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 December 31, 2006, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to___________
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Commission file number 0-17272
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TECHNE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1427402
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
614 MCKINLEY PLACE N.E. (612) 379-8854
MINNEAPOLIS, MN 55413 (Registrant's telephone number,
(Address of principal (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 February 5, 2007, 39,420,327 shares of the Company's Common Stock (par
value $.01) were outstanding.
TECHNE CORPORATION
FORM 10-Q
DECEMBER 31, 2006
INDEX
PAGE NO.
--------
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (unaudited)
Condensed Consolidated Balance Sheets as of December
31, 2006 and June 30, 2006 3
Condensed Consolidated Statements of Earnings for the
Quarters and Six Months Ended December 31, 2006 and 2005 4
Condensed Consolidated Statements of Cash Flows for the
Six Months Ended December 31, 2006 and 2005 5
Notes to Condensed Consolidated Financial Statements 6
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS 11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 17
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)
12/31/06 6/30/06
-------- --------
ASSETS
Cash and cash equivalents $102,558 $ 89,634
Short-term available-for-sale investments 23,751 19,212
Trade accounts receivable, net 22,923 23,769
Other receivables 1,355 1,309
Inventories 9,210 9,024
Deferred income taxes 6,681 6,121
Prepaid expenses 745 753
-------- --------
Total current assets 167,223 149,822
Available-for-sale investments 80,205 77,660
Property and equipment, net 90,045 88,772
Goodwill, net 25,308 25,308
Intangible assets, net 5,907 6,713
Deferred income taxes 4,637 4,638
Investments 24,059 17,195
Other assets 258 404
-------- --------
$397,642 $370,512
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Trade accounts payable $ 3,133 $ 3,627
Salaries, wages and related accruals 4,091 5,148
Other accounts payable and accrued expenses 2,527 1,833
Income taxes payable 2,409 6,129
Current portion of long-term debt -- 1,229
-------- --------
Total current liabilities 12,160 17,966
Long-term debt, less current portion -- 12,198
-------- --------
Total liabilities 12,160 30,164
-------- --------
Commitments and contingencies
Common stock, par value $.01 per share;
authorized 100,000,000; issued and outstanding
39,391,287 and 39,376,782, respectively 394 394
Additional paid-in capital 103,808 101,941
Retained earnings 270,623 232,328
Accumulated other comprehensive income 10,657 5,685
-------- --------
Total stockholders' equity 385,482 340,348
-------- --------
$397,642 $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 SIX MONTHS ENDED
------------------ ------------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Net sales $ 52,509 $ 48,029 $104,860 $ 95,738
Cost of sales 10,714 10,695 21,951 21,791
-------- -------- -------- --------
Gross margin 41,795 37,334 82,909 73,947
Operating expenses:
Selling, general and administrative 8,830 7,980 15,897 14,434
Research and development 5,044 4,574 9,899 9,291
Amortization of intangible assets 404 492 807 984
-------- -------- -------- --------
Total operating expenses 14,278 13,046 26,603 24,709
-------- -------- -------- --------
Operating income 27,517 24,288 56,306 49,238
-------- -------- -------- --------
Other expense (income):
Interest expense 815 238 1,083 461
Interest income (1,956) (1,130) (3,632) (2,104)
Other non-operating expense, net 428 281 913 492
-------- -------- -------- --------
Total other income (713) (611) (1,636) (1,151)
-------- -------- -------- --------
Earnings before income taxes 28,230 24,899 57,942 50,389
Income taxes 9,567 8,385 19,648 16,874
-------- -------- -------- --------
Net earnings $ 18,663 $ 16,514 $ 38,294 $ 33,515
======== ======== ======== ========
Earnings per share:
Basic $ 0.47 $ 0.42 $ 0.97 $ 0.86
Diluted $ 0.47 $ 0.42 $ 0.97 $ 0.84
Weighted average common shares outstanding:
Basic 39,387 38,877 39,383 38,815
Diluted 39,511 39,761 39,483 39,730
See notes to condensed consolidated financial statements.
4
TECHNE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)
SIX MONTHS ENDED
-------------------
12/31/06 12/31/05
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 38,294 $ 33,515
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 3,386 3,450
Deferred income taxes (551) (915)
Stock-based compensation expense 1,229 1,376
Excess tax benefit from stock option exercises (108) (1,480)
Losses by equity method investees 373 164
Other 110 126
Change in operating assets and operating
liabilities, net of acquisitions:
Trade accounts and other receivables 1,291 1,524
Inventories (290) 77
Prepaid expenses 25 129
Trade, other accounts payable and
accrued expenses (640) 365
Salaries, wages and related accruals 147 (70)
Income taxes payable (3,774) 1,165
-------- --------
Net cash provided by operating activities 39,492 39,426
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (3,807) (1,628)
Purchase of available-for-sale investments (17,200) (26,910)
Proceeds from sales of available-for-sale
investments 3,119 12,100
Proceeds from maturities of available-for-sale
investments 8,145 6,080
Increase in investments (7,200) --
Acquisitions, net of cash acquired -- (19,587)
-------- --------
Net cash used in investing activities (16,943) (29,945)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 530 7,520
Excess tax benefit from stock option exercises 108 1,480
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) (598)
-------- --------
Net cash used in financing activities (14,011) (18,871)
-------- --------
Effect of exchange rate changes on cash 4,386 (2,226)
-------- --------
Net increase (decrease) in cash and cash equivalents 12,924 (11,616)
Cash and cash equivalents at beginning of period 89,634 80,344
-------- --------
Cash and cash equivalents at end of period $102,558 $ 68,728
======== ========
See notes to condensed consolidated financial statements.
5
TECHNE CORPORATION & SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)
A. BASIS OF PRESENTATION:
The unaudited condensed consolidated financial statements of Techne
Corporation and subsidiaries (the Company) have been prepared in accordance
with accounting principles generally accepted in the United States of America
and with instructions to Form 10-Q and Article 10 of Regulation S-X. The
accompanying unaudited condensed consolidated financial statements reflect
all adjustments which are, in the opinion of management, necessary to a fair
presentation of the results for the interim periods presented. All such
adjustments are of a normal recurring nature.
A summary of significant accounting policies followed by the Company is
detailed in the Company's Annual Report on Form 10-K for fiscal 2006. The
Company follows these policies in preparation of the interim unaudited
condensed consolidated financial statements. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted. These unaudited condensed consolidated
financial statements should be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto for the fiscal year ended
June 30, 2006 included in the Company's Annual Report to Shareholders for
fiscal 2006.
Recent Accounting Pronouncements:
In May 2005, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and
Error Corrections. The Statement replaces APB Opinion No. 20, Accounting
Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
Statements. SFAS No. 154 requires companies to apply voluntary changes in
accounting principles retrospectively whenever practicable. The requirement
is effective for the Company beginning in fiscal 2007. Adoption of the
Statement did not have an impact on the Company's prior consolidated
financial statements as it is prospective in nature.
In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.
FIN 48 requires disclosures of additional quantitative and qualitative
information regarding uncertain tax positions taken for tax-return purposes
that have not been recognized for financial reporting, along with analysis of
significant changes during each period. The Interpretation is effective for
the Company in fiscal 2008. The Company is currently evaluating the
provisions of FIN 48, but it is not expected to have a material impact on the
Company's consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The
Statement establishes a single authoritative definition of fair value, sets
out a framework for measuring fair value, and requires additional disclosures
about fair value measurements. SFAS No. 157 applies only to fair value
measurements that are already required or permitted by other accounting
standards and is effective for the Company in fiscal 2009. The Company is
currently evaluating the impact of adopting SFAS No. 157, but it is not
expected to have a material impact on the Company's consolidated financial
statements.
In September 2006, the Securities and Exchange Commission released Staff
Accounting Bulletin 108 (SAB 108). SAB 108 provides interpretative guidance
on how the effects of the carryover or reversal of prior year misstatements
should be considered in quantifying a current year misstatement. SAB 108 is
effective for the Company for fiscal year 2007. The Company is currently
evaluating the impact of adopting SAB 108, but it is not expected to have a
material impact on the Company's consolidated financial statements.
6
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):
12/31/06 6/30/06
-------- --------
TRADE ACCOUNTS RECEIVABLE
Trade accounts receivable $ 23,050 $ 23,889
Less allowance for doubtful accounts 127 120
-------- --------
NET TRADE ACCOUNTS RECEIVABLE $ 22,923 $ 23,769
======== ========
INVENTORIES
Raw materials $ 3,744 $ 3,561
Supplies 148 119
Finished goods 5,318 5,344
-------- --------
TOTAL INVENTORIES $ 9,210 $ 9,024
======== ========
PROPERTY AND EQUIPMENT
Land $ 4,214 $ 4,214
Buildings and improvements 100,017 88,399
Building construction in progress 593 9,965
Laboratory equipment 20,523 19,473
Office equipment 4,177 3,711
Leasehold improvements 912 843
-------- --------
130,436 126,605
Less accumulated depreciation and amortization 40,391 37,833
-------- --------
NET PROPERTY AND EQUIPMENT $ 90,045 $ 88,772
======== ========
GOODWILL $ 51,614 $ 51,614
Less accumulated amortization 26,306 26,306
-------- --------
NET GOODWILL $ 25,308 $ 25,308
======== ========
INTANGIBLE ASSETS
Customer relationships $ 20,200 $ 20,200
Technology 4,213 4,213
Trade names and trademarks 1,396 1,396
Supplier relationships 14 14
-------- --------
25,823 25,823
Less accumulated amortization 19,916 19,110
-------- --------
NET INTANGIBLE ASSETS $ 5,907 $ 6,713
======== ========
ACCUMULATED OTHER COMPREHENSIVE INCOME:
Foreign currency translation adjustments $ 10,972 $ 6,521
Unrealized losses on available-for-sale investments (315) (836)
-------- --------
TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME $ 10,657 $ 5,685
======== ========
7
B. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows (in
thousands):
QUARTER ENDED SIX MONTHS ENDED
----------------- -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Weighted average common shares
outstanding-basic 39,387 38,887 39,383 38,815
Dilutive effect of forward contract -- 474 -- 497
Dilutive effect of stock options
and warrants 124 410 100 418
-------- -------- -------- --------
Weighted average common shares
outstanding-diluted 39,511 39,761 39,483 39,730
======== ======== ======== ========
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 and 37,000 for the quarter and
six months ended December 31, 2006, respectively, and 1,000 and 6,000,
respectively, for the same prior-year periods.
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.
Following is financial information relating to the Company's operating
segments (in thousands):
QUARTER ENDED SIX MONTHS ENDED
----------------- -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
External sales
Biotechnology $ 33,426 $ 31,142 $ 69,348 $ 63,442
R&D Systems Europe 15,257 13,106 28,184 24,981
Hematology 3,826 3,781 7,328 7,315
-------- -------- -------- --------
Total external sales 52,509 48,029 104,860 95,738
Intersegment sales - Biotechnology 6,647 6,555 12,346 11,854
-------- -------- -------- --------
Total sales 59,156 54,584 117,206 107,592
Less intersegment sales (6,647) (6,555) (12,346) (11,854)
-------- -------- -------- --------
Total consolidated net sales $ 52,509 $ 48,029 $104,860 $ 95,738
======== ======== ======== ========
8
QUARTER ENDED SIX MONTHS ENDED
----------------- -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Earnings before income taxes
Biotechnology $ 22,978 $ 20,418 $ 47,446 $ 41,176
R&D Systems Europe 6,592 5,019 11,942 9,819
Hematology 1,145 1,103 2,052 2,000
Corporate and other (2,485) (1,641) (3,498) (2,606)
-------- -------- -------- --------
Total earnings before income taxes $ 28,230 $ 24,899 $ 57,942 $ 50,389
======== ======== ======== ========
D. STOCK OPTIONS:
Option activity under the Company's stock option plans during the six months
ended December 31, 2006 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 33 55.53
Exercised (14) 36.55
Forfeited or expired -- --
------ ------
Outstanding at December 31, 2006 440 40.22 4.75 $6.7 million
====== ======
Exercisable at December 31, 2006 413 $40.05 4.67 $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 SIX MONTHS ENDED
------------------ -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Dividend yield -- -- -- --
Expected annualized volatility 47% 50% 31%-47% 37%-53%
Risk free interest rate 4.7% 4.3%-4.4% 4.7%-5.1% 4.0%-4.4%
Expected life 8 years 7 years 7 years 6 years
Weighted average fair value
of options granted $32.46 $30.35 $31.12 $30.03
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 six
months ended December 31, 2006 was $199,000 and $254,000, respectively. The
total intrinsic value of options exercised during the quarter and six months
ended December 31, 2005 was $265,000 and $5.5 million, respectively. Stock
option exercises are satisfied through the issuance of new shares. The total
fair value of options vested during the quarter and six months ended December
31, 2006 was $1.3 million and $1.4 million, respectively. The total fair
value of options vested during the quarter and six months ended December 31,
2005 was $1.6 million and $1.7 million, respectively.
9
Stock-based compensation cost of $1.1 million and $1.2 million was included
in selling, general and administrative expense for the quarter and six months
ended December 31, 2006, respectively. Stock-based compensation cost of $1.1
million and $1.4 million was included in selling, general and administrative
expense for the quarter and six months ended December 31, 2005, respectively.
Compensation cost is recognized using a straight-line method over the vesting
period and is net of estimated forfeitures. As of December 31, 2006, there
was $169,000 of total unrecognized compensation cost related to nonvested
stock options which will be expensed over fiscal years 2007 through 2009.
E. COMPREHENSIVE INCOME:
Comprehensive income and the components of other comprehensive income (loss)
were as follows (in thousands):
QUARTER ENDED SIX MONTHS ENDED
----------------- -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Net earnings $ 18,663 $ 16,514 $ 38,294 $ 33,515
Other comprehensive gain (loss),
net of tax effect:
Foreign currency translation
adjustments 3,645 (1,481) 4,451 (2,370)
Unrealized gain (loss) on
available-for-sale investments (55) (93) 521 (169)
-------- -------- -------- --------
Comprehensive income $ 22,253 $ 14,940 $ 43,266 $ 30,976
======== ======== ======== ========
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 corporation.
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.
10
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations for the Quarter and Six Months Ended December 31, 2006
and the Quarter and Six Months Ended December 31, 2005
Overview
TECHNE Corporation (the Company) has two operating subsidiaries: Research and
Diagnostic Systems, Inc. (R&D Systems) and R&D Systems Europe Ltd. (R&D
Europe). R&D Systems, located in Minneapolis, Minnesota, has two divisions:
its Biotechnology Division and its Hematology Division. The Biotechnology
Division develops and manufactures purified cytokines (proteins), antibodies
and assay kits which are sold to biomedical researchers and clinical research
laboratories. The Hematology Division develops and manufactures whole blood
hematology controls and calibrators which are sold to hospitals and clinical
laboratories to check the performance of hematology instruments to assure the
accuracy of hematology test results. R&D Systems has two subsidiaries:
Fortron Bio Science, Inc., (Fortron) a developer and manufacturer of
monoclonal and polyclonal antibodies, antigens and other biological reagents,
located in Minneapolis and BiosPacific, Inc., (BiosPacific) a worldwide
supplier of biologics to manufacturers of in vitro diagnostic systems (IVDs)
and immunodiagnostic kits, located in Emeryville, California. R&D Europe,
located in Abingdon, England, is the European distributor of R&D Systems'
biotechnology products. R&D Europe has a sales subsidiary, R&D Systems GmbH,
in Germany and a sales office in France.
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 13.0% and 14.3% for the quarter and six
months ended December 31, 2006, respectively, compared to the quarter and six
months ended December 31, 2005. The primary reason for the increase in
consolidated net earnings was increased net sales and gross margins.
Consolidated net sales for the quarter and six months ended December 31,
2006, increased 9.3% and 9.5% 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 $1.6 million and $2.3 million for the quarter
and six months ended December 31, 2006, respectively. The favorable impact
on consolidated net earnings of the change from the prior year in exchange
rates was $466,000 and $672,000 for the quarter and six months ended December
31, 2006, respectively. The Company generated cash of $39.5 million from
operating activities in the first six months of fiscal 2007 and cash, cash
equivalents and available-for-sale investments were $206.5 million at
December 31, 2006 compared to $186.5 million at June 30, 2006.
11
Net Sales
Consolidated net sales for the quarter ended December 31, 2006 were $52.5
million, an increase of $4.5 million (9.3%) from the quarter ended December
31, 2005. Consolidated net sales for the six months ended December 31, 2006
were $104.9 million, an increase of $9.1 million (9.5%) from the prior year
period.
Biotechnology net sales, which include sales by R&D Systems' Biotechnology
Division, Fortron and BiosPacific, increased $2.3 million (7.3%) and $5.9
million (9.3%) for the quarter and six months ended December 31, 2006,
respectively. Net sales for the Biotechnology Division increased $3.2
million (11.1%) and $6.4 million (10.9%) for the quarter and six months ended
December 31, 2006, respectively, from the prior year. The Biotechnology
Division net sales increase for the quarter and six months was primarily due
to $1.9 million and $4.0 million in increased U.S. sales volume. Sales for
the quarter and six months to pharmaceutical/biotechnology customers and
academic customers, the two largest segments of the U.S. market, showed the
greatest revenue growth over the prior year. Approximately $500,000 and $1.2
million of the increase in Biotechnology Division net sales for the quarter
and six months ended December 31, 2006, respectively, was the result of price
increases. BiosPacific net sales decreased $853,000 and $257,000 for the
quarter and six months ended December 31, 2006, respectively, from the prior
year due to the timing of large shipments to diagnostic customers.
R&D Europe net sales increased $2.2 million (16.4%) and $3.2 million (12.8%)
for the quarter and six months ended December 31, 2006, 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 $1.6 million and $2.3 million for the quarter and six months
ended December 31, 2006, respectively. In British pounds, R&D Europe net
sales increased 4.3% and 3.5% for the quarter and six months ended December
31, 2006, respectively, mainly as a result of increased sales volume.
Hematology net sales increased $45,000 (1.2%) and $13,000 (0.2%) for the
quarter and six months ended December 31, 2006 compared to the same prior-
year periods.
Gross Margins
Gross margins, as a percentage of net sales, were as follows:
QUARTER ENDED SIX MONTHS ENDED
----------------- -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Biotechnology 80.8% 78.4% 80.2% 77.9%
R&D Systems Europe 52.0% 50.0% 52.1% 50.4%
Hematology 43.9% 43.6% 42.1% 42.1%
Consolidated gross margin 79.6% 77.7% 79.1% 77.2%
Biotechnology gross margins as a percentage of sales for the quarter and six
months ended December 31, 2006 of 80.8% and 80.2% 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 December 31,
2006 and 2005 were $64,000 and $281,000, respectively, related to the sale of
acquired inventory. Included in cost of sales for the six months ended
December 31, 2006 and 2005 were $355,000 and $856,000, respectively, related
to the sale of acquired inventory.
R&D Europe's gross margin percentages for the quarter and six months ended
December 31, 2006 were greater than the comparable prior-year periods as a
result of favorable exchange rates.
12
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 six
months ended December 31, 2006 and 2005 were not material.
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the quarter and six months
ended December 31, 2006, increased $850,000 (10.7%) and $1.5 million (10.1%),
respectively, from the same periods of last year. Selling, general and
administrative expenses are composed of the following (in thousands):
QUARTER ENDED SIX MONTHS ENDED
----------------- -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Biotechnology $ 4,664 $ 4,194 $ 8,677 $ 7,833
R&D Europe 2,405 2,059 4,425 3,841
Hematology 439 424 837 808
Corporate 1,322 1,303 1,958 1,952
-------- -------- -------- --------
Total selling, general and
administrative expenses $ 8,830 $ 7,980 $ 15,897 $ 14,434
======== ======== ======== ========
Biotechnology selling, general and administrative expenses increased
approximately $470,000 (11.2%) and $844,000 (10.8%) for the quarter and six
months ended December 31, 2006, respectively. The increase was mainly due to
a $150,000 and $335,000 increase in wages and benefits for the quarter and
six months ended December 31, 2006, respectively, as a result of additional
sales, marketing and administrative personnel added since the prior year and
a $140,000 and $256,000 increase in profit sharing expense from the prior-
year periods, respectively.
The increase in R&D Europe selling, general and administrative expenses of
$346,000 (16.8%) and $584,000 (15.2%) for the quarter and six months ended
December 31, 2006, 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 4.4% and 5.5% for the quarter and six
months ended December 31, 2006, respectively.
The increase in selling, general and administrative expenses from the first
quarter of each fiscal year to the second quarter of the same fiscal year is
the result of the printing of the annual Biotechnology Division and R&D
Europe catalogs in the second quarter and the expensing of stock options
granted to directors in the second quarter of each fiscal year.
Research and Development Expenses
Research and development expenses are composed of the following (in
thousands):
QUARTER ENDED SIX MONTHS ENDED
----------------- -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Biotechnology $ 4,854 $ 4,404 $ 9,529 $ 8,936
Hematology 190 170 370 355
-------- -------- -------- --------
Total research and development
Expenses $ 5,044 $ 4,574 $ 9,899 $ 9,291
======== ======== ======== ========
Interest Expense
On October 31, 2006, the Company repaid its mortgage debt. Included in
interest expense for the quarter ended December 31, 2006 was a prepayment
penalty of $651,000 and $78,000 of unamortized loan origination fees.
13
Other Non-operating Expense and Income
Other non-operating expense and income consists mainly of foreign currency
transaction gains and losses, rental income, building expenses related to
rental property, and the Company's share of losses by equity method
investees.
QUARTER ENDED SIX MONTHS ENDED
----------------- -----------------
12/31/06 12/31/05 12/31/06 12/31/05
-------- -------- -------- --------
Foreign currency (gains) losses ($ 126)$ 46 $ 21 $ 74
Rental income (241) (337) (540) (679)
Real estate taxes, depreciation
and utilities 549 490 1,059 933
Hemerus Medical, LLC losses 123 82 250 164
Nephromics, LLC losses 123 -- 123 --
-------- -------- -------- --------
Total other non-operating
expense (income) $ 428 $ 281 $ 913 $ 492
======== ======== ======== ========
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%. At December 31, 2006, the
Company's net investment in Hemerus was $2.7 million. Subsequent to December
31, 2006, the Company invested an additional $700,000 in Hemerus, increasing
its ownership to 18%. The Company accounts for its investment in Hemerus
using the equity method of accounting as Hemerus is a limited liability
corporation. The Company has financial exposure to the losses of Hemerus to
the extent of its net investment in the company. Hemerus' success is
dependent, in part, upon its ability to raise financing and to receiving
Federal Drug Administration (FDA) clearance to market its products. If such
financing or FDA clearance is not received, the Company would potentially
recognize an impairment loss to the extent of its remaining net investment.
In September 2006, the Company invested $7.2 million for an 18% equity
interest in Nephromics, LLC (Nephromics). The Company accounts for its
investment in Nephromics using the equity method of accounting as Nephromics
is a limited liability corporation. At December 31, 2006, the Company's net
investment in Nephromics was $7.1 million. The Company has financial exposure
to any losses of Nephromics to the extent of its net investment in the
company.
Income Taxes
Income taxes for both the quarter and six months ended December 31, 2006 were
provided at a rate of approximately 33.9% of consolidated earnings before
income taxes compared to 33.7% and 33.5% for the quarter and six months ended
December 31, 2005, respectively. U.S. federal taxes have been reduced by the
credit for research and development expenditures, the benefit for
extraterritorial income and the manufacturer's deduction provided for under
the American Jobs Creation Act of 2004. Foreign income taxes have been
provided at rates which approximate the tax rates in the countries in which
R&D Europe operates. Without significant business developments, the Company
expects income tax rates for the remainder of fiscal 2007 to range from
approximately 34% to 35%.
Liquidity and Capital Resources
At December 31, 2006, cash and cash equivalents and available-for-sale
investments were $206.5 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 $39.5 million from operating activities in the
first six months of fiscal 2007 compared to $39.4 million in the first six
months of fiscal 2006. The increase from the prior year was primarily due to
an increase in net earnings in the current year of $4.8 million offset by a
decrease in income taxes payable at December 31, 2006. Income taxes payable
at December 31, 2006 decreased $3.8 million from June 30, 2006, as a result
of income taxes payable on U.S. operations for the six months of $16.4
million offset by U.S. tax deposits of $20.2 million made during the six
months.
Cash Flows From Investing Activities
Capital expenditures for fixed assets for the first six months of fiscal 2007
and 2006 were $3.8 million and $1.6 million, respectively. Included in
capital expenditures for the first six months of fiscal 2007 were $2.4
million for building renovation and construction. The remaining capital
additions in the first six months of fiscal 2007 and 2006 were for laboratory
and computer equipment. Expenditures for laboratory and computer equipment
in the second half of fiscal 2007 are expected to be approximately $3.0
million. The Company is currently constructing additional laboratory space
at its Minneapolis facility. The additional construction cost is estimated
at $5.5 million and is expected to be complete in the fourth quarter of
fiscal 2007. These expenditures are expected to be financed through
currently available funds and cash generated from operating activities.
During the six months ended December 31, 2006, the Company purchased $17.2
million and had sales or maturities of $11.3 million of available-for-sale
investments. During the six months ended December 31, 2005, the Company
purchased $26.9 million and had sales or maturities of $18.2 million of
available-for-sale investment. The Company's investment policy is to place
excess cash in bonds and other investments with maturities of less than three
years. The objective of this policy is to obtain the highest possible return
with minimal risk, while keeping the funds accessible.
In September 2006, the Company invested $7.2 million for an 18% equity
interest in Nephromics, LLC. Nephromics has licensed technology related to
the diagnosis of preeclampsia and has sub-licensed the technology to several
major diagnostic companies for the development of diagnostic assays. The
investment was financed through cash and equivalents on hand.
The Company acquired Fortron and BiosPacific effective July 1, 2005 for an
aggregate purchase price of $20 million. Cash acquired in the transactions
was $413,000. The net acquisition cost of $19.6 million was financed through
cash and equivalents on hand at July 1, 2005.
Cash Flows From Financing Activities
Cash of $530,000 and $7.5 million was received during the six months ended
December 31, 2006 and 2005, respectively, from the exercise of stock options.
The Company also recognized excess tax benefits from stock option exercises
of $108,000 and $1.5 million for the six months ended December 31, 2006 and
2005, respectively.
In the first six 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.
15
The Company has never paid cash dividends and has no plans to do so in fiscal
2007.
Critical Accounting Policies
The Company's significant accounting policies are discussed in the Company's
Annual Report on Form 10-K for fiscal 2006. The application of certain of
these policies require judgments and estimates that can affect the results of
operations and financial position of the Company. Judgements and estimates
are used for, but not limited to, accounting for the allowance for doubtful
accounts, inventory valuation and allowances, impairment of goodwill,
intangibles and other long-lived assets, accounting for investments and
income taxes. There have been no changes in estimates in fiscal 2007 which
would require disclosure. There have been no changes to the Company's
policies in fiscal 2007.
Recent Accounting Pronouncements
In May 2005, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and
Error Corrections. The Statement replaces APB Opinion No. 20, Accounting
Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial
Statements. SFAS No. 154 requires companies to apply voluntary changes in
accounting principles retrospectively whenever practicable. The requirement
is effective for the Company beginning in fiscal 2007. Adoption of the
Statement did not have an impact on the Company's prior consolidated
financial statements as it is prospective in nature.
In June 2006, the FASB issued Interpretation No. 48 (FIN 48), Accounting for
Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.
FIN 48 requires disclosures of additional quantitative and qualitative
information regarding uncertain tax positions taken for tax-return purposes
that have not been recognized for financial reporting, along with analysis of
significant changes during each period. The Interpretation is effective for
the Company in fiscal 2008. The Company is currently evaluating the
provisions of FIN 48, but it is not expected to have a material impact on the
Company's consolidated financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The
Statement establishes a single authoritative definition of fair value, sets
out a framework for measuring fair value, and requires additional disclosures
about fair value measurements. SFAS No. 157 applies only to fair value
measurements that are already required or permitted by other accounting
standards and is effective for the Company in fiscal 2009. The Company is
currently evaluating the impact of adopting SFAS No. 157, but it is not
expected to have a material impact on the Company's consolidated financial
statements.
In September 2006, the Securities and Exchange Commission released Staff
Accounting Bulletin 108 (SAB 108). SAB 108 provides interpretative guidance
on how the effects of the carryover or reversal of prior year misstatements
should be considered in quantifying a current year misstatement. SAB 108 is
effective for the Company for fiscal year 2007. The Company is currently
evaluating the impact of adopting SAB 108, but it is not expected to have a
material impact on the Company's consolidated financial statements.
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 statments involve risks and uncertainties which may
affect the actual results of operations. The following important factors,
among others, have affected and, in the future, could affect the Company's
actual results: the introduction and acceptance of new biotechnology and
hematology products, the levels and particular directions of research by the
Company's customers, the impact of the growing number of producers of
biotechnology research products and related price competition, the retention
of hematology OEM (private label) and proficiency survey business, the impact
of currency exchange rate fluctuations, the costs and results of research and
product development efforts of the Company and of companies in which the
Company has invested or with which it has formed strategic relationships, and
the success of financing efforts by companies in which the Company has
invested. For additional information concerning such factors, see the
Company's Annual Report on Form 10-K as filed with the Securities and
Exchange Commission.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At December 31, 2006, the Company had a professionally managed investment
portfolio of fixed income securities, excluding those classified as cash and
cash equivalents, of $98.7 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 $1.6 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 December 31, 2006 and 2005, the Company had $4.6 million
and $850,000, respectively, of dollar denominated intercompany debt at its
U.K. subsidiary. At December 31, 2006 and 2005, the U.K. subsidiary had
$506,000 and $459,000, respectively, of dollar denominated intercompany debt
from its European operations. These intercompany balances are revolving in
nature and are not deemed to be long-term balances. The Company's U.K.
subsidiary recognized a net foreign currency gain of 64,000 British pounds
($126,000) for the quarter ended December 31, 2006 and a net foreign currency
loss of 26,000 British pounds ($46,000) for the quarter ended December 31,
2005. For the six months ended December 31, 2006 and 2005, the Company's UK
subsidiary recognized net foreign currency losses of 14,000 British
pounds($21,000) and 41,000 British pounds ($74,000), 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.
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.
17
PART II. OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
See Item 3 of the Registrant's Annual Report of Form 10-K for the fiscal year
ended June 30, 2006.
ITEM 1A. - RISK FACTORS
There have been no material changes from the risk factors previously
disclosed in Part I, Item 1A, "Risk Factors," of the Company's Annual Report
on Form 10-K for the year ended June 30, 2006.
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 December 31, 2006:
Total Number of Maximum Approxomate
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
----------- ------------ ---------- ------------------- ---------------------
10/1/06 -
10/31/06 0 -- 0 $6.8 million
11/1/06 -
11/30/06 0 -- 0 $6.8 million
12/1/06 -
12/31/06 0 -- 0 $6.8 million
In May 1995, the Company announced a plan to purchase and retire its common
stock. Repurchases of $40 million were authorized as follows: May 1995 - $5
million; April 1997 - $5 million; January 2001 - $10 million; October 2002 -
$20 million. The plan does not have an expiration date.
ITEM 3 - DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS
Information relating to the Company's Annual Meeting of Shareholders, held on
October 26, 2006 is contained in the Company's Form 10-Q for the quarter
ended September 30, 2006, which is incorporated herein by reference.
ITEM 5 - OTHER INFORMATION
None.
ITEM 6 - EXHIBITS
See exhibit index following.
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: February 8, 2007 /s/ Thomas E. Oland
----------------------------------
President, Chief Executive Officer
February 8, 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
19