SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2008, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to___________
__________________
Commission file number 0-17272
__________________
TECHNE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1427402
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
614 MCKINLEY PLACE N.E. (612) 379-8854
MINNEAPOLIS, MN 55413 (Registrant's telephone number,
(Address of principal including area code)
executive offices) (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer 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 November 5, 2008, 38,022,759 shares of the Company's Common Stock (par
value $.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
SEPTEMBER 30, 2008
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of
September 30, 2008 and June 30, 2008 3
Condensed Consolidated Statements of Earnings
for the Quarter Ended September 30, 2008 and 2007 4
Condensed Consolidated Statements of Cash Flows
for the Quarter Ended September 30, 2008 and 2007 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 10
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK 15
ITEM 4. CONTROLS AND PROCEDURES 16
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS 16
ITEN 1A. RISK FACTORS 16
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES
AND USE OF PROCEEDS 17
ITEM 3. DEFAULTS UPON SENIOR SECURITIES 17
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS 17
ITEM 5. OTHER INFORMATION 17
ITEM 6. EXHIBITS 17
SIGNATURES 17
2
PART I. FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
(unaudited)
9/30/08 6/30/08
-------- --------
ASSETS
Cash and cash equivalents $162,071 $166,992
Short-term available-for-sale investments 34,108 39,353
Trade accounts receivable, net 32,296 31,747
Other receivables 1,672 1,585
Inventories 9,699 9,515
Deferred income taxes 8,767 8,433
Prepaid expenses 775 808
-------- --------
Total current assets 249,388 258,433
-------- --------
Available-for-sale investments 101,270 87,384
Property and equipment, net 100,100 101,722
Goodwill 25,068 25,068
Intangible assets, net 3,724 3,964
Deferred income taxes 4,032 5,055
Investments in unconsolidated entities 23,150 24,749
Other assets 936 994
-------- --------
$507,668 $507,369
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 4,808 $ 4,343
Salaries, wages and related accruals 4,085 8,584
Other accounts payable and accrued expenses 4,872 1,768
Income taxes payable 5,493 5,544
-------- --------
Total current liabilities 19,258 20,239
-------- --------
Common stock, par value $.01 per share;
authorized 100,000,000; issued and outstanding
38,446,081 and 38,643,480, respectively 384 386
Additional paid-in capital 116,373 115,408
Retained earnings 372,194 359,208
Accumulated other comprehensive (loss) income (541) 12,128
-------- --------
Total stockholders' equity 488,410 487,130
-------- --------
$507,668 $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
9/30/08 9/30/07
-------- --------
Net sales $ 69,324 $ 57,987
Cost of sales 13,086 12,104
-------- --------
Gross margin 56,238 45,883
-------- --------
Operating expenses:
Selling, general and administrative 8,840 8,090
Research and development 5,910 5,181
Amortization of intangible assets 240 288
-------- --------
Total operating expenses 14,990 13,559
-------- --------
Operating income 41,248 32,324
-------- --------
Other income (expense):
Interest income 2,887 2,998
Other non-operating expense, net (1,187) (569)
-------- --------
Total other income 1,700 2,429
-------- --------
Earnings before income taxes 42,948 34,753
Income taxes 14,355 11,681
-------- --------
Net earnings $ 28,593 $ 23,072
======== ========
Earnings per share:
Basic $ 0.74 $ 0.58
Diluted $ 0.74 $ 0.58
Weighted average common shares outstanding:
Basic 38,624 39,489
Diluted 38,747 39,587
See notes to condensed consolidated financial statements.
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
QUARTER ENDED
9/30/08 9/30/07
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 28,593 $ 23,072
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 1,921 1,692
Deferred income taxes (176) (192)
Stock-based compensation expense 102 170
Excess tax benefit from stock option exercises (66) (328)
Losses by equity method investees 259 257
Other 158 19
Change in operating assets and
operating liabilities:
Trade accounts and other receivables (2,099) (670)
Inventories (443) (490)
Prepaid expenses 5 (250)
Trade, other accounts payable and accrued expenses 758 397
Salaries, wages and related accruals (2,759) (1,139)
Income taxes payable 522 99
-------- --------
Net cash provided by operating activities 26,775 22,637
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (742) (3,230)
Purchase of available-for-sale investments (29,698) (19,190)
Proceeds from sales of available-for-sale investments 12,781 1,235
Proceeds from maturities of available-
for-sale investments 10,760 4,900
Increase in other assets -- (243)
Distribution from unconsolidated entity 1,340 --
-------- --------
Net cash used in investing activities (5,559) (16,528)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 797 2,319
Excess tax benefit from stock option exercises 66 328
Purchase of common stock for stock bonus plans (1,681) (1,494)
Repurchase and retirement of common stock (12,902) --
-------- --------
Net cash (used in) provided by financing
activities (13,720) 1,153
-------- --------
Effect of exchange rate changes on cash (12,417) 1,998
-------- --------
Net increase in cash and cash equivalents (4,921) 9,260
Cash and cash equivalents at beginning of period 166,992 135,485
-------- --------
Cash and cash equivalents at end of period $162,071 $144,745
======== ========
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 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 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 to Shareholders for
fiscal 2008.
Certain consolidated balance sheet captions appearing in this interim report
are as follows (in thousands):
9/30/08 6/30/08
-------- --------
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable $ 32,544 $ 31,900
Less allowance for doubtful accounts 248 153
-------- --------
NET TRADE ACCOUNTS RECEIVABLE $ 32,296 $ 31,747
======== ========
INVENTORIES
Raw materials $ 4,182 $ 3,962
Supplies 140 123
Finished goods 5,377 5,430
-------- --------
TOTAL INVENTORIES $ 9,699 $ 9,515
======== ========
PROPERTY AND EQUIPMENT
Land $ 5,458 $ 5,608
Buildings and improvements 115,655 116,107
Laboratory equipment 23,209 22,826
Office equipment 4,987 4,856
-------- --------
149,309 149,397
Less accumulated depreciation and amortization 49,209 47,675
-------- --------
NET PROPERTY AND EQUIPMENT $100,100 $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 3,121 2,881
-------- --------
NET INTANGIBLE ASSETS $ 3,724 $ 3,964
======== ========
ACCUMULATED OTHER COMPREHENSIVE INCOME
Foreign currency translation adjustments $ (398) $ 13,733
Unrealized losses on available-for-sale investments (143) (1,605)
-------- --------
TOTAL ACCUMULATED OTHER COMPREHENSIVE
(LOSS) INCOME $ (541) $ 12,128
======== ========
6
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 and no longer holds any auction-rate
securities.
C. FAIR VALUE MEASUREMENTS:
In September 2006, the Financials Accounting Standards Board (FASB) issued
Statement of Financials 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 position, results of operations or cash
flows. 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 consolidated financial position, results of
operations or cash flows of the Company.
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 September 30, 2008 (in
thousands):
Level 1
--------
Available-for-sale securities $135,378
7
D. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED
9/30/08 9/30/07
-------- --------
Weighted average common shares outstanding-basic 38,624 39,489
Dilutive effect of stock options and warrants 123 98
-------- --------
Weighted average common shares outstanding-diluted 38,747 39,587
======== ========
The dilutive effect of stock options and warrants in the above table excludes
all options for which the aggregate exercise proceeds exceeded the average
market price for the period. The number of potentially dilutive option
shares excluded from the calculation was 2,000 and 46,000 for the quarters
ended September 30, 2008 and 2007, respectively.
E. SEGMENT INFORMATION:
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Systems Europe Ltd. (R&D
Europe), and hematology. The biotechnology segment consists of R&D Systems,
Inc. (R&D Systems) Biotechnology Division, BiosPacific, Inc. (BiosPacific)
and R&D Systems China Co. Ltd. (R&D China), which develop, manufacture and
sell biotechnology research and diagnostic products world-wide. R&D Europe
distributes Biotechnology Division products throughout Europe. The hematology
segment develops and manufactures hematology controls and calibrators for
sale world-wide.
Following is financial information relating to the Company's operating
segments (in thousands):
QUARTER ENDED
9/30/08 9/30/07
-------- --------
External sales
Biotechnology $ 46,137 $ 38,881
R&D Europe 18,941 15,449
Hematology 4,246 3,657
-------- --------
Total consolidated net sales $ 69,324 $ 57,987
======== ========
Earnings before income taxes
Biotechnology $ 33,339 $ 27,367
R&D Europe 9,722 7,752
Hematology 1,350 870
Corporate and equity method investees (1,463) (1,236)
-------- --------
Total earnings before income taxes $ 42,948 $ 34,753
======== ========
8
F. STOCK OPTIONS:
Option activity under the Company's stock option plans during the quarter
ended September 30, 2008 was as follows:
WEIGHTED WEIGHTED
AVG. AVG. AGGREGATE
SHARES EXERCISE CONTRACTUAL INTRINSIC
(in 000's) PRICE LIFE (Yrs.) VALUE
---------- -------- ----------- ---------
Outstanding at June 30, 2008 372 $ 47.36
Granted 2 $ 79.41
Exercised (16) $ 48.73
Forfeited or expired -- --
----
Outstanding at September 30, 2008 358 $ 47.46 4.92 $8.8 million
====
Exercisable at September 30, 2008 328 $ 46.39 4.83 $8.5 million
====
The fair value of options granted under the Company's stock option plans were
estimated on the date of grant using the Black-Scholes option-pricing model
with the following assumptions used:
QUARTER ENDED
9/30/08 9/30/07
-------- --------
Dividend yield -- --
Expected annualized volatility 24% 24%-30%
Risk free interest rate 3.5% 4.5%-4.6%
Expected life 5 years 5 years
Weighted average fair value of options granted $21.67 $18.37
The Company had not paid cash dividends through September 30, 2008, therefore
an expected dividend yield of zero was used to estimate fair value of options
granted. The expected annualized volatility is based on the Company's
historical stock price over a period equivalent to the expected life of the
option granted. The risk-free interest rate is based on U.S. Treasury
constant maturity interest rate with a term consistent with the expected life
of the options granted. Separate groups of employees that have similar
historical exercise behavior with regard to option exercise timing and
forfeiture rates are considered separately in determining option fair value.
The total intrinsic value of options exercised during the quarters ended
September 30, 2008 and 2007 was $530,000 and $1.9 million, respectively.
Stock option exercises were satisfied through the issuance of new shares.
The total fair value of options vested during the quarters ended September
30, 2008 and 2007 was $39,000 and $51,000, respectively.
Stock-based compensation cost of $102,000 and $170,000 was included in
selling, general and administrative expense for the quarters ended September
30, 2008 and 2007, respectively. Compensation cost is recognized using a
straight-line method over the vesting period and is net of estimated
forfeitures. As of September 30, 2008, there was $373,000 of total
unrecognized compensation cost related to non-vested stock options that will
be expensed in fiscal years 2009 and 2010.
9
G. COMPREHENSIVE INCOME:
Comprehensive income and the components of other comprehensive income were as
follows (in thousands):
QUARTER ENDED
9/30/08 9/30/07
-------- --------
Net earnings $ 28,593 $ 23,072
Other comprehensive income:
Foreign currency translation adjustments (14,131) 2,217
Unrealized gain on available-for-sale
investments, net of tax 1,462 405
-------- --------
Comprehensive income $ 15,924 $ 25,694
======== ========
H. SUBSEQUENT EVENT
On October 23, 2008, the Company announced the payment of a $0.25 per share
cash dividend. The dividend of approximately $9.5 million will be payable
November 17, 2008 to all common shareholders of record on November 3, 2008.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations for the Quarters ended
September 30, 2008 and 2007
Overview
TECHNE Corporation and Subsidiaries (the Company) are engaged in the
development, manufacture and sale of biotechnology products and hematology
calibrators and controls. These activities are conducted domestically through
its wholly-owned subsidiaries, Research and Diagnostic Systems, Inc (R&D
Systems) and BiosPacific, Inc. (BiosPacific). The Company distributes
biotechnology products in Europe through its wholly-owned U.K. subsidiary,
R&D Systems Europe Ltd. (R&D Europe). R&D Europe has a sales subsidiary, R&D
Systems GmbH, in Germany and a sales office in France. The Company
distributes biotechnology products in China through its wholly-owned
subsidiary, R&D Systems China, Co. Ltd. (R&D China).
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Europe and hematology.
The biotechnology segment consists of R&D Systems' Biotechnology Division,
BiosPacific and R&D China, which develop, manufacture and sell biotechnology
research and diagnostic products world-wide. R&D Europe distributes
Biotechnology Division products throughout Europe. The hematology segment
develops and manufactures hematology controls and calibrators for sale world-
wide.
10
Overall Results
Consolidated net earnings increased 23.9% for the quarter ended September 30,
2008 compared to the quarter ended September 30, 2007. The primary reason for
the increase in consolidated net earnings was increased consolidated net
sales. Consolidated net sales for the quarter ended September 30, 2008
increased 19.6% from the same period in the prior year. Consolidated net
sales were favorably affected by the strength of foreign currencies as
compared to the U.S. dollar. The favorable impact on consolidated net sales
of the change from the prior year in exchange rates used to convert sales in
foreign currencies (primarily British pounds sterling and Euros) into U.S.
dollars was $648,000 for the quarter ended September 30, 2008. The
unfavorable impact on consolidated net earnings of the change from the prior
year in exchange rates (primarily British pounds sterling) used to convert
foreign currency financial statements to U.S. dollars was $310,000 for the
quarter ended September 30, 2008. The Company generated cash of $26.8
million from operating activities in the first quarter of fiscal 2009, paid
cash of $12.9 million for the repurchase and retirement of common stock in
the first quarter of fiscal 2009 and had cash, cash equivalents and
available-for-sale investments of $297 million at September 30, 2008 compared
to $294 million at June 30, 2008.
Net Sales
Consolidated net sales for the quarter ended September 30, 2008 were $69.3
million, an increase of $11.3 million (19.6%) from the quarter ended
September 30, 2007. The quarter ended September 30, 2008 included one more
selling day than the comparable prior-year quarter.
Biotechnology net sales increased $7.3 million (18.7%) for the quarter ended
September 30, 2008 primarily from increased sales volume. R&D Europe net
sales increased $3.5 million (22.6%) for the quarter ended September 30,
2008. R&D Europe's net sales increased 18.4% for the quarter ended September
30, 2008 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 currencies (mainly Euro) which
had a favorable impact on consolidated net sales of approximately $2.4
million in the quarter ended September 30, 2008 as a result of the change in
exchange rates used to convert sales in other currencies to British pounds
sterling. This favorable impact was partially offset by an unfavorable
impact on consolidated net sales of approximately $1.7 million as a result of
the change in exchange rates used to convert British pound sterling to U.S.
dollars. Hematology sales increased $589,000 (16.1%) for the quarter ended
September 30, 2008 as a result of increased sales volume. The timing of
shipments to certain customers positively impacted Hematology sales results
during the quarter ended September 30, 2008 and the Company believes this
will likely reduce the Hematology sales growth rate in the quarter ended
December 31, 2008 as compared to the comparable prior-year quarter.
The Company has long-term targeted annual sales growth goals for each of its
business segments. 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 and current market conditions, the consolidated targeted
annual growth goal is 8%-10%, excluding the effect of changes in exchange
rates.
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED
9/30/08 9/30/07
-------- --------
Biotechnology 81.0% 80.2%
R&D Europe 58.1% 54.6%
Hematology 44.2% 38.2%
Consolidated gross margin 81.1% 79.1%
Consolidated gross margins, as a percentage of consolidated net sales,
increased from 79.1% for the quarter ended September 30, 2007 to 81.1% for
the quarter ended September 30, 2008. The increase in gross margins was due
to higher sales volume on relatively fixed costs and higher margins in Europe
due primarily to favorable exchange rates.
11
Selling, General and Administrative Expenses
Selling, general and administrative expenses decreased to 12.8% of
consolidated net sales for the quarter ended September 30, 2008 from 14.0%
for the quarter ended September 30, 2007. Selling, general and
administrative expenses for the quarter ended September 30, 2008 increased
$750,000 million (9.3%) from the same period of last year. Selling, general
and administrative expenses were composed of the following (in thousands):
QUARTER ENDED
9/30/08 9/30/07
-------- --------
Biotechnology $ 5,141 $ 4,624
R&D Europe 2,283 2,262
Hematology 436 467
Corporate 980 737
-------- --------
Total selling, general and administrative expenses $ 8,840 $ 8,090
======== ========
The increase in Biotechnology selling, general and administrative expenses
from the comparable prior-year period was the result of annual wage and
salary increases. The increase in corporate expenses from the prior-year
period was the result of increased legal costs of $276,000 due to on-going
patent interference and infringement litigation.
Research and Development Expenses
Research and development expenses were composed of the following (in
thousands):
QUARTER ENDED
9/30/08 9/30/07
-------- --------
Biotechnology $ 5,717 $ 5,002
Hematology 193 179
-------- --------
Total research and development expenses $ 5,910 $ 5,181
======== ========
The increase in Biotechnology research and development expenses was primarily
due to additional research personnel added during fiscal 2008 and annual wage
and salary increases from the comparable prior-year period.
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
9/30/08 9/30/07
-------- --------
Foreign currency (losses) gains $ (474) $ 164
Rental income 99 67
Real estate taxes, depreciation and utilities (553) (544)
Losses by equity method investees (259) (256)
-------- --------
Total other non-operating expense $ (1,187) $ (569)
======== ========
12
Income Taxes
Income taxes for the quarter ended September 30, 2008 and 2007 were provided
at rates of 33.4% and 33.6%, respectively, of consolidated earnings before
income taxes. As a result of the recent renewal of the U.S. research and
development credit, income tax expense in the second quarter of fiscal 2008
will include a credit for the January to June 2008 period in addition to a
credit for the current-year six month period. 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. Including the increased research and
development credit and without other significant business developments, the
Company expects its fiscal 2009 effective income tax rate to range from
approximately 32.5% to 33.5%.
Liquidity and Capital Resources
At September 30, 2008, cash and cash equivalents and available-for-sale
investments were $297 million compared to $294 million at June 30, 2008. The
Company believes it can meet its future cash, working capital and capital
addition requirements through currently available funds, cash generated from
operations and maturities of available-for-sale investments. The Company has
an unsecured line of credit of $750,000. The interest rate on the line of
credit is at prime. There were no borrowings on the line in the prior or
current fiscal year.
Cash Flows From Operating Activities
The Company generated cash of $26.8 million from operating activities in the
first quarter of fiscal 2009 compared to $22.6 million in the first quarter
of fiscal 2008. The increase from the prior year was primarily due to an
increase in consolidated net earnings in the current year of $5.5 million.
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first quarter of fiscal 2009
and 2008 were $742,000 and $3.2 million, respectively. The capital additions
in the first quarter of fiscal 2009 were mainly for laboratory and computer
equipment. Included in capital expenditures for the first quarter of fiscal
2008 was $2.7 million for building renovation and construction. The
remaining capital additions in the first quarter of fiscal 2008 were for
laboratory and computer equipment. Capital expenditures in the remainder of
fiscal 2009 are expected to be approximately $5.6 million and are expected to
be financed through currently available funds and cash generated from
operating activities.
During the quarter ended September 30, 2008, the Company purchased $29.7
million and had sales or maturities of $23.5 million of available-for-sale
investments. During the quarter ended September 30, 2007, the Company
purchased $19.2 million and had sales or maturities of $6.1 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.
During the quarter ended September 30, 2008, 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 September 30,
2008, the Company's net investment in Nephromics was $4.8 million.
13
Cash Flows From Financing Activities
Cash of $797,000 and $2.3 million was received during the quarters ended
September 30, 2008 and 2007, respectively, from the exercise of stock
options. The Company also recognized excess tax benefits from stock option
exercises of $66,000 and $328,000 for the quarters ended September 30, 2008
and 2007, respectively.
During the first quarter 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 quarter of fiscal 2009, the Company purchased and retired
approximately 214,000 shares of common stock at a market value of $15.6
million of which $12.9 million was disbursed prior to September 30, 2008.
Subsequent to September 30, 2008, and through the date of this report, the
Company has repurchased an additional 423,000 shares for approximately $28.4
million.
On October 23, 2008, the Company announced the payment of a $0.25 per share
cash dividend. The dividend of approximately $9.5 million will be payable
November 17, 2008 to all common shareholders of record on November 3, 2008.
Contractual Obligations
There were no material changes outside the ordinary course of business in the
Company's contractual obligations during the quarter ended September 30,
2008.
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
position, results of operations or cash flows of the Company.
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 the 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 prospectively to business combinations consummated by the Company
beginning in fiscal 2010.
14
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 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, 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 and
the success of financing efforts by companies in which the Company has
invested. For additional information concerning such factors, see the
Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At September 30, 2008, the Company had an investment portfolio of fixed
income securities, excluding those classified as cash and cash equivalents,
of $135 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 17% of consolidated net sales), the British pound sterling
(approximately 8% of consolidated net sales) and the Chinese yuan
(approximately 1% 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.
The Company's exposure to foreign exchange rate fluctuations also arises from
transferring funds from the U.K. and Chinese subsidiaries to the U.S.
subsidiary and from transferring funds from the German subsidiary and French
sales office to the U.K. subsidiary. At September 30, 2008 and 2007, the
Company had $3.4 million and $3.2 million, respectively, of dollar
denominated intercompany debt at its U.K. subsidiary. At September 30, 2008
and 2007, the Company had $316,000 and $119,000, respectively, of dollar
denominated intercompany debt at its Chinese subsidiary. At September 30,
2008 and 2007, the U.K. subsidiary had $613,000 and $481,000, 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.
15
The Company's subsidiaries recognized net foreign currency gains and (losses)
as follows (in thousands):
QUARTER ENDED
9/30/08 9/30/07
-------- --------
In foreign currency
R&D Europe (British pound sterling) (260) 96
R&D China (Chinese yuan) 17 (255)
In U.S. Dollars
R&D Europe $ (476) $ 198
R&D China 2 (34)
-------- --------
$ (474) $ 164
======== ========
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 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
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.
16
ITEM 2 - UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table sets forth the repurchases of Company common stock for
the quarter ended September 30, 2008:
Maximum
Total Number Approximate
Of Shares Dollar Value
Purchased as of Shares that
Average Part of May Yet Be
Total Number Price Publicly Purchased Under
Of Shares Paid Announced Plans the Plans
Period Purchased Per Share or Programs or Programs
------------------ ------------ --------- --------------- ---------------
07/1/08 - 07/31/08 0 -- -- $98.1 million
08/1/08 - 08/31/08 3,400 $76.77 3,400 $97.9 million
09/1/08 - 09/30/08 232,986 $73.09 210,349 $82.5 million
In November 2007, the Company authorized a plan for the repurchase and
retirement of $150 million of its common stock. The plan does not have an
expiration date.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS
a. The Annual Meeting of the Company's shareholders was held on Thursday,
October 23, 2008.
b. A proposal to set the number of directors as eight was adopted by a
vote of 38,810,032 in favor with 147,790 shares against, and 68,884
shares abstaining. There were no broker non-votes.
c. Proxies for the Annual Meeting were solicited pursuant to Regulation
14A under the Securities Exchange Act of 1934. There was no
solicitation in opposition to management's nominees as listed in the
Proxy Statement, and all such nominees were elected as follows:
Nominee For Withheld
------------------- ------------- ---------
Thomas E. Oland 36,772,606 254,100
Roger C. Lucas 36,664,519 362,187
Howard V. O'Connell 34,764,069 2,262,637
G. Arthur Herbert 36,084,383 942,323
Randolph C. Steer 36,091,163 935,543
Robert V. Baumgartner 36,092,259 934,447
Charles A. Dinarello 36,789,600 237,106
Karen A. Holbrook 36,788,766 237,940
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
See "exhibit index" following the signature page.
17
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)
November 7, 2008 /s/ Thomas E. Oland
--------------------------------
President, Chief Executive Officer
November 7, 2008 /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
18