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 March 31, 2010, 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 (I.R.S. Employer
of 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 May 6, 2010, 37,285,767 shares of the Company's Common Stock (par value
$.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
MARCH 31, 2010
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of
March 31, 2010 and June 30, 2009 3
Condensed Consolidated Statements of Earnings for the
Quarters and Nine Months Ended March 31, 2010 and 2009 4
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended March 31, 2010 and 2009 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 16
ITEM 4. CONTROLS AND PROCEDURES 18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 18
ITEM 1A. RISK FACTORS 19
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 19
ITEM 4. (NOT IN USE)
ITEM 5. OTHER INFORMATION 19
ITEM 6. EXHIBITS 19
SIGNATURES 20
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)
3/31/10 6/30/09
-------- --------
ASSETS
Cash and cash equivalents $108,236 $160,940
Short-term available-for-sale investments 44,922 41,947
Trade accounts receivable, net 34,527 29,516
Other receivables 1,395 1,637
Inventories 13,451 11,269
Deferred income taxes 13,629 9,345
Income taxes receivable 2,015 --
Prepaid expenses 1,147 813
-------- --------
Total current assets 219,322 255,467
-------- --------
Available-for-sale investments 154,360 61,863
Property and equipment, net 97,745 100,133
Goodwill 25,068 25,068
Intangible assets, net 2,284 3,004
Deferred income taxes 1,676 3,601
Investments in unconsolidated entities 20,868 22,119
Other assets 569 750
-------- --------
$521,892 $472,005
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 4,714 $ 5,156
Salaries, wages and related accruals 4,055 4,010
Other accounts payable and accrued expenses 6,858 2,311
Income taxes payable 4,121 4,046
-------- --------
Total current liabilities 19,748 15,523
-------- --------
Common stock, par value $.01 per share; authorized
100,000,000; issued and outstanding 37,288,167
and 37,244,029, respectively 373 372
Additional paid-in capital 122,121 117,946
Retained earnings 399,429 345,641
Accumulated other comprehensive loss (19,779) (7,477)
-------- --------
Total stockholders' equity 502,144 456,482
-------- --------
$521,892 $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 NINE MONTHS ENDED
----------------- -------------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- -------- --------
Net sales $70,278 $67,866 $202,333 $199,066
Cost of sales 14,399 14,316 40,629 40,832
------- ------- -------- --------
Gross margin 55,879 53,550 161,704 158,234
------- ------- -------- --------
Operating expenses:
Selling, general and administrative 7,666 7,061 24,711 25,604
Research and development 6,325 5,809 18,870 17,565
Amortization of intangible assets 240 240 720 720
------- ------- -------- --------
Total operating expenses 14,231 13,110 44,301 43,889
------- ------- -------- --------
Operating income 41,648 40,440 117,403 114,345
------- ------- -------- --------
Other income (expense):
Interest income 1,040 1,504 3,364 6,596
Other non-operating expense, net (1,249) (1,103) (2,922) (3,002)
------- ------- -------- --------
Total other income (expense) (209) 401 442 3,594
------- ------- -------- --------
Earnings before income taxes 41,439 40,841 117,845 117,939
Income taxes 9,051 13,200 33,964 38,083
------- ------- -------- --------
Net earnings $32,388 $27,641 $ 83,881 $ 79,856
======= ======= ======== ========
Earnings per share:
Basic $ 0.87 $ 0.74 $ 2.25 $ 2.10
Diluted $ 0.87 $ 0.74 $ 2.25 $ 2.10
Cash dividends per common share $ 0.26 $ 0.25 $ 0.77 $ 0.50
Weighted average common
shares outstanding:
Basic 37,292 37,427 37,263 37,986
Diluted 37,380 37,499 37,357 38,085
See Notes to Condensed Consolidated Financial Statements.
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
NINE MONTHS ENDED
---------------------
3/31/10 3/31/09
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 83,881 $ 79,856
Adjustments to reconcile net earnings to net cash
provided by operating activities:
Depreciation and amortization 6,067 5,801
Deferred income taxes (2,442) (260)
Stock-based compensation expense 960 1,303
Excess tax benefit from stock option exercises (177) (80)
Losses by equity method investees 1,201 951
Other 106 380
Change in operating assets and operating liabilities:
Trade accounts and other receivables (5,966) (2,858)
Inventories (2,676) (1,918)
Prepaid expenses (347) (146)
Trade accounts and other accounts payable
and accrued expenses (325) 1,272
Salaries, wages and related accruals 673 (2,444)
Income taxes receivable/payable (1,475) (826)
--------- ---------
Net cash provided by operating activities 79,480 81,031
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (3,521) (3,204)
Purchase of available-for-sale investments (124,130) (40,473)
Proceeds from sales of available-for-sale investments 7,592 39,318
Proceeds from maturities of available-for-
sale investments 26,425 29,590
Distribution from unconsolidated entity 50 1,340
--------- ---------
Net cash (used in) provided by
investing activities (93,584) 26,571
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 3,039 930
Excess tax benefit from stock option exercises 177 80
Purchase of common stock for stock bonus plans (607) (1,681)
Dividends paid (28,695) (18,883)
Repurchase and retirement of common stock (1,398) (88,693)
--------- ---------
Net cash used in financing activities (27,484) (108,247)
--------- ---------
Effect of exchange rate changes on cash and
cash equivalents (11,116) (32,526)
--------- ---------
Net decrease in cash and cash equivalents (52,704) (33,171)
Cash and cash equivalents at beginning of period 160,940 166,992
--------- ---------
Cash and cash equivalents at end of period $ 108,236 $ 133,821
========= =========
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.
Fair value measurements:
The Company's available-for-sale securities of $199 million at March 31, 2010
are carried at fair value and are valued using quoted market prices in active
markets (Level 1 input) for identical assets and liabilities.
Financial instruments not measured at fair value:
Certain of the Company's financial instruments are not measured at fair value
but nevertheless are recorded at carrying amounts approximating fair value,
based on their short-term nature. These financial instruments include cash
and cash equivalents, accounts receivable, accounts payable and other current
liabilities.
Nonfinancial assets measured at fair value on a nonrecurring basis:
The Company's goodwill, intangible assets and other long-lived assets are
nonfinancial assets that were acquired either as part of a business
combination, individually or with a group of other assets. These nonfinancial
assets were initially, and are currently, measured and recognized at amounts
equal to the fair value determined as of the date of acquisition.
Periodically, these nonfinancial assets are tested for impairment, by
comparing their respective carrying values to the estimated fair value of the
reporting unit or operating segment upon which they reside. In the event any
of these nonfinancial assets were to become impaired, the Company would
recognize an impairment loss equal to the amount by which the carrying value
of the impaired asset or asset group exceeds its estimated fair value. Fair
value measurements of reporting units or operating segments are estimated
using an income approach involving discounted or undiscounted cash flow
models that contain certain Level 3 inputs requiring management judgment,
including projections of economic conditions and customer demand, revenue and
margins, changes in competition, operating costs, working capital
requirements, and new product introductions. Fair value measurements of the
reporting units associated with the Company's goodwill balances are estimated
at least annually in the fourth quarter of each fiscal year for purposes of
impairment testing. Fair value measurements of the operating segments
associated with the Company's intangible assets and other long-lived assets
are estimated when events or changes in circumstances such as market value,
asset utilization, physical change, legal factors, or other matters indicate
that the carrying value may not be recoverable.
Recent accounting pronouncements:
In June 2009, the Financial Accounting Standards Board (FASB) issued
Accounting Standards 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
adopted the ASC when referring to GAAP in the first quarter of fiscal 2010.
The adoption of the ASC did not have an impact on the Company's consolidated
financial statements.
In September 2006, the FASB issued Statement of Financial Accounting
Standards (SFAS) No. 157, 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.
In November 2008, the FASB issued Emerging Issues Task Force (EITF) No. 08-6,
Equity-Method Accounting Considerations, now codified in ASC Topic 323. EITF
No. 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 No. 08-6 is effective for the
Company for fiscal year 2010. Adoption of EITF No. 08-6 did not have a
material impact on the Company's consolidated financial statements.
In June 2009, the FASB issued SFAS No. 167, 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):
3/31/10 6/30/09
-------- --------
Trade Accounts Receivable
Trade accounts receivable $ 34,819 $ 29,873
Allowance for doubtful accounts (292) (357)
-------- --------
Net Trade Accounts Receivable $ 34,527 $ 29,516
======== ========
7
3/31/10 6/30/09
-------- --------
Inventories
Raw materials $ 5,237 $ 4,905
Supplies 157 142
Finished goods 8,057 6,222
-------- --------
Total Inventories $ 13,451 $ 11,269
======== ========
Property and equipment
Land $ 7,449 $ 7,538
Buildings and improvements 117,816 116,662
Laboratory equipment 26,111 24,759
Office equipment 4,916 4,746
-------- --------
156,292 153,705
Accumulated depreciation and amortization (58,547) (53,572)
-------- --------
Net Property and Equipment $ 97,745 $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 (4,561) (3,841)
-------- --------
Net Intangible Assets $ 2,284 $ 3,004
======== ========
Accumulated Other comprehensive Loss
Foreign currency translation adjustments ($ 20,464)($ 8,035)
Unrealized gains on available-for-sale investments 685 558
-------- --------
Total Accumulated Other Comprehensive Loss ($ 19,779)($ 7,477)
======== ========
C. INCOME TAXES
During the quarter ended March 31, 2010, the Company's R&D Europe subsidiary
declared and paid a dividend of 50 million pound sterling ($74.4 million) to
the Company. The 50 million pound sterling R&D Europe earnings had previously
been taxed in the U.S. and therefore, no additional U.S. income tax resulted
from the repatriation. The Company realized a foreign exchange loss for tax
purposes on the transaction of approximately $12.8 million and as a result,
reported a $4.7 million reduction in income tax expense in the quarter ended
March 31, 2010.
Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $81 million as of March 31, 2010. 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's fiscal 2006 U.S. tax return was under audit by the Internal
Revenue Service. The audit was completed during the quarter ended March 31,
2010 with no adjustments to the tax return.
8
D. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- -----------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- ------- -------
Weighted average common shares
outstanding-basic 37,292 37,427 37,263 37,986
Dilutive effect of stock
options and warrants 88 72 94 99
------- ------- ------- -------
Weighted average common shares
outstanding-diluted 37,380 37,499 37,357 38,085
======= ======= ======= =======
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 2,000 for both the quarter and nine
months ended March 31, 2010 and 75,000 and 61,000 for the quarter and nine
months ended March 31, 2009, 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.
Following is financial information relating to the Company's operating
segments (in thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- -------- --------
External sales
Biotechnology $46,179 $45,139 $132,628 $131,608
R&D Europe 19,161 18,293 55,774 54,518
Hematology 4,938 4,434 13,931 12,940
------- ------- -------- --------
Consolidated net sales $70,278 $67,866 $202,333 $199,066
======= ======= ======== ========
Earnings before income taxes
Biotechnology $33,070 $33,281 $ 93,983 $ 93,869
R&D Europe 7,859 7,274 23,719 24,813
Hematology 1,954 1,692 5,345 4,387
------- ------- -------- --------
Segment earnings before income taxes 42,883 42,247 123,047 123,069
Unallocated corporate expenses
and equity method investee losses (1,444) (1,406) (5,202) (5,130)
------- ------- -------- --------
Consolidated earnings before
income taxes $41,439 $40,841 $117,845 $117,939
======= ======= ======== ========
9
F. STOCK OPTIONS:
Option activity under the Company's stock option plans during the nine months
ended March 31, 2010 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 37 $63.00
Exercised (67) $45.35
Forfeited or expired -- --
------
Outstanding at March 31, 2010 368 $51.60 4.7 $4.6 million
======
Exercisable at March 31, 2010 349 $51.13 4.7 $4.5 million
======
No options were granted during the quarters ended March 31, 2010 and 2009.
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:
NINE MONTHS ENDED
------------------
3/31/10 3/31/09
-------- --------
Dividend yield 1.6% --
Expected annualized volatility 24%-30% 24%-37%
Risk free interest rate 2.5%-3.1% 3.2%-3.5%
Expected life 7 years 8 years
Weighted average fair value of options granted $19.53 $30.26
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 quarter and nine
months ended March 31, 2010 was $991,000 and $1.5 million, respectively. The
total intrinsic value of options exercised during the quarter and nine months
ended March 31, 2009 was $52,000 and $604,000, respectively. Stock option
exercises were satisfied through the issuance of new shares. The total fair
value of options vested during the nine months ended March 31, 2010 and 2009
was $717,000 and $1.1 million, respectively. No options vested during the
quarters ended March 31, 2010 and 2009.
Stock-based compensation cost of $81,000 and $960,000 was included in
selling, general and administrative expense for the quarter and nine months
ended March 31, 2010, respectively. Stock-based compensation cost of $63,000
and $1.3 million was included in selling, general and administrative expense
for the quarter and nine months ended March 31, 2009, respectively.
Compensation cost is recognized using a straight-line method over the vesting
period and is net of estimated forfeitures. As of March 31, 2010, there was
$36,000 of total unrecognized compensation cost related to non-vested stock
options that will be expensed in fiscal 2010.
10
G. COMPREHENSIVE INCOME:
Comprehensive income and the components of other comprehensive income were as
follows (in thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- -------- --------
Net earnings $32,388 $27,641 $83,881 $79,856
Other comprehensive (loss) income:
Foreign currency translation
adjustments (10,247) (2,142) (12,429) (36,783)
Unrealized (loss) gain on
available-for-sale investments,
net of tax (57) 662 127 2,105
------- ------- -------- --------
Comprehensive income $22,084 $26,161 $71,579 $45,178
======= ======= ======== ========
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).
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 and Nine Months Ended March 31, 2010
and 2009
Consolidated net sales and consolidated net earnings increased 3.6% and
17.2%, respectively, for the quarter ended March 31, 2010 compared to the
quarter ended March 31, 2009. Consolidated net sales and consolidated net
earnings increased 1.6% and 5.0% for the nine months ended March 31, 2010
compared to the nine months ended March 31, 2009, respectively. Consolidated
net earnings for the quarter and nine months ended March 31, 2010 included a
$4.7 million tax benefit as a result of a foreign exchange loss for tax
purposes on the repatriation of prior-year earnings from R&D Europe to the
U.S. Without the tax benefit, consolidated net earnings would have increased
0.3% for the quarter ended March 31, 2010 and decreased 0.8% for the nine
months ended March 31, 2010.
11
Consolidated net sales and net earnings were favorably affected by the weaker
U.S. dollar for the quarter and nine months ended March 31, 2010 as compared
to the quarter and nine months ended March 31, 2009. The favorable 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 and $2.6 million for
the quarter and nine months ended March 31, 2010, respectively. The
favorable 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 $380,000 and $386,000 for the quarter and nine months
ended March 31, 2010, respectively. In the first nine months of fiscal 2010,
the Company generated cash of $79.5 million from operating activities, paid
cash dividends of $28.7 million, repurchased stock for $1.4 million and had
cash, cash equivalents and available-for-sale investments of $308 million at
March 31, 2010 compared to $265 million at June 30, 2009.
Net Sales
Consolidated net sales for the quarter and nine months ended March 31, 2010
were $70.3 million and $202.3 million, respectively, increases of $2.4
million (3.6%) and $3.3 million (1.6%) from the quarter and nine months ended
March 31, 2009. Excluding the effect of changes in foreign currency exchange
rates, consolidated net sales increased 1.8% and 0.3% for the quarter and
nine months ended March 31, 2010, respectively, from the comparable prior-
year periods. Included in consolidated net sales for the quarter and nine
months ended March 31, 2010 was $615,000 and $1.5 million of sales of new
biotechnology products which had their first sale in fiscal 2010.
Biotechnology net sales increased $1.0 million (2.3%) and $1.0 million
(0.8%), respectively, for the quarter and nine months ended March 31, 2010
compared to the same prior-year periods. The increase in the quarter was
mainly the result of increased sales volume. North American biotechnology
sales to industrial pharmaceutical and biotechnology customers increased 2.0%
during the quarter ended March 31, 2010. Biotechnology sales to its academic
customers and Pacific Rim distributors and sales in China grew 3.5%, 12.6%
and 10.3%, respectively, during the third quarter of fiscal 2010 compared to
the same prior-year period. Sales to North American industrial
pharmaceutical and biotechnology customers decreased 2.5% during the nine
months ended March 31, 2010 as compared to the first nine months of the prior
fiscal year. Biotechnology sales to its academic customers and Pacific Rim
distributors and sales in China grew 4.0%, 10.6% and 20.7%, respectively, in
the first nine months of fiscal 2010.
R&D Europe net sales increased $868,000 (4.7%) and $1.3 million (2.3%) for
the quarter and nine months ended March 31, 2010, respectively, from the
comparable prior-year periods. R&D Europe's net sales decreased 1.9% and 2.5%
for the quarter and nine months ended March 31, 2010, respectively, when
measured at currency rates in effect in the comparable prior-year periods.
The decrease in net sales for both periods was mainly the result of lower
sales to pharmaceutical customers. Approximately 75% of R&D Europe sales are
in non-British pound sterling currencies (mainly euros) which had an
unfavorable impact on consolidated net sales of approximately $263,000 for
the quarter ended March 31, 2010 and a favorable impact on net sales of $2.4
million for the nine months ended March 31, 2010 as a result of the change in
exchange rates used to convert sales in other currencies to British pounds
sterling. In addition, consolidated net sales were impacted favorably by
$1.5 million and $155,000 for the quarter and nine months ended March 31,
2010, respectively, as a result of the change in exchange rates used to
convert British pound sterling to U.S. dollars.
Hematology sales increased $504,000 (11.4%) and $991,000 (7.7%) for the
quarter and nine months ended March 31, 2010, respectively, compared to the
same prior-year periods, as a result of increased sales volume.
12
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- -------- --------
Biotechnology 79.4% 79.4% 80.1% 79.3%
R&D Europe 52.7% 48.6% 53.3% 53.0%
Hematology 49.3% 47.6% 48.9% 45.1%
Consolidated gross margin 79.5% 78.9% 79.9% 79.5%
Consolidated gross margins, as a percentage of consolidated net sales,
increased to 79.5% and 79.9% for the quarter and nine months ended March 31,
2010, respectively, from 78.9% and 79.5% for the same prior-year periods. The
increases were primarily the result of improved margins in the biotechnology
and hematology segments due to incremental profit on increased sales volumes
and higher margins in Europe due to favorable exchange rates.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were composed of the following
(in thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- -------- --------
Biotechnology $ 4,625 $ 4,262 $14,415 $14,821
R&D Europe 1,967 1,714 6,078 6,091
Hematology 346 310 1,082 1,144
Unallocated corporate expenses 728 775 3,136 3,548
------- ------- -------- --------
Consolidated selling, general
and administrative expenses $ 7,666 $ 7,061 $24,711 $25,604
======= ======= ======== ========
Selling, general and administrative expenses for the quarter and nine months
ended March 31, 2010 increased $605,000 (8.6%) and decreased $893,000 (3.5%),
respectively, from the same prior-year periods. The increase in selling,
general and administrative expense for the quarter ended March 31, 2010 from
the comparable prior-year period resulted from higher profit sharing expense
of $290,000 and the effect of the change in the exchange rate used to convert
R&D Europe expenses from British pounds and euros into U.S. dollars of
$134,000. The remaining increase was mainly due to annual wage, salary and
benefit increases. The decrease in selling, general and administrative
expenses for the nine months ended March 31, 2010 from the comparable prior-
year period was due to lower stock compensation expense of $343,000 and lower
profit sharing expense of $435,000. The remainder of the decrease in selling,
general and administrative expenses for the nine months was due to general
cost containment efforts which more than offset the annual wage, salary and
benefit increases for the nine month period.
Research and Development Expenses
Research and development expenses were composed of the following (in
thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- -------- --------
Biotechnology $ 6,127 $ 5,622 $18,273 $16,982
R&D Europe -- -- -- --
Hematology 198 187 597 583
------- ------- -------- --------
Consolidated research and
development expenses $ 6,325 $ 5,809 $18,870 $17,565
======= ======= ======== ========
13
Research and development expenses for the quarter and nine months ended March
31, 2010 increased $516,000 (8.9%) and $1.3 million (7.4%), respectively,
from the quarter and nine months ended March 31, 2009. The increase in
research and development expenses is the result of continuous development and
release of new high-quality biotechnology products upon which the Company's
future sales revenue growth is dependent.
Interest Income
Interest income decreased $464,000 and $3.2 million for the quarter and nine
months ended March 31, 2010, respectively, from the comparable prior-year
periods, primarily as a result of lower rates of return on cash and
available-for-sale investments, offset in part by higher cash and available-
for-sale investment balances.
Other Non-operating Expense and Income
Other non-operating expense and income consists mainly of foreign currency
transaction gains and losses, rental income, building expenses related to
rental property, and the Company's share of losses by equity method
investees.
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- -------- --------
Foreign currency losses ($ 372)($ 239) ($ 329) ($ 719)
Rental income 83 115 279 345
Real estate taxes, depreciation
and utilities (593) (573) (1,671) (1,677)
Losses by equity method investees (367) (406) (1,201) (951)
------- ------- -------- --------
Consolidated other non-operating
expense ($1,249) ($1,103) ($2,922) ($3,002)
======= ======= ======== ========
Income Taxes
Income taxes for the quarter and nine months ended March 31, 2010 were
provided at rates of 21.8% and 28.8% of consolidated earnings before income
taxes, respectively, as compared to 32.3% both of the same prior-year
periods. Included in income taxes during the quarter and nine months ended
March 31, 2010, was a $4.7 million tax benefit from a foreign exchange loss
for tax purposes related to the repatriation of earnings from R&D Europe to
the U.S. Excluding this tax benefit, the effective tax rates for the quarter
and nine months ended March 31, 2010 would have been 33.1% and 32.8%,
respectively. 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 fourth quarter fiscal 2010 effective income
tax rate to range from approximately 32.0% to 33.0%.
Liquidity and Capital Resources
At March 31, 2010, cash and cash equivalents and available-for-sale
investments were $308 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.
14
Cash Flows From Operating Activities
The Company generated cash of $79.5 million from operating activities in the
first nine months of fiscal 2010 compared to $81.0 million in the first nine
months of fiscal 2009. The decrease from the prior year was primarily due to
changes in operating assets and liabilities partially offset by an increase
in net earnings in the current year of $4.0 million.
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first nine months of fiscal
2010 and 2009 were $3.5 million and $3.2 million, respectively. Included in
capital expenditures for the first nine months of fiscal 2010 and 2009 was
$1.6 million and $781,000 related to remodeling of laboratory space at the
Company's Minneapolis, Minnesota facility. The remaining capital additions
in fiscal 2010 and 2009 were for laboratory and computer equipment. Capital
expenditures in the remainder of fiscal 2010 are expected to be approximately
$2.4 million and are expected to be financed through currently available
funds and cash generated from operating activities.
During the nine months ended March 31, 2010, the Company purchased $124.1
million and had sales or maturities of $34.0 million of available-for-sale
investments. During the nine months ended March 31, 2009, the Company
purchased $40.5 million and had sales or maturities of $68.9 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 nine months ended March 31, 2010 and 2009, the Company received
$50,000 and $1.3 million, respectively, in distributions 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 $3.0 million and $930,000 was received during the nine months ended
March 31, 2010 and 2009, respectively, from the exercise of stock options.
The Company also recognized excess tax benefits from stock option exercises
of $177,000 and $80,000 for the nine months ended March 31, 2010 and 2009,
respectively.
During the first nine months 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 nine months of fiscal 2010 and 2009, the Company paid cash
dividends of $28.7 million and $18.9 million, respectively, to all common
shareholders. On May 4, 2010, the Company announced the payment of a $0.26
per share cash dividend. The dividend of approximately $9.7 million will be
payable May 28, 2010 to all common shareholders of record on May 14, 2010.
During the first nine months of fiscal 2010 the Company purchased and retired
approximately 23,000 shares of common stock at a market value of $1.4
million. During the first nine months of fiscal 2009, the Company purchased
and retired approximately 1.4 million shares of common stock at a market
value of $88.9 million of which $88.7 million was disbursed prior to March
31, 2009.
15
Contractual Obligations
There were no material changes outside the ordinary course of business in the
Company's contractual obligations during the nine months ended March 31,
2010.
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 requires 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.
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, 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 March 31, 2010, the Company had an independently managed investment
portfolio of fixed income securities, excluding those classified as cash and
cash equivalents, of $199 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.
16
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 euros,
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 NINE MONTHS ENDED
---------------- ------------------
3/31/10 3/31/09 3/31/10 3/31/09
------- ------- -------- --------
British pound sterling $ 1.55 $ 1.44 $ 1.60 $ 1.61
Euro 1.37 1.29 1.43 1.36
Chinese yuan .147 .146 .146 .146
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
March 31, 2010, 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 1,035 Br. pounds $1,571
Other European currencies 817 Br. pounds $1,239
Intercompany payable in:
Euros 513 Br. pounds $ 778
U.S. dollars 3,269 Br. pounds $4,960
U.S. dollars 3,188 Chinese yuan $ 467
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 March 31, 2010 levels against the euro, British pound sterling
and Chinese yuan are as follows (in thousands):
HYPOTHETICAL
DECREASE
------------
Translation of earnings into U.S. dollars (annualized) $2,248
Transaction losses 543
Translation of net assets of foreign subsidiaries 6,484
17
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.
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
In a previously disclosed lawsuit filed by Streck, Inc. (Streck), venued in
the U.S. District Court for the District of Nebraska (the Nebraska Court),
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
Systems 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 $40,000) 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.
18
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 March 31, 2010:
Maximum
Approximate
Dollar Value
Total Number of of Shares that
Shares Purchased May Yet Be
Total Number Average as Part of Purchased Under
Of Shares Price Paid Publicly Announced the Plans
Period Purchased Per Share Plans or Programs or Programs
-------------- ------------ ---------- ------------------ ---------------
1/1/10-1/31/10 0 $ -- 0 $67.5 million
2/1/10-2/28/10 22,862 $61.15 22,862 $66.1 million
3/1/10-3/31/10 0 $ -- 0 $66.1 million
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 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
See "exhibit index" following the signature page.
19
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: May 7, 2010 /s/ Thomas E. Oland
President, Chief Executive Officer
Date: May 7, 2010 /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
20