SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 (I.R.S. Employer
of incorporation or organization) Identification No.)
614 MCKINLEY PLACE N.E. (612) 379-8854
MINNEAPOLIS, MN 55413 (Registrant's telephone number,
(Address of principal 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 May 3, 2006, 39,372,384 shares of the Company's Common Stock (par value
$.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
MARCH 31, 2006
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of March
31, 2006 and June 30, 2005 3
Condensed Consolidated Statements of Earnings for the
Quarter and Nine Months Ended March 31, 2006 and 2005 4
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended March 31, 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 12
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 19
ITEM 4. CONTROLS AND PROCEDURES 20
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 20
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND
USE OF PROCEEDS 20
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS 21
ITEM 5. OTHER INFORMATION 21
ITEM 6. EXHIBITS 21
SIGNATURES 21
2
PART I. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
3/31/06 6/30/05
-------- --------
ASSETS
Cash and cash equivalents $ 83,596 $ 80,344
Short-term available-for-sale investments 16,166 16,790
Trade accounts receivable, net 26,024 22,041
Other receivables 911 1,681
Inventories 9,605 7,758
Deferred income taxes 5,897 5,467
Prepaid expenses 901 900
-------- --------
Total current assets 143,100 134,981
Available-for-sale investments 64,540 41,871
Property and equipment, net 88,203 89,036
Goodwill, net 25,316 12,540
Intangible assets, net 7,205 1,598
Deferred income taxes 5,035 6,524
Investments 8,281 8,096
Other long-term assets 442 617
-------- --------
$342,122 $295,263
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 3,402 $ 2,715
Salaries, wages and related accruals 3,980 4,895
Other accounts payable and accrued expenses 1,729 1,360
Income taxes payable 2,922 3,808
Current portion of long-term debt 1,229 1,238
-------- --------
Total current liabilities 13,262 14,016
Long-term debt, less current portion 12,490 13,378
-------- --------
Total liabilities 25,752 27,394
-------- --------
Commitments and contingencies
Common stock, par value $.01 per share;
authorized 100,000,000; issued and outstanding
39,368,701 and 38,636,658, respectively 394 386
Additional paid-in capital 101,516 78,804
Retained earnings 212,930 185,049
Accumulated other comprehensive income 1,530 3,630
-------- --------
Total stockholders' equity 316,370 267,869
-------- --------
$342,122 $295,263
======== ========
See notes to condensed consolidated financial statements (unaudited).
3
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
(in thousands, except per share data)
(unaudited)
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
Net sales $ 54,813 $ 47,935 $150,551 $131,101
Cost of sales 12,105 9,138 33,896 26,966
-------- -------- -------- --------
Gross margin 42,708 38,797 116,655 104,135
-------- -------- -------- --------
Operating expenses:
Selling, general and administrative 6,901 6,379 21,335 18,303
Research and development 4,761 4,631 14,052 13,938
Amortization of intangible assets 492 305 1,476 916
-------- -------- -------- --------
Total operating expenses 12,154 11,315 36,863 33,157
-------- -------- -------- --------
Operating income 30,554 27,482 79,792 70,978
-------- -------- -------- --------
Other expense (income):
Interest expense 245 193 706 616
Interest income (1,082) (938) (3,186) (3,180)
Other, net 229 323 721 1,205
-------- -------- -------- --------
Total other income (608) (422) (1,759) (1,359)
-------- -------- -------- --------
Earnings before income taxes 31,162 27,904 81,551 72,337
Income taxes 10,815 9,465 27,689 24,772
-------- -------- -------- --------
Net earnings $ 20,347 $ 18,439 $ 53,862 $ 47,565
======== ======== ======== ========
Earnings per share:
Basic $ 0.52 $ 0.46 $ 1.38 $ 1.16
Diluted $ 0.52 $ 0.45 $ 1.36 $ 1.15
Weighted average common
shares outstanding:
Basic 39,199 40,423 38,941 40,961
Diluted 39,425 40,896 39,631 41,423
See notes to condensed consolidated financial statements (unaudited).
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
NINE MONTHS ENDED
------------------
3/31/06 3/31/05
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 53,862 $ 47,565
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 5,168 4,551
Deferred income taxes (1,120) 374
Stock-based compensation expense 1,516 --
Losses by equity method investee 247 232
Other 175 128
Change in operating assets and operating
liabilities, net of acquisitions:
Trade accounts and other receivables (4,431) (1,573)
Inventories 438 (718)
Prepaid expenses 4 51
Trade, other accounts payable and
accrued expenses (17) 1,208
Salaries, wages and related accruals 407 1,711
Income taxes payable (798) 1,193
-------- --------
Net cash provided by operating activities 55,451 54,722
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (2,785) (10,229)
Purchase of available-for-sale investments (73,825) (124,035)
Proceeds from sales of available-for-sale
investments 45,963 157,815
Proceeds from maturities of available-for-sale
investments 7,420 30,911
Increase in investments (750) --
Increase in other long-term assets -- (496)
Acquisitions, net of cash acquired (19,587) --
-------- --------
Net cash (used in) provided by
investing activities (43,564) 53,966
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 12,377 2,779
Tax benefit from stock option exercises 8,827 153
Purchase of common stock for stock bonus plans (1,292) (260)
Repurchase of common stock (25,981) (103,674)
Payments on long-term debt (897) (939)
-------- --------
Net cash used by financing activities (6,966) (101,941)
-------- --------
Effect of exchange rate changes on cash (1,669) 1,804
-------- --------
Net increase in cash and cash equivalents 3,252 8,551
Cash and cash equivalents at beginning of period 80,344 51,201
-------- --------
Cash and cash equivalents at end of period $ 83,596 $ 59,752
======== ========
See notes to condensed consolidated financial statements (unaudited).
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 2005. 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, 2005 included in the Company's Annual Report to Shareholders for
fiscal 2005.
In future periods the Company will change its method for accounting for
protein and antibody inventory. To meet strict customer quality standards,
the Company has established a highly-controlled manufacturing process for
proteins and antibodies. New protein and antibody products require the
initial manufacture of multiple batches to determine if quality standards can
be consistently met. In addition, the Company will produce larger batches of
established products than current sales requirements due to economies of
scale. The manufacturing process for proteins and antibodies, therefore, has
and will continue to produce quantities in excess of forecasted usage. The
Company values its manufactured protein and antibody inventory based on a
two-year forecast. Protein and antibody quantities in excess of the two-year
usage forecast are considered impaired and not included in the inventory
value. Due to changes in the Company's forecast, reserves for previously
written off inventories may be reversed in subsequent years. Inventory
reserves reversed through March 31, 2006 were not material to the
Company's consolidated results of operations, consolidated financial
position, assets or stockholders' equity as of and for each of the periods
presented. In future periods, the Company will change its policy and will
not write up previously unvalued inventories. This change in valuation
methods is not expected to materially impact the Company's consolidated
financial statements.
Effective July 1, 2005, the Company, through its R&D Systems subsidiary,
acquired Fortron Bio Science, Inc., a developer and manufacturer of
monoclonal and polyclonal antibodies, antigens and other biological reagents
located in Morrisville, North Carolina. R&D Systems simultaneously acquired
BiosPacific, Inc., a worldwide supplier of biologics to manufacturers of in
vitro diagnostic systems (IVDs) and immunodiagnostic kits, located in
Emeryville, California. BiosPacific is the primary distributor of Fortron
products. Fortron and BiosPacific had shared a unique strategic relationship
since 1992 that combined Fortron's development and manufacturing excellence
with BiosPacific's marketing and sales expertise. Fortron and BiosPacific
generated combined revenues of approximately $8.7 million in calendar 2004.
The acquisitions will enhance R&D Systems' ability to serve the diagnostics
industry. All of the shares of privately-held Fortron and substantially all
of the assets of privately-held BiosPacific were acquired for an aggregate
$20.0 million in cash. R&D Systems also assumed certain liabilities of
BiosPacific, and incurred transaction expenses. The acquisition was accounted
for under the purchase method. The fair value of tangible assets acquired,
net of liabilities assumed, was approximately $141,000. The Company
allocated approximately $12.8 million of the purchase price to goodwill and
$7.1 million to other intangible assets.
6
Recent Accounting Pronouncements:
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standards No. 123 (Revised 2004) (SFAS No. 123R),
Share-Based Payment. SFAS No. 123R is a revision of FASB Statement No. 123,
Accounting for Stock-Based Compensation and supersedes Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and its
related implementation guidance. The Statement focuses primarily on
accounting for transactions in which an entity obtains employee services
through stock-based payment transactions. The Company adopted the standard as
of July 1, 2005 (see Note D).
In November 2004, the FASB issued SFAS No. 151, Inventory Costs. The
Statement amends Accounting Research Bulletin No. 43 to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs and spoilage. The Statement also requires the allocation of fixed
production overheads to inventory be based on normal production capacity.
The Company adopted the standard as of July 1, 2005. The adoption did not
have an impact on the Company's consolidated financial statements.
In December 2004, the FASB issued Staff Position No. 109-1, Application of
FASB Statement No. 109 (SFAS 109), Accounting for Income Taxes, to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs
Creation Act of 2004 (FSP 109-1). FSP 109-1 clarifies that the manufacturer's
deduction provided for under the American Jobs Creation Act of 2004 (AJCA)
should be accounted for as a special deduction in accordance with SFAS 109
and not as a tax rate reduction. The Company accounted for the manufacturer's
deduction for the quarter and nine months ended March 31, 2006 as provided
for in FSP 109-1. The deduction reduced income tax expense approximately
$240,000 and $635,000 for the quarter and nine months ended March 31, 2006,
respectively.
The FASB also issued Staff Position No. 109-2, Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American
Jobs Creation Act of 2004 (FSP 109-2). The AJCA introduces a special one-time
dividends received deduction on the repatriation of certain foreign earnings
to a U.S. taxpayer provided certain criteria are met. The Company
periodically evaluates the possibility of repatriating foreign earnings. At
the present time, deferred taxes have not been recorded on undistributed
earnings of foreign subsidiaries as the amounts are considered permanently
invested. If the Company decides to repatriate foreign earnings, a one-time
charge may be recorded for the deferred taxes.
In May 2005, the FASB issued 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 requirements are
effective for the Company beginning in fiscal 2007. The impact on the
Company's consolidated financial statements of SFAS No. 154 will depend on
accounting changes, if any, made in future periods.
Reclassifications:
Certain reclassifications have been made to the prior year consolidated
financials statements to conform to the current year presentation. These
reclassifications had no impact on net earnings or stockholders' equity as
previously reported.
7
Certain consolidated balance sheet captions appearing in this interim report
are as follows (in thousands):
3/31/06 6/30/05
-------- --------
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable $ 26,141 $ 22,159
Less allowance for doubtful accounts 117 118
-------- --------
NET TRADE ACCOUNTS RECEIVABLE $ 26,024 $ 22,041
======== ========
INVENTORIES
Raw materials $ 3,430 $ 3,127
Supplies 128 135
Finished goods 6,047 4,496
-------- --------
TOTAL INVENTORIES $ 9,605 $ 7,758
======== ========
PROPERTY AND EQUIPMENT
Land $ 4,214 $ 4,214
Buildings and improvements 88,466 87,232
Building construction in progress 9,245 9,195
Laboratory equipment 19,248 17,926
Office equipment 3,683 3,545
Leasehold improvements 756 711
-------- --------
125,612 122,823
Less accumulated depreciation and amortization 37,409 33,787
-------- --------
NET PROPERTY AND EQUIPMENT $ 88,203 $ 89,036
======== ========
GOODWILL $ 51,622 $ 38,846
Less accumulated amortization 26,306 26,306
-------- --------
NET GOODWILL $ 25,316 $ 12,540
======== ========
INTANGIBLE ASSETS
Customer relationships $ 20,200 $ 18,010
Technology 4,213 730
Trade names and trademarks 1,396 --
Supplier relationships 14 --
-------- --------
25,823 18,740
Less accumulated amortization 18,618 17,142
-------- --------
NET INTANGIBLE ASSETS $ 7,205 $ 1,598
======== ========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments $ 2,230 $ 3,983
Unrealized losses on available-for-sale investments (700) (353)
-------- --------
TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME $ 1,530 $ 3,630
======== ========
8
B. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
Weighted average common shares
outstanding-basic 39,199 40,423 38,941 40,961
Dilutive effect of forward contract
(see Note E) -- 115 334 38
Dilutive effect of stock options
and warrants 226 358 356 424
-------- -------- -------- --------
Weighted average common shares
outstanding-diluted 39,425 40,896 39,631 41,423
======== ======== ======== ========
The dilutive effect of stock options and warrants in the above table excludes
all options for which the exercise price was higher than the average market
price for the period. The number of potentially dilutive option shares
excluded from the calculation was 1,000 for both the quarter and nine months
ended March 31, 2006, and 686,000 and 269,000, respectively, for the same
prior-year periods.
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 NINE MONTHS ENDED
----------------- -----------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
External sales
Biotechnology $ 36,617 $ 30,740 $100,059 $ 81,495
R&D Systems Europe 14,496 13,543 39,477 37,426
Hematology 3,700 3,652 11,015 12,180
-------- -------- -------- --------
Total external sales 54,813 47,935 150,551 131,101
Intersegment sales - Biotechnology 6,394 5,598 18,248 15,606
-------- -------- -------- --------
Total sales 61,207 53,533 168,799 146,707
Less intersegment sales (6,394) (5,598) (18,248) (15,606)
-------- -------- -------- --------
Total consolidated net sales $ 54,813 $ 47,935 $150,551 $131,101
======== ======== ======== ========
Earnings before income taxes
Biotechnology $ 24,971 $ 21,722 $ 66,147 $ 55,311
R&D Systems Europe 5,946 5,980 15,765 15,709
Hematology 1,031 869 3,031 3,925
Corporate and other (786) (667 (3,392) (2,608)
-------- -------- -------- --------
Total earnings before income taxes $ 31,162 $ 27,904 $ 81,551 $ 72,337
======== ======== ======== ========
9
D. STOCK OPTIONS:
As permitted through June 30, 2005 by SFAS No. 123, the Company elected to
continue following the guidance of APB Opinion No. 25 for measurement and
recognition of stock-based transactions with employees. Through June 30,
2005, no compensation cost had been recognized for stock options granted to
employees under the plans because the exercise price of all options granted
was at least equal to the fair value of the common stock at the date of
grant. In December 2004, the FASB issued SFAS No. 123R which is a revision of
SFAS No. 123 and supersedes APB Opinion No. 25 and its related implementation
guidance. The Statement focuses primarily on accounting for transactions in
which an entity obtains employee services through stock-based payment
transactions. SFAS No. 123R requires a public entity to measure the cost of
employee services received in exchange for the award of equity instruments
based on the fair value of the award at the date of grant. The cost will be
recognized over the period during which an employee is required to provide
services in exchange for the award.
The Company adopted SFAS No. 123R as of July 1, 2005 using the modified
prospective transition method. Under that transition method, compensation
cost recognized in the first nine months of fiscal 2006 includes: (1)
compensation cost for all stock-based payments granted prior to, but not yet
vested as of June 30, 2005, based on the grant date fair value calculated in
accordance with the original provisions of SFAS No. 123, and (2) compensation
cost for all stock-based payments granted subsequent to June 30, 2005, based
on the grant-date fair value calculated in accordance with the provisions of
SFAS No. 123R. Results for prior periods have not been restated.
As a result of adopting SFAS No. 123R, the Company's earnings before income
taxes for the quarter and nine months ended March 31, 2006 were $140,000 and
$1.5 million, respectively, less than if it had continued to account for
stock-based compensation under APB Opinion No. 25. Net earnings for the
quarter and nine months ended March 31, 2006 were $111,000 and $1.1 million,
respectively, less than would have been reported under APB Opinion No. 25.
The adoption of SFAS No. 123R had less than a $.01 impact on basic and
diluted earnings per share for the quarter ended March 31, 2006 and a $0.03
negative impact on basic and diluted earnings per share for the nine months
ended March 31, 2006. Estimated total compensation expense of approximately
$1.6 million or $0.03 per diluted share is anticipated for fiscal 2006. As
of March 31, 2006, there was $384,000 of total unrecognized compensation cost
related to nonvested stock options of which approximately $100,000 will be
expensed in the last three months of fiscal 2006. The remainder will be
expensed in fiscal 2007 and the first half of fiscal 2008. No options were
granted during the quarters ended March 31, 2006 and 2005. 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 NINE MONTHS ENDED
----------------- ------------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
Dividend yield -- -- -- --
Expected annualized volatility N/A N/A 37%-53% 52%-56%
Risk free interest rate N/A N/A 4.0%-4.4% 3.2%-3.9%
Expected life N/A N/A 6 years 6 years
Weighted average fair value
of options granted N/A N/A $30.03 $21.41
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. Compensation cost is recognized using a straight-line method over the
vesting period and is net of estimated forfeitures.
10
Option activity under the Company's stock option plans as of March 31, 2006
and changes during the nine months ended March 31, 2006 were as follows:
WEIGHTED WEIGHTED
AVG. AVG. AGGREGATE
SHARES EXERCISE CONTRACTUAL INTRINSIC
(in 000's) PRICE LIFE (Yrs.) VALUE
---------- -------- ----------- ---------
Outstanding at July 1, 2005 1,130 $24.11
Granted 37 54.55
Exercised (732) 16.91
Forfeited (11) 52.41
------
Outstanding at March 31, 2006 424 38.47 4.9 $9.2 million
======
Exercisable at March 31, 2006 388 $38.06 4.8 $8.6 million
======
The aggregate intrinsic value in the above table is the in-the-money options
at March 31, 2006 multiplied by the difference between the Company's closing
stock price on March 31, 2006 and the option exercise price. The amount
represents the pre-tax value that would have been received by the option
holders had all the option holders exercised their options on March 31, 2006.
The amount of the intrinsic value will change based on the fair market value
of the Company's stock.
The aggregate intrinsic value of options exercised during the three and nine
months ended March 31, 2006 was $22.8 million and $28.3 million,
respectively. For the three and nine months ended March 31, 2005, the
aggregate intrinsic value of options exercised was $683,000 and $1.4 million,
respectively. Stock option exercises are satisfied through the issuance of
new shares.
If compensation cost for employee options granted under the Company's stock
option plans had been determined based on the fair value at the grant dates,
consistent with the methods provided in SFAS No. 123 for periods prior to the
adoption of SFAS No. 123R, the Company's net earnings and earnings per share
would have been as follows (in thousands, except per share data):
NINE
QUARTER MONTHS
ENDED ENDED
3/31/05 3/31/05
-------- --------
Net earnings:
As reported $ 18,439 $ 47,565
Plus employee stock-based compensation
expense included in net earnings -- --
Less employee stock-based compensation,
net of tax effect 161 1,359
-------- --------
Pro forma $ 18,278 $ 46,206
======== ========
Basic earnings per share:
As reported $ 0.46 $ 1.16
Plus employee stock-based compensation
expense included in net earnings -- --
Less employee stock-based compensation,
net of tax effect 0.01 0.03
-------- --------
Pro forma $ 0.45 $ 1.13
======== ========
Diluted earnings per share:
As reported $ 0.45 $ 1.15
Plus employee stock-based compensation
expense included in net earnings -- --
Less employee stock-based compensation,
net of tax effect -- 0.03
-------- --------
Pro forma $ 0.45 $ 1.12
======== ========
11
E. STOCK REPURCHASE:
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. Approximately 1.8
million of the shares repurchased were subject to a collar, which effectively
set a minimum and maximum price the Company was obligated to pay for such
shares. The collar was established in exchange for an up-front payment of
$3.5 million. The Company had the option to settle the ASB agreement in cash
or shares of the Company's common stock 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.
The positive effect of the reduction in outstanding shares on earnings per
diluted share was $0.03 and $0.08 for the quarter and nine months ended March
31, 2006, respectively.
F. COMPREHENSIVE INCOME:
Comprehensive income and the components of other comprehensive income (loss)
were as follows (in thousands):
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
Net earnings $ 20,347 $ 18,439 $ 53,862 $ 47,565
Other comprehensive gain (loss),
net of tax effect:
Foreign currency
translation adjustments 617 (979) (1,753) 1,971
Unrealized loss on available-
for-sale investments (178) (155) (347) (281)
-------- -------- -------- --------
Comprehensive income $ 20,786 $ 17,305 $ 51,762 $ 49,255
======== ======== ======== ========
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations for the Quarter and Nine Months Ended March 31, 2006
and the Quarter and Nine Months Ended March 31, 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 acquired two subsidiaries
effective July 1, 2005, Fortron Bio Science, Inc., (Fortron) a developer and
manufacturer of monoclonal and polyclonal antibodies, antigens and other
biological reagents, located in Morrisville, North Carolina and BiosPacific,
Inc., (BiosPacific) a worldwide supplier of biologics to manufacturers of in
vitro diagnostic systems (IVDs) and immunodiagnostic kits, located in
Emeryville, California. The operations of Fortron were transferred to the
Company's Minneapolis facility during the quarter ended September 30, 2005.
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.
12
Overall Results
Consolidated net earnings increased 10.3% and 13.2% for the quarter and nine
months ended March 31, 2006, respectively, compared to the quarter and nine
months ended March 31, 2005. The primary reason for the increase was
increased net sales. Consolidated net sales for the quarter and nine months
ended March 31, 2006, increased 14.3% and 14.8%, respectively, from the same
periods in the prior year. The acquisitions of Fortron and BiosPacific on
July 1, 2005 increased sales approximately $2.6 million and $7.3 million,
respectively, for the quarter and nine months ended March 31, 2006. The
acquisitions positive impact on net earnings was $103,000 and $386,000 for
the quarter and nine months ended March 31, 2006, respectively. The
unfavorable 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 $1.2 million and $2.5 million for the quarter
and nine months ended March 31, 2006, respectively. The unfavorable impact
on consolidated net earnings of the change in exchange rates was $323,000 and
$676,000 for the quarter and nine months ended March 31, 2006, respectively.
The Company generated cash of $55.5 million from operating activities in the
first nine months of fiscal 2006 and cash, cash equivalents and available-
for-sale investments were $164.3 million at March 31, 2006 compared to $139.0
million at June 30, 2005.
Net Sales
Consolidated net sales for the quarter ended March 31, 2006 were $54.8
million, an increase of $6.9 million (14.3%) from the quarter ended March 31,
2005. Consolidated net sales for the nine months ended March 31, 2006 were
$150.6 million, an increase of $19.4 million (14.8%) from the prior-year
period. Included in consolidated net sales for the quarter and nine months
ended March 31, 2006 were $2.6 million and $7.3 million, respectively, from
Fortron and BiosPacific, which were acquired effective July 1, 2005.
R&D Systems' Biotechnology Division net sales increased $3.3 million (10.8%)
and $11.2 million (13.8%), respectively, for the quarter and nine months
ended March 31, 2006. The Biotechnology Division sales increase for the
quarter and nine months was mainly the result of $1.7 million and $8.0
million increased U.S. retail sales volume. Sales for the quarter and nine
months 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 $600,000 of the increase in Biotechnology
Division net sales for both the quarter and nine months ended March 31, 2006
was the result of price increases.
R&D Europe net sales increased $953,000 (7.1%) and $2.1 million (5.5%) for
the quarter and nine months ended March 31, 2006, respectively, from the
quarter and nine months ended March 31, 2005. The effect of changes from the
prior year in foreign currency exchange rates used to convert British pounds
to U.S. dollars reduced R&D Europe net sales approximately $1.2 million and
$2.5 million for the quarter and nine months ended March 31, 2006. In
British pounds, R&D Europe net sales increased 15.8% and 12.3% for the
quarter and nine months ended March 31, 2006, respectively, mainly as a
result of increased sales volume.
13
R&D Systems' Hematology Division net sales increased $48,000 (1.3%) and
decreased $1.2 million (9.6%) for the quarter and nine months ended March 31,
2006, respectively, compared to the same prior-year periods. During the
second quarter of fiscal 2005, a large OEM customer notified the Hematology
Division that they were changing to a new primary vendor for certain controls
and calibrators. Sales to this customer in the quarter and nine months ended
March 31, 2006 decreased $173,000 and $1.6 million, respectively, from the
same prior-year periods.
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
Biotechnology 78.8% 82.5% 78.2% 80.9%
R&D Systems Europe 49.2% 54.8% 50.0% 53.6%
Hematology 43.2% 41.9% 42.5% 46.6%
Consolidated gross margin 77.9% 80.9% 77.5% 79.4%
Consolidated gross margin percentages for the quarter and nine months ended
March 31, 2006 were negatively impacted 2.4% and 2.3%, respectively, by the
inclusion of Fortron and BiosPacific gross margins. Gross margin percentages
for Fortron and BiosPacific, which were negatively affected by purchase
accounting related to inventory acquired, were 29.7% and 33.2% for the
quarter and nine months ended March 31, 2006, respectively. Under purchase
accounting, inventory acquired is valued at fair market value less expected
selling and marketing costs. As of the date of acquisition, the value of the
acquired inventory was increased $2.1 million. Included in Fortron and
BiosPacific cost of sales for the quarter and nine months was approximately
$397,000 and $1.3 million related to the write up of acquired inventory,
representing a 15.6% and 17.1% reduction in Fortron and BiosPacific gross
margin percentages for the quarter and nine months, respectively. The
remaining inventory valuation adjustment of $865,000 is expected to be
expensed as the acquired inventory is sold over approximately the next nine
months.
R&D Europe's gross margin percentages for the quarter and nine months ended
March 31, 2006 were less than the comparable prior-year periods as a result
of less favorable exchange rates. The higher gross margin percentage by the
Hematology Division for the quarter ended March 31, 2006 as compared to the
same quarter of the prior year was the a result of changes in product mix,
while the lower gross margin percentage for the nine month period ended March
31, 2006 as compared to the prior year was the result of lower incremental
sales to offset fixed costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the quarter and nine months
ended March 31, 2006, increased $522,000 (8.2%) and $3.0 million (16.6%),
respectively, from the same periods of last year. Selling, general and
administrative expenses are composed of the following (in thousands):
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
Biotechnology $ 4,199 $ 3,712 $ 12,032 $ 10,100
R&D Europe 1,879 1,939 5,720 5,855
Hematology 441 505 1,249 1,350
Corporate 382 223 2,334 998
-------- -------- -------- --------
Total selling, general and
administrative expenses $ 6,901 $ 6,379 $ 21,335 $ 18,303
======== ======== ======== ========
14
Biotechnology selling, general and administrative expenses increased $487,000
(13.1%) and $1.9 million (19.1%) for the quarter and nine months ended March
31, 2006, respectively. Included in these amount were $302,000 and $976,000
for the quarter and nine months ended March 31, 2006, respectively, of
Fortron and BiosPacific selling, general and administrative expenses.
Included in Corporate selling, general and administrative expenses for the
quarter and nine months ended March 31, 2006 was $140,000 and $1.5 million,
respectively, of employee stock-based compensation expense.
Research and Development Expenses
Research and development expenses are composed of the following (in
thousands):
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
Biotechnology $ 4,593 $ 4,432 $ 13,529 $ 13,362
Hematology 168 199 523 576
-------- -------- -------- --------
Total research and
development expenses $ 4,761 $ 4,631 $ 14,052 $ 13,938
======== ======== ======== ========
Amortization of Intangible Assets
The Company allocated approximately $12.8 million to goodwill and $7.1
million to other intangible assets arising from the acquisitions of Fortron
and BiosPacific. The other intangible assets, mainly technologies, trade
names and customer and supplier relationships, are being amortized over lives
of one to eight years and amortization expense of $271,000 and $814,000 was
recorded for the quarter and nine months ended March 31, 2006, respectively,
related to these assets.
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
properties not used in operations, and the Company's share of losses by
Hemerus Medical, LLC (Hemerus). The Company accounts for its investment in
Hemerus using the equity method of accounting as Hemerus is a limited
liability corporation.
QUARTER ENDED NINE MONTHS ENDED
------------------ ------------------
3/31/06 3/31/05 3/31/06 3/31/05
-------- -------- -------- --------
Foreign currency losses (gains) $ (87) $ 29 $ (13) $ (6)
Rental income (287) (318) (966) (390)
Real estate taxes, depreciation
and utilities 520 527 1,453 1,369
Hemerus Medical, LLC losses 83 85 247 232
-------- -------- -------- --------
Total other non-operating
expense (income) $ 229 $ 323 $ 721 $ 1,205
======== ======== ======== ========
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 March 31, 2006, the Company's net investment in Hemerus
was $3.1 million. 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.
15
Income Taxes
Income taxes for the quarter and nine months ended March 31, 2006 were
provided at rates of approximately 34.7% and 34.0%, respectively, of
consolidated earnings before income taxes compared to 33.9% and 34.2% for the
quarter and nine months ended March 31, 2005, respectively. U.S. federal
taxes have been reduced by the credit for research and development
expenditures through December 2005, the benefit for extraterritorial income
and, for the quarter and nine months ended March 31, 2006, 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 2006 to range from 33.5% to 34.5%.
Liquidity and Capital Resources
At March 31, 2006, cash and cash equivalents and available-for-sale
investments were $164.3 million compared to $139.0 million at June 30, 2005.
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 $55.5 million from operating activities in the
first nine months of fiscal 2006 compared to $54.7 million in the first nine
months of fiscal 2005. The increase from the prior year was mainly the
result of increased net earnings in the current year of $6.3 million offset
by a larger increase in trade accounts and other receivables (a $4.4 million
increase compared to a $1.6 million increase in the prior year) as a result
of increased sales and the Fortron and BiosPacific acquisitions. Cash
provided by operating activities for the nine months ended March 31, 2006,
was also reduced due to a decrease in income taxes payable as a result of
stock option exercises.
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first nine months of fiscal
2006 and 2005 were $2.8 million and $10.2 million, respectively. Included in
capital expenditures for the first nine months of fiscal 2006 and 2005 were
$1.2 million and $331,000, respectively, for building renovation and
construction. Also included in fiscal 2005 capital expenditures was $8.4
million for property acquired in Minneapolis in January 2005. The remaining
capital additions in the first nine months of fiscal 2006 and 2005 were for
laboratory and computer equipment. Remaining expenditures in fiscal 2006 for
laboratory and computer equipment are expected to be approximately $400,000.
The Company is currently constructing additional laboratory space at its
Minneapolis facility. The remaining construction cost is estimated at $8.5
million and is expected to be complete in approximately six months. These
expenditures are expected to be financed through currently available funds
and cash generated from operating activities.
During the nine months ended March 31, 2006, the Company purchased $73.8
million and had sales or maturities of $53.4 million of available-for-sale
investments. During the nine months ended March 31, 2005, the Company
purchased $124.0 million and had sales or maturities of $188.7 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.
16
As discussed previously, 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.
The Company currently owns a 19.3% equity interest in ChemoCentryx, Inc.,
(CCX) a technology and drug development company, and accounts for its
investment under the cost method of accounting. As a development stage
company, CCX, is dependent on its ability to raise additional funds to
continue research and development efforts. If such funding were unavailable
or inadequate, the Company would potentially recognize an impairment loss to
the extent of its remaining net investment. At March 31, 2006, the Company's
net investment in CCX was $5.1 million. In April 2006, the Company made an
additional $9 million investment in CCX in the form of a 5% convertible note
subject to the limitation that the Company's holdings in CCX will not exceed
19.9% of CCX voting shares. The additional investment was financed through
cash and equivalents on hand.
Cash Flows From Financing Activities
Cash of $12.4 million and $1.4 million was received during the nine months
ended March 31, 2006 and 2005, respectively, for the exercise of stock
options for 732,000 and 57,000 shares of common stock. Cash of $1.4 million
was received during the nine months ended March 31, 2005 for the exercise of
warrants to purchase 120,000 shares of common stock. The Company also
recognized a tax benefit from stock option exercises of $8.8 million and
$153,000 for the nine months ended March 31, 2006 and 2005, respectively.
During the first nine months of fiscal 2005, options for 16,120 shares of
common stock were exercised by the surrender of 3,326 shares of the Company's
common stock with a fair market value of $131,000.
In the first nine months of fiscal 2006 and 2005, the Company purchased
22,541 shares and 6,410 shares of common stock, respectively, for its
employee Stock Bonus Plans at a cost of $1.3 million and $260,000,
respectively.
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 ASB
agreement was subject to a market price adjustment provision based upon the
volume weighted average price during the nine-month period ending in December
2005. In December 2005, the Company settled the ASB agreement with a payment
of $26.0 million using cash and equivalents on hand as of the settlement
date.
The Company has never paid cash dividends and has no plans to do so in fiscal
2006.
Critical Accounting Policies
The Company's significant accounting policies are discussed in the Company's
Annual Report on Form 10-K for fiscal 2005. 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 2006 which
would require disclosure. There have been no changes to the Company's
policies in fiscal 2006 except for the Company's method of accounting for
protein and antibody inventory.
17
The manufacturing process for proteins and antibodies has and will continue
to produce quantities in excess of forecasted usage. The Company values its
manufactured protein and antibody inventory based on a two-year forecast.
Protein and antibody quantities in excess of the two-year usage forecast are
considered impaired and not included in the inventory value. Due to changes
in the Company's forecast, reserves for previously written off inventories
may be reversed in subsequent years. Inventory reserves reversed through
March 31, 2006 were not material to the Company's consolidated results of
operations, consolidated financial position, assets or stockholders' equity.
In future periods, the Company will change its policy and will not write up
previously unvalued inventories. This change in valuation methods is not
expected to materially impact the Company's consolidated financial
statements.
Recent Accounting Pronouncements
In December 2004, the Financial Accounting Standards Board (FASB) issued
Statement of Accounting Standards No. 123 (Revised 2004) (SFAS No. 123R),
Share-Based Payment. SFAS No. 123R is a revision of FASB Statement No. 123,
Accounting for Stock-Based Compensation and supersedes Accounting Principles
Board (APB) Opinion No. 25, Accounting for Stock Issued to Employees and its
related implementation guidance. The Statement focuses primarily on
accounting for transactions in which an entity obtains employee services
through stock-based payment transactions. The Company adopted the standard as
of July 1, 2005. See Note D to the accompanying condensed consolidated
financial statements.
In November 2004, the FASB issued SFAS No. 151, Inventory Costs. The
Statement amends Accounting Research Bulletin No. 43 to clarify the
accounting for abnormal amounts of idle facility expense, freight, handling
costs and spoilage. The Statement also requires the allocation of fixed
production overheads to inventory be based on normal production capacity.
The Company adopted the standard as of July 1, 2005. The adoption did not
have an impact on the Company's consolidated financial statements.
In December 2004, the FASB issued Staff Position No. 109-1, Application of
FASB Statement No. 109 (SFAS 109), Accounting for Income Taxes, to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs
Creation Act of 2004 (FSP 109-1). FSP 109-1 clarifies that the manufacturer's
deduction provided for under the American Jobs Creation Act of 2004 (AJCA)
should be accounted for as a special deduction in accordance with SFAS 109
and not as a tax rate reduction. The Company accounted for the manufacturer's
deduction for the quarter and nine months ended March 31, 2006 as provided
for in FSP 109-1. The deduction reduced income tax expense approximately
$240,000 and $635,000 for the quarter and nine months ended March 31, 2006,
respectively.
The FASB also issued Staff Position No. 109-2, Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American
Jobs Creation Act of 2004 (FSP 109-2). The AJCA introduces a special one-time
dividends received deduction on the repatriation of certain foreign earnings
to a U.S. taxpayer provided certain criteria are met. The Company
periodically evaluates the possibility of repatriating foreign earnings. At
the present time, deferred taxes have not been recorded on undistributed
earnings of foreign subsidiaries as the amounts are considered permanently
invested. If the Company decides to repatriate foreign earnings, a one-time
charge may be recorded for the deferred taxes.
In May 2005, the FASB issued 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 requirements are
effective for the Company beginning in fiscal 2007. The impact on the
Company's consolidated financial statements of SFAS No. 154 will depend on
accounting changes, if any, made in future periods.
18
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, capital expenditures, expense related to
acquired inventory, and the impact of the change in protein and antibody
valuation methods, 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 integration of the recent acquisitions, 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 March 31, 2006, the Company had a professionally managed investment
portfolio of fixed income securities, excluding those classified as cash and
cash equivalents, of $80.4 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 $1.3 million effect on consolidated operating income annually.
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 March 31, 2006 and 2005, the Company had $1.1 million and
$31,000, respectively, of dollar denominated intercompany debt at its U.K.
subsidiary. At March 31, 2006 and 2005, the U.K. subsidiary had $729,000 and
$326,000, 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 a net foreign currency gain of 50,000 pounds ($87,000) and a net
foreign currency loss of 38,000 pounds ($71,000) for the quarters ended March
31, 2006 and 2005, respectively. The Company's German subsidiary recognized a
net foreign currency gain of 32,000 euro ($42,000) for the quarter ended
March 31, 2005. For the nine months ended March 31, 2006 and 2005, the
Company's U.K. subsidiary recognized net foreign currency gains of 8,000
pounds ($13,000) and 84,000 pounds ($156,000), respectively. The Company's
German subsidiary recognized a net foreign currency loss of 121,000 euro
($150,000) for the nine months ended March 31, 2005. 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.
19
As of March 31, 2006, the Company's long-term debt of $12.5 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 7.1% as of March 31, 2006.
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, 2005.
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth the repurchases of Company common stock for
the quarter ended March 31, 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
----------- ------------ ---------- ------------------- ---------------------
1/1/06 -
3/31/06 0 -- 0 $6.8 million
2/1/06 -
2/28/06 0 -- 0 $6.8 million
3/1/06 -
3/31/06 0 -- 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.
20
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS
None.
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: May 9, 2006 /s/ Thomas E. Oland
----------------------------------
President, Chief Executive Officer
May 9, 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