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, 2007, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to___________
__________________
Commission file number 0-17272
__________________
TECHNE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1427402
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
614 MCKINLEY PLACE N.E. (612) 379-8854
MINNEAPOLIS, MN 55413 Registrant's telephone number,
(Address of principal (Zip Code) including area code)
executive offices)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark whether the registrant 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 4, 2007, 39,449,377 shares of the Company's Common Stock (par value
$.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
MARCH 31, 2007
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of March
31, 2007 and June 30, 2006 3
Condensed Consolidated Statements of Earnings for the
Quarters and Nine Months Ended March 31, 2007 and 2006 4
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended March 31, 2007 and 2006 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17
ITEM 4. CONTROLS AND PROCEDURES 18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 18
ITEN 1A. RISK FACTORS 18
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 18
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS 19
ITEM 5. OTHER INFORMATION 19
ITEM 6. EXHIBITS 19
SIGNATURES 19
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)
3/31/07 6/30/06
-------- --------
ASSETS
Cash and cash equivalents $116,276 $ 89,634
Short-term available-for-sale investments 27,822 19,212
Trade accounts receivable, net 29,582 23,769
Other receivables 1,247 1,309
Inventories 9,574 9,024
Deferred income taxes 6,892 6,121
Prepaid expenses 999 753
-------- --------
Total current assets 192,392 149,822
Available-for-sale investments 85,854 77,660
Property and equipment, net 89,172 88,772
Goodwill, net 25,068 25,308
Intangible assets, net 5,503 6,713
Deferred income taxes 4,444 4,638
Investments in unconsolidated entities 24,498 17,195
Other assets 242 404
-------- --------
$427,173 $370,512
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 3,912 $ 3,627
Salaries, wages and related accruals 4,455 5,148
Other accounts payable and accrued expenses 1,936 1,833
Income taxes payable 5,407 6,129
Current portion of long-term debt -- 1,229
-------- --------
Total current liabilities 15,710 17,966
Long-term debt, less current portion -- 12,198
-------- --------
Total liabilities 15,710 30,164
-------- --------
Commitments and contingencies
Common stock, par value $.01 per share;
authorized 100,000,000; issued and outstanding
39,421,667 and 39,376,782, respectively 394 394
Additional paid-in capital 105,376 101,941
Retained earnings 294,516 232,328
Accumulated other comprehensive income 11,177 5,685
-------- --------
Total stockholders' equity 411,463 340,348
-------- --------
$427,173 $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 NINE MONTHS ENDED
----------------- -----------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- --------
Net sales $ 60,197 $ 54,813 $165,057 $150,551
Cost of sales 12,019 12,105 33,970 33,896
-------- -------- -------- --------
Gross margin 48,178 42,708 131,087 116,655
Operating expenses:
Selling, general and administrative 7,229 6,901 23,126 21,335
Research and development 5,169 4,761 15,068 14,052
Amortization of intangible assets 403 492 1,210 1,476
-------- -------- -------- --------
Total operating expenses 12,801 12,154 39,404 36,863
-------- -------- -------- --------
Operating income 35,377 30,554 91,683 79,792
-------- -------- -------- --------
Other expense (income):
Interest expense -- 245 1,083 706
Interest income (2,237) (1,082) (5,869) (3,186)
Other non-operating expense, net 767 229 1,680 721
-------- -------- -------- --------
Total other income (1,470) (608) (3,106) (1,759)
-------- -------- -------- --------
Earnings before income taxes 36,847 31,162 94,789 81,551
Income taxes 12,954 10,815 32,602 27,689
-------- -------- -------- --------
Net earnings $ 23,893 $ 20,347 $ 62,187 $ 53,862
======== ======== ======== ========
Earnings per share:
Basic $ 0.61 $ 0.52 $ 1.58 $ 1.38
Diluted $ 0.60 $ 0.52 $ 1.57 $ 1.36
Weighted average common shares outstanding:
Basic 39,414 39,199 39,393 38,941
Diluted 39,543 39,425 39,498 39,631
See notes to condensed consolidated financial statements.
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
NINE MONTHS ENDED
-------------------
3/31/07 3/31/06
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 62,187 $ 53,862
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 5,152 5,168
Deferred income taxes (328) (1,120)
Stock-based compensation expense 1,467 1,516
Excess tax benefit from stock option exercises (329) (7,944)
Losses by equity method investees 634 247
Other 126 175
Change in operating assets and operating
liabilities, net of acquisitions:
Trade accounts and other receivables (5,110) (4,431)
Inventories (645) 438
Prepaid expenses (226) 4
Trade, other accounts payable and
accrued expenses 321 (17)
Salaries, wages and related accruals 506 407
Income taxes payable (581) 8,029
-------- --------
Net cash provided by operating activities 63,174 56,334
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (4,293) (2,785)
Purchase of available-for-sale investments (34,195) (73,825)
Proceeds from sales of available-for-sale investments 4,244 45,963
Proceeds from maturities of available-for-sale
investments 13,485 7,420
Increase in investments in unconsolidated entities (7,900) (750)
Acquisitions, net of cash acquired -- (19,587)
-------- --------
Net cash used in investing activities (28,659) (43,564)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 1,639 12,377
Excess tax benefit from stock option exercises 329 7,944
Purchase of common stock for stock bonus plans (1,222) (1,292)
Repurchase of common stock -- (25,981)
Payments on long-term debt (13,427) (897)
-------- --------
Net cash used in financing activities (12,681) (7,849)
-------- --------
Effect of exchange rate changes on cash 4,808 (1,669)
-------- --------
Net increase in cash and cash equivalents 26,642 3,252
Cash and cash equivalents at beginning of period 89,634 80,344
-------- --------
Cash and cash equivalents at end of period $116,276 $ 83,596
======== ========
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 ending June 30, 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
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. The Statement permits entities to
choose to measure certain financial instruments at fair value. Unrealized
gains and losses on items for which the fair value option has been elected
are reported in earnings at each subsequent reporting date. SFAS No. 159 is
effective for the Company in fiscal 2009. The Company is currently evaluating
the impact of adopting SFAS No. 159, but it is not expected to have a
material impact on the Company's consolidated financial statements.
Reclassifications:
Certain reclassifications have been made to the prior year consolidated
financial statements to conform to the current year presentation. These
reclassifications had no impact on earnings or stockholders' equity as
previously reported.
Certain consolidated balance sheet captions appearing in this interim report
are as follows (in thousands):
3/31/07 6/30/06
-------- --------
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable $ 29,712 $ 23,889
Less allowance for doubtful accounts 130 120
-------- --------
NET TRADE ACCOUNTS RECEIVABLE $ 29,582 $ 23,769
======== ========
INVENTORIES
Raw materials $ 3,711 $ 3,561
Supplies 117 119
Finished goods 5,746 5,344
-------- --------
TOTAL INVENTORIES $ 9,574 $ 9,024
======== ========
PROPERTY AND EQUIPMENT
Land $ 4,214 $ 4,214
Buildings and improvements 100,049 88,399
Building construction in progress 743 9,965
Laboratory equipment 20,740 19,473
Office equipment 4,226 3,711
Leasehold improvements 916 843
-------- --------
130,888 126,605
Less accumulated depreciation and amortization 41,716 37,833
-------- --------
NET PROPERTY AND EQUIPMENT $ 89,172 $ 88,772
======== ========
GOODWILL $ 51,374 $ 51,614
Less accumulated amortization 26,306 26,306
-------- --------
NET GOODWILL $ 25,068 $ 25,308
======== ========
The $240,000 reduction in goodwill from June 30, 2006 was a result of the
realization of pre-acquisition deferred tax assets of Fortron.
7
3/31/07 6/30/06
-------- --------
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 20,320 19,110
-------- --------
NET INTANGIBLE ASSETS $ 5,503 $ 6,713
======== ========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments $ 11,471 $ 6,521
Unrealized losses on available-for-sale investments (294) (836)
-------- --------
TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME $ 11,177 $ 5,685
======== ========
B. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- --------
Weighted average common shares
outstanding-basic 39,414 39,199 39,393 38,941
Dilutive effect of forward contract -- -- -- 334
Dilutive effect of stock options
and warrants 129 226 105 356
-------- -------- -------- --------
Weighted average common shares
outstanding-diluted 39,543 39,425 39,498 39,631
======== ======== ======== ========
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 7,000 for both the quarter and nine
months ended March 31, 2007, and 1,000 for both the quarter and nine months
ended March 31, 2006.
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 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.
8
Following is financial information relating to the Company's operating
segments (in thousands):
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- --------
External sales
Biotechnology $ 39,130 $ 36,617 $108,478 $100,059
R&D Systems Europe 17,403 14,496 45,587 39,477
Hematology 3,664 3,700 10,992 11,015
-------- -------- -------- --------
Total external sales 60,197 54,813 165,057 150,551
Intersegment sales - Biotechnology 7,071 6,394 19,418 18,248
-------- -------- -------- --------
Total sales 67,268 61,207 184,475 168,799
Less intersegment sales (7,071) (6,394) (19,418) (18,248)
-------- -------- -------- --------
Total consolidated net sales $ 60,197 $ 54,813 $165,057 $150,551
======== ======== ======== ========
Earnings before income taxes
Biotechnology $ 28,537 $ 24,971 $ 75,983 $ 66,147
R&D Systems Europe 8,276 5,946 20,218 15,765
Hematology 1,061 1,031 3,113 3,031
Corporate and equity method investees (1,027) (786) (4,525) (3,392)
-------- -------- -------- --------
Total earnings before income taxes $ 36,847 $ 31,162 $ 94,789 $ 81,551
======== ======== ======== ========
D. STOCK OPTIONS:
Option activity under the Company's stock option plans during the nine months
ended March 31, 2007 was 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 43 55.89
Exercised (45) 36.52
Forfeited or expired -- --
----- ------
Outstanding at March 31, 2007 419 $40.89 4.92 $6.8 million
===== ======
Exercisable at March 31, 2007 388 $40.55 4.83 $6.4 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 NINE MONTHS ENDED
----------------- ------------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- ---------
Dividend yield -- -- -- --
Expected annualized volatility 47% N/A 31%-47% 37%-53%
Risk free interest rate 4.8% N/A 4.7%-5.1% 4.0%-4.4%
Expected life 8 years N/A 7 years 6 years
Weighted average fair value of
options granted $32.88 N/A $31.53 $30.03
9
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 quarter and nine
months ended March 31, 2007 was $715,000 and $969,000, respectively. The
total intrinsic value of options exercised during the quarter and nine months
ended March 31, 2006 was $22.8 million and $28.3 million, respectively. Stock
option exercises are satisfied through the issuance of new shares. The total
fair value of options vested during the quarter and nine months ended March
31, 2007 was $164,000 and $1.5 million, respectively. No options vested
during the quarter ended March 31, 2006. The total fair value of options
vested during the nine months ended March 31, 2006 was $1.7 million.
Stock-based compensation cost of $238,000 and $1.5 million was included in
selling, general and administrative expense for the quarter and nine months
ended March 31, 2007, respectively. Stock-based compensation cost of
$140,000 and $1.5 million was included in selling, general and administrative
expense for the quarter and nine months ended March 31, 2006, respectively.
Compensation cost is recognized using a straight-line method over the vesting
period and is net of estimated forfeitures. As of March 31, 2007, there was
$260,000 of total unrecognized compensation cost related to nonvested stock
options that 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 NINE MONTHS ENDED
----------------- -----------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- --------
Net earnings $ 23,893 $ 20,347 $ 62,187 $ 53,862
Other comprehensive gain (loss),
net of tax effect:
Foreign currency translation
adjustments 498 617 4,949 (1,753)
Unrealized gain (loss) on
available-for-sale investments 22 (178) 543 (347)
-------- -------- -------- --------
Comprehensive income $ 24,413 $ 20,786 $ 67,679 $ 51,762
======== ======== ======== ========
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. The
Company accounts for its investment in Nephromics using the equity method of
accounting as Nephromics is a limited liability company.
Through February 2006, the Company had a 10% equity interest in Hemerus
Medical, LLC (Hemerus). On March 1, 2006, the Company invested an additional
$750,000, increasing its ownership to 15% and on January 19, 2007, the
Company invested an additional $700,000, increasing its ownership to 18%.
The Company accounts for its investment in Hemerus using the equity method of
accounting because Hemerus is a limited liability company.
10
G. DEBT:
On October 31, 2006, the Company repaid its mortgage debt. The total payment
of $13.8 million included the mortgage principal balance, accrued interest
and a 5% prepayment penalty of $651,000. The prepayment penalty and $78,000
of unamortized loan origination fees were included in interest expense for
the quarter ended December 31, 2006.
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, 2007
and the Quarter and Nine Months Ended March 31, 2006
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 that are sold to biomedical researchers and clinical research
laboratories. The Hematology Division develops and manufactures whole blood
hematology controls and calibrators that 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) which develops and manufactures
monoclonal and polyclonal antibodies, antigens and other biological reagents,
and is 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.
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.
Overall Results
Consolidated net earnings increased 17.4% and 15.5% for the quarter and nine
months ended March 31, 2007, respectively, compared to the quarter and nine
months ended March 31, 2006. The primary reasons for the increase in
consolidated net earnings were increased net sales and gross margins.
Consolidated net sales for the quarter and nine months ended March 31, 2007,
increased 9.8% and 9.6% from the same periods 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 $1.9 million and $4.2 million for the quarter
and nine months ended March 31, 2007, respectively. The favorable impact on
consolidated net earnings of the change from the prior year in exchange rates
was $601,000 and $1.3 million for the quarter and nine months ended March 31,
2007, respectively. The Company generated cash of $63.2 million from
operating activities in the first nine months of fiscal 2007 and cash, cash
equivalents and available-for-sale investments were $230.0 million at March
31, 2007 compared to $186.5 million at June 30, 2006.
11
Net Sales
Consolidated net sales for the quarter ended March 31, 2007 were $60.2
million, an increase of $5.4 million (9.8%) from the quarter ended March 31,
2006. Consolidated net sales for the nine months ended March 31, 2007 were
$165.1 million, an increase of $14.5 million (9.6%) from the prior-year
period.
Biotechnology net sales, which include sales by R&D Systems' Biotechnology
Division, Fortron and BiosPacific, increased $2.5 million (6.9%) and $8.4
million (8.4%) for the quarter and nine months ended March 31, 2007,
respectively. The Biotechnology net sales increase for the quarter and nine
months was primarily due to $1.6 million and $5.5 million, respectively, in
increased U.S. sales volume by the Biotechnology Division. Sales for the
quarter and nine months to pharmaceutical/biotechnology customers and
academic customers, the two largest end-user groups of the U.S. market,
showed the greatest revenue growth over the prior year. Approximately $1.2
million of the increase in Biotechnology net sales for the first nine months
of fiscal 2007 was the result of price increases that were effective January
1, 2006.
R&D Europe net sales increased $2.9 million (20.1%) and $6.1 million (15.5%)
for the quarter and nine months ended March 31, 2007, respectively. 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 $1.9 million and $4.2 million for the quarter and nine months
ended March 31, 2007, respectively. In British pounds, R&D Europe net sales
increased 7.2% and 4.9% for the quarter and nine months ended March 31, 2007,
respectively, mainly as a result of increased sales volume.
Hematology net sales decreased $36,000 (1.0%) and $23,000 (0.2%) for the
quarter and nine months ended March 31, 2007 compared to the same prior-year
periods.
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- --------
Biotechnology 80.4% 78.8% 80.3% 78.2%
R&D Systems Europe 53.8% 49.2% 52.8% 50.0%
Hematology 43.1% 43.2% 42.4% 42.5%
Consolidated gross margin 80.0% 77.9% 79.4% 77.5%
Biotechnology gross margins as a percentage of net sales for the quarter and
nine months ended March 31, 2007 of 80.4% and 80.3% increased from the prior
year primarily due to changes in product mix. Biotechnology gross margins
were also affected by the sale of inventory acquired from Fortron and
BiosPacific in fiscal 2006, which was valued at fair market under purchase
accounting. Included in cost of sales for the quarters ended March 31, 2007
and 2006 were $100,000 and $397,000, respectively, related to the sale of
acquired inventory. Included in cost of sales for the nine months ended
March 31, 2007 and 2006 were $455,000 and $1.3 million, respectively, related
to the sale of acquired inventory. As of March 31, 2007, the total acquired
inventory value has been expensed.
R&D Europe's gross margin percentages for the quarter and nine months ended
March 31, 2007 were greater than the comparable prior-year periods 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 and nine
months ended March 31, 2007 and 2006 were not material.
12
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the quarter and nine months
ended March 31, 2007, increased $328,000 (4.7%) and $1.8 million (8.4%),
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
----------------- -----------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- --------
Biotechnology $ 4,166 $ 4,199 $ 12,843 $ 12,032
R&D Europe 2,112 1,879 6,537 5,720
Hematology 431 441 1,268 1,249
Corporate 520 382 2,478 2,334
-------- -------- -------- --------
Total selling, general and
administrative expenses $ 7,229 $ 6,901 $ 23,126 $ 21,335
======== ======== ======== ========
Biotechnology selling, general and administrative expenses decreased
approximately $33,000 (0.8%) for the quarter ended March 31, 2007 and
increased $811,000 (6.7%) for the nine months ended March 31, 2007,
respectively. The decrease for the quarter ended March 31, 2007 was mainly
due to a $115,000 decrease in profit sharing expense from the same prior-year
quarter. The increase for the nine months ended March 31, 2007 was mainly
due to a $528,000 increase in wages and benefits from the same prior-year
period as a result of additional sales, marketing and administrative
personnel and a $141,000 increase in profit sharing expense from the prior-
year period.
The increase in R&D Europe selling, general and administrative expenses of
$233,000 (12.4%) and $817,000 (14.3%) for the quarter and nine months ended
March 31, 2007, respectively, was primarily due to the change in exchange
rates from the prior year used to convert from British pound sterling to U.S.
dollars. In British pound sterling, R&D Europe selling, general and
administrative expenses increased 0.4% and 3.9% for the quarter and nine
months ended March 31, 2007, respectively.
Research and Development Expenses
Research and development expenses are composed of the following (in
thousands):
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- --------
Biotechnology $ 4,971 $ 4,593 $ 14,500 $ 13,529
Hematology 198 168 568 523
-------- -------- -------- --------
Total research and development expenses $ 5,169 $ 4,761 $ 15,068 $ 14,052
======== ======== ======== ========
Interest Expense
On October 31, 2006, the Company repaid its mortgage debt. Included in
interest expense for the nine months ended March 31, 2007 was a prepayment
penalty of $651,000 and $78,000 of unamortized loan origination fees.
Other Non-operating Expense and Income
Other non-operating expense and income consists mainly of foreign currency
transaction gains and losses, rental income, building expenses related to
rental property, and the Company's share of losses by equity method
investees.
13
QUARTER ENDED NINE MONTHS ENDED
----------------- -----------------
3/31/07 3/31/06 3/31/07 3/31/06
-------- -------- -------- --------
Foreign currency (gains) losses $ 42 $ (87) $ 63 $ (13)
Rental income (55) (287) (595) (966)
Real estate taxes, depreciation
and utilities 519 520 1,578 1,453
Hemerus Medical, LLC losses 119 83 369 247
Nephromics, LLC losses 142 -- 265 --
-------- -------- -------- --------
Total other non-operating
expense (income) $ 767 $ 229 $ 1,680 $ 721
======== ======== ======== ========
Through February 2006, the Company had a 10% equity interest in Hemerus
Medical, LLC (Hemerus). On March 1, 2006, the Company invested an additional
$750,000, increasing its ownership to 15% and on January 19, 2007, the
Company invested an additional $700,000, increasing its ownership to 18%. At
March 31, 2007, the Company's net investment in Hemerus was $3.3 million. The
Company accounts for its investment in Hemerus using the equity method of
accounting because Hemerus is a limited liability company. The Company has
financial exposure to the losses of Hemerus to the extent of its net
investment in that entity. 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 because
Nephromics is a limited liability company. At March 31, 2007, the Company's
net investment in Nephromics was $6.9 million. The Company has financial
exposure to any losses of Nephromics to the extent of its net investment in
that entity.
Income Taxes
Income taxes for the quarter and nine months ended March 31, 2007 were
provided at rates of 35.2% and 34.4%, respectively, of earnings before income
taxes compared to 34.7% and 34.0% for the quarter and nine months ended March
31, 2006, respectively. The income tax rate for the quarter ended March 31,
2007 increased from the prior year and from prior quarters as a result of
changes in state apportionment estimates. U.S. federal taxes have been
reduced by the credit for research and development expenditures, the benefit
for extraterritorial income through December 2006 and the manufacturer's
deduction available under the American Jobs Creation Act of 2004. Foreign
income taxes have been provided at rates that 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 approximately 33.5% to 34.5%.
Liquidity and Capital Resources
At March 31, 2007, cash and cash equivalents and available-for-sale
investments were $230.0 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.
14
Cash Flows From Operating Activities
The Company generated cash of $63.2 million from operating activities in the
first nine months of fiscal 2007 compared to $56.3 million in the first nine
months of fiscal 2006. The increase from the prior year was primarily due to
an increase in net earnings in the current year of $8.3 million, partially
offset by an increase in trade accounts receivable and inventories due to
increased sales.
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first nine months of fiscal
2007 and 2006 were $4.3 million and $2.8 million, respectively. Included in
capital expenditures for the first nine months of fiscal 2007 and 2006 were
$2.6 million and $1.2 million, respectively, for building renovation and
construction. The remaining capital additions in the first nine months of
fiscal 2007 and 2006 were for laboratory and computer equipment.
Expenditures for laboratory and computer equipment in the fourth quarter of
fiscal 2007 are expected to be approximately $1.0 million. The Company is
currently constructing additional laboratory space at its Minneapolis
facility. The additional construction cost is estimated at $5.4 million and
is expected to be completed in mid-fiscal 2008. These expenditures are
expected to be financed through currently available funds and cash generated
from operating activities.
During the nine months ended March 31, 2007, the Company purchased $34.2
million and had sales or maturities of $17.7 million of available-for-sale
investments. 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 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 and in January 2007, the Company invested an
additional $700,000 in Hemerus Medical, LLC, increasing it ownership
percentage to 18%. The investments were 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 $1.6 million and $12.4 million was received during the nine months
ended March 31, 2007 and 2006, respectively, from the exercise of stock
options. The Company also recognized excess tax benefits from stock option
exercises of $329,000 and $7.9 million for the nine months ended March 31,
2007 and 2006, respectively.
In the first nine 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.
In October 2006, the Company repaid its mortgage debt. The total payment of
$13.8 million included the mortgage principal balance, accrued interest and a
5% prepayment penalty of $651,000. 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.
15
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 significant 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.
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 ended June 30, 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.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities. The Statement permits entities to
choose to measure certain financial instruments at fair value. Unrealized
gains and losses on items for which the fair value option has been elected
are reported in earnings at each subsequent reporting date. SFAS No. 159 is
effective for the Company in fiscal 2009. The Company is currently evaluating
the impact of adopting SFAS No. 159, but it is not expected to have a
material impact on the Company's consolidated financial statements.
16
Forward Looking Information and Cautionary Statements
This filing contains forward-looking statements within the meaning of the
Private Litigation Reform Act. Forward-looking statements include those
regarding the Company's expectations as to compensation expense resulting
from stock option expensing, the effective tax rate, the sufficiency of
currently available funds for meeting the Company's needs and capital
expenditures. These statements involve risks and uncertainties that may
affect the actual results of operations. The following important factors,
among others, have affected and, in the future, could affect the Company's
actual results: the introduction and acceptance of new biotechnology and
hematology products, the levels and particular directions of research by the
Company's customers, the impact of the growing number of producers of
biotechnology research products and related price competition, 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, 2007, the Company had a professionally managed investment
portfolio of fixed income securities, excluding those classified as cash and
cash equivalents, of $100.4 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 $1.7 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, 2007 and 2006, the Company had $5.0 million and
$1.1 million, respectively, of dollar denominated intercompany debt at its
U.K. subsidiary. At March 31, 2007 and 2006, the U.K. subsidiary had
$732,000 and $729,000, 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 21,000 British pounds
($42,000) and 36,000 British pounds ($63,000) for the quarter and nine months
ended March 31, 2007, respectively. For the quarter and nine months ended
March 31, 2006, the Company's UK subsidiary recognized net foreign currency
gains of 50,000 British pounds ($87,000) and 8,000 British pounds ($13,000),
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.
17
ITEM 4 - CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934 (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 change 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
None.
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.
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, 2007:
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
---------- ------------ ---------- ------------------- ---------------------
1/1/07 -
1/31/07 0 -- 0 $6.8 million
2/1/07 -
2/28/07 0 -- 0 $6.8 million
3/1/07 -
3/31/07 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.
18
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, 2007 /s/ Thomas E. Oland
----------------------------------
President, Chief Executive Officer
May 9, 2007 /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