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, 2009, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to___________
__________________
Commission file number 0-17272
__________________
TECHNE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1427402
(State or other jurisdiction (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 registrants have submitted electronically
and posted on their corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(section 232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrants were required to submit and post such
files). Yes ( ) No ( )
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer a non-accelerated filer, or a smaller reporting company.
See definition of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer (X) Accelerated filer ( ) Non-accelerated filer ( )
Smaller reporting company ( )
Indicate by check mark whether the Registrant is a shell company (as defined
in Exchange Act Rule 12b-2). ( ) Yes (X) No
At May 6, 2009, 37,242,967 shares of the Company's Common Stock (par value
$.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
MARCH 31, 2009
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of
March 31, 2009 and June 30, 2008 3
Condensed Consolidated Statements of Earnings
for the Quarter and Nine Months Ended
March 31, 2009 and 2008 4
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended March 31, 2009 and 2008 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK 16
ITEM 4. CONTROLS AND PROCEDURES 17
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 18
ITEM 5. OTHER INFORMATION 18
ITEM 6. EXHIBITS 18
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)
3/31/09 6/30/08
-------- --------
ASSETS
Cash and cash equivalents $133,821 $166,992
Short-term available-for-sale investments 33,296 39,353
Trade accounts receivable, net 31,593 31,747
Other receivables 3,019 1,585
Inventories 10,749 9,515
Deferred income taxes 9,297 8,433
Prepaid expenses 900 808
-------- --------
Total current assets 222,675 258,433
-------- --------
Available-for-sale investments 66,925 87,384
Property and equipment, net 97,428 101,722
Goodwill 25,068 25,068
Intangible assets, net 3,244 3,964
Deferred income taxes 3,192 5,055
Investments in unconsolidated entities 22,458 24,749
Other assets 813 994
-------- --------
$441,803 $507,369
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 4,905 $ 4,343
Salaries, wages and related accruals 4,330 8,584
Other accounts payable and accrued expenses 2,306 1,768
Income taxes payable 3,373 5,544
-------- --------
Total current liabilities 14,914 20,239
-------- --------
Common stock, par value $.01 per share;
authorized 100,000,000; issued and outstanding
37,276,150 and 38,643,480, respectively 373 386
Additional paid-in capital 117,730 115,408
Retained earnings 331,336 359,208
Accumulated other comprehensive (loss) income (22,550) 12,128
-------- --------
Total stockholders' equity 426,889 487,130
-------- --------
$441,803 $507,369
======== ========
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
---------------- ------------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- -------- --------
Net sales $67,866 $69,522 $199,066 $189,651
Cost of sales 14,316 14,146 40,832 39,001
------- ------- -------- --------
Gross margin 53,550 55,376 158,234 150,650
------- ------- -------- --------
Operating expenses:
Selling, general and administrative 7,061 8,994 25,604 27,729
Research and development 5,809 5,839 17,565 16,582
Amortization of intangible assets 240 283 720 853
------- ------- -------- --------
Total operating expenses 13,110 15,116 43,889 45,164
------- ------- -------- --------
Operating income 40,440 40,260 114,345 105,486
------- ------- -------- --------
Other income (expense):
Interest income 1,504 3,155 6,596 9,405
Other non-operating expense, net (1,103) (423) (3,002) (1,565)
------- ------- -------- --------
Total other income 401 2,732 3,594 7,840
------- ------- -------- --------
Earnings before income taxes 40,841 42,992 117,939 113,326
Income taxes 13,200 13,402 38,083 37,025
------- ------- -------- --------
Net earnings $27,641 $29,590 $ 79,856 $ 76,301
======= ======= ======== ========
Earnings per share:
Basic $ 0.74 $ 0.76 $ 2.10 $ 1.94
Diluted $ 0.74 $ 0.76 $ 2.10 $ 1.94
Cash dividends per common share $ 0.25 $ -- $ 0.50 $ --
Weighted average common
shares outstanding:
Basic 37,427 39,000 37,986 39,296
Diluted 37,499 39,108 38,085 39,396
See notes to condensed consolidated financial statements.
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
NINE MONTHS ENDED
--------------------
3/31/09 3/31/08
--------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 79,856 $ 76,301
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 5,801 5,254
Deferred income taxes (260) (795)
Stock-based compensation expense 1,303 1,663
Excess tax benefit from stock option exercises (80) (409)
Losses by equity method investees 951 836
Other 380 224
Change in operating assets and operating liabilities:
Trade accounts and other receivables (2,858) (2,557)
Inventories (1,918) (1,565)
Prepaid expenses (146) (220)
Trade, other accounts payable and accrued expenses 1,272 (580)
Salaries, wages and related accruals (2,444) 1,427
Income taxes payable (826) 2,491
--------- ---------
Net cash provided by operating activities 81,031 82,070
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (3,204) (6,914)
Purchase of available-for-sale investments (40,473) (42,880)
Proceeds from sales of available-for-sale investments 39,318 25,055
Proceeds from maturities of available-for-
sale investments 29,590 18,898
Increase in other assets -- (608)
Increase in investments in unconsolidated entities -- (1,723)
Distribution from unconsolidated entity 1,340 --
--------- ---------
Net cash provided by (used in)
investing activities 26,571 (8,172)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 930 2,630
Excess tax benefit from stock option exercises 80 409
Purchase of common stock for stock bonus plans (1,681) (1,494)
Dividends paid (18,883) --
Repurchase and retirement of common stock (88,693) (47,807)
--------- ---------
Net cash used in financing activities (108,247) (46,262)
--------- ---------
Effect of exchange rate changes on cash (32,526) (272)
--------- ---------
Net (decrease) increase in cash and cash equivalents (33,171) 27,364
Cash and cash equivalents at beginning of period 166,992 135,485
--------- ---------
Cash and cash equivalents at end of period $ 133,821 $ 162,849
========= =========
See notes to condensed consolidated financial statements.
5
TECHNE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
A. BASIS OF PRESENTATION:
The interim unaudited condensed consolidated financial statements of Techne
Corporation and Subsidiaries (the Company) have been prepared in accordance
with accounting principles generally accepted in the United States of America
and with instructions to Form 10-Q and Article 10 of Regulation S-X. The
accompanying interim unaudited condensed consolidated financial statements
reflect all adjustments which are, in the opinion of management, necessary
for a fair presentation of the results for the interim periods presented. All
such adjustments are of a normal recurring nature.
A summary of significant accounting policies followed by the Company is
detailed in the Company's Annual Report on Form 10-K for fiscal 2008. The
Company follows these policies in preparation of the interim unaudited
condensed consolidated financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted. These interim unaudited condensed
consolidated financial statements should be read in conjunction with the
Company's Consolidated Financial Statements and Notes thereto for the fiscal
year ended June 30, 2008 included in the Company's Annual Report on Form 10-K
for fiscal 2008.
Certain consolidated balance sheet captions appearing in this interim report
are as follows (in thousands):
3/31/09 6/30/08
-------- --------
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable $ 31,905 $ 31,900
Less allowance for doubtful accounts 312 153
-------- --------
NET TRADE ACCOUNTS RECEIVABLE $ 31,593 $ 31,747
======== ========
INVENTORIES
Raw materials $ 4,720 $ 3,962
Supplies 148 123
Finished goods 5,881 5,430
-------- --------
TOTAL INVENTORIES $ 10,749 $ 9,515
======== ========
PROPERTY AND EQUIPMENT
Land $ 5,641 $ 5,608
Buildings and improvements 114,881 116,107
Laboratory equipment 24,193 22,826
Office equipment 4,894 4,856
-------- --------
149,609 149,397
Less accumulated depreciation and amortization 52,181 47,675
-------- --------
NET PROPERTY AND EQUIPMENT $ 97,428 $101,722
======== ========
INTANGIBLE ASSETS
Customer relationships $ 1,966 $ 1,966
Technology 3,483 3,483
Trade names 1,396 1,396
-------- --------
6,845 6,845
Less accumulated amortization 3,601 2,881
-------- --------
NET INTANGIBLE ASSETS $ 3,244 $ 3,964
======== ========
6
3/31/09 6/30/08
-------- --------
ACCUMULATED OTHER COMPREHENSIVE (LOSS) INCOME
Foreign currency translation adjustments ($23,050) $ 13,733
Unrealized gains (losses) on available-for-
sale investments 500 (1,605)
-------- --------
TOTAL ACCUMULATED OTHER COMPREHENSIVE
(LOSS) INCOME ($22,550) $ 12,128
======== ========
B. INVESTMENTS IN AUCTION-RATE SECURITIES:
At June 30, 2008, the Company held $8.7 million par value of investments in
auction-rate securities which were classified as long-term available-for-sale
investments. All of the Company's auction-rate securities were rated A or
above and consisted of specifically identifiable tax-free municipal revenue
bonds where the underlying credit could be specifically evaluated and rated.
At June 30, 2008, the Company determined that several of its investments in
auction-rate securities were temporarily impaired and reduced the value of
its auction-rate investments to $5.8 million. The reduction in value, net of
taxes, was reflected in accumulated other comprehensive income, a component
of stockholders' equity. In September 2008, the Company sold all of its
auction-rate securities at par value.
C. FAIR VALUE MEASUREMENTS:
In September 2006, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 157, "Fair Value
Measurements" ("SFAS 157"). SFAS 157 defines fair value, establishes a
framework for measuring fair value and expands disclosures about fair value
measurements. Effective July 1, 2008, the Company adopted the provisions of
SFAS 157 related to financial assets and liabilities, as well as other assets
and liabilities carried at fair value on a recurring basis. These provisions,
which have been applied prospectively, did not have a material impact on the
Company's consolidated financial statements. Certain other provisions of SFAS
157 related to other nonfinancial assets and liabilities will be effective
for the Company on July 1, 2009, and will be applied prospectively. The
adoption of the provisions of SFAS 157 related to other nonfinancial assets
and liabilities is not expected to have a material impact on the Company's
consolidated financial statement disclosures.
SFAS 157 defines three levels of inputs that may be used to measure fair
value and requires that the assets or liabilities carried at fair value be
disclosed by the input level under which they were valued. The input levels
defined under SFAS 157 are as follows:
Level 1: Quoted market prices in active markets for identical assets and
liabilities.
Level 2: Observable inputs other than defined in Level 1, such as quoted
prices for similar assets or liabilities; quoted prices in markets that are
not active; or other inputs that are observable or can be corroborated by
observable market data for substantially the full term of the assets or
liabilities.
Level 3: Unobservable inputs that are not corroborated by observable market
data.
The following table summarizes financial assets and liabilities that are
measured at fair value on a recurring basis as of March 31, 2009 (in
thousands):
Level 1
-------
Available-for-sale securities $100,221
7
D. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- -------- --------
Weighted average common shares
outstanding-basic 37,427 39,000 37,986 39,296
Dilutive effect of stock options
and warrants 72 108 99 100
------- ------- -------- --------
Weighted average common shares
outstanding-diluted 37,499 39,108 38,085 39,396
======= ======= ======== ========
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 75,000 and 61,000 for the quarter
and nine months ended March 31, 2009, respectively, and 41,000 for both the
quarter and nine months ended March 31, 2008.
E. SEGMENT INFORMATION:
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Systems Europe Ltd. (R&D
Europe), and hematology. The biotechnology segment consists of R&D Systems,
Inc. (R&D Systems) Biotechnology Division, BiosPacific, Inc. (BiosPacific)
and R&D Systems China Co. Ltd. (R&D China), which develop, manufacture and
sell biotechnology research and diagnostic products world-wide. R&D Europe
distributes Biotechnology Division products throughout Europe. The hematology
segment develops and manufactures hematology controls and calibrators for
sale world-wide.
Following is financial information relating to the Company's operating
segments (in thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- -------- --------
External sales
Biotechnology $45,139 $45,090 $131,608 $123,114
R&D Europe 18,293 20,226 54,518 54,702
Hematology 4,434 4,206 12,940 11,835
------- ------- -------- --------
Total consolidated net sales $67,866 $69,522 $199,066 $189,651
======= ======= ======== ========
Earnings before income taxes
Biotechnology $33,281 $32,246 $ 93,869 $ 86,687
R&D Europe 7,274 11,160 24,813 28,788
Hematology 1,692 1,175 4,387 3,185
Corporate and equity method investees (1,406) (1,589) (5,130) (5,334)
------- ------- -------- --------
Total earnings before income taxes $40,841 $42,992 $117,939 $113,326
======= ======= ======== ========
8
F. STOCK OPTIONS:
Option activity under the Company's stock option plans during the nine months
ended March 31, 2009 was as follows:
WEIGHTED WEGHTED
AVG. AVG. AGGREGATE
SHARES EXERCISE CONTRACTUAL INTRINSIC
(in 000's) PRICE LIFE (Yrs.) VALUE
-------- -------- ----------- ----------
Outstanding at June 30, 2008 372 $47.36
Granted 37 $66.16
Exercised (20) $47.46
Forfeited or expired -- --
---
Outstanding at March 31, 2009 389 $49.13 4.9 $3.3 million
===
Exercisable at March 31, 2009 360 $48.29 4.9 $3.3 million
===
No options were granted during the quarters ended March 31, 2009 and 2008.
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:
NINE MONTHS ENDED
------------------
3/31/09 3/31/08
-------- --------
Dividend yield -- --
Expected annualized volatility 24%-37% 24%-46%
Risk free interest rate 3.2%-3.5% 4.2%-4.6%
Expected life 8 years 7 years
Weighted average fair value of
options granted $30.26 $35.75
The Company declared and paid its first ever dividend during the quarter
ended December 31, 2008. As the Company had not established a practice of
paying dividends prior to the granting of options in the first half of fiscal
2009, an expected dividend yield of zero was used to estimate the fair value
of options granted in the first half of fiscal 2009. This assumption may be
subject to change for valuing future option grants if the Company continues
to pay dividends. 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, 2009 was $52,000 and $604,000, respectively. The
total intrinsic value of options exercised during the quarter and nine months
ended March 31, 2008 was $37,000 and $2.1 million, respectively. Stock
option exercises were satisfied through the issuance of new shares. The
total fair value of options vested during the nine months ended March 31,
2009 was $1.1 million. No options vested during the quarter ended March 31,
2009. The total fair value of options vested during the quarter and nine
months ended March 31, 2008 was $164,000 and $1.7 million, respectively.
9
Stock-based compensation cost of $63,000 and $1.3 million was included in
selling, general and administrative expense for the quarter and nine months
ended March 31, 2009, respectively. Stock-based compensation cost of $77,000
and $1.7 million was included in selling, general and administrative expense
for the quarter and nine months ended March 31, 2008, respectively.
Compensation cost is recognized using a straight-line method over the vesting
period and is net of estimated forfeitures. As of March 31, 2009, there was
$247,000 of total unrecognized compensation cost related to non-vested stock
options that will be expensed in fiscal years 2009 and 2010.
G. COMPREHENSIVE INCOME:
Comprehensive income and the components of other comprehensive income were as
follows (in thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- -------- --------
Net earnings $27,641 $29,590 $ 79,856 $ 76,301
Other comprehensive income:
Foreign currency translation
adjustments (2,142) 560 (36,783) (129)
Unrealized gain (loss) on
available-for-sale investments,
net of tax 662 (2,039) 2,105 (1,378)
------- ------- -------- --------
Comprehensive income $26,161 $28,111 $ 45,178 $ 74,794
======= ======= ======== ========
H. DIVIDENDS
The Company paid cash dividends of $0.25 per share in each of the second and
third quarters of fiscal 2009. Total cash dividends paid through March 31,
2009 were $18.9 million.
I. SUBSEQUENT EVENT
On April 28, 2009, the Company announced the payment of a $0.25 per share
cash dividend and a $60 million increase in the amount authorized for its
stock repurchase program. The dividend of approximately $9.3 million will be
payable May 22, 2009 to all common shareholders of record on May 8, 2009.
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, 2009 and 2008
Overview
TECHNE Corporation and Subsidiaries (the Company) are engaged in the
development, manufacture and sale of biotechnology products and hematology
calibrators and controls. These activities are conducted domestically through
its wholly-owned subsidiaries, Research and Diagnostic Systems, Inc (R&D
Systems) and BiosPacific, Inc. (BiosPacific). The Company distributes
biotechnology products in Europe through its wholly-owned U.K. subsidiary,
R&D Systems Europe Ltd. (R&D Europe). R&D Europe has a sales subsidiary, R&D
Systems GmbH, in Germany and a sales office in France. The Company
distributes biotechnology products in China through its wholly-owned
subsidiary, R&D Systems China, Co. Ltd. (R&D China).
10
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Europe and hematology.
The biotechnology segment consists of R&D Systems' Biotechnology Division,
BiosPacific and R&D China, which develop, manufacture and sell biotechnology
research and diagnostic products world-wide. R&D Europe distributes
Biotechnology Division products throughout Europe. The hematology segment
develops and manufactures hematology controls and calibrators for sale world-
wide.
Overall Results
Consolidated net earnings decreased 6.6% and increased 4.7% for the quarter
and nine months ended March 31, 2009, respectively, compared to the same
prior-year periods. Consolidated net sales and net earnings were unfavorably
affected by the strengthening of the U.S. dollar as compared to foreign
currencies in the second and third quarters of fiscal 2009. The unfavorable
impact on consolidated net sales of the change from the prior year in
exchange rates used to convert sales in foreign currencies (primarily British
pounds sterling and Euros) into U.S. dollars was $3.6 million and $6.4
million for the quarter and nine months ended March 31, 2009, respectively.
The unfavorable impact on consolidated net earnings of the change from the
prior year in exchange rates used to convert foreign currency financial
statements to U.S. dollars was $1.5 million and $3.3 million for the quarter
and nine months ended March 31, 2009, respectively. In the first nine months
of fiscal 2009, the Company generated cash of $81.0 million from operating
activities, paid cash of $88.7 million for the repurchase and retirement of
common stock, paid cash dividends of $18.9 million and had cash, cash
equivalents and available-for-sale investments of $234 million at March 31,
2009 compared to $294 million at June 30, 2008.
Net Sales
Consolidated net sales for the quarter and nine months ended March 31, 2009
were $67.9 million and $199.1 million, respectively, a decrease of $1.7
million (2.4%) and an increase of $9.4 million (5.0%), respectively, from the
quarter and nine months ended March 31, 2008. Excluding the effect of
changes in foreign currency exchange rates, consolidated net sales increased
2.9% and 8.3% for the quarter and nine months ended March 31, 2009,
respectively, from the comparable prior-year periods. Included in
consolidated net sales for the quarter and nine months ended March 31, 2009
was $1.3 million and $2.2 million, respectively, of sales of new
biotechnology products which had their first sale in fiscal 2009.
Biotechnology net sales increased $49,000 (0.1%) and $8.5 million (6.9%),
respectively, for the quarter and nine months ended March 31, 2009, primarily
from increased sales volume during the first half of the fiscal year. North
American sales to industrial pharmaceutical and biotechnology customers
declined approximately 5% during the third quarter of fiscal 2009.
Biotechnology sales to academic and Pacific Rim distributors grew about 3%
during the same period. The Company attributes the lower third quarter sales
growth rate to customer caution in a time of economic uncertainty.
R&D Europe net sales decreased $1.9 million (9.6%) and $184,000 (0.3%) for
the quarter and nine months ended March 31, 2009, respectively, from the
comparable prior-year periods. R&D Europe's net sales increased 8.5% and
11.3%, respectively, for the quarter and nine months ended March 31, 2009,
when measured at currency rates in effect in the comparable prior-year
period, mainly as a result of increased sales volume. Approximately 75% of
R&D Europe sales are in non-British pound sterling currencies (mainly Euro)
which had a favorable impact on consolidated net sales of approximately $3.3
million and $7.9 million, respectively, in the quarter and nine months ended
March 31, 2009 as a result of the change in exchange rates used to convert
sales in other currencies to British pounds sterling. This favorable impact
was offset by an unfavorable impact on consolidated net sales of
approximately $6.9 million and $14.3 million for the quarter and nine months
ended March 31, 2009, respectively, as a result of the change in exchange
rates used to convert British pound sterling to U.S. dollars.
11
Hematology sales increased $228,000 (5.4%) and $1.1 million (9.3%) for the
quarter and nine months ended March 31, 2009, respectively, compared to the
same prior-year periods, as a result of increased sales volume.
The Company has long-term targeted annual sales growth goals for each of its
business segments that it uses for internal planning purposes. The targeted
sales growth goals, which are based on historical sales growth, are 10%-12%
for biotechnology, 7%-9% for R&D Europe (in constant currency) and 1%-2% for
hematology. Based on the relative size of each segment, the consolidated
targeted annual growth goal is 8%-10%, excluding the effect of changes in
exchange rates. Actual results could vary materially from these long-term
goals, especially in specific quarters and periods due to general economic
conditions and other uncertainties and factors including those identified in
the Forward Looking and Cautionary Statements section below.
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED NINE MONTHS ENDED
---------------- ------------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- -------- --------
Biotechnology 79.4% 79.8% 79.3% 79.8%
R&D Europe 48.6% 56.9% 53.0% 56.1%
Hematology 47.6% 41.4% 45.1% 40.8%
Consolidated gross margin 78.9% 79.7% 79.5% 79.4%
Consolidated gross margins, as a percentage of consolidated net sales,
decreased from 79.7% for the quarter ended March 31, 2008 to 78.9% for the
quarter ended March 31, 2009. This decrease was primarily caused by lower
gross margins in Europe resulting from unfavorable exchange rates.
Consolidated gross margins, as a percentage of consolidated net sales
increased slightly from 79.4% for the nine months ended March 31, 2008 to
79.5% for the nine months ended March 31, 2009.
Selling, General and Administrative Expenses
Selling, general and administrative expenses were composed of the following
(in thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- -----------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- ------- -------
Biotechnology $ 4,262 $ 5,257 $14,821 $15,415
R&D Europe 1,714 2,311 6,091 7,172
Hematology 310 489 1,144 1,443
Corporate 775 937 3,548 3,699
------- ------- ------- -------
Total selling, general and
administrative expenses $ 7,061 $ 8,994 $25,604 $27,729
======= ======= ======= =======
Selling, general and administrative expenses for the quarter and nine months
ended March 31, 2009 decreased $1.9 million (21.5%) and $2.1 million (7.7%),
respectively, from the same prior-year periods. The decrease in selling,
general and administrative expenses from the comparable prior-year periods
were the result of the following (in thousands):
12
QUARTER NINE MONTHS
-------- -----------
Change in exchange rates to convert
foreign expenses to U.S. dollars ($ 651) ($1,538)
Reduction in profit sharing expense (1,326) (1,943)
Other, including annual wage, salary and
benefits increases 44 1,356
-------- ---------
($1,933) ($2,125)
======== =========
The reduction in profit sharing expense for the quarter and nine months ended
March 31, 2009 was directly related to the Company's results for the periods.
The Company's annual contribution to its profit sharing plans, in which all
qualified employees participate, is based on the percentage increase in sales
and after tax earnings from the prior year.
Research and Development Expenses
Research and development expenses were composed of the following (in
thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- -----------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- ------- -------
Biotechnology $ 5,622 $ 5,640 $16,982 $16,010
Hematology 187 199 583 572
------- ------- ------- -------
Total research and development expenses $ 5,809 $ 5,839 $17,565 $16,582
======= ======= ======= =======
Interest Income
Interest income decreased $1.6 million and $2.8 million for the quarter and
nine months ended March 31, 2009, respectively, from the comparable prior-
year periods, primarily as a result of lower rates of return on cash and
available-for-sale investments and, to a lesser extent to lower cash and
available-for-sale investment balances.
Other Non-operating Expense and Income
Other non-operating expense and income consists mainly of foreign currency
transaction gains and losses, rental income, building expenses related to
rental property, and the Company's share of losses by equity method
investees.
QUARTER ENDED NINE MONTHS ENDED
---------------- -----------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- ------- -------
Foreign currency (losses) gains ($ 239) $ 462 ($ 719) $ 779
Rental income 115 91 345 269
Real estate taxes, depreciation
and utilities (573) (633) (1,677) (1,777)
Losses by equity method investees (406) (343) (951) (836)
------- ------- ------- -------
Total other non-operating expense ($1,103) ($ 423) ($3,002) ($1,565)
======= ======= ======= =======
Income Taxes
Income taxes for both the quarter and nine months ended March 31, 2009 were
provided at rates of 32.3% of consolidated earnings before income taxes,
compared to 31.2% and 32.7% of consolidated earnings before income taxes for
the quarter and nine months ended March 31, 2008. Income tax expense for the
first nine months of fiscal 2009 benefited from the renewal of the U.S.
research and development credit. Included in income tax expense for the nine
months ended March 31, 2009 was a $354,000 credit for the January to June
2008 period. The effective rate in the quarter ended March 31, 2008, was
positively impacted by changes in state apportionment estimates. Foreign
income taxes have been provided at rates that approximate the tax rates in
the countries in which R&D Europe and R&D China operate. The Company expects
its fiscal 2009 effective income tax rate to range from approximately 32.0%
to 33.0%.
13
Liquidity and Capital Resources
At March 31, 2009, cash and cash equivalents and available-for-sale
investments were $234 million compared to $294 million at June 30, 2008.
Cash and cash equivalents at March 31, 2009 and June 30, 2008 included $100.4
million (70.0 million British pounds) and $116.6 million (58.5 million British
pounds), respectively, at R&D Europe. The Company believes it can meet its
future cash, working capital and capital addition requirements through
currently available funds, cash generated from operations and maturities or
sales of available-for-sale investments. The Company has an unsecured line of
credit of $750,000. The interest rate on the line of credit is at prime.
There were no borrowings on the line in the prior or current fiscal year.
Cash Flows From Operating Activities
The Company generated cash of $81.0 million from operating activities in the
first nine months of fiscal 2009 compared to $82.1 million in the first nine
months of fiscal 2008. The decrease from the prior year was primarily due to
a decrease in salary, wages and related accruals and income taxes payable
partially offset by an increase in consolidated net earnings in the current
year of $3.6 million.
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first nine months of fiscal
2009 and 2008 were $3.2 million and $6.9 million, respectively. Included in
capital expenditures for the first nine months of fiscal 2009 and 2008 was
$781,000 and $4.6 million for building renovation and construction,
respectively. The remaining capital additions in the first nine months of
fiscal 2009 and 2008 were for laboratory and computer equipment. Capital
expenditures in the remainder of fiscal 2009 are expected to be approximately
$3.0 million and are expected to be financed through currently available
funds and cash generated from operating activities.
During the nine months ended March 31, 2009, the Company purchased $40.5
million and had sales or maturities of $68.9 million of available-for-sale
investments. During the nine months ended March 31, 2008, the Company
purchased $42.9 million and had sales or maturities of $43.9 million of
available-for-sale investment. The Company's investment policy is to place
excess cash in bonds and other investments with maturities of less than three
years. The objective of this policy is to obtain the highest possible return
while minimizing risk and keeping the funds accessible.
During the nine months ended March 31, 2009, the Company received a $1.3
million distribution from its investment in Nephromics, LLC (Nephromics).
The Company accounts for its investment in Nephromics under the equity method
of accounting as Nephromics is a limited liability company. At March 31,
2009, the Company's net investment in Nephromics was $4.6 million.
During the nine months ended March 31, 2008, the Company invested an
additional $300,000 in Hemerus Medical, LLC and invested $1.4 million for a
19% interest in ACTGen, Inc., a development stage biotechnology company
located in Japan.
14
Cash Flows From Financing Activities
Cash of $930,000 and $2.6 million was received during the nine months ended
March 31, 2009 and 2008, respectively, from the exercise of stock options.
The Company also recognized excess tax benefits from stock option exercises
of $80,000 and $409,000 for the nine months ended March 31, 2009 and 2008,
respectively.
During the first nine months of fiscal 2009 and 2008, the Company purchased
22,637 and 23,641 shares of common stock, respectively, for its employee
stock bonus plans at a cost of $1.7 million and $1.5 million, respectively.
During the first nine months of fiscal 2009, the Company purchased and
retired approximately 1.4 million shares of common stock at a market value of
$88.9 million of which $88.7 million was disbursed prior to March 31, 2009.
During the first nine months of fiscal 2008, the Company purchased and
retired approximately 758,000 shares of common stock at a market value of
$49.3 million of which $47.8 million was disbursed prior to March 31, 2008.
During the nine months ended March 31, 2009, the Company paid cash dividends
of $18.9 million to all common shareholders. On April 28, 2009, the Company
announced the payment of an additional $0.25 per share cash dividend. The
dividend of approximately $9.3 million will be payable May 22, 2009 to all
common shareholders of record on May 8, 2009.
Contractual Obligations
There were no material changes outside the ordinary course of business in the
Company's contractual obligations during the nine months ended March 31,
2009.
Critical Accounting Policies
The Company's significant accounting policies are discussed in the Company's
Annual Report on Form 10-K for fiscal 2008. The application of certain of
these policies require judgments and estimates that can affect the results of
operations and financial position of the Company. Judgments and estimates
are used for, but not limited to, valuation of available-for-sale
investments, inventory valuation and allowances, impairment of goodwill,
intangibles and other long-lived assets and valuation of investments in
unconsolidated entities. There have been no significant changes in estimates
in fiscal 2009 which would require disclosure. There have been no changes to
the Company's policies in fiscal 2009.
Recent Accounting Pronouncements
In February 2008, the FASB amended SFAS 157 to defer the effective date of
SFAS 157 for all nonfinancial assets and liabilities that are not remeasured
at fair value on a recurring basis. As disclosed in Note C to the Condensed
Consolidated Financial Statements included in this Form 10-Q, the Company
partially adopted the provisions of SFAS 157 effective in the first quarter
of fiscal 2009. The Company expects to adopt the remaining provisions of SFAS
157 beginning in the first quarter of fiscal 2010. The adoption of the
provisions of SFAS 157 related to other nonfinancial assets and liabilities
is not expected to have a material impact on the consolidated financial
statements.
In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which
replaces SFAS No. 141. The statement retains the purchase method of
accounting for acquisitions, but requires a number of changes, including
changes in the way assets and liabilities are recognized in purchase
accounting. It also changes the recognition of assets acquired and
liabilities assumed arising from contingencies, requires the capitalization
of in-process research and development at fair value, and requires the
expensing of acquisition-related costs as incurred. SFAS No. 141R must be
applied to business combinations consummated by the Company subsequent to
December 15, 2008.
15
Forward Looking Information and Cautionary Statements
This quarterly report contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking
statements include those regarding the Company's expectations as to target
sales growth goals, the effective tax rate, the amount of capital
expenditures for the remainder of the fiscal year, the Company's adoption and
impact of recent accounting pronouncements and the sufficiency of currently
available funds for meeting the Company's needs. These statements involve
risks and uncertainties that may affect the actual results of operations.
The following important factors, among others, have affected and, in the
future, could affect the Company's actual results: the introduction and
acceptance of new biotechnology and hematology products, the levels and
particular directions of research by the Company's customers, the impact of
the growing number of producers of biotechnology research products and
related price competition, general economic conditions, the retention of
hematology OEM (private label) and proficiency survey business, the impact of
currency exchange rate fluctuations, the costs and results of research and
product development efforts of the Company and of companies in which the
Company has invested or with which it has formed strategic relationships, the
impact of governmental regulation and intellectual property litigation, the
recruitment and retention of qualified personnel, the success of our
expansion into China, the number of business or selling days in a period and
the success of financing efforts by companies in which the Company has
invested. For additional information concerning such factors, see the
Company's Annual Report on Form 10-K for fiscal 2008 as filed with the
Securities and Exchange Commission.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At March 31, 2009, the Company had an investment portfolio of fixed income
securities, excluding those classified as cash and cash equivalents, of
$100.2 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
(approximately 19% of consolidated net sales), the British pound sterling
(approximately 7% of consolidated net sales) and the Chinese yuan
(approximately 2% of consolidated net sales) to the U.S. dollar as the
financial position and operating results of the Company's foreign operations
are translated into U.S. dollars for consolidation. 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 $2.6 million effect on consolidated operating income
annually.
Month-end average exchange rates between the British pound sterling, euro and
Chinese yuan and the U.S. dollar, which have not been weighted for actual
sales volume in the applicable months in the periods, were as follows:
QUARTER ENDED NINE MONTHS ENDED
---------------- -----------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- ------- -------
British pound sterling $1.44 $1.99 $1.61 $2.02
Euro 1.29 1.53 1.36 1.46
Chinese yuan .146 .141 .146 .136
16
The Company's exposure to foreign exchange rate fluctuations also arises from
trade receivables and intercompany payables denominated in one currency in
the financial statements, but receivable or payable in another currency. At
March 31, 2009, the Company had the following trade receivable and
intercompany payables denominated in one currency but receivable or payable
in another currency (in thousands):
DENOMINATED U.S. DOLLAR
CURRENCY EQUIVALENT
----------- -----------
Accounts Receivable in:
Euros 958 Br. pounds $1,375
Other European currencies 797 Br. pounds $1,144
Intercompany Payable in:
Euros 295 Br. pounds $ 423
U.S. dollars 3,164 Br. pounds $4,540
U.S. dollars 3,595 Chinese yuan $ 525
All of the above balances are revolving in nature and are not deemed to be
long-term balances.
The Company's subsidiaries recognized net foreign currency gains and (losses)
as follows (in thousands):
QUARTER ENDED NINE MONTHS ENDED
---------------- -----------------
3/31/09 3/31/08 3/31/09 3/31/08
------- ------- ------- -------
In foreign currency:
R&D Europe (Br. pounds) (163) 230 (388) 407
R&D China (Chinese yuan) (8) 34 (1) (311)
In U.S. Dollars:
R&D Europe ($ 238) $ 457 ($ 719) $ 820
R&D China (1) 5 -- (41)
------ ----- ------ -----
( $239) $ 462 ($ 719) $ 779
====== ===== ====== =====
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.
ITEM 4 - CONTROLS AND PROCEDURES
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934 as amended (the "Exchange
Act")). Based on this evaluation, the principal executive officer and
principal financial officer concluded that the Company's disclosure controls
and procedures are effective to ensure that material information required to
be disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
There was no change in the Company's internal control over financial
reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange
Act) during the Company's most recently completed fiscal quarter that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
17
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
The Company is not engaged in any ongoing pending legal proceedings that the
Company believes is material to its operations.
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, 2008.
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, 2009:
Total Number Maximum Approximate
of Shares Dollar Value of
Total Purchased as Shares That May Yet
Number Average Part of Publicly Yet Be Purchased
of Shares Price Paid Announced Plans Under The Plans
Period Purchased Per Share or Programs or Programs
-------------- --------- ---------- ---------------- --------------------
1/1/09-1/31/09 0 $ -- 0 $19.8 million
2/1/09-2/28/09 55,044 $50.98 55,044 $17.0 million
3/1/09-3/31/09 158,447 $48.85 158,447 $9.3 million
In November 2007, the Company authorized a plan for the repurchase and
retirement of $150 million of its common stock. In April 2009, the Company
authorized an additional $60 million for its stock repurchase plan. The plan
does not have an expiration date.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS
None.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
See "exhibit index" following the signature page.
18
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 7, 2009 /s/ Thomas E. Oland
President, Chief Executive Officer
May 7, 2009 /s/ Gregory J. Melsen
Chief Financial Officer
EXHIBIT INDEX
TO
FORM 10-Q
TECHNE CORPORATION
Exhibit # Description
--------- -----------
31.1* Section 302 Certification
31.2* Section 302 Certification
32.1* Section 906 Certification
32.2* Section 906 Certification
___________
*Filed herewith