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 December 31, 2009, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to___________
__________________
Commission file number 0-17272
__________________
TECHNE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1427402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
614 MCKINLEY PLACE N.E. (612) 379-8854
MINNEAPOLIS, MN 55413 (Registrant's telephone number,
(Address of principal including area code)
executive offices) (Zip 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
(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 February 5, 2010, 37,310,629 shares of the Company's Common Stock (par
value $.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
DECEMBER 31, 2009
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of December
31, 2009 and June 30, 2009 3
Condensed Consolidated Statements of Earnings for
the Quarters and Six Months Ended December 31,
2009 and 2008 4
Condensed Consolidated Statements of Cash Flows for
the Six Months Ended December 31, 2009 and 2008 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 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. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS 19
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)
12/31/09 6/30/09
-------- --------
ASSETS
Cash and cash equivalents $195,551 $160,940
Short-term available-for-sale investments 53,928 41,947
Trade accounts receivable, net 26,159 29,516
Other receivables 1,642 1,637
Inventories 12,988 11,269
Deferred income taxes 9,686 9,345
Prepaid expenses 1,005 813
-------- --------
Total current assets 300,959 255,467
-------- --------
Available-for-sale investments 49,183 61,863
Property and equipment, net 98,910 100,133
Goodwill 25,068 25,068
Intangible assets, net 2,524 3,004
Deferred income taxes 3,736 3,601
Investments in unconsolidated entities 21,235 22,119
Other assets 618 750
-------- --------
$502,233 $472,005
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 4,780 $ 5,156
Salaries, wages and related accruals 3,121 4,010
Other accounts payable and accrued expenses 2,432 2,311
Income taxes payable 3,354 4,046
-------- --------
Total current liabilities 13,687 15,523
-------- --------
Common stock, par value $.01 per share;
authorized 100,000,000; issued and outstanding
37,260,629 and 37,244,029 373 372
Additional paid-in capital 119,509 117,946
Retained earnings 378,139 345,641
Accumulated other comprehensive loss (9,475) (7,477)
-------- --------
Total stockholders' equity 488,546 456,482
-------- --------
$502,233 $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 SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
Net sales $ 65,521 $ 61,876 $132,055 $131,200
Cost of sales 13,329 13,430 26,230 26,516
-------- -------- -------- --------
Gross margin 52,192 48,446 105,825 104,684
-------- -------- -------- --------
Operating expenses:
Selling, general and administrative 9,007 9,703 17,045 18,543
Research and development 6,391 5,846 12,545 11,756
Amortization of intangible assets 240 240 480 480
-------- -------- -------- --------
Total operating expenses 15,638 15,789 30,070 30,779
-------- -------- -------- --------
Operating income 36,554 32,657 75,755 73,905
-------- -------- -------- --------
Other income (expense):
Interest income 1,156 2,205 2,324 5,092
Other non-operating expense, net (1,011) (712) (1,673) (1,899)
-------- -------- -------- --------
Total other income 145 1,493 651 3,193
-------- -------- -------- --------
Earnings before income taxes 36,699 34,150 76,406 77,098
Income taxes 11,978 10,528 24,913 24,883
-------- -------- -------- --------
Net earnings $ 24,721 $ 23,622 $ 51,493 $ 52,215
======== ======== ======== ========
Earnings per share:
Basic $ 0.66 $ 0.62 $ 1.38 $ 1.36
Diluted $ 0.66 $ 0.62 $ 1.38 $ 1.36
Cash dividends per common share $ 0.26 $ 0.25 $ 0.51 $ 0.25
Weighted average common shares
outstanding:
Basic 37,252 37,894 37,248 38,259
Diluted 37,353 37,992 37,346 38,370
See notes to condensed consolidated financial statements.
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
SIX MONTHS ENDED
------------------
12/31/09 12/31/08
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 51,493 $ 52,215
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 4,065 3,875
Deferred income taxes (577) (648)
Stock-based compensation expense 879 1,240
Excess tax benefit from stock option exercises (51) (72)
Losses by equity method investees 834 545
Other 75 217
Change in operating assets and operating liabilities:
Trade accounts and other receivables 3,286 4,011
Inventories (2,068) (1,078)
Prepaid expenses (194) 14
Trade accounts and other accounts payable
and accrued expenses (585) 202
Salaries, wages and related accruals (281) (2,696)
Income taxes payable (614) (4,520)
-------- --------
Net cash provided by operating activities 56,262 53,305
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (2,155) (2,117)
Purchase of available-for-sale investments (12,420) (40,473)
Proceeds from sales of available-for-sale investments 1,122 36,439
Proceeds from maturities of available-for-sale
investments 12,405 23,475
Distribution from unconsolidated entity 50 1,340
-------- --------
Net cash (used in) provided by investing
activities (998) 18,664
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 634 856
Excess tax benefit from stock option exercises 51 72
Purchase of common stock for stock bonus plans (607) (1,681)
Dividends paid (18,996) (9,507)
Repurchase and retirement of common stock -- (78,313)
-------- --------
Net cash used in financing activities (18,918) (88,573)
-------- --------
Effect of exchange rate changes on cash and
cash equivalents (1,735) (30,793)
-------- --------
Net increase (decrease) in cash and cash equivalents 34,611 (47,397)
Cash and cash equivalents at beginning of period 160,940 166,992
-------- --------
Cash and cash equivalents at end of period $195,551 $119,595
======== ========
See notes to condensed consolidated financial statements.
5
TECHNE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
A. GENERAL
Basis of presentation:
The interim unaudited condensed consolidated financial statements of Techne
Corporation and Subsidiaries (the Company) have been prepared in accordance
with accounting principles generally accepted in the United States of America
and with instructions to Form 10-Q and Article 10 of Regulation S-X. The
accompanying interim unaudited condensed consolidated financial statements
reflect all adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for the interim periods presented. All
such adjustments are of a normal recurring nature.
A summary of significant accounting policies followed by the Company is
detailed in the Company's Annual Report on Form 10-K for fiscal 2009. The
Company follows these policies in preparation of the interim unaudited
condensed consolidated financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted. These interim unaudited condensed
consolidated financial statements should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto for the fiscal
year ended June 30, 2009, included in the Company's Annual Report on Form 10-
K for fiscal 2009.
Subsequent events:
The Company has evaluated subsequent events through February 8, 2010, the
date these condensed consolidated financial statements were issued.
Fair value measurements:
The Company's available-for-sale securities of $103 million at December 31,
2009 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.
6
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.
7
B. BALANCE SHEET
Certain consolidated balance sheet captions appearing in this interim report
are as follows (in thousands):
12/31/09 6/30/09
-------- --------
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable $ 26,424 $ 29,873
Allowance for doubtful accounts (265) (357)
-------- --------
NET TRADE ACCOUNTS RECEIVABLE $ 26,159 $ 29,516
======== ========
INVENTORIES
Raw materials $ 5,389 $ 4,905
Supplies 144 142
Finished goods 7,455 6,222
-------- --------
TOTAL INVENTORIES $ 12,988 $ 11,269
======== ========
PROPERTY AND EQUIPMENT
Land $ 7,518 $ 7,538
Buildings and improvements 117,852 116,662
Laboratory equipment 25,657 24,759
Office equipment 4,886 4,746
-------- --------
155,913 153,705
Accumulated depreciation and amortization (57,003) (53,572)
-------- --------
NET PROPERTY AND EQUIPMENT $ 98,910 $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 (4,321) (3,841)
-------- --------
NET INTANGIBLE ASSETS $ 2,524 $ 3,004
======== ========
ACCUMULATED OTHER COMPREHENSIVE LOSS
Foreign currency translation adjustments ($ 10,217)($ 8,035)
Unrealized gains on available-for-sale investments 742 558
-------- --------
TOTAL ACCUMULATED OTHER COMPREHENSIVE LOSS ($ 9,475)($ 7,477)
======== ========
C. INCOME TAXES
Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $149 million as of December 31, 2009. Deferred taxes have not
been provided on such undistributed earnings as the Company has either paid
U.S. taxes on the undistributed earnings or intends to indefinitely reinvest
the undistributed earnings in the foreign operations. The Company is
evaluating the possibility of repatriating to the U.S. all or a portion of
the undistributed earnings on which it has previously paid U.S. taxes. The
amounts being considered for repatriation would not result in a material
amount of additional U.S. tax liability.
The Company's fiscal 2006 U.S. tax return is currently under audit by the
Internal Revenue Service. The Company does not believe the result of the
audit will have a material impact on the Company's consolidated financial
statements.
8
D. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
Weighted average common shares
outstanding-basic 37,252 37,894 37,248 38,259
Dilutive effect of stock options
and warrants 101 98 98 111
-------- -------- -------- --------
Weighted average common shares
outstanding-diluted 37,353 37,992 37,346 38,370
======== ======== ======== ========
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 six
months ended December 31, 2009 and 61,000 and 37,000 for the quarter and six
months ended December 31, 2008, respectively.
E. SEGMENT INFORMATION:
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Systems Europe Ltd. (R&D
Europe), and hematology. The biotechnology segment consists of R&D Systems,
Inc. (R&D Systems) Biotechnology Division, BiosPacific, Inc. (BiosPacific)
and R&D Systems China Co. Ltd. (R&D China), which develop, manufacture and
sell biotechnology research and diagnostic products world-wide. R&D Europe
distributes Biotechnology Division products throughout Europe. The hematology
segment develops and manufactures hematology controls and calibrators for
sale world-wide.
Following is financial information relating to the Company's operating
segments (in thousands):
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
External sales
Biotechnology $ 42,421 $ 40,332 $ 86,449 $ 86,469
R&D Europe 18,775 17,284 36,613 36,225
Hematology 4,325 4,260 8,993 8,506
-------- -------- -------- --------
Consolidated net sales $ 65,521 $ 61,876 $132,055 $131,200
======== ======== ======== ========
Earnings before income taxes
Biotechnology $ 29,333 $ 27,249 $ 60,913 $ 60,588
R&D Europe 7,981 7,817 15,860 17,539
Hematology 1,538 1,345 3,391 2,695
-------- -------- -------- --------
Segment earnings before income taxes 38,852 36,411 80,164 80,822
Unallocated corporate expenses
and equity method investee losses (2,153) (2,261) (3,758) (3,724)
-------- -------- -------- --------
Consolidated earnings before
income taxes $ 36,699 $ 34,150 $ 76,406 $ 77,098
======== ======== ======== ========
9
F. STOCK OPTIONS:
Option activity under the Company's stock option plans during the six months
ended December 31, 2009 was as follows:
WEIGHTED WEIGHTED
AVG. AVG. AGGREGATE
SHARES EXERCISE CONTRACTUAL INTRINSIC
(in 000's) PRICE LIFE (Yrs.) VALUE
-------- -------- ----------- ---------
Outstanding at June 30, 2009 398 $49.49
Granted 37 $63.00
Exercised (17) $38.20
Forfeited or expired -- --
---
Outstanding at December 31, 2009 418 $51.13 4.9 $7.3 million
===
Exercisable at December 31, 2009 399 $50.69 4.9 $7.2 million
===
The fair value of options granted under the Company's stock option plans were
estimated on the date of grant using the Black-Scholes option-pricing model
with the following assumptions used:
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
Dividend yield 1.6% -- 1.6% --
Expected annualized volatility 30% 37% 24%-30% 24%-37%
Risk free interest rate 3.1% 3.2% 2.5%-3.1% 3.2%-3.5%
Expected life 8 years 8 years 7 years 8 years
Weighted average fair value of
options granted $19.90 $30.70 $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 six
months ended December 31, 2009 was $449,000 and $465,000, respectively. The
total intrinsic value of options exercised during the quarter and six months
ended December 31, 2008 was $22,000 and $552,000, respectively. Stock option
exercises were satisfied through the issuance of new shares. The total fair
value of options vested during the quarter and six months ended December 31,
2009 was $697,000 and $717,000, respectively. The total fair value of
options vested during both the quarter and six months ended December 31, 2008
war $1.1 million.
Stock-based compensation cost of $777,000 and $879,000 was included in
selling, general and administrative expense for the quarter and six months
ended December 31, 2009, respectively. Stock-based compensation cost of $1.1
million and $1.2 million was included in selling, general and administrative
expense for the quarter and six months ended December 31, 2008, respectively.
Compensation cost is recognized using a straight-line method over the vesting
period and is net of estimated forfeitures. As of December 31, 2009, there
was $117,000 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 SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
Net earnings $ 24,721 $ 23,622 $ 51,493 $ 52,215
Other comprehensive (loss) income:
Foreign currency translation
adjustments 1,113 (20,510) (2,182) (34,641)
Unrealized (loss) gain on
available-for-sale investments,
net of tax (40) (19) 184 1,443
-------- -------- -------- --------
Comprehensive income $ 25,794 $ 3,093 $ 49,495 $ 19,017
======== ======== ======== ========
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 Six Months Ended December 31, 2009
and 2008
Consolidated net sales and consolidated net earnings increased 5.9% and 4.6%,
respectively, for the quarter ended December 31, 2009 compared to the quarter
ended December 31, 2008. Consolidated net sales for the six months ended
December 31, 2009 increased 0.7% and consolidated net earnings decreased
1.4%, respectively, compared to the six months ended December 31, 2008.
Consolidated net sales and net earnings were favorably affected by the
weakening of the U.S. dollar as compared to foreign currencies for the
quarter and six ended December 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 $2.6 million and $1.4 million for
the quarter and six months ended December 31, 2009, 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 $572,000 and $6,000 for the quarter and six months ended
December 31, 2009, respectively. In the first six months of fiscal 2010, the
Company generated cash of $56.3 million from operating activities, paid cash
dividends of $19.0 million and had cash, cash equivalents and available-for-
sale investments of $299 million at December 31, 2009 compared to $265
million at June 30, 2009.
11
Net Sales
Consolidated net sales for the quarter and six months ended December 31, 2009
were $65.5 million and $132.1 million, respectively, increases of $3.6
million (5.9%) and $855,000 (0.7%) from the quarter and six months ended
December 31, 2008. Excluding the effect of changes in foreign currency
exchange rates, consolidated net sales increased 1.6% and decreased 0.4% for
the quarter and six months ended December 31, 2009 from the comparable prior-
year periods. Included in consolidated net sales for the quarter and six
months ended December 31, 2009 was $663,000 and $910,000 of sales of new
biotechnology products which had their first sale in fiscal 2010.
Biotechnology net sales increased $2.1 million (5.2%) and decreased $20,000,
respectively, for the quarter and six months ended December 31, 2009 compared
to the same prior-year periods. The increase in the quarter was mainly as a
result of increased sales volume. North American biotechnology sales to
industrial pharmaceutical and biotechnology customers increased 5.7% during
the quarter ended December 31, 2009. Biotechnology sales to academic, Pacific
Rim distributors and China grew 4.5%, 13.0% and 21.8%, respectively, during
the second quarter of fiscal 2010 compared to the same prior-year period. A
12.8% decline in sales to industrial pharmaceutical and biotechnology
customers in the first quarter of fiscal 2010 more than offset the second
quarter sales growth. Sales to North American industrial pharmaceutical and
biotechnology customers decreased 4.7% during the six months ended December
31, 2009 as compared to the first six months of fiscal 2009. Biotechnology
sales to academic, Pacific Rim distributors and China grew 4.3%, 9.5% and
25.8%, respectively, in the first six months of fiscal 2010.
R&D Europe net sales increased $1.5 million (8.6%) and $388,000 (1.1%) for
the quarter and six months ended December 31, 2009, respectively, from the
comparable prior-year periods. R&D Europe's net sales decreased 6.6% and 2.8%
for the quarter and six months ended December 31, 2009 when measured at
currency rates in effect in the comparable prior-year periods. The decreased
net sales for the 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 Euro) which had a favorable impact
on consolidated net sales of approximately $1.6 million and $2.7 million,
respectively, for the quarter and six months ended December 31, 2009 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 $1.0 million and unfavorably by $1.3 million for
the quarter and six months ended December 31, 2009, respectively, as a result
of the change in exchange rates used to convert British pound sterling to
U.S. dollars.
Hematology sales increased $65,000 (1.5%) and $487,000 (5.7%) for the quarter
and six months ended December 31, 2009 compared to the same prior-year
periods, as a result of increased sales volume.
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
Biotechnology 80.0% 77.2% 80.5% 79.2%
R&D Europe 53.9% 52.1% 53.7% 55.3%
Hematology 47.0% 43.5% 48.7% 43.9%
Consolidated gross margin 79.7% 78.3% 80.1% 79.8%
Consolidated gross margins, as a percentage of consolidated net sales,
increased from 78.3% and 79.8% for the quarter and six months ended December
31, 2008 to 79.7% and 80.1% for the quarter and six months ended December 31,
2009. The increases were primarily the result of improved margins in the
Biotechnology and Hematology Divisions due to incremental profit on increased
sales volumes.
12
Selling, General and Administrative Expenses
Selling, general and administrative expenses were composed of the following
(in thousands):
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
Biotechnology $ 5,056 $ 5,418 $ 9,790 $ 10,559
R&D Europe 2,159 2,094 4,111 4,377
Hematology 366 398 736 834
Unallocated corporate expenses 1,426 1,793 2,408 2,773
-------- -------- -------- --------
Consolidated selling, general
and administrative expenses $ 9,007 $ 9,703 $ 17,045 $ 18,543
======== ======== ======== ========
Selling, general and administrative expenses for the quarter and six months
ended December 31, 2009 decreased $696,000 (7.2%) and $1.5 million (8.1%),
respectively, from the same prior-year periods. The decrease in selling,
general and administrative expense for the quarter ended December 31, 2009
from the comparable prior-year period resulted mainly from lower stock
compensation expense of $361,000. The decrease in selling, general and
administrative expenses for the six months ended December 31, 2009 from the
comparable prior-year period was due to lower stock compensation expense of
$361,000 and lower profit sharing expense of $725,000. The remainder of the
decrease in selling, general and administrative expenses for the quarter and
six months was due to general cost containment efforts.
Research and Development Expenses
Research and development expenses were composed of the following (in
thousands):
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
Biotechnology $ 6,190 $ 5,643 $ 12,146 $ 11,360
R&D Europe -- -- -- --
Hematology 201 203 399 396
-------- -------- -------- --------
Consolidated research and
development expenses $ 6,391 $ 5,846 $ 12,545 $ 11,756
======== ======== ======== ========
Research and development expenses for the quarter and six months ended
December 31, 2009 increased $545,000 (9.3%) and $789,000 (6.7%),
respectively, from the quarter and six months ended December 31, 2008. 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 $1.0 million and $2.8 million for the quarter and
six months ended December 31, 2009, respectively, from the comparable prior-
year periods, primarily as a result of lower rates of return on cash and
available-for-sale investments.
13
Other Non-operating Expense and Income
Other non-operating expense and income consists mainly of foreign currency
transaction gains and losses, rental income, building expenses related to
rental property, and the Company's share of losses by equity method
investees.
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
Foreign currency (losses) gains ($ 100)($ 6) $ 43 ($ 480)
Rental income 115 131 196 230
Real estate taxes, depreciation
and utilities (530) (551) (1,078) (1,104)
Losses by equity method investees (496) (286) (834) (545)
-------- -------- -------- --------
Consolidated other non-operating
expense ($ 1,011)($ 712)($ 1,673)($ 1,899)
======== ======== ======== =======
Income Taxes
Income taxes for both the quarter and six months ended December 31, 2009 were
provided at rates of 32.6% of consolidated earnings before income taxes, as
compared to 30.8% and 32.3% for the same prior-year periods. The U.S credit
for research and development expired at the end of calendar 2007 and was not
renewed until the quarter ended December 31, 2008, resulting in a lower
effective tax rate for the quarter ended December 31, 2008. Foreign income
taxes have been provided at rates that approximate the tax rates in the
countries in which R&D Europe and R&D China operate. The Company expects its
fiscal 2010 effective income tax rate to range from approximately 32.0% to
33.0%.
Liquidity and Capital Resources
At December 31, 2009, cash and cash equivalents and available-for-sale
investments were $299 million compared to $265 million at June 30, 2009. The
Company believes it can meet its future cash, working capital and capital
addition requirements through currently available funds, cash generated from
operations and maturities or sales of available-for-sale investments. The
Company has an unsecured line of credit of $750,000. The interest rate on
the line of credit is at prime. There were no borrowings on the line in the
prior or current fiscal year.
Cash Flows From Operating Activities
The Company generated cash of $56.3 million from operating activities in the
first six months of fiscal 2010 compared to $53.3 million in the first six
months of fiscal 2009. The increase from the prior year was primarily due to
changes in operating assets and liabilities partially offset by a decrease in
net earnings in the current year of $722,000.
14
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first six months of fiscal 2010
and 2009 were $2.2 million and $2.1 million, respectively. Included in
capital expenditures for the first six months of fiscal 2010 was $960,000
related to remodeling of laboratory space at the Company's Minneapolis
facility. The remaining capital additions in fiscal 2010 and the capital
additions in fiscal 2009 were for laboratory and computer equipment. Capital
expenditures in the remainder of fiscal 2010 are expected to be approximately
$3.7 million and are expected to be financed through currently available
funds and cash generated from operating activities.
During the six months ended December 31, 2009, the Company purchased $12.4
million and had sales or maturities of $13.5 million of available-for-sale
investments. During the six months ended December 31, 2008, the Company
purchased $40.5 million and had sales or maturities of $59.9 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 six months ended December 31, 2009 and 2008, 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 $634,000 and $856,000 was received during the six months ended
December 31, 2009 and 2008, respectively, from the exercise of stock options.
The Company also recognized excess tax benefits from stock option exercises
of $51,000 and $72,000 for the six months ended December 31, 2009 and 2008,
respectively.
During the first six 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 six months of fiscal 2010 and 2009, the Company paid cash
dividends of $19.0 million and $9.5 million, respectively, to all common
shareholders. On February 2, 2010, the Company announced the payment of a
$0.26 per share cash dividend. The dividend of approximately $9.7 million
will be payable February 26, 2010 to all common shareholders of record on
February 12, 2010.
During the first six months of fiscal 2009, the Company purchased and retired
approximately 1.2 million shares of common stock at a market value of $78.3
million.
Contractual Obligations
There were no material changes outside the ordinary course of business in the
Company's contractual obligations during the six months ended December 31,
2009.
15
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 tax audit, 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 December 31, 2009, the Company had an independently managed investment
portfolio of fixed income securities, excluding those classified as cash and
cash equivalents, of $103 million. These securities, like all fixed income
instruments, are subject to interest rate risk and will decline in value if
market interest rates increase. However, because the Company's fixed income
securities are classified as available-for-sale, no gains or losses are
recognized by the Company in its consolidated statements of earnings due to
changes in interest rates unless such securities are sold prior to maturity.
The Company generally holds its fixed income securities until maturity and,
historically, has not recorded any material gains or losses on any sale prior
to maturity.
The Company operates internationally, and thus is subject to potentially
adverse movements in foreign currency rate changes. Approximately 30% of
consolidated net sales are made in foreign currencies including 16% in euro,
7% in British pound sterling, 3% in Chinese yuan and the remaining 4% in
other European currencies. As a result, the Company is exposed to market risk
mainly from foreign exchange rate fluctuations of the euro, British pound
sterling and the Chinese yuan as compared to the U.S. dollar as the financial
position and operating results of the Company's foreign operations are
translated into U.S. dollars for consolidation.
16
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 SIX MONTHS ENDED
------------------ ------------------
12/31/09 12/31/08 12/31/09 12/31/08
-------- -------- -------- --------
British pound sterling $ 1.63 $ 1.54 $ 1.63 $ 1.70
Euro 1.47 1.31 1.45 1.40
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
December 31, 2009, the Company had the following trade receivable and
intercompany payables denominated in one currency but receivable or payable
in another currency (in thousands):
DENOMINATED U.S. DOLLAR
CURRENCY EQUIVALENT
----------- -----------
Accounts receivable in:
Euros 398 Br. pounds $ 644
Other European currencies 569 Br. pounds $ 919
Intercompany payable in:
Euros 233 Br. pounds $ 377
U.S. dollars 2,833 Br. pounds $ 4,578
U.S. dollars 4,217 yuan $ 605
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 December 31, 2009 levels against the euro, British pound sterling
and Chinese yuan are as follows (in thousands):
HYPOTHETICAL
EFFECT
INCREASE/(DECREASE)
-------------------
Translation of earnings into U.S. dollars (annualized) ($2,150)
Transaction losses 471
Translation of net assets of foreign subsidiaries (13,056)
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 December 31, 2009:
Maximum
Total Number of Approximate Dollar
Total Shares Purchased Value of Shares
Number of Average as Part of that May Yet Be
Shares Price Paid Publicly Announced Purchased Under the
Purchased Per Share Plans or Programs Plans or Programs
--------- ---------- ------------------ -------------------
10/1/09-10/31/09 0 $ -- 0 $67.5 million
11/1/09-11/30/09 0 $ -- 0 $67.5 million
12/1/09-12/31/09 0 $ -- 0 $67.5 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 4 - SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS
Information relating to the Company's Annual Meeting of Shareholders, held on
October 29, 2009 is contained in the Company's Form 10-Q for the quarter
ended September 30, 2009, which is incorporated herein by reference.
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: February 8, 2010 /s/ Thomas E. Oland
----------------------------------
President, Chief Executive Officer
Date: February 8, 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
24