SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006, 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 is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Securities Exchange Act.
Large accelerated filer (X) Accelerated filer ( ) Non-accelerated filer ( )
Indicate by check mark whether the Registrant is a shell company (as defined
in Exchange Act Rule 12b-2). ( ) Yes (X) No
At November 3, 2006, 39,376,782 shares of the Company's Common Stock (par
value $.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
SEPTEMBER 30, 2006
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of September
30, 2006 and June 30, 2006 3
Condensed Consolidated Statements of Earnings for the
Quarters Ended September 30, 2006 and 2005 4
Condensed Consolidated Statements of Cash Flows for the
Three Months Ended September 30, 2006 and 2005 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 15
ITEM 4. CONTROLS AND PROCEDURES 16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 16
ITEN 1A. RISK FACTORS 16
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
PROCEEDS 17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS 17
ITEM 5. OTHER INFORMATION 18
ITEM 6. EXHIBITS 18
SIGNATURES 18
2
PART I. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
9/30/06 6/30/06
-------- --------
ASSETS
Cash and cash equivalents $ 97,827 $ 89,634
Short-term available-for-sale investments 22,704 19,212
Trade accounts receivable, net 24,466 23,769
Other receivables 1,218 1,309
Inventories 8,982 9,024
Deferred income taxes 6,436 6,121
Prepaid expenses 850 753
-------- --------
Total current assets 162,483 149,822
Available-for-sale investments 76,596 77,660
Property and equipment, net 89,418 88,772
Goodwill, net 25,308 25,308
Intangible assets, net 6,310 6,713
Deferred income taxes 4,420 4,638
Investments 24,305 17,195
Other assets 365 404
-------- --------
$389,205 $370,512
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 3,607 $ 3,627
Salaries, wages and related accruals 2,909 5,148
Other accounts payable and accrued expenses 2,207 1,833
Income taxes payable 5,650 6,129
Current portion of long-term debt (Note G) 13,135 1,229
-------- --------
Total current liabilities 27,508 17,966
Long-term debt, less current portion -- 12,198
-------- --------
Total liabilities 27,508 30,164
-------- --------
Commitments and contingencies
Common stock, par value $.01 per share;
authorized 100,000,000; issued and outstanding
39,380,782 and 39,376,782, respectively 394 394
Additional paid-in capital 102,276 101,941
Retained earnings 251,960 232,328
Accumulated other comprehensive income 7,067 5,685
-------- --------
Total stockholders' equity 361,697 340,348
-------- --------
$389,205 $370,512
======== ========
See notes to condensed consolidated financial statements.
3
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share data)
(unaudited)
QUARTER ENDED
-----------------
9/30/06 9/30/05
-------- --------
Net sales $52,351 $47,709
Cost of sales 11,237 11,096
-------- --------
Gross margin 41,114 36,613
-------- --------
Operating expenses:
Selling, general and administrative 7,067 6,454
Research and development 4,855 4,717
Amortization of intangible assets 403 492
-------- --------
Total operating expenses 12,325 11,663
-------- --------
Operating income 28,789 24,950
-------- --------
Other expense (income):
Interest expense 268 223
Interest income (1,676) (974)
Other, net 485 211
-------- --------
Total other income (923) (540)
-------- --------
Earnings before income taxes 29,712 25,490
Income taxes 10,081 8,489
-------- --------
Net earnings $ 19,631 $ 17,001
======== ========
Earnings per share:
Basic $ 0.50 $ 0.44
Diluted $ 0.50 $ 0.43
Weighted average common shares outstanding:
Basic 39,379 38,754
Diluted 39,469 39,669
See notes to condensed consolidated financial statements.
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
QUARTER ENDED
------------------
9/30/06 9/30/05
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 19,631 $ 17,001
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 1,665 1,723
Deferred income taxes (95) (275)
Stock-based compensation expense 165 270
Excess tax benefit from stock option
exercises (24) (1,210)
Losses by equity method investee 127 82
Other 2 52
Change in operating assets and operating
liabilities, net of acquisitions:
Trade accounts and other receivables (443) 61
Inventories (132) 84
Prepaid expenses (94) (16)
Trade, other accounts payable and
accrued expenses 88 523
Salaries, wages and related accruals (1,019) (1,029)
Income taxes payable (484) 238
-------- --------
Net cash provided by operating activities 19,387 17,504
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (1,899) (752)
Purchase of available-for-sale investments (4,275) (16,265)
Proceeds from sales of available-for-sale
investments 1,234 6,520
Proceeds from maturities of available-for-sale
Investments 1,320 2,940
Increase in investments (7,200) --
Acquisitions, net of cash acquired -- (19,587)
-------- --------
Net cash used in investing activities (10,820) (27,144)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 146 7,032
Excess tax benefit from stock option exercises 24 1,210
Purchase of common stock for stock bonus plans (1,222) (1,292)
Payments on long-term debt (292) (300)
-------- --------
Net cash (used in) provided by
financing activities (1,344) 6,650
-------- --------
Effect of exchange rate changes on cash 970 (838)
-------- --------
Net increase in cash and cash equivalents 8,193 (3,828)
Cash and cash equivalents at beginning of period 89,634 80,344
-------- --------
Cash and cash equivalents at end of period $ 97,827 $ 76,516
======== ========
See notes to condensed consolidated financial statements.
5
TECHNE CORPORATION & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
A. BASIS OF PRESENTATION:
The 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 unaudited condensed consolidated financial statements reflect
all adjustments which are, in the opinion of management, necessary to 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 2006. 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 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, 2006 included in the Company's Annual Report to Shareholders for
fiscal 2006.
Recent Accounting Pronouncements:
In May 2005, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and
Error Corrections. The Statement replaces APB Opinion No. 20, Accounting
Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
Statements. SFAS No. 154 requires companies to apply voluntary changes in
accounting principles retrospectively whenever practicable. The requirement
is effective for the Company beginning in fiscal 2007. Adoption of the
Statement did not have an impact on the Company's prior consolidated
financial statements as it is prospective in nature.
In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.
FIN 48 requires disclosures of additional quantitative and qualitative
information regarding uncertain tax positions taken for tax-return purposes
that have not been recognized for financial reporting, along with analysis of
significant changes during each period. The Interpretation is effective for
the Company in fiscal 2008. The Company is currently evaluating the
provisions of FIN 48, but it is not expected to have a material impact on the
Company's consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The
Statement establishes a single authoritative definition of fair value, sets
out a framework for measuring fair value, and requires additional disclosures
about fair value measurements. SFAS No. 157 applies only to fair value
measurements that are already required or permitted by other accounting
standards and is effective for the Company in fiscal 2009. The Company is
currently evaluating the impact of adopting SFAS No. 157, but it is not
expected to have a material impact on the Company's consolidated financial
statements.
In September 2006, the Securities and Exchange Commission released Staff
Accounting Bulletin 108 (SAB 108). SAB 108 provides interpretative guidance
on how the effects of the carryover or reversal of prior year misstatements
should be considered in quantifying a current year misstatement. SAB 108 is
effective for the Company for fiscal year 2007. The Company is currently
evaluating the impact of adopting SAB 108, but it is not expected to have a
material impact on the Company's consolidated financial statements.
6
Certain consolidated balance sheet captions appearing in this interim report
are as follows (in thousands):
9/30/06 6/30/06
-------- --------
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable $ 24,588 $ 23,889
Less allowance for doubtful accounts 122 120
-------- --------
NET TRADE ACCOUNTS RECEIVABLE $ 24,466 $ 23,769
======== ========
INVENTORIES
Raw materials $ 3,703 $ 3,561
Supplies 127 119
Finished goods 5,152 5,344
-------- --------
TOTAL INVENTORIES $ 8,982 $ 9,024
======== ========
PROPERTY AND EQUIPMENT
Land $ 4,214 $ 4,214
Buildings and improvements 88,237 88,399
Building construction in progress 11,538 9,965
Laboratory equipment 19,727 19,473
Office equipment 3,923 3,711
Leasehold improvements 853 843
-------- --------
128,492 126,605
Less accumulated depreciation and amortization 39,074 37,833
-------- --------
NET PROPERTY AND EQUIPMENT $ 89,418 $ 88,772
======== ========
GOODWILL $ 51,614 $ 51,614
Less accumulated amortization 26,306 26,306
-------- --------
NET GOODWILL $ 25,308 $ 25,308
======== ========
INTANGIBLE ASSETS
Customer relationships $ 20,200 $ 20,200
Technology 4,213 4,213
Trade names and trademarks 1,396 1,396
Supplier relationships 14 14
-------- --------
25,823 25,823
Less accumulated amortization 19,513 19,110
-------- --------
NET INTANGIBLE ASSETS $ 6,310 $ 6,713
======== ========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments $ 7,327 $ 6,521
Unrealized losses on available-for-sale investments (260) (836)
-------- --------
TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME $ 7,067 $ 5,685
======== ========
7
B. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED
-----------------
9/30/06 9/30/05
-------- --------
Weighted average common shares outstanding-basic 39,379 38,754
Dilutive effect of forward contract -- 489
Dilutive effect of stock options and warrants 90 426
-------- --------
Weighted average common shares outstanding-diluted 39,469 39,669
======== ========
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 37,000 and 78,000 for the quarters
ended September 30, 2006 and 2005, respectively.
The forward contract in the above table refers to the accelerated stock
buyback ("ASB") transaction settled in December 2005. In March 2005, the
Company repurchased approximately 2.9 million shares of its common stock
under an accelerated stock buyback ("ASB") transaction for an initial value
of approximately $100 million ($34.45 per share). The transaction was
completed under a privately negotiated contract with an investment bank. The
investment bank borrowed the 2.9 million shares to complete the transaction
and purchased the replacement shares in the open market over a nine-month
period beginning in March 2005. The ASB agreement was subject to a market
price adjustment provision based upon the volume weighted average price
during the nine-month period. The Company had the option to settle the ASB
agreement in cash or shares of the Company's common stock (forward contract)
and, accordingly the contract was classified as equity. The ASB agreement was
settled in December 2005 for a cash payment of $26.0 million, which resulted
in a total price paid per share of approximately $44.67.
C. SEGMENT INFORMATION:
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Systems Europe and
hematology. The biotechnology segment consists of R&D Systems' Biotechnology
Division, Fortron Bio Science, Inc. and BiosPacific, Inc., which develop,
manufacture and sell biotechnology research and diagnostic products world-
wide. R&D Systems 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
-----------------
9/30/06 9/30/05
-------- --------
External sales
Biotechnology $ 35,922 $ 32,300
R&D Systems Europe 12,927 11,875
Hematology 3,502 3,534
-------- --------
Total external sales 52,351 47,709
Intersegment sales - Biotechnology 5,699 5,299
-------- --------
Total sales 58,050 53,008
Less intersegment sales (5,699) (5,299)
-------- --------
Total consolidated net sales $52,351 $47,709
======== ========
8
QUARTER ENDED
-----------------
9/30/06 9/30/05
-------- --------
Earnings before income taxes
Biotechnology $ 24,468 $ 20,758
R&D Systems Europe 5,350 4,800
Hematology 907 897
Corporate and other (1,013) (965)
-------- --------
Total earnings before income taxes $ 29,712 $ 25,490
======== ========
D. STOCK OPTIONS:
Option activity under the Company's stock option plans during the three
months ended September 30, 2006 were as follows:
WEIGHTED WEIGHTED
AVG. AVG. AGGREGATE
SHARES EXERCISE CONTRACTUAL INTRINSIC
(in 000's) PRICE LIFE (Yrs.) VALUE
---------- -------- ----------- ---------
Outstanding at June 30, 2006 421 $38.89
Granted 3 49.43
Exercised (4) 36.50
Forfeited or expired -- --
------ ------
Outstanding at September 30, 2006 420 38.99 4.58 $5.2 million
====== ======
Exercisable at September 30, 2006 381 $38.50 4.33 $4.9 million
====== ======
The fair value of options granted under the Company's stock option plans were
estimated on the date of grant using the Black-Scholes option-pricing model
with the following assumptions used:
QUARTER ENDED
-------------------
9/30/06 9/30/05
-------- --------
Dividend yield -- --
Expected annualized volatility 31%-35% 37%-53%
Risk free interest rate 4.9%-5.1% 4.0%-4.1%
Expected life 4-5 years 4-6 years
Weighted average fair value
of options granted $18.29 $25.22
The Company has not paid cash dividends and does not have any plans to do so,
therefore an expected dividend yield of zero was used to estimate fair value
of options granted. The expected annualized volatility is based on the
Company's historical stock price over a period equivalent to the expected
life of the option granted. The risk-free interest rate is based on U.S.
Treasury constant maturity interest rate with a term consistent with the
expected life of the options granted. Separate groups of employees that have
similar historical exercise behavior with regard to option exercise timing
and forfeiture rates are considered separately in determining option fair
value.
The total intrinsic value of options exercised during the quarters ended
September 30, 2006 and 2005 were $55,000 and $5.2 million, respectively.
Stock option exercises are satisfied through the issuance of new shares. The
total fair value of options vested during the quarters ended September 30,
2006 and 2005 were $57,000 and $58,000, respectively.
9
Stock-based compensation cost of $165,000 and $270,000 was included in
selling, general and administrative expense for the quarters ended September
30, 2006 and 2005, respectively. Compensation cost is recognized using a
straight-line method over the vesting period and is net of estimated
forfeitures. As of September 30, 2006, there was $259,000 of total
unrecognized compensation cost related to nonvested stock options which will
be expensed over fiscal years 2007 through 2009.
E. COMPREHENSIVE INCOME:
Comprehensive income and the components of other comprehensive income (loss)
were as follows (in thousands):
QUARTER ENDED
-----------------
9/30/06 9/30/05
-------- --------
Net earnings $ 19,631 $ 17,001
Other comprehensive gain (loss),
net of tax effect:
Foreign currency translation adjustments 806 (889)
Unrealized gain (loss) on available-
for-sale investments 576 (76)
-------- --------
Comprehensive income $ 21,013 $ 16,036
======== ========
F. INVESTMENTS:
In September 2006, the Company invested $7.2 million for an 18% equity
interest in Nephromics, LLC. Nephromics has licensed technology related to
the diagnosis of preeclampsia and has sub-licensed the technology to several
major diagnostic companies for the development of diagnostic assays.
G. SUBSEQUENT EVENT:
On October 31, 2006, the Company paid off its mortgage debt. The total
payment of $13.8 million included the mortgage principle balance, accrued
interest and a 5% prepayment penalty of $652,000. As a result of the
payment, the mortgage was included in current liabilities as of September 30,
2006.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations for the Quarter Ended September 30, 2006
and the Quarter Ended September 30, 2005
Overview
TECHNE Corporation (the Company) has two operating subsidiaries: Research and
Diagnostic Systems, Inc. (R&D Systems) and R&D Systems Europe Ltd. (R&D
Europe). R&D Systems, located in Minneapolis, Minnesota, has two divisions:
its Biotechnology Division and its Hematology Division. The Biotechnology
Division develops and manufactures purified cytokines (proteins), antibodies
and assay kits which are sold to biomedical researchers and clinical research
laboratories. The Hematology Division develops and manufactures whole blood
hematology controls and calibrators which are sold to hospitals and clinical
laboratories to check the performance of hematology instruments to assure the
accuracy of hematology test results. R&D Systems has two subsidiaries:
Fortron Bio Science, Inc., (Fortron) a developer and manufacturer of
monoclonal and polyclonal antibodies, antigens and other biological reagents,
located in Minneapolis and BiosPacific, Inc., (BiosPacific) a worldwide
supplier of biologics to manufacturers of in vitro diagnostic systems (IVDs)
and immunodiagnostic kits, located in Emeryville, California. R&D Europe,
located in Abingdon, England, is the European distributor of R&D Systems'
biotechnology products. R&D Europe has a sales subsidiary, R&D Systems GmbH,
in Germany and a sales office in France.
10
Overall Results
Consolidated net earnings increased 15.5% for the quarter ended September 30,
2006 compared to the quarter ended September 30, 2005. The primary reason for
the increase was increased net sales and gross margins. Consolidated net
sales for the quarter ended September 30, 2006 increased 9.7% from the same
period in the prior year. The favorable impact on consolidated net sales of
the change from the prior year in exchange rates used to convert R&D Europe
results from British pound sterling to U.S. dollars was $734,000 for the
quarter ended September 30, 2006. The favorable impact on consolidated net
earnings of the change in exchange rates was $206,000 for the quarter ended
September 30, 2006. The Company generated cash of $19.4 million from
operating activities in the first three months of fiscal 2007 and cash, cash
equivalents and available-for-sale investments were $197.1 million at
September 30, 2006 compared to $186.5 million at June 30, 2006.
Net Sales
Consolidated net sales for the quarter ended September 30, 2006 were $52.4
million, an increase of $4.6 million (9.7%) from the quarter ended September
30, 2005. Biotechnology net sales increased $3.6 million (11.2%) for the
quarter ended September 30, 2006, mainly as a result of $2.6 million
increased U.S. retail sales volume. Sales for the quarter to
pharmaceutical/biotechnology customers and academic customers, the two
largest segments of the U.S. market, showed the greatest revenue growth over
the prior year. Approximately $700,000 of the increase in biotechnology net
sales for the quarter ended September 30, 2006 was the result of price
increases.
R&D Europe net sales increased $1.0 million (8.9%) for the quarter ended
September 30, 2006 from the quarter ended September 30, 2005. The effect of
changes from the prior year in foreign currency exchange rates used to
convert British pounds to U.S. dollars increased R&D Europe net sales
approximately $734,000 for the quarter ended September 30, 2006. In British
pounds, R&D Europe net sales increased 2.7% for the quarter ended September
30, 2006, mainly as a result of increased sales volume.
Hematology net sales decreased $32,000 (.9%) for the quarter ended September
30, 2006 compared to the same prior-year period.
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED
-----------------
9/30/06 9/30/05
-------- --------
Biotechnology 79.6% 77.5%
R&D Systems Europe 52.2% 50.8%
Hematology 40.1% 40.4%
Consolidated gross margin 78.5% 76.7%
Biotechnology gross margins as a percentage of sales for the quarter ended
September 30, 2006 of 79.6% increased from the prior year mainly as a result
of changes in product mix. Biotechnology gross margins were also affected by
purchase accounting related to inventory on hand at the acquisition date of
Fortron and BiosPacific in fiscal 2006. Included in cost of sales for the
quarters ended September 30, 2006 and 2005 were $291,000 and $575,000,
respectively related to inventory purchase accounting.
11
R&D Europe's gross margin percentages for the quarter ended September 30,
2006 were greater than the comparable prior-year period as a result of
favorable exchange rates.
The Company values its manufactured protein and antibody inventory based on a
two-year forecast. Quantities in excess of the two-year forecast are
considered impaired and not included in the inventory value. Sales of
previously impaired protein and antibody inventory for the quarters ended
September 30, 2006 and 2005 were not material.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the quarter ended September
30, 2006, increased $613,000 (9.5%) from the same period of last year.
Selling, general and administrative expenses are composed of the following
(in thousands):
QUARTER ENDED
-----------------
9/30/06 9/30/05
-------- --------
Biotechnology $ 4,013 $ 3,639
R&D Europe 2,020 1,782
Hematology 398 384
Corporate 636 649
-------- --------
Total selling, general and
administrative expenses $ 7,067 $ 6,454
======== ========
Biotechnology selling, general and administrative expenses increased
approximately $374,000 (10.3%) for the quarter ended September 30, 2006,
mainly due to a $185,000 increase in wages and benefits as a result of
additional sales, marketing and administrative personnel added since the
prior year and a $116,000 increase in profit sharing accrual from the prior
year.
Research and Development Expenses
Research and development expenses are composed of the following (in
thousands):
QUARTER ENDED
-----------------
9/30/06 9/30/05
-------- --------
Biotechnology $ 4,675 $ 4,532
Hematology 180 185
-------- --------
Total research and development expenses $ 4,855 $ 4,717
======== ========
Other Non-operating Expense and Income
Other non-operating expense and income consists mainly of foreign currency
transaction losses, rental income, building expenses related to rental
property, and the Company's share of losses by Hemerus Medical, LLC
(Hemerus).
QUARTER ENDED
-----------------
9/30/06 9/30/05
-------- --------
Foreign currency losses $ 147 $ 28
Rental income (299) (342)
Real estate taxes, depreciation and utilities 510 443
Hemerus Medical, LLC losses 127 82
-------- --------
Total other non-operating expense (income) $ 485 $ 211
======== ========
12
Through February 2006, the Company had a 10% equity interest in Hemerus. On
March 1, 2006, the Company invested an additional $750,000, increasing its
ownership to 15%. At September 30, 2006, the Company's net investment in
Hemerus was $2.8 million. The Company accounts for its investment in Hemerus
using the equity method of accounting as Hemerus is a limited liability
corporation. The Company has financial exposure to the losses of Hemerus to
the extent of its net investment in the company. Hemerus' success is
dependent, in part, upon its ability to raise financing and to receiving
Federal Drug Administration (FDA) clearance to market its products. If such
financing or FDA clearance is not received, the Company would potentially
recognize an impairment loss to the extent of its remaining net investment.
In September 2006, the Company invested $7.2 million for an 18% equity
interest in Nephromics, LLC (Nephromics). The Company accounts for its
investment in Nephromics using the equity method of accounting as Nephromics
is a limited liability corporation. At September 30, 2006, the Company's net
investment in Nephromics was $7.2 million. The Company has financial exposure
to any losses of Nephromics to the extent of its net investment in the
company.
Income Taxes
Income taxes for the quarters ended September 30, 2006 and 2005 were provided
at rates of approximately 33.9% and 33.3%, respectively, of consolidated
earnings before income taxes. U.S. federal taxes have been reduced by the
credit for research and development expenditures through December 2005, the
benefit for extraterritorial income and the manufacturer's deduction provided
for under the American Jobs Creation Act of 2004. Foreign income taxes have
been provided at rates which approximate the tax rates in the countries in
which R&D Europe operates. Without significant business developments, the
Company expects income tax rates for the remainder of fiscal 2007 to range
from 34% to 35%.
Liquidity and Capital Resources
At September 30, 2006, cash and cash equivalents and available-for-sale
investments were $197.1 million compared to $186.5 million at June 30, 2006.
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 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 $19.4 million from operating activities in the
first three months of fiscal 2007 compared to $17.5 million in the first
three months of fiscal 2006. The increase from the prior year was mainly the
result of increased net earnings in the current year of $2.6 million.
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first three months of fiscal
2007 and 2006 were $1.9 million and $752,000, respectively. Included in
capital expenditures for the first three months of fiscal 2007 were $1.6
million for building renovation and construction. The remaining capital
additions in the first three months of fiscal 2007 and 2006 were for
laboratory and computer equipment. Remaining expenditures in fiscal 2007 for
laboratory and computer equipment are expected to be approximately $4.5
million. The Company is currently constructing additional laboratory space
at its Minneapolis facility. The remaining construction cost is estimated at
$6.3 million and is expected to be complete in the fourth quarter of fiscal
2007. These expenditures are expected to be financed through currently
available funds and cash generated from operating activities.
13
During the three months ended September 30, 2006, the Company purchased $4.3
million and had sales or maturities of $2.6 million of available-for-sale
investments. During the three months ended September 30, 2005, the Company
purchased $16.3 million and had sales or maturities of $9.5 million of
available-for-sale investment. The Company's investment policy is to place
excess cash in bonds and other investments with maturities of less than three
years. The objective of this policy is to obtain the highest possible return
with minimal risk, while keeping the funds accessible.
In September 2006, the Company invested $7.2 million for an 18% equity
interest in Nephromics, LLC. Nephromics has licensed technology related to
the diagnosis of preeclampsia and has sub-licensed the technology to several
major diagnostic companies for the development of diagnostic assays. The
investment was financed through cash and equivalents on hand.
The Company acquired Fortron and BiosPacific effective July 1, 2005 for an
aggregate purchase price of $20 million. Cash acquired in the transactions
was $413,000. The net acquisition cost of $19.6 million was financed through
cash and equivalents on hand at July 1, 2005.
Cash Flows From Financing Activities
Cash of $146,000 and $7.0 million was received during the three months ended
September 30, 2006 and 2005, respectively, for the exercise of stock options
for 4,000 and 234,000 shares of common stock. The Company also recognized
excess tax benefits from stock option exercises of $24,000 and $1.2 million
for the three months ended September 30, 2006 and 2005, respectively.
In the first three months of fiscal 2007 and 2006, the Company purchased
22,400 shares and 22,541 shares of common stock, respectively, for its
employee Stock Bonus Plans at a cost of $1.2 million and $1.3 million,
respectively.
Subsequent to September 30, 2006, the Company paid off its mortgage debt.
The total payment of $13.8 million included the mortgage principle balance,
accrued interest and a 5% prepayment penalty of $652,000. Cash and
equivalents on hand were used to settle the debt.
The Company has never paid cash dividends and has no plans to do so in fiscal
2007.
Critical Accounting Policies
The Company's significant accounting policies are discussed in the Company's
Annual Report on Form 10-K for fiscal 2006. The application of certain of
these policies require judgments and estimates that can affect the results of
operations and financial position of the Company. Judgements and estimates
are used for, but not limited to, accounting for the allowance for doubtful
accounts, inventory valuation and allowances, impairment of goodwill,
intangibles and other long-lived assets, accounting for investments and
income taxes. There have been no changes in estimates in fiscal 2007 which
would require disclosure. There have been no changes to the Company's
policies in fiscal 2007.
Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and
Error Corrections. The Statement replaces APB Opinion No. 20, Accounting
Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
Statements. SFAS No. 154 requires companies to apply voluntary changes in
accounting principles retrospectively whenever practicable. The requirement
is effective for the Company beginning in fiscal 2007. Adoption of the
Statement did not have an impact on the Company's prior consolidated
financial statements as it is prospective in nature.
14
In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.
FIN 48 requires disclosures of additional quantitative and qualitative
information regarding uncertain tax positions taken for tax-return purposes
that have not been recognized for financial reporting, along with analysis of
significant changes during each period. The Interpretation is effective for
the Company in fiscal 2008. The Company is currently evaluating the
provisions of FIN 48, but it is not expected to have a material impact on the
Company's consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The
Statement establishes a single authoritative definition of fair value, sets
out a framework for measuring fair value, and requires additional disclosures
about fair value measurements. SFAS No. 157 applies only to fair value
measurements that are already required or permitted by other accounting
standards and is effective for the Company in fiscal 2009. The Company is
currently evaluating the impact of adopting SFAS No. 157, but it is not
expected to have a material impact on the Company's consolidated financial
statements.
In September 2006, the Securities and Exchange Commission released Staff
Accounting Bulletin 108 (SAB 108). SAB 108 provides interpretative guidance
on how the effects of the carryover or reversal of prior year misstatements
should be considered in quantifying a current year misstatement. SAB 108 is
effective for the Company for fiscal year 2007. The Company is currently
evaluating the impact of adopting SAB 108, but it is not expected to have a
material impact on the Company's consolidated financial statements.
Forward Looking Information and Cautionary Statements
This filing contains forward-looking statements within the meaning of the
Private Litigation Reform Act. These statements, including the Company's
expectations as to compensation expense resulting from stock option
expensing, the effective tax rate and capital equipment expenditures, involve
risks and uncertainties which 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, 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, 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 as filed with the
Securities and Exchange Commission.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At September 30, 2006, the Company had a professionally managed investment
portfolio of fixed income securities, excluding those classified as cash and
cash equivalents, of $99.0 million. These securities, like all fixed income
instruments, are subject to interest rate risk and will decline in value if
market interest rates increase.
The Company operates internationally, and thus is subject to potentially
adverse movements in foreign currency rate changes. The Company is exposed to
market risk from foreign exchange rate fluctuations of the euro and the
British pound to the U.S. dollar as the financial position and operating
results of the Company's U.K. subsidiary and European operations are
translated into U.S. dollars for consolidation. At the current level of R&D
Europe operating results, a 10% increase or decrease in the average exchange
rate used to translate operating results into U.S. dollars would have an
approximate $1.5 million effect on consolidated operating income annually.
15
The Company's exposure to foreign exchange rate fluctuations also arises from
transferring funds from the U.K. subsidiary to the U.S. subsidiary and from
transferring funds from the German subsidiary and French sales office to the
U.K. subsidiary. At September 30, 2006 and 2005, the Company had $540,000 and
$352,000, respectively, of dollar denominated intercompany debt at its U.K.
subsidiary. At September 30, 2006 and 2005, the U.K. subsidiary had $345,000
and $495,000, respectively, of dollar denominated intercompany debt from its
European operations. These intercompany balances are revolving in nature and
are not deemed to be long-term balances. The Company's U.K. subsidiary
recognized net foreign currency losses of 78,000 British pounds ($147,000) and
15,000 British pounds ($28,000) for the quarters ended September 30, 2006 and
2005, respectively. The Company does not enter into foreign exchange forward
contracts to reduce its exposure to foreign currency rate changes on
intercompany foreign currency denominated balance sheet positions.
As of September 30, 2006, the Company's long-term debt of $13.1 million
consisted of a mortgage note payable with a floating interest rate at the
one-month LIBOR rate plus 2.5% with a floor of 4%. The floating interest
rate on the mortgage note payable was 7.8% as of September 30, 2006. On
October 31, 2006, the Company paid off its mortgage debt.
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 (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 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 changes in
the Company's internal control over financial reporting 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
See Item 3 of the Registrant's Annual Report of Form 10-K for the fiscal year
ended June 30, 2006.
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, 2006.
16
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth the repurchases of Company common stock for
the quarter ended September 30, 2006:
Total Number of Maximum Approximate
Shares Purchased as Dollar Value of
Total Number Average Part of Publicly Shares that May Yet
of Shares Price Paid Announced Plans Be Purchased Under
Period Purchased Per Share or Programs the Plans or Programs
----------- ------------ ---------- ------------------- ---------------------
7/1/06 -
7/31/06 0 -- 0 $6.8 million
8/1/06 -
8/31/06 0 -- 0 $6.8 million
9/1/06 -
9/30/06 22,440 $50.07 0 $6.8 million
In May 1995, the Company announced a plan to purchase and retire its common
stock. Repurchases of $40 million were authorized as follows: May 1995 - $5
million; April 1997 - $5 million; January 2001 - $10 million; October 2002 -
$20 million. The plan does not have an expiration date.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS
a. The Annual Meeting of the Registrant's shareholders was held on
Thursday, October 26, 2006.
b. A proposal to set the number of directors at seven was adopted by a
vote of 36,642,683 in favor with 105,982 shares against, and 20,137
shares abstaining. No shares represented broker nonvotes.
c. Proxies for the Annual Meeting were solicited pursuant to Regulation
14A under the Securities Exchange Act of 1934. There was no
solicitation in opposition to management's nominees as listed in the
Proxy Statement, and all such nominees were elected as follows:
Nominee For Withheld
------- --- --------
Thomas E. Oland 36,243,405 525,368
Roger C. Lucas 34,628,305 2,140,468
Howard V. O'Connell 35,217,519 1,551,254
G. Arthur Herbert 36,006,081 762,692
Randolph C. Steer 35,997,656 771,117
Robert V. Baumgartner 36,019,356 749,417
Charles A. Dinarello 36,635,006 133,767
17
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
See exhibit index following.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TECHNE CORPORATION
(Company)
Date: November 8, 2006 /s/ Thomas E. Oland
----------------------------------
President, Chief Executive Officer
November 8, 2006 /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