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 March 31, 1995, or ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from __________to___________ _________________ Commission file number 0-17272 __________________ TECHNE CORPORATION (Exact name of registrant as specified in its charter) MINNESOTA 41-1427402 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 614 MCKINLEY PLACE N.E. (612) 379-8854 MINNEAPOLIS, MN 55413 (Registrant's telephone number, (Address of principal (Zip Code) including area code) executive offices) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) At May 1, 1995, 9,395,346 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)
ASSETS 3/31/95 6/30/94 ----------- ----------- Cash and cash equivalents $ 5,227,011 $ 5,878,346 Short-term investments 9,254,368 4,987,701 Accounts receivable (net) 7,174,629 6,592,961 Inventories 2,903,361 2,513,561 Deferred income taxes 749,000 764,000 Other current assets 367,526 198,898 ----------- ----------- Total current assets 25,675,895 20,935,467 Deferred income taxes 466,000 385,000 Prepaid license fee 607,200 - Fixed assets (net) 4,134,737 4,357,108 Intangible assets (net) 895,205 1,127,946 ----------- ----------- TOTAL ASSETS $31,779,037 $26,805,521 =========== =========== LIABILITIES & EQUITY Trade accounts payable $ 1,453,859 $ 1,226,864 Salary and related accruals 1,177,405 1,140,737 Other payables 592,225 624,033 Income taxes payable 218,107 536,906 Current portion of long-term debt - 29,875 ----------- ----------- Total current liabilities 3,441,596 3,558,415 Deferred rent 390,500 292,400 Common stock, par value $.01 per share; authorized 50,000,000; issued and outstanding 9,395,346 and 9,329,151, respectively 93,953 93,292 Additional paid-in capital 8,404,412 8,110,798 Retained earnings 19,257,027 14,677,038 Accumulated foreign currency translation adjustments 191,549 73,578 ----------- ----------- Total stockholders' equity 27,946,941 22,954,706 ----------- ----------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $31,779,037 $26,805,521 =========== ===========
See notes to unaudited Financial Statements. TECHNE CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF EARNINGS (Unaudited)
QUARTER ENDED NINE MONTHS ENDED ------------------------ ----------- ----------- 3/31/95 3/31/94 3/31/95 3/31/94 ----------- ----------- ----------- ----------- Sales $12,576,041 $10,963,432 $34,897,468 $29,431,032 Cost of sales 5,003,971 4,550,513 13,905,344 12,671,550 ----------- ----------- ----------- ----------- Gross margin 7,572,070 6,412,919 20,992,124 16,759,482 Operating expenses: Selling, gen. and admin. 2,888,020 2,468,472 8,233,788 6,865,740 Research and development 2,130,800 1,752,288 6,199,942 4,702,373 Amortization expense 58,877 143,044 232,741 429,131 Interest expense 1,543 2,681 7,521 4,484 Interest income (145,974) (44,914) (320,981) (123,011) ----------- ----------- ----------- ----------- 4,933,266 4,321,571 14,353,011 11,878,717 ----------- ----------- ----------- ----------- Earnings before income taxes 2,638,804 2,091,348 6,639,113 4,880,765 Income taxes 855,000 630,000 2,041,000 1,495,000 ----------- ----------- ----------- ----------- NET EARNINGS $ 1,783,804 $ 1,461,348 $ 4,598,113 $ 3,385,765 =========== =========== =========== =========== EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE $ 0.19 $ 0.15 $ 0.48 $ 0.36 =========== =========== =========== =========== COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING 9,534,610 9,488,578 9,504,720 9,522,971 =========== =========== =========== ===========
See notes to unaudited Financial Statements. TECHNE CORPORATION & SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
NINE MONTHS ENDED ----------------------- 3/31/95 3/31/94 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net earnings $4,598,113 $3,385,765 Adjustments to reconcile net earnings to net cash provided by operating activities: Depreciation and amortization 1,213,051 1,353,394 Deferred income taxes (66,000) (471,000) Deferred rent 98,100 110,700 Other (24,546) - Change in current assets and current liabilities, net of acquisition: (Increase) decrease in: Accounts receivable (495,120) (398,839) Inventories (357,294) (162,410) Other current assets (163,397) (65,004) Increase (decrease) in: Trade account/other payables 161,994 247,966 Salary and related accruals 34,226 208,339 Income taxes payable (225,259) 333,000 ---------- ---------- NET CASH PROVIDED BY OPERATING ACTIVITIES 4,773,868 4,541,911 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of subsidiary, net of cash acquired - (1,788,558) Purchase of short-term investments (8,625,970) (3,448,313) Proceeds from sale of short-term investments 4,399,303 2,930,000 Additions to fixed assets (723,841) (1,056,979) Increase in long-term prepaid license fee (607,200) - ---------- ---------- NET CASH USED BY INVESTING ACTIVITIES (5,557,708) (3,363,850) CASH FLOWS FROM FINANCING ACTIVITIES: Payments on long term debt (29,875) (26,776) Issuance of common stock 179,151 27,011 ---------- ---------- NET CASH PROVIDED BY FINANCING ACTIVITIES 149,276 235 EFFECT OF EXCHANGE RATE CHANGES ON CASH (16,771) (10,128) ---------- ---------- NET CHANGE IN CASH AND EQUIVALENTS (651,335) 1,168,168 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 5,878,346 3,979,114 ---------- ---------- CASH AND EQUIVALENTS AT END OF PERIOD $5,227,011 $5,147,282 ========== ==========
See notes to unaudited 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 1994. 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 Financial Statements be read in conjunction with the Company's Financial Statements and Notes thereto for the fiscal year ended June 30, 1994 included in the Company's Annual Report to Shareholders for Fiscal 1994. Certain Balance Sheet captions appearing in this interim report are as follows:
3/31/95 6/30/94 ----------- ----------- ACCOUNTS RECEIVABLE Accounts receivable $ 7,304,629 $ 6,745,961 Less reserve for bad debts 130,000 153,000 ----------- ----------- NET ACCOUNTS RECEIVABLE $ 7,174,629 $ 6,592,961 =========== =========== INVENTORIES Raw materials $ 1,588,073 $ 1,352,031 Work in process 74,987 67,025 Supplies 120,138 104,537 Finished goods 1,120,163 989,968 ----------- ----------- TOTAL INVENTORIES $ 2,903,361 $ 2,513,561 =========== =========== FIXED ASSETS Laboratory equipment $ 6,393,824 $ 5,955,057 Office equipment 1,999,364 1,770,129 Leasehold improvements 1,712,369 1,586,336 ----------- ----------- 10,105,557 9,311,522 Less accumulated depreciation and amortization 5,970,820 4,954,414 ----------- ----------- NET FIXED ASSETS $ 4,134,737 $ 4,357,108 =========== =========== INTANGIBLE ASSETS Customer list $ 1,010,000 $ 1,010,000 Technology licensing agreements 500,000 500,000 Goodwill 1,225,547 1,225,547 ----------- ----------- 2,735,547 2,735,547 Less accumulated amortization 1,840,342 1,607,601 ----------- ----------- NET INTANGIBLE ASSETS $ 895,205 $ 1,127,946 =========== ===========
B. EARNINGS PER SHARE: Shares used in the earnings per share computations are as follows:
NINE MONTHS ENDED ----------------------- 3/31/95 3/31/94 ---------- ---------- Primary: Weighted average number of common shares 9,357,473 9,311,115 Dilutive effect of stock options and warrants 147,247 211,856 ---------- ---------- Average common and common equivalent shares outstanding 9,504,720 9,522,971 ========== ========== Fully diluted: Weighted average number of common shares 9,357,473 9,311,115 Dilutive effect of stock options and warrants 160,863 218,155 ---------- ---------- Average common and common equivalent shares outstanding 9,518,336 9,529,270 ========== ==========
Fully diluted earnings per share are not separately reported since the effect of dilution is less than three percent. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Results of Operations Quarter And Nine Months Ended March 31, 1995 vs. Quarter And Nine Months Ended March 31, 1994 ------------------------------------------------------------------ Company Structure Techne Corporation 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 manufactures purified cytokines (proteins), antibodies and assay kits which are sold primarily to biomedical researchers and clinical research laboratories. The Hematology Division develops and manufactures 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 was acquired by the Company effective July 1, 1993 and is the distributor for R&D Systems' biotechnology products in Europe. R&D Europe also develops and manufactures its own line of biotechnology products and distributes products for several other biotechnology companies. In fiscal 1992, a foreign sales corporation, Techne Export Inc., was incorporated as a subsidiary of the Company. Net Sales Net sales for the quarter ended March 31, 1995 were $12,576,041, an increase of $1,612,609 (15%) from the quarter ended March 31, 1994. Sales for the nine months ended March 31, 1995 increased $5,466,436 (19%) from $29,431,032 to $34,897,468. R&D Europe sales for the quarter and nine months ended March 31, 1995 increased $791,343 (25%) and $2,451,427 (31%), respectively, from the quarter and nine months ended March 31, 1994. Approximately 60% of R&D Europe sales were from the distribution of R&D Systems' products. R&D Systems sales, net of intercompany sales to R&D Europe, increased $821,266 (10%) and $3,015,009 (14%) for the quarter and nine months ended March 31, 1995, respectively. Approximately 54% and 64% of the increase in consolidated sales for the quarter and nine months, respectively, was due to the increase in sales of R&D Systems' immunoassay (Quantikine) kits. In fiscal 1990, the Biotechnology Division of R&D Systems released its first immunoassay kits and currently there are 49 kits on the market. Sales of these kits by R&D Systems and R&D Europe for the quarter and nine months ended March 31, 1995 were $4,904,692 and $13,667,265 compared to $4,026,531 and $10,187,496 for the quarter and nine months ended March 31, 1994. Approximately 17% and 11% of the increase in consolidated sales for the quarter and nine months, respectively, was due to increased sales of other R&D Systems' product by R&D Europe. In addition, approximately 12% and 10% of the increase in consolidated sales for the quarter and nine months ended March 31, 1995, was from an increase in the distribution of products from non-affiliated companies by R&D Europe. Sales of R&D Systems' Hematology Division for the quarter increased $104,493, while sales for the nine months ended March 31, 1995 decreased $66,907, due mainly to competitive factors. Fourth quarter sales are expected to be slightly less than third quarter, due to the annual slow down of European sales during the summer months. Gross Margins Gross margins, as a percentage of sales, increased from the prior year. Margins for the third quarter of fiscal 1995 were 60.2% compared to 58.5% for the same quarter in fiscal 1994. Margins for the nine months ended March 31, 1995 were 60.2% compared to 56.9% for the same period in fiscal 1994. The increase for the quarter was mainly due to an increase in R&D Europe gross margins. R&D Europe gross margins were 48.2% compared to 41.2% for the quarter ended March 31, 1994. This increase is due to favorable exchange rate variances on purchases from R&D Systems as a result of weakening dollar. R&D Europe gross margins for the nine months ended March 31, 1995 also increased from 44.3% to 47.5%. Additionally, gross margins for the nine months for R&D Systems' Biotechnology Division increased slightly from 65.3% to 66.3% and gross margins for R&D Systems' Hematology Division also increased slightly from 33.2% to 34.5%. Selling, General and Administrative Expenses Selling, general and administrative expenses increased $419,548 (17%) from the third quarter of fiscal 1994 to the third quarter of fiscal 1995. These expenses also increased $1,368,048 (20%) for the first nine months of fiscal 1995. Approximately $241,000 and $568,000 of the increase in selling, general and administrative expenses for the quarter and nine months was due to wages and benefits related to Biotechnology and Hematology Division administration and sales staff added since the prior year. Additionally, $132,000 and $274,000 of the increase in selling, general and administrative expenses for the quarter and nine months was a result of Biotechnology Division consulting expenses related to computer, personnel and strategic planning. In addition, approximately $306,000 of the increase for the nine months in selling, general and administrative expenses was due to marketing costs related to additional advertising, promotional materials and catalog printing costs incurred by R&D Systems' Biotechnology Division and R&D Europe. Research and Development Expenses Research and development expenses increased $378,512 (22%) for the quarter ended March 31, 1995 and $1,497,569 (32%) for the nine months ended March 31, 1995. R&D Europe and R&D Systems' research and development expenses increased $85,805 and $292,707, respectively for the quarter ended March 31, 1995 and $354,096 and $1,143,473, respectively, for the nine months ended March 31, 1995. The increases related to products currently under development, several of which were released in the third quarter of fiscal 1995. The products currently under development, several of which will be released in the fourth quarter, include both biotechnology and hematology products. Net Earnings Earnings before income taxes increased $547,456 from $2,091,348 in the third quarter of fiscal 1994 to $2,638,804 in the third quarter of fiscal 1995. Earnings before income taxes for the nine months increased $1,758,348 from $4,880,765 to $6,639,113. The increase in earnings before income taxes for the quarter ended March 31, 1995 is mainly due to an increase in R&D Europe earnings of $519,045 as a result of increased sales and gross margin percentage. The increase in earnings before taxes for the nine months is mainly the result of an increase in Biotechnology Division earnings before tax of $1,088,846 and an increase in R&D Europe earnings before tax of $959,087, partially offset by a decrease in Hematology Division earnings for the nine months. The increases in Biotechnology Division and R&D Europe results were due to increases in sales and gross margins, partially offset by higher expenses. The decrease in Hematology earnings from the prior year was the result of a slight decrease in sales and increased expenses. Income taxes for the quarter and nine months ended March 31, 1995 were provided at a rate of approximately 32% and 31% of consolidated pretax earnings, respectively, compared to 30% and 31% for comparable periods in fiscal 1994. U.S. federal and state taxes have been reduced as a result of the credit for research and development expenditures and the benefit of the foreign sales corporation. Foreign income taxes have been provided at a rate of 33% which approximates the tax rate in the United Kingdom. Impact of Inflation ------------------- The majority of the Company's increase in sales has resulted from an increase in units shipped and the introduction of new products, not from price increases. The Company believes that, to date, inflation has had no appreciable effect on the Company's operations. Liquidity and Capital Resources ------------------------------- At March 31, 1995, cash and cash equivalents and short-term investments were $14,481,379 compared to $10,866,047 at June 30, 1994. The Company is accumulating cash and short-term investments for future expansion purposes. The Company believes it can meet its future cash, working capital requirements and capital additions through currently available funds and cash generated from operations. The Company has an unsecured line of credit of $750,000. The interest rate on the line of credit is at prime. Cash Flows From Operating Activities The Company generated $4,166,668 from operating activities in the first nine months of fiscal 1995 compared to $4,541,911 for the first nine months of fiscal 1994. The increase was the result of increased net earnings. Cash Flows From Investing Activities During the nine months ended March 31, 1995 and 1994, respectively, the Company invested a net $4,226,664 and $518,313 in short-term investments. The Company's investment policy is to place excess cash in short-term certificates of deposit and low risk tax-exempt government bonds. The objective of this policy is to obtain the highest possible return with the lowest risk, while keeping the funds accessible. In July, 1993 the Company acquired its R&D Europe subsidiary for $2,300,000 cash plus a 5 year warrant for 50,000 shares of Company common stock. Additional costs associated with the acquisition were $87,241. Cash acquired in the transaction was $598,683, for a net cash outflow of $1,788,558. Cash used to fund the acquisition was obtained from cash and cash equivalents and short-term investments on hand at June 30, 1993. Capital additions were $723,841 for the first nine months of fiscal 1995 compared to $1,056,979 for the first nine months of fiscal 1994. The major additions in both periods were for laboratory and computer equipment. Total capital additions of leasehold improvements, laboratory and computer equipment planned for the remainder of fiscal 1995 are expected to cost approximately $300,000 and are expected to be financed through currently available cash and cash generated from operations. During the nine months ended March 31, 1995 the Company made a $1,000,000 prepayment to Cistron Biotechnology, Inc. under a License and Supply Agreement. The agreement grants the Company a sublicense to sell recombinant interleukin-1 beta protein and interleukin-1 beta precursor assays made by Cistron to the research market worldwide. The $1,000,000 prepayment is being amortized over five years. The Company and Cistron also signed a Research and Development Agreement under which the Company will support Cistron's development of an interleukin-1 beta assay kit for the detection and monitoring of periodontal disease in humans, in exchange for co-exclusive marketing rights to such product. Payments under the research agreement will be made in 10 quarterly installments of $100,000 beginning July 1, 1995 and are expected to be financed through cash generated from operations. Cash Flows From Financing Activities Cash of $29,875 and $26,776 was used to reduce long-term borrowings in the first nine months of fiscal 1995 and 1994, respectively. Cash of $179,151 and $27,011 was received during the nine months ended March 31, 1995 and 1994, respectively, for the exercise of options for 59,604 and 11,853 shares of common stock. During the first nine months of fiscal 1995 and 1994, options for 9,091 and 13,940 shares of common stock, respectively, were exercised in noncash transactions by the surrender of 2,500 and 2,144 shares of the Company's common stock with market values of $25,000 and $25,192., respectively. During the fourth quarter of fiscal 1995, the Company plans to purchase approximately $400,000 of Techne common stock for contribution to the Company's Stock Bonus Plan. In addition, subject to market conditions and share prices, the Company plans to purchase up to $5,000,000 in Techne common stock over the next twelve months. Any such purchases will be funded from currently available cash and short-term investments. The Company has never paid dividends and has no plans to do so in fiscal 1995. PART II - OTHER INFORMATION ITEM 1 - LEGAL PROCEEDINGS None ITEM 2 - CHANGES IN SECURITIES None ITEM 3 - DEFAULTS UPON SENIOR SECURITIES None ITEM 4 - SUBMISSION OF MATTERS TO VOTE OF SHAREHOLDERS None ITEM 5 - OTHER INFORMATION None ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K A. EXHIBITS See exhibit index immediately following signature page. B. REPORTS ON FORM 8-K None 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: May 10, 1995 /s/Thomas E. Oland --------------------- Thomas E. Oland President, Chief Executive and Financial Officer EXHIBIT INDEX TO FORM 10-Q TECHNE CORPORATION Exhibit Number Description -------- ----------- 10.1 Agreement dated March 16, 1995 between the Company and Roger C. Lucas, Ph.D. relating to termination of certain agreements and redefining relationship. 10.2 Non-Enforcement of Patent Rights dated March 15, 1995 by New England Medical Center Hospitals, Inc., Tufts University, Massachusetts Institute of Technology and Wellesley College in favor of Research and Diagnostic Systems, Inc. ("R & D"). 10.3 Non-Enforcement of Patent Rights dated March 21, 1995 by Cistron Biotechnology, Inc. ("Cistron") in favor of R & D. 10.4 License and Supply Agreement dated March 21, 1995 between Cistron and R & D. 10.5 Research and Development Agreement dated April 10, 1995 between Cistron and R & D. 27 Financial Data Schedule