SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009, 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
__________________
TECHNE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1427402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
614 MCKINLEY PLACE N.E. (612) 379-8854
MINNEAPOLIS, MN 55413 (Registrant's telephone number,
(Address of principal (Zip Code) including area code)
executive offices)
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 (X) No ( )
Indicate by check mark whether the registrant has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) 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 whether the registrant is a large accelerated filer,
an accelerated filer a non-accelerated filer, or a smaller reporting company.
See definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer (X) Accelerated filer ( )
Non-accelerated filer ( ) Smaller reporting company ( )
Indicate by check mark whether the Registrant is a shell company (as defined
in Exchange Act Rule 12b-2). ( ) Yes (X) No
At November 3, 2009, 37,246,629 shares of the Company's Common Stock (par
value $.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
SEPTEMBER 30, 2009
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of September
30, 2009 and June 30, 2009 3
Condensed Consolidated Statements of Earnings for the
Quarters Ended September 30, 2009 and 2008 4
Condensed Consolidated Statements of Cash Flows for the
Quarters Ended September 30, 2009 and 2008 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 15
ITEM 4. CONTROLS AND PROCEDURES 16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 17
ITEM 1A. RISK FACTORS 17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS 17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS 18
ITEM 5. OTHER INFORMATION 18
ITEM 6. EXHIBITS 18
SIGNATURES 19
2
PART I. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
9/30/09 6/30/09
-------- --------
ASSETS
Cash and cash equivalents $174,757 $160,940
Short-term available-for-sale investments 52,518 41,947
Trade accounts receivable, net 30,334 29,516
Other receivables 1,391 1,637
Inventories 12,468 11,269
Deferred income taxes 9,403 9,345
Prepaid expenses 1,013 813
-------- --------
Total current assets 281,884 255,467
-------- --------
Available-for-sale investments 52,612 61,863
Property and equipment, net 98,806 100,133
Goodwill 25,068 25,068
Intangible assets, net 2,764 3,004
Deferred income taxes 3,447 3,601
Investments in unconsolidated entities 21,781 22,119
Other assets 684 750
-------- --------
$487,046 $472,005
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 5,705 $ 5,156
Salaries, wages and related accruals 3,546 4,010
Other accounts payable and accrued expenses 2,285 2,311
Income taxes payable 4,504 4,046
-------- --------
Total current liabilities 16,040 15,523
-------- --------
Common stock, par value $.01 per share;
authorized 100,000,000; issued and outstanding
37,244,629 and 37,244,029 372 372
Additional paid-in capital 118,080 117,946
Retained earnings 363,102 345,641
Accumulated other comprehensive loss (10,548) (7,477)
-------- --------
Total stockholders' equity 471,006 456,482
-------- --------
$487,046 $472,005
======== ========
See notes to condensed consolidated financial statements.
3
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share data)
(unaudited)
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
Net sales $ 66,534 $ 69,324
Cost of sales 12,901 13,086
-------- --------
Gross margin 53,633 56,238
-------- --------
Operating expenses:
Selling, general and administrative 8,038 8,840
Research and development 6,154 5,910
Amortization of intangible assets 240 240
-------- --------
Total operating expenses 14,432 14,990
-------- --------
Operating income 39,201 41,248
-------- --------
Other income (expense):
Interest income 1,168 2,887
Other non-operating expense, net (662) (1,187)
-------- --------
Total other income 506 1,700
-------- --------
Earnings before income taxes 39,707 42,948
Income taxes 12,935 14,355
-------- --------
Net earnings $ 26,772 $ 28,593
======== ========
Earnings per share:
Basic $ 0.72 $ 0.74
Diluted $ 0.72 $ 0.74
Cash dividends per common share $ 0.25 $ --
Weighted average common shares outstanding:
Basic 37,245 38,624
Diluted 37,339 38,747
See notes to condensed consolidated financial statements.
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 26,772 $ 28,593
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 2,005 1,921
Deferred income taxes (30) (176)
Stock-based compensation expense 102 102
Excess tax benefit from stock option exercises (10) (66)
Losses by equity method investees 338 259
Other 65 158
Change in operating assets and
operating liabilities:
Trade accounts and other receivables (533) (2,099)
Inventories (1,568) (443)
Prepaid expenses (203) 5
Trade accounts and other accounts payable
and accrued expenses 302 758
Salaries, wages and related accruals 286 (2,759)
Income taxes payable 503 522
-------- --------
Net cash provided by operating activities 28,029 26,775
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (563) (742)
Purchase of available-for-sale investments (6,365) (29,698)
Proceeds from sales of available-for-sale
investments 124 12,781
Proceeds from maturities of available-for-sale
investments 5,225 10,760
Distribution from unconsolidated entity -- 1,340
-------- --------
Net cash used in investing activities (1,579) (5,559)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 22 797
Excess tax benefit from stock option exercises 10 66
Purchase of common stock for stock bonus plans (607) (1,681)
Dividends paid (9,311) --
Repurchase and retirement of common stock -- (12,902)
-------- --------
Net cash used in financing activities (9,886) (13,720)
-------- --------
Effect of exchange rate changes on cash and
cash equivalents (2,747) (12,417)
-------- --------
Net increase (decrease) in cash and cash equivalents 13,817 (4,921)
Cash and cash equivalents at beginning of period 160,940 166,992
-------- --------
Cash and cash equivalents at end of period $174,757 $162,071
======== ========
See notes to condensed consolidated financial statements.
5
TECHNE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
A. GENERAL
Basis of presentation:
The interim unaudited condensed consolidated financial statements of Techne
Corporation and Subsidiaries (the Company) have been prepared in accordance
with accounting principles generally accepted in the United States of America
and with instructions to Form 10-Q and Article 10 of Regulation S-X. The
accompanying interim unaudited condensed consolidated financial statements
reflect all adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for the interim periods presented. All
such adjustments are of a normal recurring nature.
A summary of significant accounting policies followed by the Company is
detailed in the Company's Annual Report on Form 10-K for fiscal 2009. The
Company follows these policies in preparation of the interim unaudited
condensed consolidated financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted. These interim unaudited condensed
consolidated financial statements should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto for the fiscal
year ended June 30, 2009, included in the Company's Annual Report on Form
10-K for fiscal 2009.
Subsequent events:
The Company has evaluated subsequent events through November 5, 2009, the
date these condensed consolidated financial statements were issued.
Fair value measurements:
The carrying amounts of cash and cash equivalents, receivables, accounts
payable and other current liabilities approximate fair value due to their
short-term nature. The Company's available-for-sale securities of $105
million at September 30, 2009 are carried at fair value and are valued using
quoted market prices in active markets for identical assets and liabilities.
Recent accounting pronouncements:
In June 2009, the Financial Accounting Standards Board (FASB) issued Update
No. 2009-01, which establishes The FASB Accounting Standards Codification
(ASC) as the source of authoritative accounting principles recognized by the
FASB to be applied by nongovernmental entities in the preparation of
financial statements in conformity with generally accepted accounting
principles (GAAP). The ASC is effective for interim and annual periods
ending after September 15, 2009. The Company has adopted the ASC when
referring to GAAP in this report on Form 10-Q for the quarter ended
September 30, 2009. The adoption of the ASC did not have an impact on the
Company's consolidated financial statements.
In September 2006, the FASB issued guidance, now codified as ASC Topic 820,
Fair Value Measurements and Disclosures, which defines fair value,
establishes a framework for measuring fair value and expands disclosures
about fair value measurements. In February 2008, the FASB released additional
guidance, also now codified under ASC Topic 820, which provided for delayed
application of certain guidance related to non-financial assets and non-
financial liabilities not measured at fair value on a recurring basis. The
Company adopted ASC Topic 820 on July 1, 2008, except as it applies to those
nonfinancial assets and nonfinancial liabilities as noted in the FASB's
February 2008 guidance. The Company adopted the provisions of ASC Topic 820
with respect to nonfinancial assets and nonfinancial liabilities effective
July 1, 2009. The adoption of this pronouncement did not have a material
impact on the Company's consolidated financial statement disclosures.
6
In November 2008, the FASB issued EITF No. 08-6 Equity-Method Accounting
Considerations, now codified in ACS Topic 323. EITF 08-6 concludes
that the cost basis of a new equity-method investment would be determined
using a cost-accumulation model, which would continue the practice of
including transaction costs in the cost of investment and would exclude the
value of contingent consideration. It also requires that a share issuance
by an investee shall be accounted for by the investor as if the investor
had sold a proportionate share of its investment, with any resulting
gain or loss recognized in earnings. EITF 8-6 is effective for the
Company for fiscal year 2010. Adoption of EITF 08-6 did not have a material
impact on the Company's consolidated financial statements.
In June 2009, new guidance was issued by the FASB, now codified in ASC Topic
810, Consolidation. This statement amends the consolidation guidance
applicable to variable interest entities and is effective for the Company
beginning July 1, 2010. The Company believes the adoption of this
pronouncement will not have a significant impact on the Company's
consolidated financial statements.
B. BALANCE SHEET
Certain consolidated balance sheet captions appearing in this interim report
are as follows (in thousands):
9/30/09 6/30/09
-------- --------
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable $ 30,692 $ 29,873
Allowance for doubtful accounts (358) (357)
-------- --------
NET TRADE ACCOUNTS RECEIVABLE $ 30,334 $ 29,516
======== ========
INVENTORIES
Raw materials $ 5,192 $ 4,905
Supplies 147 142
Finished goods 7,129 6,222
-------- --------
TOTAL INVENTORIES $ 12,468 $ 11,269
======== ========
PROPERTY AND EQUIPMENT
Land $ 7,505 $ 7,538
Buildings and improvements 116,589 116,662
Laboratory equipment 25,127 24,759
Office equipment 4,827 4,746
-------- --------
154,048 153,705
Accumulated depreciation and amortization (55,242) (53,572)
-------- --------
NET PROPERTY AND EQUIPMENT $ 98,806 $100,133
======== ========
INTANGIBLE ASSETS
Customer relationships $ 1,966 $ 1,966
Technology 3,483 3,483
Trade names 1,396 1,396
-------- --------
6,845 6,845
Accumulated amortization (4,081) (3,841)
-------- --------
NET INTANGIBLE ASSETS $ 2,764 $ 3,004
======== ========
ACCUMULATED OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments ($11,330)($ 8,035)
Unrealized gains on available-for-sale investments 782 558
-------- --------
TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS ($10,548)($ 7,477)
======== ========
7
C. INCOME TAXES
Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $143 million as of September 30, 2009. Deferred taxes have not
been provided on such undistributed earnings as the Company has either paid
U.S. taxes on the undistributed earnings or intends to indefinitely reinvest
the undistributed earnings in the foreign operations. The Company is
evaluating the possibility of repatriating to the U.S., all or a portion of
the undistributed earnings on which it has previously paid U.S. taxes.
The maximum amount being considered for repatriation would not result in a
material amount of additional U.S. tax liability.
D. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
Weighted average common shares outstanding-basic 37,245 38,624
Dilutive effect of stock options and warrants 94 123
-------- --------
Weighted average common shares outstanding-diluted 37,339 38,747
======== ========
The dilutive effect of stock options and warrants 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 28,000 and 2,000 for the quarters
ended September 30, 2009 and 2008, respectively.
E. SEGMENT INFORMATION:
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Systems Europe Ltd. (R&D
Europe), and hematology. The biotechnology segment consists of R&D Systems,
Inc. (R&D Systems) Biotechnology Division, BiosPacific, Inc. (BiosPacific)
and R&D Systems China Co. Ltd. (R&D China), which develop, manufacture and
sell biotechnology research and diagnostic products world-wide. R&D Europe
distributes Biotechnology Division products throughout Europe. The hematology
segment develops and manufactures hematology controls and calibrators for
sale world-wide.
8
Following is financial information relating to the Company's operating
segments (in thousands):
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
External sales
Biotechnology $ 44,028 $ 46,137
R&D Europe 17,838 18,941
Hematology 4,668 4,246
-------- --------
Consolidated net sales $ 66,534 $ 69,324
======== ========
Earnings before income taxes
Biotechnology $ 31,580 $ 33,339
R&D Europe 7,879 9,722
Hematology 1,853 1,350
-------- --------
Segment earnings before income taxes 41,312 44,411
Unallocated corporate expenses and
equity method investee losses (1,605) (1,463)
-------- --------
Consolidated earnings before income taxes $ 39,707 $ 42,948
======== ========
F. STOCK OPTIONS:
Option activity under the Company's stock option plans during the quarter
ended September 30, 2009 was as follows:
WEIGHTED WEIGHTED
AVG. AVG. AGGREGATE
SHARES EXERCISE CONTRACTUAL INTRINSIC
(IN 000'S) PRICE LIFE (Yrs.) VALUE
---------- --------- ----------- ---------
Outstanding at June 30, 2009 398 $49.49
Granted 2 $62.46
Exercised (1) $37.01
Forfeited or expired -- --
---
Outstanding at September 30, 2009 399 $49.57 4.6 $5.5 million
===
Exercisable at September 30, 2009 380 $49.04 4.5 $5.4 million
===
The fair value of options granted under the Company's stock option plans were
estimated on the date of grant using the Black-Scholes option-pricing model
with the following assumptions used:
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
Dividend yield 1.6% --
Expected annualized volatility 24% 24%
Risk free interest rate 2.5% 3.5%
Expected life 4 years 5 years
Weighted average fair value of options granted $12.08 $21.67
9
The Company declared and paid its first ever dividend during the quarter
ended December 31, 2008. As the Company had not established a practice of
paying dividends prior to the granting of options in the first half of fiscal
2009, an expected dividend yield of zero was used to estimate the fair value
of options granted in the first half of fiscal 2009. 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 rate with a term
consistent with the expected life of the options granted. Separate groups of
employees that have similar historical exercise behavior with regard to
option exercise timing and forfeiture rates are considered separately in
determining option fair value.
The total intrinsic value of options exercised during the quarters ended
September 30, 2009 and 2008 was $16,000 and $530,000, respectively. Stock
option exercises were satisfied through the issuance of new shares. The
total fair value of options vested during the quarters ended September 30,
2009 and 2008 was $21,000 and $39,000, respectively.
Stock-based compensation cost of $102,000 was included in selling, general
and administrative expense for both of the quarters ended September 30, 2009
and 2008. Compensation cost is recognized using a straight-line method over
the vesting period and is net of estimated forfeitures. As of September 30,
2009, there was $198,000 of total unrecognized compensation cost related to
non-vested stock options that will be expensed in fiscal 2010.
G. COMPREHENSIVE INCOME:
Comprehensive income and the components of other comprehensive income were as
follows (in thousands):
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
Net earnings $ 26,772 $ 28,593
Other comprehensive (loss) income:
Foreign currency translation adjustments (3,295) (14,131)
Unrealized gain on available-for-sale
investments, net of tax 224 1,462
-------- --------
Comprehensive income $ 23,701 $ 15,924
======== ========
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
TECHNE Corporation and Subsidiaries (the Company) are engaged in the
development, manufacture and sale of biotechnology products and hematology
calibrators and controls. These activities are conducted domestically through
its wholly-owned subsidiaries, Research and Diagnostic Systems, Inc (R&D
Systems) and BiosPacific, Inc. (BiosPacific). The Company distributes
biotechnology products in Europe through its wholly-owned U.K. subsidiary,
R&D Systems Europe Ltd. (R&D Europe). R&D Europe has a sales subsidiary, R&D
Systems GmbH, in Germany and a sales office in France. The Company
distributes biotechnology products in China through its wholly-owned
subsidiary, R&D Systems China, Co. Ltd. (R&D China).
10
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Europe and hematology.
The biotechnology segment consists of R&D Systems' Biotechnology Division,
BiosPacific and R&D China, which develop, manufacture and sell biotechnology
research and diagnostic products world-wide. R&D Europe distributes
Biotechnology Division products throughout Europe. The hematology segment
develops and manufactures hematology controls and calibrators for sale world-
wide.
Results of Operations for the Quarters Ended September 30, 2009 and 2008
Consolidated net sales and consolidated net earnings decreased 4.0% and 6.4%,
respectively, for the quarter ended September 30, 2009 compared to the
quarter ended September 30, 2008. Consolidated net sales and net earnings
were unfavorably affected by the strengthening of the U.S. dollar as compared
to foreign currencies for the quarter ended September 30, 2009. The
unfavorable impact on consolidated net sales of the change from the prior
year in exchange rates used to convert sales in foreign currencies (primarily
British pounds sterling and Euros) into U.S. dollars was $1.2 million for the
quarter ended September 30, 2009. The unfavorable impact on consolidated net
earnings of the change from the prior year in exchange rates used to convert
foreign currency financial statements to U.S. dollars was $566,000 for the
quarter ended September 30, 2009. In the first quarter of fiscal 2010, the
Company generated cash of $28.0 million from operating activities, paid cash
dividends of $9.3 million and had cash, cash equivalents and available-for-
sale investments of $280 million at September 30, 2009 compared to $265
million at June 30, 2009.
Net Sales
Consolidated net sales for the quarter ended September 30, 2009 were $66.5
million, a decrease of $2.8 million (4.0%) from the quarter ended September
30, 2008. Excluding the effect of changes in foreign currency exchange
rates, consolidated net sales decreased 2.2% the quarter ended September 30,
2009 from the comparable prior-year period. Included in consolidated net
sales for the quarter ended September 30, 2009 was $247,000 of sales of new
biotechnology products which had their first sale in fiscal 2010.
Biotechnology net sales decreased $2.1 million (4.6%) for the quarter ended
September 30, 2009 mainly as a result of decreased sales volume which the
Company attributes to continued customer caution in a time of economic
uncertainty and the exceptionally strong growth rate of 18.7% in the first
quarter of fiscal 2009. North American biotechnology sales to industrial
pharmaceutical and biotechnology customers declined approximately 12.8%
during the first quarter of fiscal 2010 compared to the same prior-year
period. Biotechnology sales to North American academic and Pacific Rim
distributors each grew about 3.9% and biotechnology sales in China grew 30.1%
during the first quarter of fiscal 2010 compared to the same prior-year
period.
R&D Europe net sales decreased $1.1 million (5.8%) for the quarter ended
September 30, 2009 from the comparable prior-year period. R&D Europe's net
sales increased 0.8% for the quarter ended September 30, 2009 when measured
at currency rates in effect in the comparable prior-year period.
Approximately 75% of R&D Europe sales are in non-British pound sterling
currencies (mainly Euro) which had a favorable impact on consolidated net
sales of approximately $1.2 million for the quarter ended September 30, 2009
as a result of the change in exchange rates used to convert sales in other
currencies to British pounds sterling. This favorable impact was offset by
an unfavorable impact on consolidated net sales of approximately $2.4 million
for the quarter ended September 30, 2009 as a result of the change in
exchange rates used to convert British pound sterling to U.S. dollars.
Hematology sales increased $422,000 (9.9%) for the quarter ended September
30, 2009 compared to the same prior-year period, as a result of increased
sales volume.
11
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
Biotechnology 80.9% 81.0%
R&D Europe 53.5% 58.1%
Hematology 50.3% 44.2%
Consolidated gross margin 80.6% 81.1%
Consolidated gross margins, as a percentage of consolidated net sales,
decreased slightly from 81.1% for the quarter ended September 30, 2008 to
80.6% for the quarter ended September 30, 2009. This decrease was primarily
caused by unfavorable exchange rates.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were composed of the following
(in thousands):
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
Biotechnology $ 4,734 $ 5,141
R&D Europe 1,952 2,283
Hematology 370 436
Unallocated corporate expenses 982 980
-------- --------
Consolidated selling, general and
administrative expenses $ 8,038 $ 8,840
======== ========
Selling, general and administrative expenses for the quarter ended September
30, 2009 decreased $802,000 (9.1%) from the same prior-year period as a
result of a reduction in profit sharing expense of $635,000, which was
directly related to the Company's results for the periods, and the change in
exchange rates used to convert foreign expenses to U.S. dollars of $198,000.
Research and Development Expenses
Research and development expenses were composed of the following (in
thousands):
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
Biotechnology $ 5,956 $ 5,717
Hematology 198 193
-------- --------
Consolidated research and development expenses $ 6,154 $ 5,910
======== ========
Interest Income
Interest income decreased $1.7 million for the quarter ended September 30,
2009 from the comparable prior-year period, primarily as a result of lower
rates of return on cash and available-for-sale investments.
12
Other Non-operating Expense and Income
Other non-operating expense and income consists mainly of foreign currency
transaction gains and losses, rental income, building expenses related to
rental property, and the Company's share of losses by equity method
investees.
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
Foreign currency gains (losses) $ 143 ($ 474)
Rental income 81 99
Real estate taxes, depreciation and utilities (548) (553)
Losses by equity method investees (338) (259)
-------- --------
Consolidated other non-operating expense ($ 662)($ 1,187)
======== ========
Income Taxes
Income taxes for the quarter ended September 30, 2009 and 2008 were provided
at rates of 32.6% and 33.4% of consolidated earnings before income taxes,
respectively. The U.S credit for research and development expired at the end
of calendar 2007 and was not renewed until the quarter ended December 31,
2008, resulting in a higher effective tax rate for the quarter ended
September 30, 2008. Foreign income taxes have been provided at rates that
approximate the tax rates in the countries in which R&D Europe and R&D China
operate. The Company expects its fiscal 2010 effective income tax rate to
range from approximately 32.0% to 33.0%.
Liquidity and Capital Resources
At September 30, 2009, cash and cash equivalents and available-for-sale
investments were $280 million compared to $265 million at June 30, 2009. The
Company believes it can meet its future cash, working capital and capital
addition requirements through currently available funds, cash generated from
operations and maturities or sales of available-for-sale investments. The
Company has an unsecured line of credit of $750,000. The interest rate on
the line of credit is at prime. There were no borrowings on the line in the
prior or current fiscal year.
Cash Flows From Operating Activities
The Company generated cash of $28.0 million from operating activities in the
first quarter of fiscal 2010 compared to $26.8 million in the first quarter
of fiscal 2009. The increase from the prior year was primarily due to
changes in operating assets and liabilities partially offset by a decrease in
net earnings in the current year of $1.8 million.
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first quarter of fiscal 2010
and 2009 were $563,000 and $742,000, respectively. The capital additions
were mainly for laboratory and computer equipment. Capital expenditures in
the remainder of fiscal 2010 are expected to be approximately $5.3 million
and are expected to be financed through currently available funds and cash
generated from operating activities.
13
During the quarter ended September 30, 2009, the Company purchased $6.4
million and had sales or maturities of $5.3 million of available-for-sale
investments. During the quarter ended September 30, 2008, the Company
purchased $29.7 million and had sales or maturities of $23.5 million of
available-for-sale investment. The Company's investment policy is to place
excess cash in bonds and other investments with maturities of less than three
years. The objective of this policy is to obtain the highest possible return
while minimizing risk and keeping the funds accessible.
During the quarter ended September 30, 2008, the Company received a $1.3
million distribution from its investment in Nephromics, LLC (Nephromics).
The Company accounts for its investment in Nephromics under the equity method
of accounting as Nephromics is a limited liability company.
Cash Flows From Financing Activities
Cash of $22,000 and $797,000 was received during the quarters ended September
30, 2009 and 2008, respectively, from the exercise of stock options. The
Company also recognized excess tax benefits from stock option exercises of
$10,000 and $66,000 for the quarters ended September 30, 2009 and 2008,
respectively.
During the first quarter of fiscal 2010 and 2009, the Company purchased 9,827
and 22,637 shares of common stock, respectively, for its employee stock bonus
plans at a cost of $607,000 and $1.7 million, respectively.
During the first quarter of fiscal 2010, the Company paid cash dividends of
$9.3 million to all common shareholders. On October 29, 2009, the Company
announced the payment of a $0.26 per share cash dividend. The dividend of
approximately $9.7 million will be payable November 23, 2009 to all common
shareholders of record on November 9, 2009.
During the first quarter of fiscal 2009, the Company purchased and retired
approximately 214,000 shares of common stock at a market value of $15.6
million of which $12.9 million was disbursed prior to September 30, 2008.
Contractual Obligations
There were no material changes outside the ordinary course of business in the
Company's contractual obligations during the quarter ended September 30,
2009.
Critical Accounting Policies
The Company's significant accounting policies are discussed in the Company's
Annual Report on Form 10-K for fiscal 2009. The application of certain of
these policies require judgments and estimates that can affect the results of
operations and financial position of the Company. Judgments and estimates
are used for, but not limited to, valuation of available-for-sale
investments, inventory valuation and allowances, impairment of goodwill,
intangibles and other long-lived assets and valuation of investments in
unconsolidated entities. There have been no significant changes in estimates
in fiscal 2010 which would require disclosure. There have been no changes to
the Company's policies in fiscal 2010.
14
Forward Looking Information and Cautionary Statements
This quarterly report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include those regarding the Company's expectations as to the
effective tax rate, pending litigation, the amount of capital expenditures
for the remainder of the fiscal year, the Company's adoption and impact of
recent accounting pronouncements and the sufficiency of currently available
funds for meeting the Company's needs. These statements involve risks and
uncertainties that may affect the actual results of operations. The
following important factors, among others, have affected and, in the future,
could affect the Company's actual results: the introduction and acceptance
of new biotechnology and hematology products, the levels and particular
directions of research by the Company's customers, the impact of the growing
number of producers of biotechnology research products and related price
competition, general economic conditions, the retention of hematology OEM
(private label) and proficiency survey business, the impact of currency
exchange rate fluctuations, the costs and results of research and product
development efforts of the Company and of companies in which the Company has
invested or with which it has formed strategic relationships, the impact of
governmental regulation and intellectual property litigation, the recruitment
and retention of qualified personnel, the number of business or selling days
in a period and the success of financing efforts by companies in which the
Company has invested, and the success of the Company's expansion into China.
For additional information concerning such factors, see the Company's Annual
Report on Form 10-K for fiscal 2009 as filed with the Securities and Exchange
Commission.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At September 30, 2009, the Company had an independently managed investment
portfolio of fixed income securities, excluding those classified as cash and
cash equivalents, of $105 million. These securities, like all fixed income
instruments, are subject to interest rate risk and will decline in value if
market interest rates increase. However, because the Company's fixed income
securities are classified as available-for-sale, no gains or losses are
recognized by the Company in its consolidated statements of earnings due to
changes in interest rates unless such securities are sold prior to maturity.
The Company generally holds its fixed income securities until maturity and,
historically, has not recorded any material gains or losses on any sale prior
to maturity.
The Company operates internationally, and thus is subject to potentially
adverse movements in foreign currency rate changes. Approximately 30% of
consolidated net sales are made in foreign currencies including 16% in euro,
7% in British pound sterling, 3% in Chinese yuan and the remaining 4% in
other European currencies. As a result, the Company is exposed to market risk
mainly from foreign exchange rate fluctuations of the euro, British pound
sterling and the Chinese yuan 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 average exchange rates between the British pound sterling, euro and
Chinese yuan and the U.S. dollar, which have not been weighted for actual
sales volume in the applicable months in the periods, were as follows:
QUARTER ENDED
------------------
9/30/09 9/30/08
-------- --------
British pound sterling $1.63 $1.86
Euro 1.44 1.48
Chinese yuan .146 .146
15
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. At
September 30, 2009, the Company had the following trade receivable and
intercompany payables denominated in one currency but receivable or payable
in another currency (in thousands):
DENOMINATED U.S. DOLLAR
CURRENCY EQUIVALENT
-------------- -----------
Accounts receivable in:
Euros 823 Br. pounds $ 1,316
Other European currencies 702 Br. pounds $ 1,122
Intercompany payable in:
Euros 378 Br. pounds $ 604
U.S. dollars 2,835 Br. pounds $ 4,530
U.S. dollars 3,594 Ch. yuan $ 526
All of the above balances are revolving in nature and are not deemed to be
long-term balances.
The Company does not enter into foreign exchange forward contracts to reduce
its exposure to foreign currency rate changes on forecasted intercompany
foreign currency denominated balance sheet positions. Foreign currency
transaction gains and losses are included in "Other non-operating expense" in
the consolidated statement of earnings. 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."
The effects of a hypothetical simultaneous 10% appreciation in the U.S.
dollar from September 30, 2009 levels against the euro, British pound
sterling and Chinese yuan are as follows (in thousands):
HYPOTHETICAL
EFFECT
INCREASE/
(DECREASE)
-------------
Translation of earnings into U.S. dollars (annualized) ($ 2,166)
Transaction losses 460
Translation of net assets of foreign subsidiaries (12,410)
ITEM 4 - CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934 as amended (the Exchange
Act)). Based on this evaluation, the principal executive officer and
principal financial officer concluded that the Company's disclosure controls
and procedures are effective to ensure that material information required to
be disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
There was no change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
16
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
In a previously disclosed lawsuit filed by Streck, Inc. (Streck), venued in
Omaha, Nebraska, Streck alleged patent infringement involving certain patents
issued to Streck relating to the addition of reticulocytes to hematology
controls. Streck was seeking a royalty on sales of integrated hematology
controls containing reticulocytes. The Company has reason to believe that
R&D Systems and not Streck, first invented the inventions claimed in these
patents and several other patents issued to Streck. As a result, the Company
requested, and in 2007 the U.S. Patent and Trademark Office (USPTO) declared,
an interference to determine priority of invention between a patent
application filed by R&D Systems and five Streck patents, including each of
the patents involved in the lawsuit. On November 2, 2009, the Interference
Board ordered that judgment for the Company and against Streck be entered,
finding that R&D was the first to invent the integrated hematology controls
containing reticulocytes.
The judgment, once upheld, will constitute cancellation of all claims of the
five Streck patents involving the addition of reticulocytes to hematology
controls. Such cancellation may moot an earlier jury decision on October 28,
2009, at the conclusion of trial in the Nebraska lawsuit, that the Company
did not meet its burden of demonstrating by clear and convincing evidence
that the Streck patents were invalid. The jury also found that a reasonable
license royalty rate was 12.5%, and that R&D Systems did not willfully
infringe, resulting in a judgment in favor of Streck in the amount of
$92,300. The Company will also be responsible for court related costs
(estimated at about $50,000) and its professional fees related to the case.
The Company will defend the Interference Board's decision, will move the
Nebraska Court for declaratory judgment of invalidity as a matter of law
based on priority, and will appeal any continuing adverse decision of the
Nebraska Court. If successful, after cancellation of the Streck patents,
the Company will be issued a patent covering integrated hematology controls
containing reticulocytes. The Company does not believe the resolution of
the above proceedings will have a material impact on the
Company's consolidated financial statements.
ITEM 1A. - RISK FACTORS
There have been no material changes from the risk factors previously
disclosed in Part I, Item 1A, "Risk Factors," of the Company's Annual Report
on Form 10-K for the year ended June 30, 2009.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth the repurchases of Company common stock for
the quarter ended September 30, 2009:
Total Number Maximum Approximate
of Shares Dollar Value of
Purchased as Shares that May Yet
Total Number Average Part of Publicly Be Purchased
Of Shares Price Paid Announced Plans Under the Plans
Period Purchased per Share or Programs or Programs
-------------- ------------ ---------- ---------------- --------------------
7/1/09-7/31/09 0 $ -- 0 $67.5 million
8/1/09-8/31/09 0 $ -- 0 $67.5 million
9/1/09-9/30/09 9,827 $ 61.75 0 $67.5 million
17
In November 2007, the Company authorized a plan for the repurchase and
retirement of $150 million of its common stock. In April 2009, the Company
authorized an additional $60 million for its stock repurchase plan. The plan
does not have an expiration date.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS
a. The Annual Meeting of the Company's shareholders was held on Thursday,
October 29, 2009.
b. A proposal to set the number of directors at eight was adopted by a
vote of 35,473,291 in favor with 66,116 shares against, and 45,351
shares abstaining.
c. Proxies for the Annual Meeting were solicited pursuant to Regulation
14A under the Securities Exchange Act of 1934. There was no
solicitation in opposition to the nominees as listed in the Proxy
Statement, and all such nominees were elected as follows:
Nominee For Withheld
------- ---- --------
Thomas E. Oland 35,101,592 483,166
Roger C. Lucas 35,073,075 511,683
Howard V. O'Connell 32,802,537 2,782,221
Randolph C. Steer 34,832,779 751,979
Robert V. Baumgartner 34,949,868 634,890
Charles A. Dinarello 35,430,116 154,642
Karen A. Holbrook 35,431,894 152,864
John L. Higgins 34,944,194 640,564
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
See "exhibit index" following the signature page.
18
SIGNATURES
Pursuant to the requirements 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.
TECHNE CORPORATION
(Company)
Date: November 5, 2009 /s/ Thomas E. Oland
----------------------
President, Chief Executive Officer
Date: November 5, 2009 /s/ Gregory J. Melsen
----------------------
Chief Financial Officer
EXHIBIT INDEX
TO
FORM 10-Q
TECHNE CORPORATION
Exhibit Description
------- -----------
31.1* Section 302 Certification
31.2* Section 302 Certification
32.1* Section 906 Certification
32.2* Section 906 Certification
___________
*Filed herewith
19