SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1999, or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________to___________
__________________
Commission file number 0-17272
__________________
TECHNE CORPORATION
(Exact name of registrant as specified in its charter)
MINNESOTA 41-1427402
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
614 MCKINLEY PLACE N.E. (612) 379-8854
MINNEAPOLIS, MN 55413 (Registrant's telephone number,
(Address of principal including area code)
executive offices) (Zip Code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes (X) No ( )
At February 7, 2000, 20,261,734 shares of the Company's Common Stock (par
value $.01) were outstanding.
PART I - FINANCIAL INFORMATION
ITEM 1 - FINANCIAL STATEMENTS
TECHNE CORPORATION & SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
12/31/99 6/30/99
------------ ------------
ASSETS
Cash and cash equivalents $ 18,695,132 $ 12,769,468
Short-term investments 20,621,718 16,344,656
Accounts receivable (net) 13,116,493 13,520,409
Inventories 4,179,961 5,715,065
Deferred income taxes 2,218,000 2,101,000
Other current assets 460,570 399,850
------------ ------------
Total current assets 59,291,874 50,850,448
Deferred income taxes 3,635,000 3,137,000
Fixed assets (net) 42,367,013 15,065,234
Intangible assets (net) 40,950,125 45,564,750
Other assets 6,980,837 9,183,087
------------ ------------
TOTAL ASSETS $153,224,849 $123,800,519
============ ============
LIABILITIES & EQUITY
Trade accounts payable $ 3,154,196 $ 2,375,029
Salary and related accruals 2,098,465 2,313,450
Other payables 5,882,663 5,547,702
Income taxes payable 2,621,027 3,226,451
Current portion of long-term debt 791,910 -
------------ ------------
Total current liabilities 14,548,261 13,462,632
Deferred rent - 1,963,500
Royalty payable 9,652,000 11,536,000
Long-term debt 19,356,386 -
Common stock, par value $.01 per
share; authorized 50,000,000;
issued and outstanding
20,202,242 and 20,132,655,
respectively 202,022 201,327
Additional paid-in capital 36,786,751 34,525,581
Retained earnings 72,358,944 62,058,879
Accumulated foreign currency
translation adjustments 320,485 52,600
------------ ------------
Total stockholders' equity 109,668,202 96,838,387
------------ ------------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $153,224,849 $123,800,519
============ ============
See notes to unaudited Consolidated Financial Statements.
TECHNE CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(Unaudited)
QUARTER ENDED SIX MONTHS ENDED
------------------------- -------------------------
12/31/99 12/31/98 12/31/99 12/31/98
----------- ----------- ----------- -----------
Sales $25,126,839 $21,464,259 $49,747,892 $42,799,451
Cost of sales 6,977,732 6,228,253 13,974,502 12,843,130
----------- ----------- ----------- -----------
Gross margin 18,149,107 15,236,006 35,773,390 29,956,321
Operating expenses
(income):
Selling, general
and administrative 4,723,955 4,468,183 9,129,153 8,899,278
Research and
development 2,660,928 2,941,986 5,851,823 5,694,111
Amortization expense 2,307,312 2,394,662 4,614,625 4,789,324
Interest expense 364,093 - 731,191 -
Interest income (292,244) (230,672) (528,704) (443,083)
----------- ----------- ----------- -----------
9,764,044 9,574,159 19,798,088 18,939,630
----------- ----------- ----------- -----------
Earnings before income
taxes 8,385,063 5,661,847 15,975,302 11,016,691
Income taxes 2,821,000 2,075,000 5,563,000 3,905,000
----------- ----------- ----------- -----------
Net earnings $ 5,564,063 $ 3,586,847 $10,412,302 $ 7,111,691
=========== =========== =========== ===========
Basic earnings per
share $ 0.28 $ 0.18 $ 0.52 $ 0.35
Diluted earnings per
share $ 0.26 $ 0.17 $ 0.50 $ 0.35
Weighted average common
shares outstanding:
Basic 20,176,563 20,048,267 20,163,623 20,082,018
Diluted 21,060,546 20,543,502 20,942,122 20,543,488
See notes to unaudited Consolidated Financial Statements.
TECHNE CORPORATION & SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
SIX MONTHS ENDED
-------------------------
12/31/99 12/31/98
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $10,412,302 $ 7,111,691
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 6,143,922 5,871,521
Deferred income taxes (596,000) (795,000)
Tax benefit from exercise of options 562,000 179,000
Other 284,357 476,123
Change in current assets and current
liabilities, net of acquisition:
(Increase) decrease in:
Accounts receivable 456,389 (2,246,896)
Inventories 1,589,316 902,067
Other current assets 31,341 (136,175)
Increase (decrease) in:
Trade account/other payables (892,861) (60,760)
Salary and related accruals (216,698) (612,880)
Income taxes payable (633,635) 339,183
----------- -----------
NET CASH PROVIDED BY OPERATING ACTIVITIES 17,140,433 11,027,874
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition - (24,977,219)
Purchase of short-term investments (10,400,000) (7,277,214)
Proceeds from sale of short-term investments 6,122,938 10,498,438
Additions to fixed assets (24,651,700) (1,525,295)
Real estate deposit (Note B) (2,000,000) -
Increase in other long term assets (1,450,000) (150,000)
----------- -----------
NET CASH USED IN INVESTING ACTIVITIES (32,378,762) (23,431,290)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock 729,628 752,894
Mortgage note 20,400,000 -
Payments on long-term debt (251,704) -
Repurchase of common stock - (2,075,683)
----------- -----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 20,877,924 (1,322,789)
EFFECT OF EXCHANGE RATE CHANGES ON CASH 286,069 5,035
----------- -----------
NET CHANGE IN CASH AND EQUIVALENTS 5,925,664 (13,721,170)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 12,769,468 27,372,345
----------- -----------
CASH AND EQUIVALENTS AT END OF PERIOD $18,695,132 $13,651,175
=========== ===========
See notes to unaudited Consolidated Financial Statements.
TECHNE CORPORATION & SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A. BASIS OF PRESENTATION:
The unaudited Consolidated Financial Statements have been prepared in
accordance with generally accepted accounting principles and with
instructions to Form 10-Q and Article 10 of Regulation S-X. The
accompanying unaudited 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 Annual Report to Shareholders for Fiscal 1999. The Company
follows these policies in preparation of the interim Financial Statements.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that the
Consolidated Financial Statements be read in conjunction with the Company's
Consolidated Financial Statements and Notes thereto for the fiscal year ended
June 30, 1999 included in the Company's Annual Report to Shareholders for
Fiscal 1999.
Certain Consolidated Balance Sheet captions appearing in this interim report
are as follows:
12/31/99 6/30/99
----------- -----------
ACCOUNTS RECEIVABLE
Accounts receivable $13,416,493 $13,820,409
Less reserve for bad debts 300,000 300,000
----------- -----------
NET ACCOUNTS RECEIVABLE $13,116,493 $13,520,409
=========== ===========
INVENTORIES
Raw materials $ 1,474,293 $ 2,105,150
Supplies 112,710 110,227
Finished goods 2,592,958 3,499,688
----------- -----------
TOTAL INVENTORIES $ 4,179,961 $ 5,715,065
=========== ===========
FIXED ASSETS
Land $ 871,000 $ -
Buildings and improvements 40,768,109 -
Laboratory equipment 11,835,363 11,308,984
Office equipment 3,456,118 3,294,704
Leasehold improvements 192,445 13,770,763
----------- -----------
57,123,035 28,374,451
Less accumulated depreciation
and amortization 14,756,022 13,309,217
----------- -----------
NET FIXED ASSETS $42,367,013 $15,065,234
=========== ===========
INTANGIBLE ASSETS
Customer list $18,010,000 $18,010,000
Technology licensing agreements 500,000 500,000
Goodwill 39,075,089 39,075,089
----------- -----------
57,585,089 57,585,089
Less accumulated amortization 16,634,964 12,020,339
----------- -----------
NET INTANGIBLE ASSETS $40,950,125 $45,564,750
=========== ===========
B. REAL ESTATE ACQUISITION:
On July 1, 1999, the Company purchased the facilities it occupied in
Minneapolis, Minnesota for approximately $28 million. Cash of $4 million and
100,000 shares of Common Stock valued at $2.16 million were placed in escrow
during the third quarter of fiscal 1999. The remainder of the purchase price
was financed through cash on hand and a $20.4 million 15-year mortgage. The
interest rate on the mortgage is fixed at 7% for the first seven years and is
thereafter adjusted based on U.S. Treasury rates.
In addition, the Company paid $2 million and issued seven-year warrants to
purchase 60,000 shares of the Company's common stock at $23.77 per share as a
nonrefundable deposit on an option to purchase property adjacent to its
Minneapolis facility. The fair market value of the warrants was $858,000.
C. EARNINGS PER SHARE:
Shares used in the earnings per share computations are as follows:
QUARTER ENDED SIX MONTHS ENDED
------------------------ ------------------------
12/31/99 12/31/98 12/31/99 12/31/98
---------- ---------- ---------- ----------
Weighted average
common shares
outstanding-basic 20,176,563 20,048,267 20,163,623 20,082,018
Dilutive effect of
stock options and
warrants 883,983 495,235 778,499 461,470
---------- ---------- ---------- ----------
Average common shares
outstanding-diluted 21,060,546 20,543,502 20,942,122 20,543,488
========== ========== ========== ==========
D. SEGMENT INFORMATION:
Following is financial information relating to the Company's operating
segments:
QUARTER ENDED SIX MONTHS ENDED
------------------------- -------------------------
12/31/99 12/31/98 12/31/99 12/31/98
----------- ----------- ----------- -----------
External sales
Hematology $ 3,220,811 $ 2,915,376 $ 6,384,499 $ 5,965,155
Biotechnology 15,459,607 12,482,100 30,533,92 25,519,613
R&D Systems Europe 6,446,421 6,066,783 12,829,466 11,314,683
----------- ----------- ----------- -----------
Total external sales $25,126,839 $21,464,259 $49,747,892 $42,799,451
=========== =========== =========== ===========
Intersegment sales
Hematology $ -- $ -- $ -- $ --
Biotechnology 3,269,989 3,189,744 6,456,418 5,846,457
R&D Systems Europe 22,361 29,537 83,631 11,875
----------- ----------- ----------- -----------
Total intersegment
sales $ 3,292,350 $ 3,219,281 $ 6,540,049 $ 5,958,332
=========== =========== =========== ===========
Income before taxes
Hematology $ 946,697 $ 799,133 $ 1,876,671 $ 1,604,887
Biotechnology 6,458,576 4,529,526 13,031,572 8,944,971
R&D Systems Europe 1,229,794 1,098,459 2,276,095 1,812,044
Corporate and other (250,004) (765,271) (1,209,036) (1,345,211)
----------- ----------- ----------- -----------
Total income
before taxes $ 8,385,063 $ 5,661,847 $15,975,302 $11,016,691
=========== =========== =========== ===========
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Results of Operations Quarter and Six Months Ended December 31, 1999
vs. Quarter and Six Months Ended December 31, 1998
Techne Corporation (Techne) has two operating subsidiaries: Research and
Diagnostic Systems, Inc. (R&D Systems) located in Minneapolis, Minnesota and
R&D Systems Europe Ltd. (R&D Europe) located in Abingdon, England. R&D
Systems has two divisions: Biotechnology and Hematology. The Biotechnology
Division's principle products are purified cytokines (proteins), antibodies
and assay kits, which are sold primarily to biomedical researchers and
clinical research laboratories. The Hematology Division's principle products
are whole blood hematology controls and calibrators which are sold to
hospital and clinical laboratories to check the performance of their
hematology instruments to assure the accuracy of hematology test results.
R&D Europe sells R&D Systems' biotechnology products in Europe, both directly
and through a sales subsidiary in Germany. The Company has a foreign sales
corporation, Techne Export Inc.
The Company has an equity interest in ChemoCentryx, Inc. (CCX), a technology
and drug development company working in the area of chemokines. Chemokines
are cytokines which regulate the trafficking patterns of leukocytes, the
effector cells of the human immune system. In conjunction with the equity
investment and joint research efforts, Techne obtains exclusive worldwide
research and diagnostic marketing rights to chemokine proteins, antibodies
and receptors discovered or developed by CCX or R&D Systems. The Company
accounts for this investment under the equity method of accounting and
recognizes 100% of the losses of CCX due to the limited amount of cash
consideration provided by the holders of the common shares of CCX. The
Company's investment in CCX was $2,796,014 and $1,910,931 at December 31,
1999 and June 30, 1999, respectively.
Net Sales
Net sales for the quarter ended December 31, 1999 were $25,126,839, an
increase of $3,662,580 (17%) from the quarter ended December 31, 1998. Sales
for the six months ended December 31, 1999 increased $6,948,441 (16%) from
$42,799,451 to $49,747,892. R&D Systems sales increased $3,282,942 (21%) and
$5,433,658 (17%) for the quarter and six months ended December 31, 1999,
respectively. R&D Europe sales increased $379,638 (6%) and $1,514,783 (13%)
for the quarter and six months ended December 31, 1999, respectively. The
increase in sales for the quarter was due largely to a $2.5 and $4.3 million
increase in protein and antibody sales for the quarter and six months and a
$.5 and $1.4 million increase in immunoassay kit sales for the quarter and
six months.
Gross Margins
Gross margins, as a percentage of sales, increased from the prior year.
Margins for the second quarter of fiscal 2000 were 72.2% compared to 71.0%
for the same quarter in fiscal 1999. Margins for the six months ended
December 31, 1999 were 71.9% compared to 70.0% for the same period in fiscal
1999.
Biotechnology Division margins increased from 72.1% to 73.7% for the quarter
ended December 31, 1999 and from 71.0% to 73.5% for the six months ended
December 31, 1999. Margins in the first six months of last year were
affected by the higher cost of inventory acquired from Genzyme Corporation,
the majority of which was sold in fiscal 1999. The increase in Biotechnology
Division gross margins also reflect the benefit from increased sales volume
and decreased rent expense due to the Company's purchase of its Minneapolis
facility. R&D Europe gross margins decreased from 46.2% to 43.2% for the
quarter and from 46.2% to 44.0% for the six months ended December 31, 1999 as
a result of changes in exchange rates. Hematology Division gross margins
increased from 47.2% to 48.5% for the quarter and from 46.6% to 47.1% for the
six months ended December 31, 1999 as a result of changes in product mix.
Selling, General and Administrative Expenses
Selling, general and administrative expenses increased $255,772 (6%) from the
second quarter of fiscal 1999. These expenses also increased $229,875 (3%)
for the first six months of fiscal 2000. This was mainly the result of
increased wages and benefits and exchange rate losses partially offset by
decreased rent expense.
Research and Development Expenses
Research and development expenses decreased $281,058 (10%) for the quarter
ended December 31, 1999, but increased $157,712 (3%) for the six months ended
December 31, 1999. The decrease for the quarter was a result of research
grant money received by ChemoCentryx, Inc. Research and development expenses
by R&D Systems increased $360,000 for the quarter and $724,000 for the six
months ended December 31, 1999. The increase related to products currently
under development, many of which have been or will be released in fiscal
2000. Products currently under development include both biotechnology and
hematology products.
Net Earnings
Earnings before income taxes increased $2,723,216 from $5,661,847 in the
second quarter of fiscal 1999 to $8,365,063 in the second quarter of fiscal
2000. Earnings before taxes for the six months increased $4,958,611 from
$11,016,691 to $15,975,302. The increase in earnings before income taxes was
due to an increase in Biotechnology Division earnings of $1,929,050 and
$4,086,601, an increase in R&D Europe earnings of $131,335 and $464,051, and
an increase in Hematology Division earnings of $147,564 and $271,784 for the
quarter and six months ended December 31, 1999. The increase in earnings
before taxes was also the result of decreased net losses of CCX of $589,038
and $497,421 for the quarter and six months. These increases were partially
offset by mortgage interest expense of $364,093 and $731,191 for the quarter
and six months ended December 31, 1999.
Income taxes for the quarter and six months ended December 31, 1999 were
provided at a rate of approximately 34% and 35% of consolidated pretax
earnings compared to 37% and 35% for the prior year. U.S. federal taxes have
been reduced by the credit for research and development expenditures and the
benefit of the foreign sales corporation. Foreign income taxes have been
provided at rates which approximate the tax rates in the United Kingdom and
Germany.
Liquidity and Capital Resources
At December 31, 1999, cash and cash equivalents and short-term investments
were $39,316,850 compared to $29,114,124 at June 30, 1999. 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 short-term 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 years.
Cash Flows From Operating Activities
The Company generated cash of $17,140,433 from operating activities in the
first six months of fiscal 2000 compared to $11,027,874 for the first six
months of fiscal 1999. The increase was mainly the result of increased net
earnings and the absence in fiscal 2000 of the large increase in accounts
receivable in fiscal 1999 which resulted from the Genzyme acquisition.
Cash Flows From Investing Activities
During the six months ended December 31, 1999 short-term investments
increased by $4,277,062. During the six months ended December 31, 1998, the
Company decreased short-term investments by $3,221,224. The Company's
investment policy is to place excess cash in short-term tax-exempt bonds.
The objective of this policy is to obtain the highest possible return with
the lowest risk, while keeping the funds accessible.
Cash spent on fixed assets was $24,651,700 (including $21.9 million for the
building purchase) for the first six months of fiscal 2000, compared to
$1,525,295 for the first six months of fiscal 1999. Included in the fiscal
2000 and 1999 additions were $1,921,000 and $683,000 for building
improvements related to remodeling of facilities by R&D Systems. The
remaining capital additions in fiscal 2000 and 1999 were for laboratory and
computer equipment. Total expenditures for capital additions and building
improvements planned for the remainder of fiscal 2000 are expected to cost
approximately $5.7 million and are expected to be financed through currently
available funds and cash generated from operating activities.
During the first quarter of fiscal 2000, the Company invested an additional
$1 million in ChemoCentryx, Inc.
Cash Flows From Financing Activities
Cash of $729,628 and $752,894 was received during the six months ended
December 31, 1999 and 1998, respectively, for the exercise of options for
63,270 and 158,420 shares of common stock. During the first six months of
fiscal 2000 options for 9,792 shares of common stock were exercised by the
surrender of 3,475 shares of the Company's common stock with fair market
values of $112,271.
During the first six months of fiscal 1999, the Company purchased and retired
138,600 shares of Company common stock at a market value of $2,075,683. The
Board of Directors has authorized the Company, subject to market conditions
and share price, to purchase and retire up to $10 million of its common
stock. Through February 7, 2000, 650,600 shares have been purchased at a
market value of $8,754,114.
The Company has never paid cash dividends and has no plans to do so in fiscal
2000.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
At December 31, 1999, the Company had an investment portfolio of fixed income
securities, excluding those classified as cash and cash equivalents, of
$20,621,718. These securities, like all fixed income instruments, are
subject to interest rate risk and will decline in value if market interest
rates increase. However, the Company has the ability to hold its fixed
income investments until maturity and therefore the Company does not expect
to recognize an adverse impact in income or cash flows.
The Company operates internationally, and thus is subject to potentially
adverse movements in foreign currency rate changes. 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. Historically, the effect of movements in the
exchange rates has been immaterial to the consolidated operating results of
the Company.
Y2K ISSUES
To the date of this filing, the Company has not experienced any significant
problems related to Y2K, both within its internal operations or with any of
its suppliers and service providers.
PART II - OTHER INFORMATION
ITEM 1 - LEGAL PROCEEDINGS
No change
ITEM 2 - CHANGES IN SECURITIES
None
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 21,1999 is Contained in the Company's Form 10-Q for the quarter
ended September 30, 1999, which is Incorporated herein by reference.
ITEM 5 - OTHER INFORMATION
Forward Looking Information and Cautionary Statements: Statements in this
filing, and elsewhere, which look forward in time 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 into cytokines by the Company's customers,
the impact of the growing number of producers of cytokine research products
and related price competition, the retention of hematology OEM and proficiency
survey business, and 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.
ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K
A. EXHIBITS
See exhibit index immediately following signature page.
B. REPORTS ON FORM 8-K
No reports on Form 8-K were filed during the quarter ended
December 31, 1999.
SIGNATURE
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 11, 2000 /s/ Thomas E. Oland
--------------------------
Thomas E. Oland
President, Chief Executive and
Financial Officer
EXHIBIT INDEX
TO
FORM 10-Q
TECHNE CORPORATION
Exhibit # Description
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27 Financial Data Schedule