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BIO-TECHNE Corp - Quarter Report: 2013 September (Form 10-Q)

Form 10-Q
Table of Contents

 

 

UNITED STATES

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, 2013,

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 of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

614 McKinley Place N.E.

Minneapolis, MN 55413

(Address of principal executive offices) (Zip Code)

(612) 379-8854
(Registrant’s telephone number, including area 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    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 the definitions 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 4, 2013, 36,865,781 shares of the Company’s Common Stock (par value $0.01) were outstanding.

 

 

 


Table of Contents

TABLE OF CONTENTS

 

         Page  
  PART I. FINANCIAL INFORMATION   
Item 1.  

Financial Statements (Unaudited)

  
 

Condensed Consolidated Statements of Earnings and Comprehensive Income for the Quarters Ended September 30, 2013 and 2012

     1   
 

Condensed Consolidated Balance Sheets as of September 30, 2013 and June 30, 2013

     2   
 

Condensed Consolidated Statements of Cash Flows for the Quarters Ended September 30, 2013 and 2012

     3   
 

Notes to Condensed Consolidated Financial Statements

     4   
Item 2.  

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     8   
Item 3.  

Quantitative and Qualitative Disclosures about Market Risk

     14   
Item 4.  

Controls and Procedures

     15   
  PART II: OTHER INFORMATION   
Item 1.  

Legal Proceedings

     16   
Item 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.  

Mine Safety Disclosures

     17   
Item 5.  

Other Information

     17   
Item 6.  

Exhibits

     17   
 

SIGNATURES

     18   


Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

AND COMPREHENSIVE INCOME

TECHNE Corporation and Subsidiaries

(in thousands, except per share data)

(unaudited)

 

     Quarter Ended
September 30,
 
     2013     2012  

Net sales

   $ 85,668      $ 75,025   

Cost of sales

     24,554        19,442   
  

 

 

   

 

 

 

Gross margin

     61,114        55,583   
  

 

 

   

 

 

 

Operating expenses:

    

Selling, general and administrative

     14,021        10,328   

Research and development

     7,702        7,452   
  

 

 

   

 

 

 

Total operating expenses

     21,723        17,780   
  

 

 

   

 

 

 

Operating income

     39,391        37,803   
  

 

 

   

 

 

 

Other income (expense):

    

Interest income

     567        661   

Other non-operating expense, net

     (304     (478
  

 

 

   

 

 

 

Total other income (expense)

     263        183   
  

 

 

   

 

 

 

Earnings before income taxes

     39,654        37,986   

Income taxes

     12,226        12,318   
  

 

 

   

 

 

 

Net earnings

     27,428        25,668   
  

 

 

   

 

 

 

Other comprehensive income (loss):

    

Foreign currency translation adjustments

     7,902        3,925   

Unrealized losses on available-for-sale investments, net of tax of ($17,396) and ($7,589), respectively

     (36,776     (13,559
  

 

 

   

 

 

 

Other comprehensive loss

     (28,874     (9,634
  

 

 

   

 

 

 

Comprehensive (loss) income

   $ (1,446   $ 16,034   
  

 

 

   

 

 

 

Earnings per share:

    

Basic

   $ 0.74      $ 0.70   

Diluted

   $ 0.74      $ 0.70   

Cash dividends per common share:

   $ 0.30      $ 0.28   

Weighted average common shares outstanding:

    

Basic

     36,842        36,828   

Diluted

     36,928        36,895   

See Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

CONDENSED CONSOLIDATED BALANCE SHEETS

TECHNE Corporation and Subsidiaries

(in thousands, except share and per share data)

 

     September 30,
2013

(unaudited)
    June 30,
2013
 

ASSETS

    

Current assets:

    

Cash and cash equivalents

   $ 83,856      $ 163,786   

Short-term available-for-sale investments

     100,843        169,151   

Trade accounts receivable, less allowance for doubtful accounts of $467 and $428, respectively

     42,240        38,183   

Other receivables

     1,928        1,992   

Deferred income taxes

     9,527        0   

Inventories

     39,957        34,877   

Prepaid expenses

     2,285        1,527   
  

 

 

   

 

 

 

Total current assets

     280,636        409,516   
  

 

 

   

 

 

 

Available-for-sale investments

     138,477        132,376   

Property and equipment, net

     113,362        108,756   

Goodwill

     143,800        84,336   

Intangible assets, net

     100,523        40,552   

Other assets

     2,492        2,562   
  

 

 

   

 

 

 
   $ 779,290      $ 778,098   
  

 

 

   

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

    

Current liabilities:

    

Trade accounts payable

   $ 6,656      $ 6,236   

Salaries, wages and related accruals

     6,409        4,025   

Accrued expenses

     4,242        9,603   

Income taxes payable

     2,969        2,276   

Deferred income taxes

     0        9,944   
  

 

 

   

 

 

 

Total current liabilities

     20,276        32,084   
  

 

 

   

 

 

 

Deferred income taxes

     32,251        8,473   

Shareholders’ equity:

    

Common stock, par value $.01 per share; authorized 100,000,000; issued and outstanding 36,852,781 and 36,834,678, respectively

     369        368   

Additional paid-in capital

     136,613        134,895   

Retained earnings

     604,102        587,725   

Accumulated other comprehensive income

     (14,321     14,553   
  

 

 

   

 

 

 

Total shareholders’ equity

     726,763        737,541   
  

 

 

   

 

 

 
   $ 779,290      $ 778,098   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements.

 

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Table of Contents

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

TECHNE Corporation and Subsidiaries

(in thousands)

(unaudited)

 

     Quarter Ended
September 30,
 
     2013     2012  

CASH FLOWS FROM OPERATING ACTIVITIES:

    

Net earnings

   $ 27,428      $ 25,668   

Adjustments to reconcile net earnings to net cash provided by operating activities:

    

Depreciation and amortization

     4,090        3,105   

Costs recognized on sale of acquired inventory

     1,731        1,264   

Deferred income taxes

     (1,329     (777

Stock-based compensation expense

     569        303   

Excess tax benefit from stock option exercises

     (4     (1

Losses by equity method investees

     0        41   

Other

     124        107   

Change in operating assets and operating liabilities, net of acquisition:

    

Trade accounts and other receivables

     (106     1,053   

Inventories

     (296     (1,084

Prepaid expenses

     (305     (252

Trade accounts payable and accrued expenses

     (828     218   

Salaries, wages and related accruals

     1,420        400   

Income taxes payable

     91        (782
  

 

 

   

 

 

 

Net cash provided by operating activities

     32,585        29,263   
  

 

 

   

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

    

Acquisition, net of cash acquired

     (103,049     0   

Purchase of available-for-sale investments

     (27,010     (21,119

Proceeds from sales of available-for-sale investments

     12,700        6,200   

Proceeds from maturities of available-for-sale investments

     16,090        11,601   

Additions to property and equipment

     (3,811     (2,515

Distribution from unconsolidated entity

     85        0   

Increase in other long-term assets

     (138     (87
  

 

 

   

 

 

 

Net cash used in investing activities

     (105,133     (5,920
  

 

 

   

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES:

    

Cash dividends

     (11,051     (10,312

Proceeds from stock option exercises

     1,145        136   

Excess tax benefit from stock option exercises

     4        1   

Purchase of common stock for stock bonus plans

     0        (573
  

 

 

   

 

 

 

Net cash used in financing activities

     (9,902     (10,748
  

 

 

   

 

 

 

Effect of exchange rate changes on cash and cash equivalents

     2,520        1,535   
  

 

 

   

 

 

 

Net increase in cash and cash equivalents

     (79,930     14,130   

Cash and cash equivalents at beginning of period

     163,786        116,675   
  

 

 

   

 

 

 

Cash and cash equivalents at end of period

   $ 83,856      $ 130,805   
  

 

 

   

 

 

 

See Notes to Condensed Consolidated Financial Statements.

 

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

TECHNE Corporation and Subsidiaries

(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 2013. 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, 2013, included in the Company’s Annual Report on Form 10-K for fiscal 2013.

B. Acquisition

On July 22, 2013, the Company’s R&D Systems subsidiary acquired for cash all of the outstanding shares of Bionostics Holdings, Ltd. (Bionostics) and its U.S. operating subsidiary, Bionostics, Inc. Bionostics is a global leader in the development, manufacture and distribution of control solutions that verify the proper operation of in-vitro diagnostic devices primarily utilized in point of care blood glucose and blood gas testing. Bionostics is included in the Company’s Clinical Controls segment.

In connection with the Bionostics acquisition, the Company recorded $14.4 million of developed technology intangible assets that have an estimated useful life of 9 years, $2.7 million of trade name intangible assets that have an estimated useful life of 5 years, $2.4 million related to non-compete agreements that have an estimated useful life of 3 years, and $41.0 million related to customer relationships that have an estimated useful life of 14 years. The intangible asset amortization is not deductible for income tax purposes.

The goodwill recorded as a result of the Bionostics acquisition represents the strategic benefits of growing the Company’s product portfolio and the expected revenue growth from increased market penetration from future products and customers. The goodwill is not deductible for income tax purposes.

Transaction costs of $532,000 and $607,000 were included in the Company’s selling, general and administrative costs during the quarters ended September 30, 2013 and June 30, 2013.

The aggregate purchase price of the acquisition was allocated to the assets acquired and liabilities assumed based on their preliminarily estimated fair values at the date of acquisition. The preliminary estimate of the excess of purchase price over the fair value of net tangible assets acquired was allocated to identifiable intangible assets and goodwill. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as a result of the Bionostics acquisition (in thousands):

 

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Current assets

   $ 9,605   

Intangible Assets

     60,500   

Goodwill

     56,804   

Equipment

     2,180   
  

 

 

 

Total assets acquired

     129,089   

Liabilities

     3,777   

Deferred income taxes

     22,263   
  

 

 

 

Net assets acquired

   $ 103,049   
  

 

 

 

Cash paid, net of cash acquired

   $ 103,049   
  

 

 

 

Tangible assets acquired, net of liabilities assumed, were stated at fair value at the date of acquisition based on management’s assessment. The purchase price allocated to developed technology, trade names, non-compete agreements and customer relationships was based on management’s forecasted cash inflows and outflows and using a relief-from-royalty and a multi-period excess earnings method to calculate the fair value of assets purchased. The developed technology is being amortized with the expense reflected in cost of goods sold in the Condensed Consolidated Statement of Earnings and Comprehensive Income. Amortization expense related to trade names, the non-compete agreement and customer relationships is reflected in selling, general and administrative expenses in the Consolidated Statement of Earnings and Comprehensive Income. The deferred income tax liability represents the estimated future impact of adjustments for the cost to be recognized upon the sale of acquired inventory that was written up to fair value and intangible asset amortization, both of which are not deductible for income tax purposes.

The Company’s condensed consolidated financial statements include, from the date of acquisition, Bionostics net sales of $6.2 million and a net loss of $16,000. Bionostics net loss for the quarter ended September 30, 2013 included amortization of intangibles of $1.1 million and $660,000 costs recognized on the sales of acquired inventory.

C. Available-For-Sale Investments:

The Company’s available-for-sale securities are carried at fair value using Level 1 and Level 2 inputs. The fair value of the Company’s available-for-sale investments at September 30, 2013 and June 30, 2013 were $239 million and $302 million, respectively. The amortized cost basis of the Company’s available-for-sale investments at September 30, 2013 and June 30, 2013 were $233 million and $241 million, respectively.

Included in the Company’s available-for-sale securities is an investment in the common stock and warrants of ChemoCentryx (CCXI). The fair value of the Company’s investment was $35.2 million and $89.6 million at September 30, 2013 and June 30, 2013, respectively. The cost basis of the Company’s investment in CCXI was $29.5 million at both September 30, 2013 and June 30, 2013.

D. Inventories:

Inventories consist of (in thousands):

 

     September 30,      June 30,  
     2013      2013  

Raw materials

   $ 8,373       $ 5,885   

Finished goods

     31,584         28,992   
  

 

 

    

 

 

 
   $ 39,957       $ 34,877   
  

 

 

    

 

 

 

 

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E. Property and Equipment:

Property and equipment consist of (in thousands):

 

     September 30,     June 30,  
     2013     2013  

Cost:

    

Land

   $ 7,506      $ 7,438   

Buildings and improvements

     146,252        142,656   

Machinery and equipment

     47,355        39,706   
  

 

 

   

 

 

 
     201,113        189,800   

Accumulated depreciation and amortization

     (87,751     (81,044
  

 

 

   

 

 

 
   $ 113,362      $ 108,756   
  

 

 

   

 

 

 

F. Intangible Assets and Goodwill:

Intangible assets and goodwill consist of (in thousands):

 

     September 30,     June 30,  
     2013     2013  

Developed technology

   $ 44,546      $ 28,656   

Trade names

     20,779        17,659   

Customer relationships

     49,808        8,613   

Non-compete agreement

     2,800        400   
  

 

 

   

 

 

 
     117,933        55,328   

Accumulated amortization

     (17,410     (14,776
  

 

 

   

 

 

 
   $ 100,523      $ 40,552   
  

 

 

   

 

 

 

Goodwill

   $ 143,800      $ 84,336   
  

 

 

   

 

 

 

Changes to the carrying amount of net intangible assets for the quarter ended September 30, 2013 consists of (in thousands):

 

Beginning balance

   $ 40,552   

Acquisition

     60,500   

Amortization expense

     (2,188

Currency translation

     1,659   
  

 

 

 

Ending balance

   $ 100,523   
  

 

 

 

The estimated future amortization expense for intangible assets as of September 30, 2013 is as follows (in thousands):

 

Period Ending June 30:

      

2014

   $ 7,761   

2015

     10,348   

2016

     10,328   

2017

     9,519   

2018

     9,468   

Thereafter

     53,099   
  

 

 

 
   $ 100,523   
  

 

 

 

The change in the carrying amount of goodwill for the quarter ended September 30, 2013 resulted from the Bionostics acquisition and currency translation.

 

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G. Earnings Per Share:

Shares used in the earnings per share computations are as follows (in thousands):

 

     Quarter Ended
September 30,
 
     2013      2012  

Weighted average common shares outstanding-basic

     36,842         36,828   

Dilutive effect of stock options

     86         67   
  

 

 

    

 

 

 

Weighted average common shares outstanding-diluted

     36,928         36,895   
  

 

 

    

 

 

 

The dilutive effect of stock options 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 223,000 and 199,000 for the quarters ended September 30, 2013 and 2012, respectively.

H. Segment Information:

The Company has two reportable segments based on the nature of products (biotechnology and clinical controls). Following is financial information relating to the Company’s reportable segments (in thousands):

 

     Quarter Ended
September 30,
 
     2013     2012  

External sales

    

Biotechnology

   $ 73,190      $ 69,503   

Clinical Controls

     12,478        5,522   
  

 

 

   

 

 

 

Consolidated net sales

   $ 85,668      $ 75,025   
  

 

 

   

 

 

 

Earnings before income taxes

    

Biotechnology

   $ 39,378      $ 36,994   

Clinical Controls

     2,285        2,103   
  

 

 

   

 

 

 

Segment earnings before income taxes

     41,663        39,097   

Unallocated corporate expenses and equity method investee losses

     (2,009     (1,111
  

 

 

   

 

 

 

Consolidated earnings before income taxes

   $ 39,654      $ 37,986   
  

 

 

   

 

 

 

I. Accumulated Other Comprehensive Income:

Accumulated other comprehensive income (loss) consists of (in thousands):

 

     September 30,     June 30,  
     2013     2013  

Foreign currency translation adjustments

   $ (16,379   $ (24,281

Net unrealized gain on available-for-sale investments, net of tax

     2,058        38,834   
  

 

 

   

 

 

 
   $ (14,321   $ 14,553   
  

 

 

   

 

 

 

 

 

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

OVERVIEW

TECHNE Corporation and subsidiaries (the Company) are engaged in the development, manufacture and sale of biotechnology products and clinical diagnostic controls. These activities are conducted domestically through Techne Corporation’s wholly-owned subsidiaries, R&D Systems, Inc. (R&D Systems), Boston Biochem, Inc. (Boston Biochem), BiosPacific, Inc. (BiosPacific) and Bionostics, Inc. (Bionostics). Techne Corporation’s European biotechnology operations are conducted through its wholly-owned U.K. subsidiaries, R&D Systems Europe Ltd. (R&D Europe) and Tocris Holdings Limited (Tocris). R&D Europe has a sales subsidiary, R&D Systems GmbH, in Germany and a sales office in France. Techne Corporation distributes its biotechnology products in China through its wholly-owned subsidiary, R&D Systems China Co., Ltd. (R&D China). R&D China has a sales subsidiary, R&D Systems Hong Kong Ltd., in Hong Kong.

The Company has two reportable segments based on the nature of its products (biotechnology and clinical controls). R&D Systems’ Biotechnology Division, R&D Europe, Tocris, R&D China, BiosPacific and Boston Biochem operating segments are included in the biotechnology reporting segment. The Company’s biotechnology reporting segment develops, manufactures and sells biotechnology research and diagnostic products world-wide. The Company’s clinical controls reporting segment, which consists of R&D Systems’ Clinical Controls Division and Bionostics, develops and manufactures controls and calibrators for sale world-wide.

RESULTS OF OPERATIONS

Consolidated net sales increased 14.2% and consolidated net earnings increased 6.9%, respectively, for the quarter ended September 30, 2013 compared to the quarter ended September 30, 2012. Consolidated net sales for the quarter ended September 30, 2013 were affected by the Bionostics acquisition, which closed in July 2013, and changes in foreign currency exchange rates from the same prior-year period. Included in consolidated net sales for the quarter ended September 30, 2013 were $6.2 million of acquisition-related net sales. A weaker U.S. dollar as compared to foreign currencies increased sales by $610,000 in the quarter ended September 30, 2013, from the comparable prior-year period.

Net Sales

Consolidated organic net sales, excluding the impact of the acquisition during the quarter ended September 30, 2013 and the effect of the change from the prior year in exchange rates used to convert sales in foreign currencies (primarily British pound sterling, euros and Chinese yuan) into U.S. dollars, were as follows (in thousands):

 

     Quarter Ended
September 30,
 
     2013     2012  

Consolidated net sales

   $ 85,668      $ 75,025   

Organic sales adjustments:

    

Acquisition

     (6,220     0   

Impact of foreign currency fluctuations

     (610     0   
  

 

 

   

 

 

 

Consolidated organic net sales

   $ 78,838      $ 75,025   
  

 

 

   

 

 

 

Organic sales growth

     5.1     (0.9 %) 

 

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Net sales by reportable segment were as follows (in thousands):

 

     Quarter Ended
September 30,
 
     2013      2012  

Biotechnology

   $ 73,190       $ 69,503   

Clinical Controls

     12,478         5,522   
  

 

 

    

 

 

 

Consolidated net sales

   $ 85,668       $ 75,025   
  

 

 

    

 

 

 

Biotechnology segment net sales increased $3.7 million (5.3%) for the quarter ended September 30, 2013 compared to the same prior-year period. The increase in net sales for the quarter ended September 30, 2013 was affected by changes in exchange rates from the comparable prior-year periods, which impacted sales by $610,000, as noted above. Included in consolidated net sales for the quarter ended September 30, 2013 were $224,000 of sales of new biotechnology products that had their first sale in fiscal 2014.

Biotechnology segment sales growth (decline) from the same prior-year period were as follows:

 

     Reported     Excluding Currency Impact  
     Quarter Ended     Quarter Ended  
     September 30,     September 30,  
     2013     2012     2013     2012  

U.S. industrial, pharmaceutical
and biotechnology

     6.3     (5.0 %)      6.3     (5.0 %) 

U.S. academic

     (11.8 %)      (4.0 %)      (11.8 %)      (4.0 %) 

Europe

     5.4     (6.5 %)      1.5     3.1

China

     41.8     23.4     38.2     25.1

Pacific rim distributors, excluding China

     13.9     Unchanged        13.9     Unchanged   

Biotechnology segment net sales consisted of the following:

 

    

Quarter

Ended

September 30,

 
     2013  

United States:

  

Industrial, pharmaceutical and biotechnology

     30

Academic

     12

Other

     13
  

 

 

 
     55

Europe

     28

China

     6

Pacific rim distributors, excluding China

     9

Rest of world

     2
  

 

 

 
     100
  

 

 

 

The Clinical Controls segment net sales increased $7.0 million for the quarter ended September 30, 2013 compared to the same prior-year period. The increase in net sales for the quarter ended September 30, 2013 was affected by the acquisition of Bionostics during the quarter. Organic sales growth was $736,000 (13.3%) for the quarter ended September 30, 2013 as a result of the timing of shipments at both the beginning and the end of the quarter.

 

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Gross Margins

Fluctuations in gross margins, as a percentage of net sales, are typically the result of changes in foreign currency exchange rates, changes in product mix and seasonality. Such fluctuations are normal and expected to continue in future periods.

Consolidated gross margins for the quarters ended September 30, 2013 and 2012 were negatively impacted as a result of purchase accounting related to inventory and intangible assets acquired in the current and prior fiscal years. Under purchase accounting, inventory is valued at fair value less expected selling and marketing costs, resulting in reduced margins in future periods as the inventory is sold.

A reconciliation of the reported consolidated gross margin percentages, adjusted for acquired inventory sold and intangible amortization included in cost of sales, is as follows:

 

     Quarter Ended  
     September 30,  
     2013     2012  

Consolidated gross margin percentage

     71.3     74.1

Identified adjustments

    

Costs recognized upon sale of acquired inventory

     2.0     1.7

Amortization of intangibles

     1.1     1.0
  

 

 

   

 

 

 

Adjusted gross margin percentage

     74.4     76.8
  

 

 

   

 

 

 

Segment gross margins, as a percentage of net sales, were as follows:

 

     Quarter Ended  
     September 30,  
     2013     2012  

Biotechnology

     76.7     76.1

Clinical Controls

     39.9     48.5

Consolidated

     71.3     74.1

The Biotechnology segment gross margin percentage for the quarter ended September 30, 2013 increased from the same prior-year period primarily due to higher sales volume and a decline in the costs recognized upon the sale of inventory acquired in fiscal 2011 which was written-up to fair value. The Clinical Controls segment gross margin percentage for the quarter ended September 30, 2013 decreased from the comparable prior-year period mainly as a result of intangible amortization and cost recognized upon the sale of inventory acquired during the quarter ended September 30, 2013.

Selling, General and Administrative Expenses

Selling, general and administrative expenses increased $3.7 million (35.8%) for the quarter ended September 30, 2013 from the same prior-year period. The increase for the quarter ended September 30, 2013 was mainly a result of the Bionostics acquisition, including $532,000 of acquisition related professional fees, $1.1 million of selling, general and administrative expense by Bionostics and an increase of $736,000 of intangible amortization. Selling, general and administrative expenses included $569,000 and $303,000 of stock compensation expense for the quarters ended September 30, 2013 and 2012, respectively. The remainder of the increase in selling, general and administrative expense was due primarily to increased executive compensation and additional sales staff added since the first quarter of fiscals 2013.

 

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Consolidated selling, general and administrative expenses were composed of the following (in thousands):

 

     Quarter Ended  
     September 30,  
     2013      2012  

Biotechnology

   $ 10,018       $ 9,140   

Clinical Controls

     2,310         419   

Unallocated corporate expenses

     1,693         769   
  

 

 

    

 

 

 

Consolidated selling, general and administrative expenses

   $ 14,021       $ 10,328   
  

 

 

    

 

 

 

Research and Development Expenses

Research and development expenses for the quarter ended September 30, 2013 increased $250,000 (3.4%) from the same prior-year period. The increase was mainly due to research and development by Bionostics. The Company expects research and development expenses to continue to increase in future periods as a result of its ongoing product development program.

Research and development expenses were composed of the following (in thousands):

 

     Quarter Ended  
     September 30,  
     2013      2012  

Biotechnology

   $ 7,294       $ 7,259   

Clinical Controls

     408         193   
  

 

 

    

 

 

 

Consolidated research and development expenses

   $ 7,702       $ 7,452   
  

 

 

    

 

 

 

Interest Income

Interest income for the quarters ended September 30, 2013 and 2012 were $567,000 and $661,000, respectively. The decrease was primarily due to lower cash balances as a result of the Bionostics acquisition during the quarter ended September 30, 2013.

Other Non-operating Expense, Net

Other non-operating expense, net, 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. Amounts were as follows (in thousands):

 

     Quarter Ended  
     September 30,  
     2013     2012  

Foreign currency gains (losses)

   $ 51      $ (78

Rental income

     210        170   

Building expenses related to rental property

     (565     (529

Losses by equity method investees

     0        (41
  

 

 

   

 

 

 

Other non-operating expense, net

   $ (304   $ (478
  

 

 

   

 

 

 

Income Taxes

Income taxes for the quarters ended September 30, 2013 and 2012 were provided at rates of 30.8% and 32.4%, respectively, of consolidated earnings before income taxes. The decrease in the effective tax rate was primarily the result of decreased tax rates in the U.K. and the increased percentage of pretax income from foreign operations, which are subject to lower income tax rates than U.S. operations. The Company expects the income tax rate for the remainder of fiscal 2014 to range from 30% to 32%.

 

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Net Earnings

Adjusted consolidated net earnings are as follows:

 

     Quarter Ended  
     September 30,  
     2013     2012  

Net earnings

   $ 27,428      $ 25,668   

Identified adjustments:

    

Costs recognized upon sale of acquired inventory

     1,731        1,264   

Amortization of intangibles

     2,188        1,272   

Acquisition related professional fees

     532        0   

Tax impact of above adjustments

     (1,173     (679
  

 

 

   

 

 

 

Net earnings—adjusted

   $ 30,706      $ 27,525   
  

 

 

   

 

 

 

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 2013, cash and cash equivalents and available-for-sale investments were $323 million compared to $465 million at June 30, 2013. Included in available-for-sale-investments at September 30, 2013 was the fair value of the Company’s investment in ChemoCentryx, Inc. (CCXI) of $35.2 million. The fair value of the Company’s CCXI investment at June 30, 2013 was $89.6 million.

At September 30, 2013, approximately 45%, 51%, and 4% of the Company’s cash and cash equivalents of $83.9 million are located in the U.S., United Kingdom and China, respectively. At September 30, 2013, approximately 94% of the Company’s available-for-sale investment accounts are located in the U.S., with the remaining 6% in China. The Company has either paid U.S. income taxes on its undistributed foreign earnings or intends to indefinitely reinvest the undistributed earnings in the foreign operations.

The Company believes it can meet its cash and working capital requirements, facility expansion and capital addition needs and share repurchase, cash dividend, investment and acquisition strategies for at least the next twelve months through currently available funds, cash generated from operations and maturities or sales of available-for-sale investments.

Cash Flows From Operating Activities

The Company generated cash of $32.6 million from operating activities in the first quarter of fiscal 2014 compared to $29.3 million in the first quarter of fiscal 2013. The increase from the prior year was primarily due to increased net earnings for the quarter adjusted for non-cash expenses related to depreciation and amortization.

Cash Flows From Investing Activities

On July 22, 2013, the Company’s R&D Systems subsidiary acquired, for $103 million cash, all of the outstanding shares of Bionostics Holdings, Ltd. (Bionostics) and its U.S. operating subsidiary, Bionostics, Inc. Bionostics is a global leader in the development, manufacture and distribution of control solutions that verify the proper operation of in-vitro diagnostic devices primarily utilized in point of care blood glucose and blood gas testing. The acquisition was financed through cash and cash equivalents on hand.

During the quarter ended September 30, 2013, the Company purchased $27.0 million and had sales or maturities of $28.8 million of available-for-sale investments. During the quarter ended September 30, 2012, the Company purchased $21.1 million and had sales or maturities of $17.8 million of available-for-sale investments. The Company’s investment policy is to place excess cash in municipal and corporate 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.

 

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Capital expenditures for fixed assets for the first quarter of fiscal 2014 and 2013 were $3.8 million and $2.5 million, respectively. Included in capital expenditures for the first quarter of fiscal 2014 and 2013 was $2.8 million and $2.0 million, respectively, related to expansion and remodeling of office and laboratory space at the Company’s Minneapolis, Minnesota facility. The remaining capital additions were mainly for laboratory and computer equipment. Capital expenditures in the remainder of fiscal 2014 are expected to be approximately $12.5 million, including $6.5 million related to expansion space in Minneapolis which is expected to be completed during fiscal 2014. Capital expenditures are expected to be financed through currently available funds and cash generated from operating activities.

Cash Flows From Financing Activities

During the first quarter of fiscal 2014 and 2013, the Company paid cash dividends of $11.1 million and $10.3 million, respectively, to all common shareholders. On October 31, 2013, the Company announced the payment of a $0.31 per share cash dividend. The dividend of approximately $11.4 million will be payable November 25, 2013 to all common shareholders of record on November 12, 2013.

Cash of $1.1 million and $136,000 was received during the quarters ended September 30, 2013 and 2012, respectively, from the exercise of stock options. The Company also recognized excess tax benefits from stock option exercises of $4,000 and $1,000 for the quarters ended September 30, 2013 and 2012, respectively.

During the first quarter of fiscal 2013, the Company repurchased 8,324 shares of common stock for its employee stock bonus plans at a cost of $573,000. No contribution to the employee stock bonus plan was made during the first quarter of fiscal 2014.

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, 2013.

CRITICAL ACCOUNTING POLICIES

The Company’s significant accounting policies are discussed in the Company’s Annual Report on Form 10-K for fiscal 2013 and are incorporated herein by reference. The application of certain of these policies requires 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, valuation of intangible assets and goodwill and valuation of investments in unconsolidated entities. There have been no significant changes in estimates in fiscal 2014 that would require disclosure. There have been no changes to the Company’s policies in fiscal 2014.

 

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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 the effect of changes to accounting policies, the amount of capital expenditures for the remainder of the fiscal year, the timeframe for completing facility improvements in the U.S., the source of funding for capital expenditure requirements, the sufficiency of currently available funds for meeting the Company’s needs, the impact of fluctuations in foreign currency exchange rates, and expectations regarding gross margin fluctuations, increasing research and development expenses, increasing selling, general and administrative expenses and income tax rates. 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 products, general national and international economic conditions, increased competition, the reliance on internal manufacturing and related operations, the impact of currency exchange rate fluctuations, economic instability in Eurozone countries, the recruitment and retention of qualified personnel, the impact of governmental regulation, maintenance of intellectual property rights, credit risk and fluctuation in the market value of the Company’s investment portfolio, unseen delays and expenses related to facility improvements, 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 2013 as filed with the Securities and Exchange Commission.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

At September 30, 2013, the Company had a portfolio of fixed income debt securities, excluding those classified as cash and cash equivalents, of $189 million. These securities, like all fixed income instruments, are subject to interest rate risk and will decline in value if market interest rates increase. As the Company’s fixed income securities are classified as available-for-sale, no gains or losses are recognized by the Company in its consolidated statements of earnings due to changes in interest rates unless such securities are sold prior to maturity. The Company generally holds its fixed income securities until maturity and, historically, has not recorded any material gains or losses on any sale prior to maturity.

At September 30, 2013, the Company held an investment in the common stock of CCXI. The investment was included in short-term available-for-sale investments at its fair value of $35.2 million. At September 30, 2013, the potential loss in fair value due to a 10% decrease in the market value of CCXI was $3.5 million.

The Company operates internationally, and thus is subject to potentially adverse movements in foreign currency exchange rates. For the quarter ended September 30, 2013, approximately 29% of consolidated net sales were made in foreign currencies, including 14% in euros, 6% in British pound sterling, 4% in Chinese yuan and the remaining 5% in other European currencies. As a result, the Company is exposed to market risk mainly from foreign exchange rate fluctuations of the euro, British pound sterling and the Chinese yuan as compared 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.

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  
     September 30,  
     2013      2012  

Euro

   $ 1.33       $ 1.26   

British pound sterling

     1.56         1.59   

Chinese yuan

     .163         .158   

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 September 30, 2013, the Company had the following trade receivable and intercompany payables denominated in one currency but receivable or payable in another currency (in thousands):

 

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     Denominated
Currency
     U.S. Dollar
Equivalent
 

Accounts receivable in:

     

Euros

   £ 1,126       $ 1,822   

Other European currencies

   £ 1,081       $ 1,749   

Intercompany payable in:

     

Euros

   £ 375       $ 606   

U.S. dollars

   £ 2,377       $ 3,848   

U.S. dollars

     yuan    7,176       $ 1,167   

All of the above balances are revolving in nature and are not deemed to be long-term balances. The Company does not enter into foreign exchange forward contracts to reduce its exposure to foreign currency rate changes on forecasted intercompany foreign currency denominated balance sheet positions. Foreign currency transaction gains and losses are included in “Other non-operating expense” in the Consolidated Statement of Earnings and Comprehensive Income. The effect of translating net assets of foreign subsidiaries into U.S. dollars are recorded on the Consolidated Balance Sheet as part of “Accumulated other comprehensive income.”

The effects of a hypothetical simultaneous 10% appreciation in the U.S. dollar from September 30, 2013 levels against the euro, British pound sterling and Chinese yuan are as follows (in thousands):

 

Decrease in translation of 2014 earnings into U.S. dollars (annualized)

   $ 2,595   

Decrease in translation of net assets of foreign subsidiaries

     15,202   

Additional transaction losses

     502   

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, the Company’s management 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 were not effective as a result of the previously identified material weakness in internal control over financial reporting, the nature of which is summarized below.

Previously Reported Material Weakness in Internal Control Over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. The Company has identified a material weakness in the design, implementation and operating effectiveness of general IT controls (GITCs) intended to ensure that access to financial applications and data was adequately restricted to appropriate personnel, and that program changes to particular financial applications are documented, tested, and moved into the production environment only by individuals separate from the development function. As a result, certain classes of transactions subject to controls that rely upon information generated by the Company’s IT systems that are subject to the operation of the GITCs, including the completeness, existence, and accuracy of revenue and accounts receivable, allow for a reasonable possibility that a misstatement is not adequately prevented or detected through the operation of management’s system of internal control over financial reporting.

 

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Remediation Efforts in Fiscal 2014

Promptly following the identification of the material weakness as described above, management, with the oversight of the Audit Committee of the Board of Directors, began taking steps to remediate the material weakness.

During the quarter ended September 30, 2013, the Company enhanced its internal testing approach, including performing additional procedures and expanding the documentation for select controls, to ensure the completeness, existence and accuracy of system generated information used to support the operation of the controls. The Company believes the above described material weakness has not been fully remediated as of and for the quarter ended September 30, 2013 since the enhanced testing was not in place for the full quarter. The Company anticipates that the enhanced testing and documentation, in addition to possible expansion of human resources to improve segregation of duties, will be adequate to remediate the material weakness in future quarters, and that testing to confirm elimination of the material weakness will be complete by the end of the 2014 fiscal year.

In light of the material weakness identified above, the Company performed additional analysis and other post-closing procedures to ensure that the Company’s consolidated financial statements were prepared in accordance with generally accepted accounting principles and accurately reflect its financial position and results of operation as of and for the quarter ended September 30, 2013. As a result, notwithstanding the material weakness as described above, management concluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, the Company’s financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States of America.

Changes in Internal Control over Financial Reporting

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, except for the remediation steps to address the material weakness in internal control over financial reporting described above.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

As of November 12, 2013, the Company is not a party to any legal proceedings that, individually or in the aggregate, are reasonably expected to have a material adverse effect on the Company’s business, results of operations, financial condition or cash flows.

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, 2013.

 

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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, 2013:

 

Period

   Total Number
of Shares
Purchased
     Average
Price Paid
Per Share
     Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
     Maximum Approximate
Dollar Value of Shares that
May Yet Be Purchased
Under
the Plans or Programs
 

7/1/13-7/31/13

     0       $ 0         0       $ 125.2 million   

8/1/13-8/31/13

     0       $ 0         0       $ 125.2 million   

9/1/13-9/30/13

     0       $ 0         0       $ 125.2 million   
  

 

 

    

 

 

    

 

 

    

Total

     0       $ 0         0       $ 125.2 million   

In April 2009, the Company authorized a plan for the repurchase and retirement of $60 million of its common stock. The plan does not have an expiration date. In October 2012, the Company increased the amount authorized under the plan by $100 million.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

See “exhibit index” following the signature page.

 

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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: November 12, 2013

     

/s/ Charles R. Kummeth

     

Charles R. Kummeth

     

Chief Executive Officer

Date: November 12, 2013

     

/s/ Gregory J. Melsen

     

Gregory J. Melsen

     

Chief Financial Officer

 

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EXHIBIT INDEX

TO

FORM 10-Q

TECHNE CORPORATION

 

Exhibit #

  

Description

10.1    Employment Agreement by and between the Company and Kevin Reagan, dated January 24, 2012—incorporated by reference to Exhibit 10.26 to the Company’s 10-K for the year ended June 30, 2013.
10.2    Employment Agreement by and between the Company and Dr. J. Fernando Bazan, dated August 1, 2013—incorporated by reference to Exhibit 10.27 to the Company’s 10-K for the year ended June 30, 2013.
31.1    Section 302 Certification
31.2    Section 302 Certification
32.1    Section 906 Certification
32.2    Section 906 Certification
101    The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, formatted in Extensible Business Reporting Language (XBRL): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Earnings and Comprehensive Income, (iii) the Condensed Consolidated Statements of Cash Flows, and (iv) Notes to the Condensed Consolidated Financial Statements.

 

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