Form 10-Q
Table of Contents

 

 

UNITED STATES

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, 2013, 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

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

614 McKinley Place N.E.

Minneapolis, MN

  55413
(Address of principal executive offices)   (Zip Code)

(612) 379-8854

(Registrant’s telephone number, including area code)

 

 

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 (§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  x    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 the definitions 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 3, 2013, 36,834,046 shares of the Company’s Common Stock (par value $0.01) were outstanding.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

     Page  
PART I. FINANCIAL INFORMATION   

Item 1. Financial Statements (Unaudited)

  

Condensed Consolidated Statements of Earnings and Comprehensive Income for the Quarters and Nine Months Ended March 31, 2013 and 2012

     1   

Condensed Consolidated Balance Sheets as of March 31, 2013 and June 30, 2012

     2   

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2013 and 2012

     3   

Notes to Condensed Consolidated Financial Statements

     4   

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

     7   

Item 3. Quantitative and Qualitative Disclosures about Market Risk

     12   

Item 4. Controls and Procedures

     14   
PART II: OTHER INFORMATION   

Item 1. Legal Proceedings

     14   

Item 1A. Risk Factors

     14   

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     14   

Item 3. Defaults Upon Senior Securities

     14   

Item 4. Mine Safety Disclosures

     15   

Item 5. Other Information

     15   

Item 6. Exhibits

     15   

SIGNATURES

     15   


Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

TECHNE Corporation and Subsidiaries

(in thousands, except per share data)

(unaudited)

 

      Quarter Ended
March 31,
    Nine Months Ended
March 31,
 
   2013     2012     2013     2012  

Net sales

   $ 80,992      $ 83,621      $ 231,100      $ 235,879   

Cost of sales

     19,845        20,238        59,107        58,939   
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross margin

     61,147        63,383        171,993        176,940   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating expenses:

        

Selling, general and administrative

     9,982        9,899        31,266        31,323   

Research and development

     7,219        7,122        22,074        20,626   
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     17,201        17,021        53,340        51,949   
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     43,946        46,362        118,653        124,991   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other income (expense):

        

Interest income

     638        470        1,976        1,996   

Impairment losses on investments

     0        (3,254     0        (3,254

Other non-operating expense, net

     (118     (373     (731     (2,155
  

 

 

   

 

 

   

 

 

   

 

 

 

Total other income (expense)

     520        (3,157     1,245        (3,413
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

     44,466        43,205        119,898        121,578   

Income taxes

     11,348        11,449        35,748        36,488   
  

 

 

   

 

 

   

 

 

   

 

 

 

Net earnings

     33,118        31,756        84,150        85,090   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss):

        

Foreign currency translation adjustments

     (9,264     3,895        (4,232     (711

Unrealized gains (losses) on available-for-sale investments, net of tax of $6,610, $13,326, ($2,659) and 13,319, respectively

     11,851        23,886        (4,706     23,879   
  

 

 

   

 

 

   

 

 

   

 

 

 

Other comprehensive income (loss)

     2,587        27,781        (8,938     23,168   
  

 

 

   

 

 

   

 

 

   

 

 

 

Comprehensive income

   $ 35,705      $ 59,537      $ 75,212      $ 108,258   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings per share:

        

Basic

   $ 0.90      $ 0.86      $ 2.28      $ 2.30   

Diluted

   $ 0.90      $ 0.86      $ 2.28      $ 2.30   

Cash dividends per common share:

   $ 0.30      $ 0.28      $ 0.88      $ 0.83   

Weighted average common shares outstanding:

        

Basic

     36,842        36,864        36,835        36,975   

Diluted

     36,908        36,930        36,901        37,043   

See Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

CONDENSED CONSOLIDATED BALANCE SHEETS

TECHNE Corporation and Subsidiaries

(in thousands, except share and per share data)

 

      March  31,
2013

(unaudited)
     June 30,
2012
 

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 150,713       $ 116,675   

Short-term available-for-sale investments

     162,162         152,311   

Trade accounts receivable, less allowance for doubtful accounts of $473 and $455, respectively

     38,138         35,668   

Other receivables

     1,736         2,073   

Inventories

     35,675         38,277   

Prepaid expenses

     1,733         1,503   
  

 

 

    

 

 

 

Total current assets

     390,157         346,507   
  

 

 

    

 

 

 

Available-for-sale investments

     135,765         143,966   

Property and equipment, net

     105,202         93,788   

Goodwill

     84,311         85,682   

Intangible assets, net

     41,779         46,476   

Other assets

     3,076         2,905   
  

 

 

    

 

 

 
   $ 760,290       $ 719,324   
  

 

 

    

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

     

Current liabilities:

     

Trade accounts payable

   $ 6,189       $ 6,291   

Salaries, wages and related accruals

     4,610         4,699   

Accrued expenses

     7,438         7,275   

Income taxes payable

     4,176         3,251   

Deferred income taxes

     10,068         14,234   
  

 

 

    

 

 

 

Total current liabilities

     32,481         35,750   
  

 

 

    

 

 

 

Deferred income taxes

     8,300         9,132   

Shareholders’ equity:

     

Common stock, par value $.01 per share; authorized 100,000,000; issued and outstanding 36,842,346 and 36,826,364, respectively

     368         368   

Additional paid-in capital

     134,118         131,851   

Retained earnings

     572,186         520,448   

Accumulated other comprehensive income

     12,837         21,775   
  

 

 

    

 

 

 

Total shareholders’ equity

     719,509         674,442   
  

 

 

    

 

 

 
   $ 760,290       $ 719,324   
  

 

 

    

 

 

 

See Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

TECHNE Corporation and Subsidiaries

(in thousands)

(unaudited)

 

      Nine Months Ended
March 31,
 
   2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net earnings

   $ 84,150      $ 85,090   

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation and amortization

     9,279        9,366   

Costs recognized on sale of acquired inventory

     3,496        5,870   

Deferred income taxes

     (2,054     (7,753

Stock-based compensation expense

     1,374        1,389   

Excess tax benefit from stock option exercises

     (69     (51

Impairment losses on investments

     0        3,254   

Losses by equity method investees

     114        558   

Other

     337        (10

Change in operating assets and operating liabilities:

    

Trade accounts and other receivables

     (2,319     (4,645

Inventories

     (2,032     (1,586

Prepaid expenses

     (240     (393

Trade accounts payable and accrued expenses

     (215     1,641   

Salaries, wages and related accruals

     636        1,351   

Income taxes payable

     1,118        (4,748
  

 

 

   

 

 

 

Net cash provided by operating activities

     93,575        89,333   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Purchase of available-for-sale investments

     (89,099     (124,007

Proceeds from sales of available-for-sale investments

     26,367        53,931   

Proceeds from maturities of available-for-sale investments

     53,987        56,273   

Additions to property and equipment

     (17,108     (4,884

Increase in other long-term assets

     (592     (489

Distribution from unconsolidated entity

     0        42   
  

 

 

   

 

 

 

Net cash used in investing activities

     (26,445     (19,134
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Cash dividends

     (32,413     (30,707

Proceeds from stock option exercises

     824        667   

Excess tax benefit from stock option exercises

     69        51   

Purchase of common stock for stock bonus plans

     (573     (907

Repurchase of common stock

     0        (21,283
  

 

 

   

 

 

 

Net cash used in financing activities

     (32,093     (52,179
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     (999     (353
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     34,038        17,667   

Cash and cash equivalents at beginning of period

     116,675        77,613   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 150,713      $ 95,280   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TECHNE Corporation and Subsidiaries

(unaudited)

A. 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 2012. 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, 2012, included in the Company’s Annual Report on Form 10-K for fiscal 2012.

B. Available-For-Sale Investments:

The Company’s available-for-sale investments at March 31, 2013 and June 30, 2012 are carried at fair value and are valued using quoted market prices in active markets (Level 1 input) for identical assets and liabilities. The fair value of the Company’s available-for-sale investments at March 31, 2013 and June 30, 2012 were $298 million and $296 million, respectively. The amortized cost basis of the Company’s available-for-sale investments at March 31, 2013 and June 30, 2012 were $239 million and $230 million, respectively.

C. Inventories:

Inventories consist of (in thousands):

 

      March 31,
2013
     June 30,
2012
 

Raw materials

   $ 6,011       $ 5,678   

Finished goods

     29,664         32,599   
  

 

 

    

 

 

 
   $ 35,675       $ 38,277   
  

 

 

    

 

 

 

D. Property and Equipment:

Property and equipment consist of (in thousands):

 

      March 31,
2013
    June 30,
2012
 

Cost:

    

Land

   $ 7,438      $ 7,473   

Buildings and improvements

     138,367        123,257   

Laboratory equipment

     32,795        31,658   

Office equipment

     6,123        5,710   
  

 

 

   

 

 

 
     184,723        168,098   

Accumulated depreciation and amortization

     (79,521     (74,310
  

 

 

   

 

 

 
   $ 105,202      $ 93,788   
  

 

 

   

 

 

 

 

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E. Intangible Assets and Goodwill:

Intangible assets and goodwill consist of (in thousands):

 

      March 31,
2013
    June 30,
2012
 

Developed technology

   $ 28,642      $ 29,410   

Trade names

     17,655        17,871   

Customer relationships

     8,611        8,712   

Non-compete agreement

     400        400   
  

 

 

   

 

 

 
     55,308        56,393   

Accumulated amortization

     (13,529     (9,917
  

 

 

   

 

 

 
   $ 41,779      $ 46,476   
  

 

 

   

 

 

 

Goodwill

   $ 84,311      $ 85,682   
  

 

 

   

 

 

 

The change in the carrying amount of net intangible assets for the nine months ended March 31, 2013 resulted from amortization expense and currency translation. Amortization expense related to technologies included in cost of sales was $742,000 and $2.3 million, respectively, for the quarter and nine months ended March 31, 2013, and $750,000 and $2.3 million, respectively, for the quarter and nine months ended March 31, 2012. Amortization expense related to trade names, customer relationships, and the non-compete agreement included in selling, general and administrative expense was $516,000 and $1.6 million, respectively, for the quarter and nine months ended March 31, 2013, and $518,000 and $1.6 million, respectively, for the quarter and nine months ended March 31, 2012.

The change in the carrying amount of goodwill for the nine months ended March 31, 2013 resulted from currency translation.

F. Impairment Losses on Investments:

The Company holds a 16.8% ownership interest in Nephromics, Inc. (Nephromics) and accounts for its investment under the equity method of accounting as Nephromics is a limited liability company. During the third quarter of fiscal 2012, Nephromics signed an agreement to sell substantially all of its assets. The sale price included a payment at closing, future payment contingent upon the issuance of certain patents, and royalties on future sublicense income. As a result of the agreement, the Company determined that a portion of its investment in Nephromics was other-than-temporarily impaired and wrote off $2.4 million of this investment during the quarter ended March 31, 2012. The Company’s net investment in Nephromics was $505,000 at both March 31, 2013 and June 30, 2012.

The Company held an ownership interest in ACTGen, Inc. (ACTGen), a development stage biotechnology company, through the second quarter of fiscal 2013. During the third quarter of fiscal 2012, the Company determined that the Company’s investment in ACTGen was other-than-temporarily impaired and wrote off its remaining investment of $854,000 during the quarter ended March 31, 2012.

G. Income Taxes

Income taxes for the quarter and nine months ended March 31, 2013 were provided at rates of 25.5% and 29.8%, respectively, of consolidated earnings before income taxes, compared to 26.5% and 30.0% for the same prior-year periods. In January 2013, the U.S. federal credit for research and development was reinstated retroactively for the period of January 2012 through December 2013. Included in income tax expense for both the quarter and nine months ended March 31, 2013 was a $1.2 million credit for research and development expenses compared to a $430,000 credit for research and development expenses for the nine months ended March 31, 2012. Included in income tax expense for the quarter and nine months ended March 31, 2013 were credits to U.S. income tax expense of $1.1 million and $500,000, respectively, related to foreign source income compared to income tax expense related to foreign source income of $379,000 and $862,000, respectively, for the same prior-year periods. Included in income taxes for the quarter and nine months ended March 31, 2012 was a $3.0 million benefit due to the reversal of a deferred tax valuation allowance on the Company’s excess tax basis in investments in unconsolidated entities. The Company determined such valuation allowance was no longer necessary as of March 31, 2012.

 

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H. Earnings Per Share:

Shares used in the earnings per share computations are as follows (in thousands):

 

      Quarter Ended
March 31,
     Nine Months Ended
March 31,
 
   2013      2012      2013      2012  

Weighted average common shares outstanding-basic

     36,842         36,864         36,835         36,975   

Dilutive effect of stock options

     66         66         66         68   
  

 

 

    

 

 

    

 

 

    

 

 

 

Weighted average common shares outstanding-diluted

     36,908         36,930         36,901         37,043   
  

 

 

    

 

 

    

 

 

    

 

 

 

The dilutive effect of stock options in the above table excludes all options for which the aggregate exercise proceeds exceeded the average market price for the period. The number of potentially dilutive option shares excluded from the calculation was 214,000 for both the quarter and nine months ended March 31, 2013. The number of potentially dilutive option shares excluded from the calculation was 222,000 for both the quarter and nine months ended March 31, 2012, respectively.

I. Segment Information:

The Company has two reportable segments based on the nature of products (biotechnology and hematology). Following is financial information relating to the Company’s reportable segments (in thousands):

 

      Quarter Ended
March 31,
    Nine Months Ended
March 31,
 
   2013     2012     2013     2012  

External sales

        

Biotechnology

   $ 75,285      $ 78,180      $ 214,416      $ 220,291   

Hematology

     5,707        5,441        16,684        15,588   
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net sales

   $ 80,992      $ 83,621      $ 231,100      $ 235,879   
  

 

 

   

 

 

   

 

 

   

 

 

 

Earnings before income taxes

        

Biotechnology

   $ 43,246      $ 45,442      $ 117,123      $ 123,304   

Hematology

     2,247        2,037        6,498        5,636   
  

 

 

   

 

 

   

 

 

   

 

 

 

Segment earnings before income taxes

     45,493        47,479        123,621        128,940   

Unallocated corporate expenses and equity method investee losses

     (1,027     (4,274     (3,723     (7,362
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated earnings before income taxes

   $ 44,466      $ 43,205      $ 119,898      $ 121,578   
  

 

 

   

 

 

   

 

 

   

 

 

 

J. Accumulated Other Comprehensive Income:

Accumulated other comprehensive income consists of (in thousands):

 

      March 31,
2013
    June 30,
2012
 

Foreign currency translation adjustments

   $ (24,975   $ (20,743

Net unrealized gain on available-for-sale investments, net of tax

     37,812        42,518   
  

 

 

   

 

 

 
   $ 12,837      $ 21,775   
  

 

 

   

 

 

 

 

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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 TECHNE Corporation’s wholly-owned subsidiaries, Research and Diagnostic Systems, Inc. (R&D Systems), Boston Biochem, Inc. (Boston Biochem), and BiosPacific, Inc. (BiosPacific). TECHNE Corporation’s European biotechnology operations are conducted through its wholly-owned U.K. subsidiaries, R&D Systems Europe Ltd. (R&D Europe) and Tocris Holdings Limited (Tocris). R&D Europe has a sales subsidiary, R&D Systems GmbH, in Germany and a sales office in France. TECHNE Corporation distributes its biotechnology products in China through its wholly-owned subsidiary, R&D Systems China Co., Ltd. (R&D China). R&D China has a sales subsidiary, R&D Systems Hong Kong Ltd., in Hong Kong.

The Company has two reportable segments based on the nature of its products (biotechnology and hematology). R&D Systems’ Biotechnology Division, R&D Europe, Tocris, R&D China, BiosPacific and Boston Biochem operating segments are included in the biotechnology reporting segment. The Company’s biotechnology reporting segment develops, manufactures and sells biotechnology research and diagnostic products world-wide. The Company’s hematology reporting segment, which consists of R&D Systems’ Hematology Division, develops and manufactures hematology controls and calibrators for sale world-wide.

RESULTS OF OPERATIONS

Consolidated net sales decreased 3.1% and consolidated net earnings increased 4.3%, respectively, for the quarter ended March 31, 2013 compared to the quarter ended March 31, 2012. Consolidated net sales and consolidated net earnings decreased 2.0% and 1.1%, respectively, for the nine months ended March 31, 2013 compared to the nine months ended March 31, 2012. Consolidated net sales for the quarter and nine months ended March 31, 2013 were unfavorably affected by changes in foreign currency exchange rates from the same prior-year periods. A stronger U.S. dollar as compared to foreign currencies reduced sales by $122,000 and $2.6 million in the quarter and nine-month periods ended March 31, 2013, from the comparable prior-year periods.

Net Sales

Consolidated net sales for the quarter and nine months ended March 31, 2013 were $81.0 million and $231 million, respectively, decreases of $2.6 million (3.1%) and $4.8 million (2.0%) from the quarter and nine months ended March 31, 2012, respectively. Excluding the effect of the change from the comparable prior-year period in exchange rates used to convert sales in foreign currencies (primarily British pound sterling, euros and Chinese yuan), consolidated net sales for the quarter and nine months ended March 31, 2013 decreased 3.0% and 0.9%, respectively, from comparable prior-year periods. Included in consolidated net sales for the quarter and nine months ended March 31, 2013 were $694,000 and $1.4 million, respectively, of sales of new biotechnology products that had their first sale in fiscal 2013.

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

 

      Quarter Ended
March 31,
     Nine Months Ended
March 31,
 
   2013      2012      2013      2012  

Biotechnology

   $ 75,285       $ 78,180       $ 214,416       $ 220,291   

Hematology

     5,707         5,441         16,684         15,588   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consolidated net sales

   $ 80,992       $ 83,621       $ 231,100       $ 235,879   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Biotechnology segment net sales decreased $2.9 million (3.7%) and $5.9 million (2.7%) for the quarter and nine months ended March 31, 2013, respectively, compared to the same prior-year periods. The decrease in the quarter ended March 31, 2013 was affected by one less ship day as compared to the third quarter of the prior fiscal year and also included the Easter holiday, which was in the fourth quarter of the prior fiscal year. The decrease in net sales for the nine months ended March 31, 2013 was affected by two less ship days in the nine-month period, the Easter holiday and changes in exchange rates from the comparable prior-year periods, which impacted sales by $2.6 million, as noted above.

Biotechnology segment sales growth (decline), excluding the effect of changes in exchange rates, from the same prior-year periods were as follows:

 

      Quarter Ended
March 31,
    Nine Months Ended
March 31,
 
   2013     2012     2013     2012  

U.S. industrial, pharmaceutical and biotechnology

     (2.5 %)      5.6     (4.2 %)      5.7

U.S. academic

     (8.5 %)      (5.4 %)      (5.5 %)      (4.9 %) 

Europe

     (10.3 %)      (0.4 %)      (2.0 %)      (0.6 %) 

China

     24.9     19.9     19.4     22.4

Pacific rim distributors, excluding China

     9.6     7.8     4.7     6.5

Biotechnology segment net sales consisted of the following:

 

      Nine Months
Ended
March 31,
2013
 

United States:

  

Industrial, pharmaceutical and biotechnology

     29

Academic

     13

Other

     13
  

 

 

 
     55

Europe

     28

China

     5

Pacific rim distributors, excluding China

     10

Rest of world

     2
  

 

 

 
     100
  

 

 

 

Hematology segment net sales increased $266,000 (4.9%) and $1.1 million (7.0%) for the quarter and nine months ended March 31, 2013, respectively, compared to the same prior-year periods as a result of increased sales volume.

Gross Margins

Fluctuations in gross margins, as a percentage of net sales, are typically the result of changes in foreign currency exchange rates, changes in product mix and seasonality. Such fluctuations are normal and expected to continue in future periods. Gross margins have also been affected by acquisitions completed in prior years.

Segment gross margins, as a percentage of net sales, were as follows:

 

      Quarter Ended
March 31,
    Nine Months Ended
March 31,
 
   2013     2012     2013     2012  

Biotechnology

     77.5     77.7     76.4     76.9

Hematology

     49.0     48.7     49.0     47.8

Consolidated

     75.5     75.8     74.4     75.0

 

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The Biotechnology segment gross margin percentage for the quarter ended March 31, 2013 decreased from the same prior-year period primarily due to lower sales volumes. The Biotechnology segment gross margin percentage for the nine months ended March 31, 2013, respectively, decreased from the same prior-year period due to lower sales volumes and unfavorable exchange rates. This negative gross margin impact was partially offset by a decline in the costs recognized upon the sale of inventory acquired in fiscal 2011 which was written-up to fair value. Hematology segment gross margin percentage for the quarter and nine months ended March 31, 2013 increased slightly from the comparable prior-year periods as a result of increased sales volume.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $83,000 (0.8%) and decreased $57,000 (0.2%) for the quarter and nine months ended March 31, 2013 from the same prior-year periods. Selling general and administrative expenses were impacted by decreases in profit sharing expense of $399,000 and $1.1 million for the quarter and nine months ended March 31, 2013, respectively, as compared to the same prior-year periods. The increase in selling, general and administrative expense, excluding the profit sharing impact, was mainly the result of increased marketing wages and consulting related to upgrading the Company’s website.

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

 

      Quarter Ended
March 31,
     Nine Months Ended
March 31,
 
   2013      2012      2013      2012  

Biotechnology

   $ 8,941       $ 8,921       $ 27,304       $ 27,394   

Hematology

     375         435         1,173         1,315   

Unallocated corporate expenses

     666         543         2,789         2,614   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consolidated selling, general and administrative Expenses

   $ 9,982       $ 9,899       $ 31,266       $ 31,323   
  

 

 

    

 

 

    

 

 

    

 

 

 

The Company hired a new Chief Executive Officer (CEO) effective April 1, 2013. The compensation for the previous CEO was below market, and therefore, the Company will incur higher executive compensation costs as a result. These increases should not be significant in the fiscal year ending June 30, 2013, but could impact financial results beginning in fiscal 2014. This change could also impact other compensation and benefit costs.

Research and Development Expenses

Research and development expenses for the quarter and nine months ended March 31, 2013 increased $97,000 (1.4%) and $1.4 million (7.0%), respectively, from the same prior-year periods. The increase was mainly due to increases in personnel and supply costs associated with the development and release of new high-quality biotechnology products. The Company expects research and development expenses to continue to increase in future periods as a result of its ongoing product development program.

Research and development expenses were composed of the following (in thousands):

 

      Quarter Ended
March 31,
     Nine Months Ended
March 31,
 
   2013      2012      2013      2012  

Biotechnology

   $ 7,015       $ 6,924       $ 21,470       $ 20,017   

Hematology

     204         198         604         609   
  

 

 

    

 

 

    

 

 

    

 

 

 

Consolidated research and development expenses

   $ 7,219       $ 7,122       $ 22,074       $ 20,626   
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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Impairment Loss on Investments in Unconsolidated Entities

The Company holds a 16.8% ownership interest in Nephromics, Inc. (Nephromics) and accounts for its investment under the equity method of accounting as Nephromics is a limited liability company. During the third quarter of fiscal 2012, Nephromics signed an agreement to sell substantially all of its assets. The sale price included a payment at closing, future payment contingent upon the issuance of certain patents, and royalties on future sublicense income. As a result of the agreement, the Company determined that a portion of its investment in Nephromics was other-than-temporarily impaired and wrote off $2.4 million of this investment during the quarter ended March 31, 2012. The Company’s net investment in Nephromics was $505,000 at both March 31, 2013 and June 30, 2012.

The Company held an ownership interest in ACTGen, Inc. (ACTGen), a development stage biotechnology company, through the second quarter of fiscal 2013. During the third quarter of fiscal 2012, the Company determined that the Company’s investment in ACTGen was other-than-temporarily impaired and wrote off its remaining investment of $854,000 during the quarter ended March 31, 2012.

Other Non-operating Expense, Net

Other non-operating expense, net, 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. Amounts were as follows (in thousands):

 

      Quarter Ended
March 31,
    Nine Months Ended
March 31,
 
   2013     2012     2013     2012  

Foreign currency gains (losses)

   $ 289      $ 164      $ 360      $ (465

Rental income

     196        150        581        482   

Building expenses related to rental property

     (572     (545     (1,558     (1,614

Losses by equity method investees

     (31     (142     (114     (558
  

 

 

   

 

 

   

 

 

   

 

 

 

Other non-operating expense, net

   $ (118   $ (373   $ (731   $ (2,155
  

 

 

   

 

 

   

 

 

   

 

 

 

Income Taxes

Income taxes for the quarter and nine months ended March 31, 2013 were provided at rates of 25.5% and 29.8%, respectively, of consolidated earnings before income taxes, compared to 26.5% and 30.0% for the same prior-year periods. In January 2013, the U.S. federal credit for research and development was reinstated retroactively for the period of January 2012 through December 2013. Included in income tax expense for both the quarter and nine months ended March 31, 2013 was a $1.2 million credit for research and development expenses compared to a $430,000 credit for research and development expenses for the nine months ended March 31, 2012. Included in income tax expense for the quarter and nine months ended March 31, 2013 were credits to U.S. income tax expense of $1.1 million and $500,000, respectively, related to foreign source income compared to income tax expense of $379,000 and $862,000, respectively, for the same prior-year periods. The income tax credits in fiscal 2013 were due to changes in estimates related to foreign source income. Included in income taxes for the quarter and nine months ended March 31, 2012 was a $3.0 million benefit due to the reversal of a deferred tax valuation allowance on the Company’s excess tax basis in investments in unconsolidated entities. The Company determined such valuation allowance was no longer necessary as of March 31, 2012. The Company expects the effective tax rate for the remainder of fiscal 2013 to range from 30% to 32%.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2013, cash and cash equivalents and available-for-sale investments were $449 million compared to $413 million at June 30, 2012. Included in available-for-sale-investments at March 31, 2013 was the fair value of the Company’s investment in ChemoCentryx, Inc. (CCXI) of $87.5 million. The fair value of the Company’s CCXI investment at June 30, 2012 was $94.7 million.

 

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At March 31, 2013, approximately 60%, 39%, and 1% of the Company’s cash and cash equivalents of $151 million are located in the U.S., United Kingdom and China, respectively. At March 31, 2013, approximately 95% of the Company’s available-for-sale investment accounts are located in the U.S., with the remaining 5% in China. The Company has either paid U.S. income taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations.

The Company believes it can meet its cash and working capital requirements, facility expansion and capital addition needs and share repurchase, cash dividend, investment and acquisition strategies for at least the next twelve months through currently available funds, cash generated from operations and maturities or sales of available-for-sale investments.

Cash Flows From Operating Activities

The Company generated cash of $93.6 million from operating activities in the first nine months of fiscal 2013 compared to $89.3 million in the first nine months of fiscal 2012. The increase from the prior year was primarily due to changes in income taxes payable as a result of the timing of tax payments, partially offset by decreased net earnings for the period.

Cash Flows From Investing Activities

During the nine months ended March 31, 2013, the Company purchased $89.1 million and had sales or maturities of $80.4 million of available-for-sale investments. During the nine months ended March 31, 2012, the Company purchased $124 million and had sales or maturities of $110 million of available-for-sale investments. The Company’s investment policy is to place excess cash in municipal and corporate 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.

Capital expenditures for fixed assets for the first nine months of fiscal 2013 and 2012 were $17.1 million and $4.9 million, respectively. Included in capital expenditures for the first nine months of fiscal 2013 and 2012 was $15.1 million and $2.6 million, respectively, related to expansion and remodeling of office and laboratory space at the Company’s Minneapolis, Minnesota facility. The remaining capital additions were mainly for laboratory and computer equipment. Capital expenditures in the remainder of fiscal 2013 are expected to be approximately $9.6 million, including $7.3 million related to expansion space in Minneapolis and the purchase of land for construction of a new facility in the United Kingdom, both of which are expected to be completed during fiscal 2014. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities.

Cash Flows From Financing Activities

During the first nine months of fiscal 2013 and 2012, the Company paid cash dividends of $32.4 million and $30.7 million, respectively, to all common shareholders. On April 30, 2013, the Company announced the payment of a $0.30 per share cash dividend. The dividend of approximately $11.0 million will be payable May 24, 2013 to all common shareholders of record on May 10, 2013.

Cash of $824,000 and $667,000 was received during the nine months ended March, 2013 and 2012, respectively, from the exercise of stock options. The Company also recognized excess tax benefits from stock option exercises of $69,000 and $51,000 for the nine months ended March 31, 2013 and 2012, respectively.

During the first nine months of fiscal 2013 and 2012, the Company repurchased 8,324 and 13,140 shares of common stock for its employee stock bonus plans at a cost of $573,000 and $907,000, respectively.

During the first nine months of fiscal 2012, the Company repurchased and retired 309,010 shares of common stock at a market value of $21.3 million. The Company did not repurchase any shares during the first nine months of fiscal 2013.

 

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CONTRACTUAL OBLIGATIONS

There were no material changes outside the ordinary course of business in the Company’s contractual obligations during the quarter ended March 31, 2013.

CRITICAL ACCOUNTING POLICIES

The Company’s significant accounting policies are discussed in the Company’s Annual Report on Form 10-K for fiscal 2012 and are incorporated herein by reference. 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, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in fiscal 2013 that would require disclosure. There have been no changes to the Company’s policies in fiscal 2013.

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 effect of changes to accounting policies, the expected effective income tax rate, the amount of capital expenditures for the remainder of the fiscal year, the timeframe for completing facility improvements in the U.S. and the U.K., the source of funding for capital expenditure requirements, the sufficiency of currently available funds for meeting the Company’s needs, the impact of fluctuations in foreign currency exchange rates, and expectations regarding gross margin fluctuations, increasing research and development expenses and increasing selling, general and administrative expenses. 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 products, general national and international economic conditions, increased competition, the reliance on internal manufacturing and related operations, the impact of currency exchange rate fluctuations, economic instability in Eurozone countries, the recruitment and retention of qualified personnel, the impact of governmental regulation, maintenance of intellectual property rights, credit risk and fluctuation in the market value of the Company’s investment portfolio, unseen delays and expenses related to facility improvements, and the success of financing efforts by companies in which the Company has invested. For additional information concerning such factors, see the Company’s Annual Report on Form 10-K for fiscal 2012 as filed with the Securities and Exchange Commission.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At March 31, 2013, the Company had a portfolio of fixed income debt securities, excluding those classified as cash and cash equivalents, of $210 million. These securities, like all fixed income instruments, are subject to interest rate risk and will decline in value if market interest rates increase. As 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.

At March 31, 2013, the Company held an investment in the common stock of CCXI. The investment was included in short-term available-for-sale investments at its fair value of $87.5 million. At March 31, 2013, the potential loss in fair value due to a 10% decrease in the market value of CCXI was $8.7 million.

 

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The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. For the nine months ended March 31, 2013, approximately 30% of consolidated net sales were made in foreign currencies, including 14% in euros, 7% in British pound sterling, 4% in Chinese yuan and the remaining 5% 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
March 31,
     Nine Months Ended
March 31,
 
   2013      2012      2013      2012  

Euro

   $ 1.32       $ 1.33       $ 1.29       $ 1.36   

British pound sterling

     1.54         1.59         1.58         1.59   

Chinese yuan

     .161         .159         .160         .157   

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, 2013, the Company had the following trade receivable and intercompany payables denominated in one currency but receivable or payable in another currency (in thousands):

 

      Denominated
Currency
     U.S. Dollar
Equivalent
 

Accounts receivable in:

     

Euros

   £ 978       $ 1,487   

Other European currencies

   £ 1,162       $ 1,766   

Intercompany payable in:

     

Euros

   £ 664       $ 1,010   

U.S. dollars

   £ 2,492       $ 3,788   

U.S. dollars

   yuan  4,440       $ 708   

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 and Comprehensive Income. The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheet as part of “Accumulated other comprehensive income.”

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from March 31, 2013 levels against the euro, British pound sterling and Chinese yuan are as follows (in thousands):

 

Decrease in translation of 2013 earnings into U.S. dollars (annualized)

   $ 2,469   

Decrease in translation of net assets of foreign subsidiaries

     16,202   

Additional transaction losses

     450   

 

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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

As of May 10, 2013, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

ITEM 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, 2012.

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, 2013:

 

Period

   Total Number
of Shares
Purchased
     Average
Price Paid

Per Share
     Total Number of Shares
Purchased as Part of  Publicly
Announced

Plans or Programs
     Maximum Approximate
Dollar Value of Shares that
May Yet Be Purchased
Under

the Plans or Programs
 

1/1/13-1/31/13

     0       $ 0         0       $ 127.0 million   

2/1/13-2/28/13

     0       $ 0         0       $ 127.0 million   

3/1/13-3/31/13

     0       $ 0         0       $ 127.0 million   
  

 

 

    

 

 

    

 

 

    

Total

     0       $ 0         0       $ 127.0 million   

In April 2009, the Company authorized a plan for the repurchase and retirement of $60 million of its common stock. The plan does not have an expiration date. In October 2012, the Company increased the amount authorized under the plan by $100 million.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

 

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ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See “exhibit index” following the signature page.

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 10, 2013       /s/ Charles R. Kummeth
      Charles R. Kummeth
      Chief Executive Officer
Date: May 10, 2013       /s/ Gregory J. Melsen
      Gregory J. Melsen
      Chief Financial Officer

 

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EXHIBIT INDEX

TO

FORM 10-Q

TECHNE CORPORATION

 

Exhibit #

  

Description

10.1    Form of Restricted Stock Agreement for the 2010 Equity Incentive Plan.*
31.1    Section 302 Certification
31.2    Section 302 Certification
32.1    Section 906 Certification
32.2    Section 906 Certification
101    The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements.

 

* Management contract or compensatory plan or arrangement

 

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