,000									3,600
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	75,000				$ 75,000				75,000		75,000	75,000	75,000	75,000
Business Combination, Consideration Transferred, Employee Vesting Period					1 year 180 days
Advanced Cell Diagnostics (ACD) [Member] | Pre-acquisition Services [Member]
Business Combination, Consideration Transferred, Liabilities Incurred					$ 3,600
Advanced Cell Diagnostics (ACD) [Member] | Future Services [Member]
Business Combination, Consideration Transferred, Liabilities Incurred					7,400
Advanced Cell Diagnostics (ACD) [Member] | The 2016 Revenue Equal or Exceed $30 Milliom [Member]
Business Combination, Contingent Consideration, Liability, Total					25,000
Business Combination, Contingent Consideration, Liability, Trigger Amount of Revenue					30,000
Advanced Cell Diagnostics (ACD) [Member] | The 2017 Revenues Equal or Exceed $45 Million [Member]
Business Combination, Contingent Consideration, Liability, Total					50,000
Business Combination, Contingent Consideration, Liability, Trigger Amount of Revenue					$ 45,000
Space [Member]
Payments to Acquire Businesses, Net of Cash Acquired, Total						$ 6,700								6,747
Business Combination, Consideration Transferred, Total														9,003
Payments to Acquire Businesses, Gross						9,000
Business Combination, Consideration Transferred, Liabilities Incurred						$ 2,300								2,256
Zephyrus [Member]
Payments to Acquire Businesses, Net of Cash Acquired, Total														8,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount							$ 0
Business Combination, Consideration Transferred, Total														14,500
Payments to Acquire Businesses, Gross							8,000
Business Combination, Consideration Transferred, Liabilities Incurred
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	$ 7,000						7,000		7,000		$ 7,000	$ 7,000	$ 7,000	7,000
Payment for Contingent Consideration Liability, Financing Activities									$ 3,500	$ 3,500
Zephyrus [Member] | Instruments Sales Contingency [Member]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High							$ 3,500
Business Combination, Contingent Consideration, Liability, Number of Instruments Sold							10
Business Combination, Contingent Consideration, Liability, Anniversary of Closing Date							3 years
Business Combination, Contingent Consideration, Liability, Cumulative Sales							$ 3,000
Business Combination, Contingent Consideration, Liability, Number of Years Within Closing Date							4 years 182 days
Zephyrus [Member] | Developed Technology Rights [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles							$ 7,400
Cliniqa [Member]
Payments to Acquire Businesses, Net of Cash Acquired, Total								$ 82,900						82,888
Business Combination, Consideration Transferred, Total														82,888
Business Combination, Consideration Transferred, Liabilities Incurred

XML

Note 2 - Acquisitions - Preliminary and Final Fair Value of Assets and Liabilities Assumed (Details) - USD ($) $ in Thousands					5 Months Ended	6 Months Ended	10 Months Ended	12 Months Ended
	Jun. 30, 2018	Feb. 01, 2018	Jan. 02, 2018	Sep. 05, 2017	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Goodwill	$ 597,890				$ 597,890	$ 597,890	$ 597,890	$ 597,890	$ 579,026	$ 430,882
Goodwill, Purchase Accounting Adjustments									1,809
Payments to Acquire Businesses, Net of Cash Acquired, Total								67,851	253,785	91,423
Cash paid, net of cash acquired								67,851	$ 253,785	$ 91,423
Trevigen Inc. [Member]
Current assets, net of cash	1,662			$ 1,662	1,662	1,662	1,662	1,662
Adjustments to fair value, current assets, net of cash
Equipment and other long-term assets	53			154	53	53	53	53
Adjustments to fair value, equipment and other long-term assets							(101)
Goodwill	5,991			4,595	5,991	5,991	5,991	5,991
Goodwill, Purchase Accounting Adjustments							1,396
Total assets acquired	13,226			13,511	13,226	13,226	13,226	13,226
Adjustments to fair value, total assets acquired							(285)
Liabilities	387			92	387	387	387	387
Adjustments to fair value, liabilities							295
Deferred income taxes, net	2,195			2,785	2,195	2,195	2,195	2,195
Adjustments to fair value, deferred income taxes, net							(590)
Net assets acquired	10,644			10,634	10,644	10,644	10,644	10,644
Adjustments to fair value, net assets acquired							10
Payments to Acquire Businesses, Net of Cash Acquired, Total	10,644			10,634
Adjustments to fair value, cash paid, net of cash acquired							10
Cash paid, net of cash acquired	10,644			10,634
Trevigen Inc. [Member] | Developed Technology Rights [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	5,100			3,800	5,100	5,100	5,100	5,100
Adjustments to fair value, intangible assets							1,300
Trevigen Inc. [Member] | Customer Relationships [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	260			1,900	260	260	260	260
Adjustments to fair value, intangible assets							(1,640)
Trevigen Inc. [Member] | Trade Names [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	160			$ 1,400	160	160	160	160
Adjustments to fair value, intangible assets							(1,240)
Atlanta Biologicals [Member]
Current assets, net of cash	15,722		$ 18,678		15,722	15,722	15,722	15,722
Adjustments to fair value, current assets, net of cash						(2,956)
Equipment and other long-term assets	4,901		4,348		4,901	4,901	4,901	4,901
Adjustments to fair value, equipment and other long-term assets						553
Goodwill	10,195		21,695		10,195	10,195	10,195	10,195
Goodwill, Purchase Accounting Adjustments						(11,500)
Total assets acquired	59,718		56,221		59,718	59,718	59,718	59,718
Adjustments to fair value, total assets acquired						3,497
Liabilities	90		90		90	90	90	90
Adjustments to fair value, liabilities
Deferred income taxes, net	8,354		4,845		8,354	8,354	8,354	8,354
Adjustments to fair value, deferred income taxes, net						3,509
Net assets acquired	51,274		51,286		51,274	51,274	51,274	51,274
Adjustments to fair value, net assets acquired						(12)
Payments to Acquire Businesses, Net of Cash Acquired, Total	51,274		51,286
Adjustments to fair value, cash paid, net of cash acquired						(12)
Cash paid, net of cash acquired	51,274		51,286
Atlanta Biologicals [Member] | Developed Technology Rights [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	23,000		9,000		23,000	23,000	23,000	23,000
Adjustments to fair value, intangible assets						14,700
Atlanta Biologicals [Member] | Customer Relationships [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	3,600		1,500		3,600	3,600	3,600	3,600
Adjustments to fair value, intangible assets						1,400
Atlanta Biologicals [Member] | Trade Names [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	2,300		$ 1,000		2,300	2,300	2,300	2,300
Adjustments to fair value, intangible assets						1,300
Eurocell Diagnostics, SAS [Member]
Current assets, net of cash	512	$ 512			512	512	512	512
Adjustments to fair value, current assets, net of cash
Equipment and other long-term assets	188	188			188	188	188	188
Adjustments to fair value, equipment and other long-term assets
Goodwill	2,910	113			2,910	2,910	2,910	2,910
Goodwill, Purchase Accounting Adjustments					2,797
Total assets acquired	9,882	7,085			9,882	9,882	9,882	9,882
Adjustments to fair value, total assets acquired					2,797
Liabilities	483	483			483	483	483	483
Adjustments to fair value, liabilities
Deferred income taxes, net	2,070	2,070			2,070	2,070	2,070	2,070
Adjustments to fair value, deferred income taxes, net
Net assets acquired	7,329	4,532			7,329	7,329	7,329	7,329
Adjustments to fair value, net assets acquired					2,797
Payments to Acquire Businesses, Net of Cash Acquired, Total	5,933	3,136
Adjustments to fair value, cash paid, net of cash acquired					2,797
Cash paid, net of cash acquired	5,933	3,136
Business Combination, Consideration Transferred, Liabilities Incurred	1,396	1,396
Adjustments to fair value, Consideration payable
Eurocell Diagnostics, SAS [Member] | Customer Relationships [Member]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles	$ 6,272	$ 6,272			6,272	$ 6,272	$ 6,272	$ 6,272
Adjustments to fair value, intangible assets

XML

Note 2 - Acquisitions - Pro Forma Financial Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Net sales	$ 564,220	$ 523,840
Net income	$ 99,380	$ 110,536

XML

Note 2 - Acquisitions - Estimated Fair Values of Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands				12 Months Ended
	Aug. 01, 2016	Jul. 01, 2016	Jul. 08, 2015	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Goodwill				$ 597,890	$ 579,026	$ 430,882
Payments to Acquire Businesses, Net of Cash Acquired, Total				67,851	253,785	$ 91,423
Contingent consideration payable					$ 3,300
Advanced Cell Diagnostics (ACD) [Member]
Current assets, net of cash				15,824
Equipment and other long-term assets				2,757
Other long-term assets				3,812
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Goodwill				143,967
Total assets acquired				344,560
Liabilities				4,179
Deferred income taxes, net				52,743
Net assets acquired				287,638
Payments to Acquire Businesses, Net of Cash Acquired, Total	$ 247,000			247,038
Business Combination, Consideration Transferred, Liabilities Incurred	$ 11,000			3,600
Contingent consideration payable				37,000
Net assets acquired				287,638
Advanced Cell Diagnostics (ACD) [Member] | Developed Technology Rights [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets				150,000
Advanced Cell Diagnostics (ACD) [Member] | Trade Names [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets				21,900
Advanced Cell Diagnostics (ACD) [Member] | Customer Relationships [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets				6,300
Space [Member]
Current assets, net of cash				2,128
Equipment and other long-term assets				159
Other long-term assets
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Goodwill				3,517
Total assets acquired				12,573
Liabilities				1,445
Deferred income taxes, net				2,125
Net assets acquired				9,003
Payments to Acquire Businesses, Net of Cash Acquired, Total		$ 6,700		6,747
Business Combination, Consideration Transferred, Liabilities Incurred		$ 2,300		2,256
Contingent consideration payable
Net assets acquired				9,003
Space [Member] | Developed Technology Rights [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets
Space [Member] | Trade Names [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets
Space [Member] | Customer Relationships [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets				6,769
Zephyrus [Member]
Current assets, net of cash				56
Equipment and other long-term assets				32
Other long-term assets
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Goodwill				8,686
Total assets acquired				17,074
Liabilities				53
Deferred income taxes, net				2,521
Net assets acquired				14,500
Payments to Acquire Businesses, Net of Cash Acquired, Total				8,000
Business Combination, Consideration Transferred, Liabilities Incurred
Contingent consideration payable				6,500
Net assets acquired				14,500
Zephyrus [Member] | Developed Technology Rights [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets				8,300
Zephyrus [Member] | Trade Names [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets
Zephyrus [Member] | Customer Relationships [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets
Cliniqa [Member]
Current assets, net of cash				11,926
Equipment and other long-term assets				1,436
Other long-term assets				58
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Goodwill				42,669
Total assets acquired				102,189
Liabilities				1,508
Deferred income taxes, net				17,793
Net assets acquired				82,888
Payments to Acquire Businesses, Net of Cash Acquired, Total			$ 82,900	82,888
Business Combination, Consideration Transferred, Liabilities Incurred
Contingent consideration payable
Net assets acquired				82,888
Cliniqa [Member] | Developed Technology Rights [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets				18,000
Cliniqa [Member] | Trade Names [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets				1,100
Cliniqa [Member] | Customer Relationships [Member]
us-gaap_FiniteLivedIntangibleAssetsNetAbstract
Intangible assets				$ 27,000

XML

Note 3 - Supplemental Balance Sheet and Cash Flow Information (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Available-for-sale Securities, Total	$ 59,800	$ 59,800	$ 66,100
Amortization of Intangible Assets, Total		47,076	44,393	$ 29,395
Other Assets, Noncurrent, Total	5,266	5,266	44,002
Cost Method Investments	2,606	$ 2,606	40,385
Astute Medical, Inc. [Member]
Payments to Acquire Investments, Total	$ 22,500
Astute Medical, Inc. [Member]
Percentage of Ownership Interests	16.40%	16.40%
Asset Impairment Charges, Total		$ 16,200
Cost Method Investments	$ 1,300	1,300
Developed Technology Rights [Member] | Cost of Sales [Member]
Amortization of Intangible Assets, Total		25,300	23,100	11,100
Trade Names, Customer Relationships, Non-Compete Agreements, and Patents [Member] | Selling, General and Administrative Expenses [Member]
Amortization of Intangible Assets, Total		$ 21,600	$ 21,300	$ 18,300
ChemoCentryx, Inc (CCXI) [Member]
Share Price	$ 13.17	$ 13.17	$ 9.36
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	$ 2,100
ChemoCentryx, Inc (CCXI) [Member]
Proceeds from Sale of Available-for-sale Securities, Total	$ 26,900
Share Price	$ 13.17	$ 13.17
Available-for-sale Securities, Gross Realized Gain (Loss), Total		$ 15,700
Available-for-sale Equity Securities, Amortized Cost Basis, Total	$ 18,800	18,800	$ 29,500
Available-for-sale Equity Securities, Gross Unrealized Gain		$ 35,400
Available-for-sale, Amortized Cost Basis, Price Per Share	$ 4.73	$ 4.73

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Note 3 - Supplemental Balance Sheet and Cash Flow Information - Inventories (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Jun. 30, 2017
Raw materials	$ 30,956	$ 22,074
Finished goods	54,692	38,077
Inventories, net	$ 85,648	$ 60,151

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Note 3 - Supplemental Balance Sheet and Cash Flow Information - Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Jun. 30, 2017
Property and equipment, cost	$ 284,800	$ 263,361
Accumulated depreciation and amortization	(139,452)	(128,237)
Property and equipment, net	145,348	135,124
Land [Member]
Property and equipment, cost	7,065	6,270
Building and Building Improvements [Member]
Property and equipment, cost	170,110	158,495
Machinery and Equipment [Member]
Property and equipment, cost	$ 107,625	$ 98,596

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Note 3 - Supplemental Balance Sheet and Cash Flow Information - Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Intangible assets	$ 608,540	$ 572,191
Accumulated amortization	(162,208)	(120,149)
Intangibles assets, net	$ 446,332	452,042	$ 310,524
Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	1 year
Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	20 years
Developed Technology Rights [Member]
Intangible assets	$ 305,303	276,959
Developed Technology Rights [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	9 years
Developed Technology Rights [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	15 years
Trade Names [Member]
Intangible assets	$ 89,608	87,092
Trade Names [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	2 years
Trade Names [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	20 years
Customer Relationships [Member]
Intangible assets	$ 212,228	204,243
Customer Relationships [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	7 years
Customer Relationships [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	16 years
Noncompete Agreements [Member]
Intangible assets		3,264
Noncompete Agreements [Member] | Minimum [Member]
Finite-Lived Intangible Asset, Useful Life	3 years
Noncompete Agreements [Member] | Maximum [Member]
Finite-Lived Intangible Asset, Useful Life	5 years
Patents [Member]
Finite-Lived Intangible Asset, Useful Life	10 years
Intangible assets	$ 1,401	$ 633

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Note 3 - Supplemental Balance Sheet and Cash Flow Information - Changes to Carrying Amount of Net Intangible Assets (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Beginning balance	$ 452,042	$ 310,524
Acquisitions	40,673	185,869
Other additions	908	976
Amortization expense	(47,076)	(44,393)	$ (29,395)
Currency translation	(215)	(934)
Ending balance	$ 446,332	$ 452,042	$ 310,524

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Note 3- Supplemental Balance Sheet and Cash Flow Information - Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands	Jun. 30, 2018 USD ($)
2019	$ 47,841
2020	47,137
2021	46,772
2022	45,060
2023	43,176
Thereafter	216,346
Total	$ 446,332

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Note 3 - Supplemental Balance Sheet and Cash Flow Information - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Balance	$ 579,026	$ 430,882
Acquisitions (Note 2)	19,096	147,484
Prior year acquisitions		1,809
Currency translation	(232)	(1,149)
Balance	597,890	579,026
Biotechnology [Member]
Balance	254,930	108,723
Acquisitions (Note 2)	16,186	147,484
Prior year acquisitions
Currency translation	759	(1,277)
Balance	271,875	254,930
Protein Platforms [Member]
Balance	220,826	218,889
Acquisitions (Note 2)
Prior year acquisitions		1,809
Currency translation	(815)	128
Balance	220,011	220,826
Diagnostics [Member]
Balance	103,270	103,270
Acquisitions (Note 2)	2,910
Prior year acquisitions
Currency translation	(176)
Balance	$ 106,004	$ 103,270

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Note 3 - Supplemental Balance Sheet and Cash Flow Information - Other Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Jun. 30, 2017
Cost Method Investments	$ 2,606	$ 40,385
Other	2,660	3,617
Other long-term assets	$ 5,266	$ 44,002

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Note 3 - Supplemental Balance Sheet and Cash Flow Information - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands		12 Months Ended
		Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Income taxes paid		$ 35,076	$ 42,900	$ 44,900
Interest paid		9,844	7,452	1,661
Acquisition-related liabilities	[1]	$ 1,396	$ 32,856	$ 42,259

[1] Consists of holdback payments due at future dates and liabilities for contingent consideration. Further information regarding liabilities for contingent consideration can be found in Note 4.

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Note 4 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Jun. 30, 2018	Mar. 31, 2017	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016	Aug. 01, 2016	Mar. 14, 2016
Business Combination, Liabilities Arising from Contingencies, Amount Recognized	$ 0		$ 0
Payment for Contingent Consideration Liability			88,500	$ 28,500
Payment for Contingent Consideration Liability, Financing Activities			61,900	20,316
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability			(26,600)	(11,800)
Payment for Contingent Consideration Liability, Operating Activities				11,800
CyVek, Inc. [Member]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	35,000		35,000
Business Combination, Liabilities Arising from Contingencies, Amount Recognized	35,000		35,000
Zephyrus [Member]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	7,000		7,000				$ 7,000
Business Combination, Liabilities Arising from Contingencies, Amount Recognized	6,500		6,500
Payment for Contingent Consideration Liability				3,500
Payment for Contingent Consideration Liability, Financing Activities	3,500	$ 3,500
Advanced Cell Diagnostics (ACD) [Member]
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	75,000		75,000			$ 75,000
Business Combination, Liabilities Arising from Contingencies, Amount Recognized	37,000		37,000
Payment for Contingent Consideration Liability				$ 25,000
Advance Cell Diagnostics (ACD), Zephyrus, and CyVek Inc.[Member]
Business Combination, Liabilities Arising from Contingencies, Amount Recognized	$ 78,500		$ 78,500

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Note 4 - Fair Value Measurements - Assets and Liabilities Measured on a Recurring Basis (Details) - USD ($) $ in Thousands		Jun. 30, 2018	Jun. 30, 2017
Total Assets		$ 59,764	$ 66,102
Business Combination, Contingent Consideration, Liability, Total			68,400
Fair Value, Inputs, Level 1 [Member]
Total Assets		59,764	64,045
Business Combination, Contingent Consideration, Liability, Total
Fair Value, Inputs, Level 2 [Member]
Total Assets			2,057
Business Combination, Contingent Consideration, Liability, Total
Fair Value, Inputs, Level 3 [Member]
Total Assets
Business Combination, Contingent Consideration, Liability, Total			68,400
Equity Securities [Member]
Investments, Fair Value Disclosure	[1]	54,286	59,616
Equity Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Investments, Fair Value Disclosure	[1]	54,286	59,616
Equity Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Investments, Fair Value Disclosure	[1]
Equity Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Investments, Fair Value Disclosure	[1]
Certificates of Deposit [Member]
Investments, Fair Value Disclosure	[1]	5,478	4,429
Certificates of Deposit [Member] | Fair Value, Inputs, Level 1 [Member]
Investments, Fair Value Disclosure	[1]	5,478	4,429
Certificates of Deposit [Member] | Fair Value, Inputs, Level 2 [Member]
Investments, Fair Value Disclosure	[1]
Certificates of Deposit [Member] | Fair Value, Inputs, Level 3 [Member]
Investments, Fair Value Disclosure	[1]
Corporate Debt Securities [Member]
Investments, Fair Value Disclosure	[1]		2,057
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Investments, Fair Value Disclosure	[1]
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 2 [Member]
Investments, Fair Value Disclosure	[1]		2,057
Corporate Debt Securities [Member] | Fair Value, Inputs, Level 3 [Member]
Investments, Fair Value Disclosure	[1]

[1] Included in available-for-sale investments on the balance sheet

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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	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Fair value at the beginning of period	$ 68.4	$ 38.5
Purchase price contingent consideration (Note 2)		40.0
Payments	(88.5)	(28.5)
Change in fair value of contingent consideration	20.1	18.4
Contingent consideration payable		$ 68.4

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Note 5 - Debt and Other Financing Arrangements (Details Textual) - USD ($) $ in Millions	Jul. 28, 2016	Aug. 01, 2018	Jun. 30, 2018
New Credit Facility [Member] | Subsequent Event [Member] | Term Loan [Member]
Long-term Debt, Total		$ 250
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
Long-term Line of Credit, Total			$ 339
Revolving Credit Facility [Member] | New Credit Facility [Member] | Subsequent Event [Member]
Line of Credit Facility, Additional Borrowing Capacity		200
Line of Credit Facility, Maximum Borrowing Capacity		$ 600
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%

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Note 6 - Commitments and Contingencies (Details Textual) - USD ($) $ in Millions	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Operating Leases, Rent Expense, Net, Total	$ 10.8	$ 9.8	$ 8.1

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Note 6 - Commitments and Contingencies - Aggregate Net Minimum Rental Commitments (Details) $ in Thousands	Jun. 30, 2018 USD ($)
2019	$ 10,654
2020	10,527
2021	10,281
2022	10,524
2023	10,411
Thereafter	37,900
Total	$ 90,297

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Note 7 - Accumulated Other Comprehensive Income - Changes in Accumulated Other Comprehensive Income (Loss), Net of Tax (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Balance	$ 949,627	$ 879,280	$ 846,935
Balance	1,079,061	949,627	879,280
Accumulated Net Investment Gain (Loss) Attributable to Parent [Member]
Balance	18,989	(5,542)	14,382
Other comprehensive income (loss) before reclassifications	18,108	24,531	(19,924)
Amounts reclassified from accumulated other comprehensive loss to income	(12,415)
Balance	24,682	18,989	(5,542)
Accumulated Foreign Currency Adjustment Attributable to Parent [Member]
Balance	(67,924)	(64,863)	(44,975)
Other comprehensive income (loss) before reclassifications	(1,572)	(3,061)	(19,888)
Amounts reclassified from accumulated other comprehensive loss to income
Balance	(69,496)	(67,924)	(64,863)
AOCI Attributable to Parent [Member]
Balance	(48,935)	(70,405)	(30,593)
Other comprehensive income (loss) before reclassifications	16,536	21,470	(39,812)
Amounts reclassified from accumulated other comprehensive loss to income	(12,415)
Balance	$ (44,814)	$ (48,935)	$ (70,405)

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Note 8 - Earnings Per Share (Details Textual) - shares shares in Millions	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	0.9	2.0	1.2

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Note 8 - Earnings Per Share - Shares Used in the Earnings Per Share Computations (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Net earnings	$ 41,701	$ 19,738	$ 48,847	$ 15,863	$ 27,609	$ 22,167	$ 7,467	$ 18,843	$ 126,150	$ 76,086	$ 104,476
Income allocated to participating securities									(108)	(65)	(52)
Income available to common shareholders									$ 126,042	$ 76,021	$ 104,424
Basic (in shares)	37,585	37,503	37,449	37,376	37,344	37,320	37,308	37,281	37,476	37,313	37,194
Basic (in dollars per share)	$ 1.11	$ 0.53	$ 1.30	$ 0.42	$ 0.74	$ 0.59	$ 0.20	$ 0.51	$ 3.36	$ 2.04	$ 2.81
Net income	$ 41,701	$ 19,738	$ 48,847	$ 15,863	$ 27,609	$ 22,167	$ 7,467	$ 18,843	$ 126,150	$ 76,086	$ 104,476
Income available to common shareholders									$ 126,042	$ 76,021	$ 104,424
Weighted-average shares outstanding – basic (in shares)	37,585	37,503	37,449	37,376	37,344	37,320	37,308	37,281	37,476	37,313	37,194
Dilutive effect of stock options and restricted stock units (in shares)									579	187	132
Weighted-average common shares outstanding – diluted (in shares)	38,347	38,142	37,926	37,705	37,546	37,494	37,478	37,473	38,055	37,500	37,326
Diluted (in dollars per share)	$ 1.08	$ 0.52	$ 1.29	$ 0.42	$ 0.74	$ 0.59	$ 0.20	$ 0.50	$ 3.31	$ 2.03	$ 2.80

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Note 9 - Share-based Compensation and Other Benefit Plans (Details Textual) - USD ($)	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2015
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	3,452,000	2,821,000	1,819,000	1,137,000
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost	$ 8,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 22.07	$ 18.21	$ 18.50
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value	$ 10,600,000	$ 2,300,000	$ 2,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value	8,800,000	5,000,000	2,000,000
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense		$ 500,000	$ 600,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total	$ 26,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Non-vested, Forfeiture Rate	3.00%
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 36 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total	1,087,000	1,135,000	805,000
Profit Sharing and Savings Plan [Member] | UNITED STATES
Defined Contribution Plan, Cost	$ 2,500,000	$ 2,200,000	$ 1,200,000
Profit Sharing and Savings Plan [Member] | UNITED KINGDOM
Defined Contribution Plan, Cost	1,400,000	800,000	800,000
Selling, General and Administrative Expenses [Member]
Allocated Share-based Compensation Expense, Total	28,200,000	14,600,000	9,400,000
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	1,700,000	1,400,000	1,400,000
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 1,600,000	900,000	500,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period	3 years
Equity Incentive Plan 2010 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	6,600,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	2,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	3,400,000
Equity Incentive Plan 2010 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	10 years
Nonqualified Stock Options Plan 1998 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Ending Balance	35,000
Employee Stock Purchase Plan 2014 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	200,000
Allocated Share-based Compensation Expense, Total	$ 281,000	213,000	144,000
Performance Incentive Programs [Member] | Executive Officer [Member]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold	$ 7,200,000	$ 4,700,000	$ 4,200,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Net of Forfeitures, Total	553,750	896,778	620,917
Performance Incentive Programs [Member] | Restricted Stock [Member] | Executive Officer [Member]
Stock Issued During Period, Shares, Restricted Stock Award, Gross	14,194	16,653	39,931
Performance Incentive Programs [Member] | Restricted Stock Units (RSUs) [Member] | Executive Officer [Member]
Stock Issued During Period, Shares, Restricted Stock Award, Gross	35,174	11,522	26,583

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Note 9 - Share-based Compensation and Other Benefit Plans - Assumptions Used in Black-Scholes Option-Pricing Model (Details)	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Dividend yield	1.10%	1.20%	1.20%
Expected volatility
Risk-free interest rates
Expected lives (years) (Year)	4 years 255 days	4 years 255 days	4 years 292 days
Minimum [Member]
Expected volatility	20.00%	21.00%	20.00%
Risk-free interest rates	1.70%	1.00%	1.20%
Maximum [Member]
Expected volatility	21.00%	24.00%	23.00%
Risk-free interest rates	2.80%	1.90%	1.90%

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Note 9 - Share-based Compensation and Other Benefit Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Millions	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Outstanding, shares (in shares)	2,821	1,819	1,137
Outstanding, weighted average exercise price (in dollars per share)	$ 98.42	$ 91.91	$ 81.57
Granted, shares (in shares)	1,087	1,135	805
Granted, weighted average exercise price (in dollars per share)	$ 120.67	$ 107.42	$ 105.16
Forfeited, shares (in shares)	(252)	(70)	(54)
Forfeited, weighted average exercise price (in dollars per share)	$ 86.62	$ 99.11	$ 99.68
Exercised, shares (in shares)	(204)	(63)	(69)
Exercised, weighted average exercise price (in dollars per share)	$ 111.51	$ 71.81	$ 69.82
Outstanding, shares (in shares)	3,452	2,821	1,819
Outstanding, weighted average exercise price (in dollars per share)	$ 105.17	$ 98.42	$ 91.91
Outstanding, weighted average contractual life (Year)	144 years 255 days
Outstanding, aggregate intrinsic value	$ 4.8
Exercisable, shares (in shares)	1,151	843	596
Exercisable, weighted average exercise price (in dollars per share)	$ 90.75	$ 82.93	$ 75.74
Exercisable, weighted average contractual life (Year)	65 years 292 days
Exercisable, aggregate intrinsic value	$ 3.8

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Note 9 - Share-based Compensation and Other Benefit Plans - Restricted Stock and Restricted Stock Units Activity (Details) - $ / shares shares in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2015
Restricted Stock [Member]
Balance, shares (in shares)	32	23	19
Balance, weighted average exercise price (in dollars per share)	$ 105.80	$ 98.03	$ 83.94
Balance, weighted average contractual life (Year)	6 years 73 days
Granted, shares (in shares)	20	24	20
Granted, weighted average exercise price (in dollars per share)	$ 125.05	$ 104.94	$ 99.53
Vested, shares (in shares)	(17)	(15)	(16)
Vested, weighted average exercise price (in dollars per share)	$ 104.66	$ 92.62	$ 83.58
Forfeited, shares (in shares)
Forfeited, weighted average exercise price (in dollars per share)
Balance, shares (in shares)	35	32	23	19
Balance, weighted average exercise price (in dollars per share)	$ 117.39	$ 105.80	$ 98.03	$ 83.94
Forfeited, shares (in shares)
Forfeited, shares (in shares)
Restricted Stock Units (RSUs) [Member]
Balance, shares (in shares)	111	59	29
Balance, weighted average exercise price (in dollars per share)	$ 106.39	$ 100.40	$ 93.51
Balance, weighted average contractual life (Year)	5 years 182 days
Granted, shares (in shares)	71	65	35
Granted, weighted average exercise price (in dollars per share)	$ 129.99	$ 109.36	$ 105.01
Vested, shares (in shares)	(16)	(9)	(5)
Vested, weighted average exercise price (in dollars per share)	$ 95.46	$ 92.94	$ 92.15
Forfeited, shares (in shares)	18	4
Forfeited, weighted average exercise price (in dollars per share)	$ 115.01	$ 98.04
Balance, shares (in shares)	148	111	59	29
Balance, weighted average exercise price (in dollars per share)	$ 117.95	$ 106.39	$ 100.40	$ 93.51
Forfeited, shares (in shares)	(18)	(4)
Forfeited, shares (in shares)	(18)	(4)

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Note 10 - Income Taxes (Details Textual) - USD ($) $ in Thousands	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Dec. 31, 2018	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%		28.10%	35.00%	35.00%
Income Tax Expense (Benefit), Continuing Operations, Adjustments, New Legislation			$ 3,300
Accrued Income Taxes, Current			$ 8,878	$ 2,478
Change in Effective Income Tax Rate, Percentage			32.20%	2.80%
Income Tax Expense (Benefit), Discrete Tax Items			$ (33,000)
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability			(36,500)
Income Tax Expense (Benefit), Federal Translation Tax			3,300
Income Tax Expense (Benefit), Stock Options Exercises			(2,200)
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Revaluation of Contingent Consideration			4,200	$ 4,500
Effective Income Tax Rate Reconciliation, Nondeductible Expense, Discrete Tax Items				3,800
Deferred Tax Assets, Valuation Allowance, Total			2,978	3,341
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount			(300)
Deferred Tax Assets, Net of Valuation Allowance, Total			40,345	$ 60,447
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability, Undistributed Earnings of Foreign Subsidiaries			124,600
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member]
Operating Loss Carryforwards, Total			38,400
Tax Credit Carryforward, Amount			3,500
State and Local Jurisdiction [Member]
Operating Loss Carryforwards, Total			72,800
Tax Credit Carryforward, Amount			4,400
Foreign Tax Authority [Member]
Operating Loss Carryforwards, Total			3,200
Operating Loss and Credit Carryforwards [Member]
Deferred Tax Assets, Valuation Allowance, Total			3,000
Operating Loss Carryforwards [Member]
Deferred Tax Assets, Net of Valuation Allowance, Total			14,000
Tax Credit Carryforwards [Member]
Deferred Tax Assets, Net of Valuation Allowance, Total			6,000
Transition Tax [Member]
Accrued Income Taxes, Current			300
Accrued Income Taxes, Noncurrent			$ 3,000
Scenario, Forecast [Member]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent		21.00%

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Note 10 - Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Domestic	$ 81,557	$ 81,721	$ 120,154
Foreign	44,395	30,240	27,327
Income before income taxes	125,952	111,961	147,481
Federal	28,416	28,462	34,805
State	5,315	4,051	2,958
Foreign	11,983	8,212	7,579
Total current tax provision	45,714	40,725	45,342
Federal	(40,378)	(901)	1,906
State	(1,381)	(968)	(428)
Foreign	(4,154)	(2,981)	(3,815)
Total deferred tax provision	(46,716)	(3,433)	(2,624)
Total income tax provision	$ (198)	$ 35,875	$ 43,005

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Note 10 - Income Taxes - Reconciliation of Federal Tax Calculated at Statutory Rate (Details)	6 Months Ended	12 Months Ended
	Dec. 31, 2017	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	35.00%	28.10%	35.00%	35.00%
State income taxes, net of federal benefit		2.50%	1.90%	1.30%
Qualified production activity deduction		(2.40%)	(3.40%)	(2.70%)
Research and development tax credit		(1.40%)	(1.40%)	(1.10%)
Contingent consideration adjustment		3.30%	4.10%
Foreign tax rate differences		(3.50%)	(4.60%)	(3.10%)
Option exercises		(1.80%)
Domestic tax legislation changes		(26.20%)
Other, net		1.20%	0.40%	(0.20%)
Effective tax rate		(0.20%)	32.00%	29.20%

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Note 10 - Income Taxes - Temporary Differences Comprising Deferred Taxes on Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Jun. 30, 2018	Jun. 30, 2017
Inventory	$ 5,873	$ 9,415
Net operating loss carryovers	15,938	24,617
Tax credit carryovers	7,029	6,386
Excess tax basis in equity investments	2,813	4,381
Deferred compensation	7,806	9,052
Other	3,864	9,937
Valuation allowance	(2,978)	(3,341)
Deferred tax assets	40,345	60,447
Net unrealized gain on available-for-sale investments	(8,384)	(11,153)
Intangible asset amortization	(111,247)	(162,460)
Depreciation	(6,349)	(5,628)
Other	658	1,802
Deferred tax liabilities	(126,638)	(181,043)
Net deferred tax liabilities	$ (86,293)	$ (120,596)

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Note 10 - Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Balance	$ 1,747	$ 1,480	$ 1,688
Additions due to acquisitions		628
Additions for tax positions of current year	35	13	36
Closure of tax years		(374)	(244)
Tax Reform	165
Balance	$ 1,947	$ 1,747	$ 1,480

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Note 11 - Segment Information (Details Textual)	12 Months Ended
	Jun. 30, 2018	Jun. 30, 2017
Number of Reportable Segments	3
Customer Concentration Risk [Member] | Sales Revenue, Segment [Member] | Biotechnology [Member]
Number of Major Customers	0
Customer Concentration Risk [Member] | Sales Revenue, Segment [Member] | Protein Platforms [Member]
Number of Major Customers	0
Customer Concentration Risk [Member] | Sales Revenue, Segment [Member] | Diagnostics [Member]
Number of Major Customers	0
Customer Concentration Risk [Member] | Sales Revenue, Segment [Member] | Diagnostics [Member] | One Customer [Member]
Concentration Risk, Percentage		12.00%

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Note 11 - Segment Information - Financial Information Relating to Reportable Segments (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Net sales	$ 180,254	$ 163,973	$ 154,153	$ 144,613	$ 156,578	$ 144,037	$ 131,807	$ 130,581	$ 642,993	$ 563,003	$ 499,023
Operating income									136,178	120,584	150,593
Costs recognized upon sale of acquired inventory									(2,455)	(3,037)	(5,431)
Amortization of intangibles									(47,076)	(44,393)	(29,395)
Corporate general, selling and administrative expenses									(240,636)	(200,443)	(140,879)
Acquisition Related [Member]
Corporate general, selling and administrative expenses									(6,715)	(4,952)	(5,007)
Operating Segments [Member]
Operating income									245,376	213,386	202,617
Intersegment Eliminations [Member]
Net sales									(536)	(104)	(125)
Segment Reconciling Items [Member]
Acquisition related expenses									(24,429)	(25,789)	(2,761)
Restructuring costs									(376)
Stock-based compensation									(28,240)	(14,631)	(9,430)
Biotechnology [Member] | Operating Segments [Member]
Net sales									421,536	364,504	317,340
Operating income									199,100	175,163	168,613
Protein Platforms [Member] | Operating Segments [Member]
Net sales									111,885	91,464	77,324
Operating income									17,996	9,648	3,592
Diagnostics [Member] | Operating Segments [Member]
Net sales									110,108	107,139	104,484
Operating income									$ 28,280	$ 28,575	$ 30,412

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Note 11 - Segment Information - Financial Information Relating to Geographic Areas (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
External sales	$ 180,254	$ 163,973	$ 154,153	$ 144,613	$ 156,578	$ 144,037	$ 131,807	$ 130,581	$ 642,993	$ 563,003	$ 499,023
Long-lived assets	145,348				135,124				145,348	135,124	132,362
Intangible assets, net	446,332				452,042				446,332	452,042	310,524
UNITED STATES
External sales									346,293	313,195	275,859
EMEA, excluding U.K. [Member]
External sales									148,599	125,126	103,060
United States and Canada [Member]
Long-lived assets	129,360				119,859				129,360	119,859	116,830
Intangible assets, net	417,430				424,579				417,430	424,579
UNITED KINGDOM
External sales									33,704	28,401	28,307
Europe [Member]
Long-lived assets	14,597				14,100				14,597	14,100	14,423
Intangible assets, net	21,386				18,710				21,386	18,710
APAC, excluding Greater China [Member]
External sales									48,392	41,463	38,137
CHINA
External sales									47,950	39,078	36,199
Long-lived assets	1,391				1,165				1,391	1,165	1,109
Intangible assets, net	$ 7,516				$ 8,753				7,516	8,753
Rest of World [Member]
External sales									$ 18,055	$ 15,740	$ 17,461

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Note 12 - Quarterly Financial Data (Unaudited) - Quarterly Financial Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended								12 Months Ended
	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2017	Sep. 30, 2017	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2018	Jun. 30, 2017	Jun. 30, 2016
Net sales	$ 180,254	$ 163,973	$ 154,153	$ 144,613	$ 156,578	$ 144,037	$ 131,807	$ 130,581	$ 642,993	$ 563,003	$ 499,023
Cost of sales	58,074	53,712	52,319	46,745	54,207	47,355	43,664	43,236	210,850	188,462	162,364
Net earnings(1)	$ 41,701	$ 19,738	$ 48,847	$ 15,863	$ 27,609	$ 22,167	$ 7,467	$ 18,843	$ 126,150	$ 76,086	$ 104,476
Basic (in dollars per share)	$ 1.11	$ 0.53	$ 1.30	$ 0.42	$ 0.74	$ 0.59	$ 0.20	$ 0.51	$ 3.36	$ 2.04	$ 2.81
Diluted (in dollars per share)	$ 1.08	$ 0.52	$ 1.29	$ 0.42	$ 0.74	$ 0.59	$ 0.20	$ 0.50	$ 3.31	$ 2.03	$ 2.80
Basic (in shares)	37,585	37,503	37,449	37,376	37,344	37,320	37,308	37,281	37,476	37,313	37,194
Diluted (in shares)	38,347	38,142	37,926	37,705	37,546	37,494	37,478	37,473	38,055	37,500	37,326

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Note 13 - Subsequent Events (Details Textual) - USD ($) $ in Millions	Aug. 01, 2018	Jul. 02, 2018	Jul. 28, 2016
Revolving Credit Facility [Member]
Line of Credit Facility, Additional Borrowing Capacity			$ 200
Subsequent Event [Member] | New Credit Facility [Member] | Term Loan [Member]
Long-term Debt, Total	$ 250
Subsequent Event [Member] | Revolving Credit Facility [Member] | New Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	600
Line of Credit Facility, Additional Borrowing Capacity	200
QT Holdings Corporation [Member] | Subsequent Event [Member]
Payments to Acquire Businesses, Gross		$ 20
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High		$ 51
Exosome Diagnostics, Inc [Member] | Subsequent Event [Member]
Payments to Acquire Businesses, Gross	250
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High	$ 325