SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended June 30, 2008
OR
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________to __________
Commission File Number: 000-17272
TECHNE CORPORATION
(Exact name of Registrant as specified in its charter)
Minnesota 41-1427402
(State of Incorporation) (IRS Employer
Identification No.)
614 McKinley Place N.E., Minneapolis, MN 55413-2610
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (612) 379-8854
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value.
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes (X) No ( )
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or 15(d) of the Act. Yes ( ) No (X)
Indicate by check mark whether the Company (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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. (X)
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the
Securities Exchange Act.
Large accelerated filer (X) Accelerated filer ( )
Non-accelerated filer ( ) Small reporting company ( )
Indicate by check mark whether the Registrant is a shell company (as defined
in Exchange Act Rule 12b-2). ( ) Yes (X) No
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant, based upon the closing sale price on August 26, 2008 as reported
on The Nasdaq Stock Market was approximately $2.4 billion. Shares of Common
Stock held by each officer and director and by each person who owns 5% or
more of the outstanding Common Stock have been excluded.
Shares of $0.01 par value Common Stock outstanding at August 26, 2008:
38,659,580.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for its 2008 Annual Meeting of
Shareholders are incorporated by reference into Part III.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 3
Item 1A. Risk Factors 10
Item 1B. Unresolved Staff Comments 11
Item 2. Properties 12
Item 3. Legal Proceedings 12
Item 4. Submission of Matters to a Vote of Security Holders 13
Supplemental Item--Executive Officers of the Company 13
PART II
Item 5. Market for the Company's Common Equity, Related
Stockholder Matters and Issuer Purchases of Equity
Securities 13
Item 6. Selected Financial Data 15
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 16
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk 24
Item 8. Financial Statements and Supplementary Data 25
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 41
Item 9A. Controls and Procedures 41
Item 9B. Other Information 41
PART III
Item 10. Directors, Executive Officers and Corporate Governance 42
Item 11. Executive Compensation 42
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters 42
Item 13. Certain Relationships and Related Transactions, and
Director Independence 42
Item 14. Principal Accountant Fees and Services 43
PART IV
Item 15. Exhibits and Financial Statement Schedules 43
SIGNATURES
2
PART I
ITEM 1. BUSINESS
OVERVIEW
TECHNE Corporation was incorporated on July 17, 1981 in the state of
Minnesota. TECHNE Corporation and Subsidiaries (the Company) are engaged in
the development and manufacturing of biotechnology products and hematology
calibrators and controls. These activities are conducted domestically through
its wholly-owned subsidiary, Research and Diagnostic (R&D) Systems, Inc. The
Company distributes biotechnology products in Europe through its wholly-owned
U.K. subsidiary, R&D Systems Europe Ltd. (R&D Europe). R&D Systems Europe
Ltd. has a sales subsidiary, R&D Systems GmbH, in Germany and a sales office
in France. In late fiscal 2007, the Company established a subsidiary, R&D
Systems China Co. Ltd. (R&D China), in Shanghai, China, to distribute
biotechnology products throughout China. The Company began fulfilling orders
for all third-party Chinese distributors from R&D China beginning in the
first quarter of fiscal 2008.
R&D Systems acquired two subsidiaries effective July 1, 2005. Fortron Bio
Science, Inc. (Fortron), a developer and manufacturer of monoclonal and
polyclonal antibodies, antigens and other biological reagents, was relocated
to the Company's Minneapolis, Minnesota facility in the first quarter of
fiscal 2006. On July 1, 2007, Fortron was merged into R&D Systems. The second
subsidiary acquired on July 1, 2005, BiosPacific, Inc. (BiosPacific), located
in Emeryville, California, is a worldwide supplier of biologics to
manufacturers of in vitro diagnostic systems and immunodiagnostic kits.
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Systems Europe and
hematology. The biotechnology segment consists of R&D Systems' Biotechnology
Division, Fortron (through June 30, 2007), BiosPacific and R&D China, which
develop, manufacture and sell biotechnology research and diagnostic products
world-wide. R&D Systems Europe distributes Biotechnology Division products
throughout Europe. The hematology segment develops and manufactures
hematology controls and calibrators for sale world-wide.
THE MARKET
The Company manufactures and sells products for the biotechnology research
and clinical diagnostics market (cytokines, assays and related products) and
the clinical diagnostics market (hematology controls and calibrators). In
fiscal 2008, 2007 and 2006, net sales from the Company's biotechnology
segment were 64%, 66% and 66%, respectively, of consolidated net sales. Net
sales from the Company's R&D Europe segment were 30%, 27% and 26%,
respectively, of consolidated net sales for same periods. The Company's
hematology segment net sales were 6%, 7% and 8% of consolidated net sales for
fiscal 2008, 2007 and 2006, respectively. Financial information relating to
the Company's operating segments is included in Item 8 of this Annual Report
on Form 10-K.
Biotechnology and R&D Europe Segments
The Company, through its biotechnology and R&D Europe segments, is the
world's leading supplier of cytokines and cytokine-related reagents to the
biotechnology research community. These valuable proteins are produced in
minute amounts by different types of cells and can be isolated from these
cells or synthesized through recombinant DNA technology. Currently nearly
all of the Company's cytokines are produced by recombinant DNA technology.
The growing interest by academic and commercial researchers in cytokines is
largely due to the profound effect that a tiny amount of a cytokine can have
on cells and tissues of the body. Cytokines are intercellular messengers.
They act as signals by interacting with specific receptors on the affected
cells and trigger events that can lead to significant changes in a cell,
tissue or organism. For example, cytokines can signal a cell to acquire the
features necessary for it to take on a more specialized task. Another
example of cytokine action is the key role played in stimulating cells
surrounding a wound to grow and divide, to attract migratory cells to the
injury site and mediate the healing process.
3
In recent years, the Company has added enzymes and intracellular cell
signaling reagents to its product portfolio. Enzymes are biological
catalysts that accelerate a variety of chemical reactions in cells. Most
enzymes, including proteases, kinases and phosphatases, are proteins that
modify the structure and function of other proteins. Many enzymes have the
potential to serve as predictive biomarkers and therapeutic targets for a
variety of diseases including cancer, Alzheimer's, arthritis, autoimmunity,
diabetes, hypertension, obesity, AIDS and SARS.
The Company markets cytokine assay kits under the tradename Quantikine.
These kits are used by researchers to quantify the level of a specific
cytokine in biological fluids, such as serum, plasma, or urine. Cytokine
quantification is an integral component of basic research as well as in the
pharmaceutical discovery and development process.
The Company currently manufactures and sells in excess of 12,000
biotechnology products.
Biotechnology Products
Cytokines and Enzymes. Cytokines, extracted from natural sources or
produced using recombinant DNA technology, are manufactured to the highest
purity. Enzymes and related factors including enzyme substrates and
inhibitors are highly purified and characterized to ensure the highest
biological activity.
Antibodies. Antibodies are proteins produced by the immune system of an
animal that specifically recognize and bind to target molecules. The
Company's polyclonal antibodies are produced in animals (primarily goats
and sheep) and purified from the animals' blood. Monoclonal antibodies
are made by immortalized cell lines derived from the antibody producing
cells of a rodent. Monoclonal antibodies are secreted from these cell
lines during cell culture and purified from the cell culture medium.
Assay Kits. This product line includes human and animal Quantikine kits
which allow research scientists to quantify the amount of a specific
analyte (cytokine, adhesion molecule, enzyme, etc.) in a sample of serum
or other biological fluids.
Clinical Diagnostic Kits. The Company has received Food and Drug
Administration (FDA) marketing clearance for its erythropoietin (EPO),
transferrin receptor (TfR) and Beta2-microglobulin immunoassays for use as
in vitro diagnostic kits.
Flow Cytometry Products. This product line includes fluorochrome labeled
antibodies and Fluorokine kits, which are used to measure the presence or
absence of cell surface receptors for specific cytokines by flow
cytometry.
Intracellular Cell Signaling Products. This diverse product line provides
reagents to study apoptosis (programmed cell death) and to elucidate
signal transduction pathways within cells. Products include antibodies,
phospho-specific antibodies, antibody protein arrays, active caspases,
kinases, and phosphatases, and ELISA assays to quantitate and measure the
activity of apoptotic and signaling molecules.
Hematology Segment
Hematology controls and calibrators are products composed of the various
cellular components of blood which have been stabilized. Proper diagnosis of
many illnesses requires a thorough and accurate analysis of a patient's blood
cells, which is usually done with automated or semi-automated hematology
instruments. Controls and calibrators ensure that these instruments are
performing accurately and reliably.
Blood is composed of plasma, the fluid portion of which is mainly water, and
blood cells, which are suspended in the plasma. There are three basic types
of blood cells: red cells, white cells and platelets. Hemoglobin in red
cells transports oxygen from the lungs throughout the body. White cells
defend the body against foreign invaders. Platelets serve as a "plug" to
stem blood flow at the site of an injury by initiating a complex series of
biochemical reactions that lead to the formation of a clot.
4
These fundamental blood components (red cells, white cells and platelets)
differ widely in size and concentration. As noted above, hematology controls
are used in automated and semi-automated cell counting analyzers to make sure
these instruments are counting blood cells in patient samples accurately.
One of the most frequently performed laboratory tests on a blood sample is a
complete blood count or CBC. Doctors use this test in disease screening and
diagnosis. More than one billion of these tests are done world-wide every
year, the great majority with cell counting instruments. In most
laboratories the CBC consists of the white cell count, the red cell count,
the hemoglobin reading, and the hematocrit reading (the percent of red cells
in a volume of whole blood after it has been centrifuged). Also included in
a CBC test is the differential, which numbers and classifies the different
types of white cells.
These and other characteristics or "parameters" of a blood sample can be
measured by automated or semi-automated cell counters. The number of
parameters measurable in a blood control product depends on the type and
sophistication of the instrument for which the control is designed.
Ordinarily, a hematology control is used once to several times a day to make
sure the instrument is reading accurately. In addition, most instruments
need to be calibrated periodically. Hematology calibrators are similar to
controls, but go through additional testing to ensure that the calibration
values assigned are within tight specifications and can be used to calibrate
the instrument.
The Company offers a wide range of hematology controls and calibrators for
both impedance and laser type cell counters. The Company believes its
products have improved stability and versatility and a longer shelf life than
most of those of its competitors. Hematology control products are also
supplied for use as proficiency testing materials by laboratory certifying
authorities of a number of states and countries.
Hematology Products
Whole Blood CBC Controls/Calibrators. The Company currently produces
controls and calibrators for the following major brands of analyzers:
Abbott Diagnostics, Beckman Coulter, Siemens Healthcare Diagnostics,
Horiba ABX and Sysmex.
Linearity and Reportable Range Controls. These products provide a means
of assessing the linearity of hematology analyzers for white blood cells,
red blood cells, platelets and reticulocytes (immature red blood cells).
Because hematology analyzers are single-point calibrated, these products
allow users to determine and validate the reportable range of an
instrument.
Whole Blood Reticulocyte Controls. These controls are designed for manual
and automated counting of reticulocytes (immature red blood cells).
Whole Blood Flow Cytometry Controls. These products are controls for flow
cytometry instruments. These instruments are used to identify and
quantify white blood cells by their surface markers.
Whole Blood Glucose/Hemoglobin Control. This product is designed to
monitor instruments which measure glucose and hemoglobin in whole blood.
Erythrocyte Sedimentation Rate Control. This product is designed to
monitor erythrocyte (red blood cell) sedimentation rate tests.
Multi-Purpose Platelet Reference Controls. These products, Platelet-Trol
II and Platelet-Trol Extended, are designed for use by automated and semi-
automated analyzers which monitor platelet levels.
Original Equipment Manufacturer (OEM) agreements represent the largest market
for hematology controls and calibrators made by the Company. In fiscal 2008,
2007 and 2006, OEM contracts accounted for $7.0 million, $6.0 million and
$5.8 million, respectively, or 3% of total consolidated net sales in each
fiscal year.
5
PRODUCTS UNDER DEVELOPMENT
The Company is engaged in ongoing research and development in all of its
major product lines: controls and calibrators (hematology) and cytokines,
antibodies, assays and related products (biotechnology). The Company
believes that its future success depends, to a large extent, on its ability
to keep pace with changing technologies and markets. At the same time, the
Company continues to examine its production processes to ensure high quality
and maximum efficiency.
The Company is planning to release new cytokines, antibodies and cytokine
assay kits in the coming year. All of these products will be for research
purposes only and therefore do not require FDA clearance. The Company also
developed several new hematology control products in fiscal 2008 and is
continuously working on product improvements and enhancements. However,
there is no assurance that any of the products in the research and
development phase can be successfully completed or, if completed, can be
successfully introduced into the marketplace.
Research expenses (in thousands): Year Ended June 30,
2008 2007 2006
------- ------- -------
Biotechnology expenses $21,632 $19,333 $18,114
Hematology expenses 762 749 711
------- ------- -------
$22,394 $20,082 $18,825
======= ======= =======
Percent of net sales 8.7% 9.0% 9.3%
INVESTMENTS
The Company has invested in the preferred stock of ChemoCentryx, Inc. (CCX).
CCX is 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 investment and joint research efforts, the Company obtained
exclusive worldwide research and diagnostic marketing rights to chemokine
proteins, antibodies and receptors discovered or developed by CCX. At July
1, 2005, the Company held a 19.9% interest in CCX. The Company has evaluated
the cost versus equity method of accounting for its investment in CCX and
determined that it does not have the ability to exercise significant
influence over the operating and financial policies of CCX and therefore,
accounts for its investment on a cost basis. In April 2006, the Company made
an additional $9.0 million investment in CCX in the form of a 5% convertible
note subject to the limitation that the Company's holdings in CCX not exceed
19.9% of the outstanding voting shares. In June 2006, $4.3 million of the
note was converted into CCX preferred stock. In August 2006, the remainder of
the note and accrued interest were converted into CCX preferred stock. The
Company's equity interest in CCX after the August 2006 conversion was 19.3%.
The Company's net investment in CCX at both June 30, 2008 and 2007 was $14.3
million.
In fiscal 2004, the Company purchased a 10% interest in Hemerus Medical, LLC
(Hemerus) for $3.0 million. In fiscal 2008, 2007 and 2006, the Company
invested an additional $300,000, $700,000 and $750,000, respectively, in
Hemerus, increasing its ownership percentage to 19%. Hemerus was formed in
March 2001 and has acquired and is developing technology for the separation
of leukocytes from blood and blood components. Hemerus owns two patents, has
several patent applications pending and has received FDA clearance to market
its products in the U.S. In parallel with this investment, R&D Systems
entered into a Joint Research Agreement with Hemerus. The research involves
joint projects to explore the use of Hemerus' filter technology to
applications within R&D Systems' Hematology and Biotechnology Divisions. Such
applications, if any, may have commercial potential in other laboratory
environments. The Company accounts for its investment in Hemerus under the
equity method of accounting as Hemerus is a limited liability company. The
Company's net investment in Hemerus was $2.9 million and $3.1 million at June
30, 2008 and 2007, respectively.
6
In fiscal 2007, the Company invested $7.2 million for an equity interest in
Nephromics LLC (Nephromics). Nephromics has licensed technology related to
the diagnosis of preeclampsia and has sublicensed the technology to several
major diagnostic companies for the development of diagnostic assays. The
Company accounts for its investment in Nephromics under the equity method of
accounting as Nephromics is a limited liability company. The Company has a
16.8% equity interest in Nephromics. Its net investment in Nephromics was
$6.2 million and $6.8 million at June 30, 2008 and 2007, respectively.
In December 2007, the Company invested $1.4 million for a 19% interest in
ACTGen, a development stage biotechnology company located in Japan. ACTGen
has intellectual property related to the identification and expression of
molecules. The technology covers techniques to identify cellular molecules
which are destined to be secreted into tissue fluids or shuttled to the cell
membrane. Such molecules represent an ideal target as disease biomarkers.
The Company's net investment in ACTGen was $1.3 million at June 30, 2008.
GOVERNMENT REGULATION
All manufacturers of hematology controls and calibrators are regulated under
the Federal Food, Drug and Cosmetic Act, as amended. All of the Company's
hematology control products are classified as "In Vitro Diagnostic Products"
by the FDA. The entire hematology control manufacturing process, from
receipt of raw materials to the monitoring of control products through their
expiration date, is strictly regulated and documented. FDA inspectors make
periodic site inspections of the Company's hematology control operations and
facilities. Hematology control manufacturing must comply with Quality System
Regulations (QSR) as set forth in the FDA's regulations governing medical
devices.
Three of the Company's immunoassay kits, EPO, TfR and Beta2-microglobulin,
have FDA clearance to be sold for clinical diagnostic use. The Company must
comply with QSR for the manufacture of these kits. Biotechnology products
manufactured in the United States and sold for use in the research market do
not require FDA clearance.
Some of the Company's research groups use small amounts of radioactive
materials in the form of radioisotopes in their product development
activities. Thus, the Company is subject to regulation and inspection by the
Minnesota Department of Health and has been granted license through August
2009. The license is renewable annually. The Company has had no
difficulties in renewing this license in prior years and has no reason to
believe it will not be renewed in the future. If, however, the license was
not renewed, it would have minimal effect on the Company's business since
there are other technologies the research groups could use to replace the use
of radioisotopes.
AVAILABILITY OF RAW MATERIALS
The primary raw material for the Company's hematology controls is whole
blood. Human blood is purchased from commercial blood banks while porcine
and bovine blood is purchased from nearby meat processing plants. After raw
blood is received, it is separated into its components, processed and
stabilized. Although the cost of human blood has increased due to the
requirement that it be tested for certain diseases and pathogens, the higher
cost of these materials has not had a serious adverse effect on the Company's
business. The Company does not perform its own pathogen testing as the
supplier tests all human blood purchased. R&D Systems' Biotechnology
Division develops and manufactures the majority of its cytokines from
synthetic genes developed in-house, thus significantly reducing its reliance
on outside resources. R&D Systems typically has several outside sources for
all critical raw materials necessary for the manufacture of products.
PATENTS AND TRADEMARKS
R&D Systems owns patent protection for certain hematology controls. R&D
Systems may seek patent protection for new or existing products it
manufactures. No assurance can be given that any such patent protection will
be obtained. No assurance can be given that R&D Systems' products do not
infringe upon patents or proprietary rights owned or claimed by others,
particularly for genetically engineered products. R&D Systems has not
conducted a patent infringement study for each of its products. See Item 3
"Legal Proceedings" in this Annual Report on Form 10-K.
7
R&D Systems and R&D Europe have a number of licensing agreements with patent
holders under which they have the non-exclusive right to use patented
technology or the non-exclusive right to manufacture and sell certain
patented cytokine and cytokine related products to the research market. For
fiscal 2008, 2007 and 2006, total royalties expensed under these licenses
were approximately $3.0 million, $2.6 million and $2.6 million, respectively.
R&D Systems has obtained federal trademark registration for certain of its
hematology controls and biotechnology product groups. R&D Systems believes
it has common law trademark rights to certain marks in addition to those
which it has registered.
SEASONALITY OF BUSINESS
Products marketed by R&D Systems and, particularly R&D Europe, historically
experience a slowing of sales or of the rate of sales growth during the
summer months. R&D Systems also usually experiences a slowing of sales
during the Thanksgiving to New Year holiday period. The Company believes
this slowing is a result of vacation schedules in Europe and Japan and of
academic schedules in the United States.
SIGNIFICANT CUSTOMERS
No single customer accounted for more than 10% of total revenues during
fiscal 2008, 2007 or 2006.
BACKLOG
There was no significant backlog of orders for the Company's products as of
the date of this Annual Report on Form 10-K or as of a comparable date for
fiscal 2007. The majority of the Company's biotechnology products are
shipped within one day of receipt of the customers' order. The majority of
hematology products are shipped based on a preset, recurring schedule.
COMPETITION
The worldwide market for cytokines and research diagnostic assay kits is
being supplied by a number of biotechnology companies, including Amersham
Biosciences (GE Healthcare), BD Biosciences, EMD Biosciences, Inc.,
Invitrogen Corporation's BioSource Division, Millipore Corp., PeproTech,
Inc., Santa Cruz Biotechnology, Inc., Sigma-Aldrich Co. and Thermo-Fisher
Scientific. R&D Systems believes that it is the leading worldwide supplier
of cytokine related products in the research marketplace. R&D Systems
believes that the expanding line of its products, their recognized quality,
and the growing demand for these rare and versatile proteins, antibodies and
assay kits, will allow the Company to remain competitive in the growing
biotechnology research and diagnostic market.
Competition is intense in the hematology control business. The first control
products were developed in response to the rapid advances in electronic
instrumentation used in hospital and clinical laboratories for blood cell
counting. Historically, most of the instrument manufacturing companies made
controls for use in their own instruments. With rapid expansion of the
instrument market, however, a need for more versatile controls enabled non-
instrument manufacturers to gain a foothold. Today the market is comprised
of manufacturers of laboratory reagents, chemicals and coagulation products
and independent control manufacturers in addition to instrument
manufacturers. The principal hematology control competitors of R&D Systems'
retail products are Abbott Diagnostics, Beckman Coulter, Inc., Bio-Rad
Laboratories, Streck Laboratories, Inc., Siemens Healthcare Diagnostics and
Sysmex,. R&D Systems believes it is the third largest supplier of hematology
controls in the marketplace behind Beckman Coulter, Inc. and Streck
Laboratories, Inc.
8
EMPLOYEES
Through its subsidiaries, the Company employed 666 full-time and 53 part-time
employees as of June 30, 2008, as follows:
Full-time Part-time
--------- ---------
R&D Systems 598 34
R&D Europe 52 17
BiosPacific 6 0
R&D China 10 2
---- ----
666 53
==== ====
Included in R&D Europe employees are 9 full-time and 3 part-time employees at
R&D Europe's sales subsidiary in Germany.
ENVIRONMENT
Compliance with federal, state and local environmental protection laws in the
United States, United Kingdom, Germany and China had no material effect on
the Company in fiscal 2008.
GEOGRAPHIC AREA FINANICAL INFORMATION
Following is financial information relating to geographic areas (in
thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Net sales
United States $141,443 $127,695 $118,780
Europe 81,628 66,492 57,021
Other areas 34,349 29,295 26,816
-------- -------- --------
Total net sales $257,420 $223,482 $202,617
======== ======== ========
As of June 30,
2008 2007 2006
-------- -------- --------
Long-lived assets
United States $122,644 $121,132 $120,383
Europe 8,992 867 814
Other areas 112 47 --
-------- -------- --------
Total long-lived assets $131,748 $122,046 $121,197
======== ======== ========
Net sales are attributed to countries based on the location of the
customer/distributor. Long-lived assets are comprised of land, buildings and
improvements, equipment, goodwill and intangible assets.
INVESTOR INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"). Therefore, the Company files
periodic reports, proxy statements, and other information with the Securities
and Exchange Commission (the "SEC"). Such reports, proxy statements, and
other information may be obtained by visiting the Public Reference Room of
the SEC at 100 F Street, N.E., Room 1580, Washington, DC 20549 or by calling
the SEC at 1-800-SEC-0330. In addition, the SEC maintains an internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically.
Financial and other information about the Company is available on its
internet site (http://www.techne-corp.com). The Company makes available on
its internet site, copies of its annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to those
reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange
Act as soon as reasonably practicable after filing such material
electronically or otherwise furnishing it to the SEC.
9
ITEM 1A. RISK FACTORS
FORWARD-LOOKING STATEMENTS
Statements in this Annual Report on Form 10-K, and elsewhere, that are
forward-looking involve risks and uncertainties which may affect the
Company's actual results of operations. Certain of these risks and
uncertainties which have affected and, in the future, could affect the
Company's actual results are discussed below. The Company undertakes no
obligation to update or revise any forward-looking statements made due to new
information or future events. Investors are cautioned not to place undue
emphasis on these statements.
RISK FACTORS
The following risk factors should be read carefully in connection with
evaluation of the Company's business and any forward-looking statements made
in this Annual Report on Form 10-K and elsewhere. Any of the following risks
could materially adversely affect the Company's business, operating results
and financial condition.
Our revenues are significantly dependent on sales to research scientists in
the private and public sector, and a decrease in research spending could
negatively impact our revenues.
The Company's biotechnology products are sold primarily to research
scientists at pharmaceutical and biotechnology companies and at university
and government research institutions. Changes in spending on research by
such companies and in the funding that such universities and institutions
receive from government agencies, including the National Institutes of
Health, affects the revenues and earnings of the Company. The Company
carries essentially no backlog of orders and changes in the level of
orders received and filled daily can cause fluctuations in quarterly
revenues and earnings.
We operate in rapidly changing and intensely competitive industries, and may
not be able to keep pace with our competitors.
The biotechnology industry is subject to rapid and significant
technological change. While the hematology controls industry historically
has been less subject to rapid change, it too is evolving and is impacted
significantly by changes in the automated testing equipment offered by
instrument manufacturers. Competitors of the Company are numerous and
include, among others, specialized biotechnology firms, medical laboratory
instrument and equipment manufacturers and disposables suppliers, major
pharmaceutical companies, universities and other research institutions.
There can be no assurance that the Company's competitors will not succeed
in developing technologies and products that are more effective than any
which have been or are being developed by the Company or that would render
the Company's technologies and products obsolete or noncompetitive.
We are significantly dependent on sales made through foreign subsidiaries,
and our revenues could be negatively impacted by changes in exchange rates.
Approximately 31% of the Company's sales are made through its foreign
subsidiaries, which make their sales in foreign currencies. The Company's
revenues and earnings are, therefore, affected by fluctuations in currency
exchange rates.
Our business is subject to governmental regulation, which may have the effect
of delaying or impeding the release of certain of our products.
Ongoing research and development activities and the production and
marketing of certain of the Company's products are subject to regulation
by numerous governmental authorities in the United States and other
countries. The approval process applicable to clinical diagnostic products
of the type that may be developed by the Company may take a year or more.
Delays in obtaining approvals could adversely affect the marketing of new
products developed by the Company.
10
We are dependent on maintaining our intellectual property rights, and cannot
guarantee that we will not be subject to intellectual property litigation in
the future.
The Company's success will depend, in part, on its ability to obtain
licenses and patents, maintain trade secret protection and operate without
infringing the proprietary rights of others. The Company has obtained and
is negotiating licenses to produce a number of cytokines and related
products claimed to be owned by others. Since the Company has not
conducted a patent infringement study for each of its products, it is
possible that products of the Company may unintentionally infringe patents
of third parties or that the Company may have to alter its products or
processes, pay licensing fees or cease certain activities because of
patent rights of third parties, thereby causing additional unexpected
costs and delays which may have a material adverse effect on the Company.
Our success will be dependent on recruiting and retaining highly qualified
personnel, the loss of whom could adversely affect our operations.
Recruiting and retaining qualified scientific and production personnel to
perform research and development work and product manufacturing are
critical to the Company's success. The Company's anticipated growth and
its expected expansion into areas and activities requiring additional
expertise will require the addition of new personnel and the development
of additional expertise by existing personnel. The failure to attract and
retain such personnel could adversely affect the Company's business.
We may incur losses as a result of our investments in other companies, the
success of which is largely out of our control.
The Company's expansion strategies, which include internal development of
new products, collaborations, investments in joint ventures and companies
developing new products related to the Company's business, and the
acquisition of companies for new products and additional customer base,
carry risks that objectives will not be achieved and future earnings will
be adversely affected. Under the equity method of accounting, a percentage
of the losses of certain companies in which the Company invests will be
reported as losses of the Company. The Company may not have control of the
expense levels of such companies and their losses may be greater than
those anticipated by the Company. Additionally, if the Company determines
that its investment in unconsolidated companies is "other than
temporarily" impaired, the Company may write off its entire investment in
such company.
We may be unsuccessful in expanding into China and establishing adequate
distribution channels for our products in China.
The Company recently established a subsidiary in China to provide
warehousing, marketing, sales and technical services for the growing
Chinese market. The Company's ability to recover its investment is
dependent upon its ability to retain current third-party distributors in
China and expand its market share in the region.
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved staff comments as of the date of this report.
11
ITEM 2. PROPERTIES
The Company owns the facilities that its R&D Systems subsidiary occupies in
Minneapolis, Minnesota. The R&D Systems main complex includes approximately
500,000 square feet of administrative, research and manufacturing space in
several adjoining buildings.
The Company owns two additional properties adjacent to its main complex. The
Company has renovated the first property and is currently leasing or plans to
lease approximately 70% of the 176,000 square foot building as retail and
office space and use the remainder as warehouse and storage space. A portion
of the second property is currently leased to third parties and the Company
plans to continue to lease out the building until the space is needed for its
own operations.
The Company owns approximately 649 acres of farmland, including buildings, in
southeast Minnesota. A portion of the land and buildings are being leased to
third parties as cropland and for a dairy operation. The remaining property
is used by the Company to house goats and sheep for polyclonal antibody
production.
Rental income from the above properties was $404,000, $686,000 and $1.3
million in fiscal 2008, 2007 and 2006, respectively.
In April 2008, the Company purchased the 17,000 square foot facility it had
been leasing for its R&D Europe operations in Abingdon, England for $8.3
million.
The Company leases the following facilities:
Company Location Type Square Feet
---------- ------------------------------ ------------ -----------
R&D GmbH Wiesbaden-Nordenstadt, Germany Office space 2,300
BiosPacific Emeryville, California Office space 3,500
R&D China Shanghai, China Office/warehouse 4,500
During fiscal 2008, the Company paid rent on a 6,600 square foot building in
Morrisville, North Carolina that had housed the operations of Fortron. These
operations were transferred to Minneapolis in the first quarter of fiscal
2006. This lease agreement expired on October 31, 2007.
The Company believes the owned and leased property discussed above, are
adequate to meet its occupancy needs in the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
On June 29, 2006, Streck Laboratories, Inc. (Streck) filed a Complaint
against the Company and its subsidiary, R&D Systems, in the United States
District Court for the District of Nebraska. The Complaint alleges patent
infringement involving certain patents issued to Streck relating to the
addition of reticulocytes to hematology controls. The Company has reason to
believe that R&D Systems and not Streck, first invented the inventions
claimed in these patents and several other patents issued to Streck. An
interference was declared by the U.S. Patent and Trademark Office on March
21, 2007 to determine priority of invention between a patent application
filed by R&D and the Streck patents, including each of the patents involved
in the lawsuit. The Company does not believe the resolution of the above
proceedings will have a material impact on the Company's consolidated
financial statements.
12
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of the Company's security holders during
the fourth quarter of the Company's 2008 fiscal year.
Executive Officers of the Company:
(a) The names, ages and positions of each executive officer of the Company
are as follows:
Name Age Position Officer Since
--------------- --- -------------------------------- -------------
Thomas E. Oland 67 Chairman of the Board, 1985
President, Treasurer,
Chief Executive and Director
Marcel Veronneau 54 Vice President, Hematology 1995
Operations
Gregory J. Melsen 56 Vice President of Finance and 2004
Chief Financial Officer
The term of office of each executive officer is annual or until a successor
is elected. There are no arrangements or understandings among any of the
executive officers and any other person (not an officer or director acting as
such) pursuant to which any of the executive officers was selected as an
officer of the Company.
(b) The business experience of the executive officers during the past five
years is as follows:
Thomas E. Oland has been Chairman of the Board, President, Treasurer and
Chief Executive Officer of the Company since December 1985. Mr. Oland also
served as Chief Financial Officer of the Company from December 1985 to
December 2004.
Marcel Veronneau was appointed a Vice President of the Company in March 1995.
Prior thereto, he served as Director of Operations for R&D Systems'
Hematology Division since joining the Company in 1993.
Gregory J. Melsen joined the Company in December 2004 as Vice President of
Finance and Chief Financial Officer. From 2002 to 2004, he served as Vice
President and Chief Financial Officer of PLATO Learning, Inc., a publicly
held provider of computer-based and e-learning educational software. From
1999 to 2001, he held the position of Vice President of Finance, Treasurer
and Chief Financial Officer of American Medical Systems Holdings, Inc., a
publicly traded medical device manufacturer. Previously, Mr. Melsen was
employed by a public accounting firm for 19 years, including nine years as an
audit partner.
PART II
ITEM 5. MARKET FOR THE COMPANY'S COMMON EQUITY, RELATED STOCKHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's common stock trades on The Nasdaq National Market under the
symbol "TECH." The following table sets forth for the periods indicated the
range of the closing price per share for the Company as reported by the
Nasdaq National Market.
Fiscal 2008 Price Fiscal 2007 Price
High Low High Low
------ ------ ------ ------
1st Quarter $66.38 $56.20 $52.08 $45.63
2nd Quarter 69.90 61.66 56.75 51.09
3rd Quarter 71.12 59.49 60.67 54.68
4th Quarter 79.73 64.84 61.87 54.95
13
As of August 26, 2008, there were approximately 240 shareholders of record.
As of August 26, 2008, there were over 60,000 beneficial shareholders of the
Company's common stock. TECHNE Corporation has never paid cash dividends on
its common stock, although its Board of Directors periodically considers the
payment of cash dividends.
The following table sets forth the repurchases of Company Common Stock for
the quarter ended June 30, 2008.
Maximum Approximate
Dollar Value
Total Number of of Shares
Shares Purchased that May Yet
Total Number Average as Part of Be Purchased
Of Shares Price Paid Publicly Announced Under the Plans
Period Purchased Per Share Plans or Programs or Programs
-------------- ------------ ---------- ------------------ -------------------
4/1/08-4/30/08 132,853 66.78 132,853 $98.6 million
5/1/08-5/31/08 7,362 73.56 7,362 $98.1 million
6/1/08-6/30/08 0 -- 0 $98.1 million
In November 2007, the Company authorized a plan for the repurchase and
retirement of up to $150 million of its common stock. The plan does not have
an expiration date.
The following chart compares the cumulative total shareholder return on the
Company's Common Stock with the S&P Midcap 400 Index and the S&P 400
Biotechnology Index. The comparison assumes $100 was invested on the last
trading day before July 1, 2003 in the Company's Common Stock and in each of
the foregoing indices and assumes reinvestment of dividends.
COMPARISION OF CUMULATIVE FIVE YEAR TOTAL RETURN
INDEXED RETURNS
Years Ending
Company / Index June 2004 June 2005 June 2006 June 2007 June 2008
--------------------- --------- --------- --------- --------- ---------
Techne Corp 143.16 151.27 167.78 188.50 254.99
S&P Midcap 400 127.98 145.94 164.88 195.40 181.07
S&P 400 Biotechnology 112.82 105.89 107.89 113.18 146.70
14
ITEM 6. SELECTED FINANCIAL DATA
(Dollars in thousands, except per share data)
2008 2007 2006 (1) 2005 2004
-------- -------- -------- -------- --------
Income and Share Data:
Net sales $257,420 $223,482 $202,617 $178,652 $161,257
Gross margin(2) 79.5% 79.1% 77.4% 79.4% 78.4%
Selling, general and
administrative expenses(2) 14.3% 13.9% 13.6% 13.7% 13.5%
Research and development
expenses(2) 8.7% 9.0% 9.3% 10.3% 12.9%
Operating income(2) 56.1% 55.6% 53.6% 54.7% 51.0%
Earnings before income taxes(2) 59.8% 57.7% 54.9% 55.9% 51.2%
Net earnings(2) 40.2% 38.1% 36.2% 37.0% 32.8%
Diluted earnings per share $ 2.64 $ 2.15 $ 1.85 $ 1.62 $ 1.27
Average common and common
equivalent shares--
diluted (in thousands) 39,247 39,513 39,594 40,920 41,697
Share price:
High $ 79.73 $ 61.87 $ 60.14 $ 47.25 $ 43.45
Low $ 56.20 $ 45.63 $ 46.40 $ 33.11 $ 28.11
Balance Sheet and Cash Flow
Data as of June 30:
Cash, cash equivalents
and short-term available-
for-sale investments $206,345 $164,774 $108,846 $ 97,134 $ 93,735
Receivables 33,332 30,966 25,078 23,722 21,099
Inventories 9,515 8,757 9,024 7,758 7,457
Working capital 238,194 195,645 131,856 120,965 114,606
Total assets 507,369 454,844 370,512 295,263 325,460
Long-term debt, less
current portion -- -- 12,198 13,378 14,576
Net cash provided by
operating activities 115,317 90,503 85,589 74,433 65,553
Capital expenditures 16,365 8,076 4,603 11,410 3,710
Financial Ratios:
Return on average equity 22.4% 21.9% 24.1% 23.4% 19.8%
Return on average assets 21.5% 20.6% 22.0% 21.3% 18.0%
Current ratio 12.77 12.38 8.34 9.63 9.52
Price to earnings ratio(3) 29 27 28 28 34
Employee Data:
Full-time employees 666 628 577 538 534
(1) The Company acquired Fortron Bio Science, Inc. and BiosPacific, Inc. on
July 1, 2005.
(2) As a percent of net sales.
(3) Common share price at end of fiscal year (June 30) divided by the diluted
earnings per share for the respective fiscal year.
The Company has not declared any cash dividends in the past, although its
Board of Directors periodically considers the payment of cash dividends.
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Overview
TECHNE Corporation and Subsidiaries (the Company) are engaged in the
development and manufacturing of biotechnology products and hematology
calibrators and controls. These activities are conducted domestically through
its wholly-owned subsidiary, Research and Diagnostic (R&D) Systems, Inc. The
Company distributes biotechnology products in Europe through its wholly-owned
U.K. subsidiary, R&D Systems Europe Ltd. (R&D Europe). R&D Systems Europe
Ltd. has a sales subsidiary, R&D Systems GmbH, in Germany and a sales office
in France. In late fiscal 2007, the Company established a subsidiary, R&D
Systems China Co. Ltd. (R&D China), in Shanghai, China, to distribute
biotechnology products throughout China. The Company began fulfilling orders
for all third-party Chinese distributors from R&D China in the first quarter
of fiscal 2008.
R&D Systems acquired two subsidiaries effective July 1, 2005. Fortron Bio
Science, Inc. (Fortron), a developer and manufacturer of monoclonal and
polyclonal antibodies, antigens and other biological reagents, was relocated
to the Company's Minneapolis, Minnesota facility in the first quarter of
fiscal 2006. On July 1, 2007, Fortron was merged into R&D Systems. The second
subsidiary acquired on July 1, 2005, BiosPacific, Inc. (BiosPacific), located
in Emeryville, California, is a worldwide supplier of biologics to
manufacturers of in vitro diagnostic systems and immunodiagnostic kits.
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Systems Europe and
hematology. The biotechnology segment consists of R&D Systems' Biotechnology
Division, Fortron (through June 30, 2007), BiosPacific and R&D China, which
develop, manufacture and sell biotechnology research and diagnostic products
world-wide. R&D Systems Europe distributes Biotechnology Division products
throughout Europe. The hematology segment develops and manufactures
hematology controls and calibrators for sale world-wide.
Overall Results
Consolidated net earnings increased 21.7% for fiscal 2008 as compared to
fiscal 2007. Increased consolidated net sales was the primary reason for the
improvement. Consolidated net sales increased 15.2% from fiscal 2007. The
favorable impact on fiscal 2008 consolidated net earnings, as compared to
fiscal 2007, from changes in exchange rates used to convert foreign
currencies (primarily British pound sterling and euro) to U.S. dollars was
$1.3 million.
Consolidated net earnings increased 16.0% for fiscal 2007 as compared to
fiscal 2006. Increased consolidated net sales and higher gross margins were
the primary reason for the improvement. Consolidated net sales increased
10.3% from fiscal 2006. The consolidated gross margin percentage increased
from 77.4% of consolidated net sales in fiscal 2006 to 79.1% in fiscal 2007
partly due to less purchase accounting impact in fiscal 2007 related to
inventory acquired from Fortron and BiosPacific. The favorable impact on
fiscal 2007 consolidated net earnings, as compared to fiscal 2006, from
changes in exchange rates used to convert foreign currencies (primarily
British pound sterling) to U.S. dollars was $1.6 million.
Results of Operations
Net sales (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Biotechnology $165,663 $146,614 $134,424
R&D Europe 75,735 61,766 52,954
Hematology 16,022 15,102 15,239
-------- -------- --------
$257,420 $223,482 $202,617
======== ======== ========
Consolidated net sales for fiscal 2008 were $257.4 million, an increase of
$33.9 million (15.2%) from fiscal 2007. Consolidated net sales were favorably
affected by the strength of foreign currencies as compared to the U.S.
dollar. The favorable impact on consolidated net sales of the change from the
prior year in exchange rates used to convert sales in foreign currencies into
U.S. dollars was $6.4 million for fiscal 2008. Excluding the effect of
changes in foreign currency exchange rates, consolidated net sales increased
12.3% for fiscal 2008.
16
Biotechnology net sales in fiscal 2008 increased $19.0 million (13.0%) from
fiscal 2007. The majority of the biotechnology net sales increase was from
increased sales volume, including shipments to diagnostic customers.
Increased sales to diagnostic customers positively effected biotechnology net
sales in fiscal 2008. Excluding sales to diagnostic customers, biotechnology
net sales increased 12.4% for the fiscal year ended June 30, 2008 as compared
to the prior fiscal year. Biotechnology net sales to international
distributors, pharmaceutical/biotechnology customers and academic customers
increased 14.5%, 10.0% and 7.7%, respectively, in fiscal 2008 from fiscal
2007. R&D Europe net sales increased $14.0 million (22.6%) in fiscal 2008.
R&D Europe net sales increased 12.2% for fiscal 2008 when measured at
currency rates in effect in fiscal 2007, mainly as a result of increased
sales volume. Hematology net sales in fiscal 2008 increased $920,000 (6.1%)
due to increased sales volume.
Consolidated net sales for fiscal 2007 were $223.5 million, an increase of
$20.9 million (10.3%) from fiscal 2006. Consolidated net sales were favorably
affected by the strength of foreign currencies as compared to the U.S.
dollar. The favorable impact on consolidated net sales of the change from the
prior year in exchange rates used to convert sales in foreign currencies into
U.S. dollars was $5.3 million for fiscal 2007. Excluding the effect of
changes in foreign currency exchange rates, consolidated net sales increased
7.7% in fiscal 2007.
Biotechnology net sales in fiscal 2007 increased $12.2 million (9.1%) from
fiscal 2006. Approximately $1.2 million of the increase in biotechnology net
sales for fiscal 2007 was the result of price increases. The remainder of the
biotechnology net sales increase was from increased sales volume with the
greatest sales growth from pharmaceutical/biotechnology and academic
customers. R&D Europe net sales increased $8.8 million (16.6%) in fiscal
2007. R&D Europe net sales increased 6.6% for fiscal 2007 when measured at
currency rates in effect in fiscal 2006, mainly as a result of increased
sales volume. Hematology net sales in fiscal 2007 decreased $137,000 (1.0%)
due to decreased retail sales.
Gross margins, as a percentage of net sales, were as follows:
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Biotechnology 79.7% 79.9% 78.3%
R&D Europe 56.5% 52.9% 50.0%
Hematology 41.0% 43.1% 43.6%
Consolidated 79.5% 79.1% 77.4%
The improvement in consolidated gross margins for fiscal 2008 was the result
of higher gross margins at R&D Europe due to favorable exchange rates between
a weaker U.S. dollar and stronger British pound sterling and the result of
higher sales growth in the Biotechnology Division as compared to the sales
growth in the lower margin Hematology Division.
The biotechnology gross margin percentages for fiscal 2007 and 2006 were
affected by purchase accounting related to inventory on hand at the
acquisition date of Fortron and BiosPacific in fiscal 2006. Included in cost
of sales for fiscal 2007 and 2006 were $455,000 and $1.7 million,
respectively, related to inventory purchase accounting. The increase in R&D
Europe's gross margin percentage in fiscal 2007 was mainly the result of
favorable exchange rates between a weaker U.S. dollar and stronger British
pound sterling.
Selling, general and administrative expenses increased $5.7 million (18.6%)
and $3.4 million (12.2%) in fiscal 2008 and 2007, respectively. Selling,
general and administrative expenses were as follows (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Biotechnology $20,981 $17,460 $15,442
R&D Europe 9,667 8,756 7,784
Hematology 2,003 1,690 1,625
Corporate 4,064 3,059 2,753
-------- -------- --------
$36,715 $30,965 $27,604
======== ======== ========
The increase from the comparable fiscal year was primarily the result of the
following (in thousands):
Increase/(Decrease)
2008 2007
-------- --------
Biotechnology:
Profit sharing and bonus expense $1,776 $ 492
China selling, general and
administrative expense 552 15
R&D Europe:
Change in exchange rates to convert
British pounds to U.S dollars 311 751
Hematology:
Profit sharing and bonus expense 221 50
Corporate:
Legal fees 837 267
Stock-based compensation expense 151 (53)
17
The increase in profit sharing and bonus expense for both fiscal years was
the result of increased sales and earnings from the prior years. Operations
in China were established in late fiscal 2007, resulting in increased
expenses in fiscal 2008. The increase in legal fees in both fiscal years was
due to on-going patent interference and infringement litigation. The increase
in stock-based compensation expense in fiscal 2008 was due to an increase in
the number of stock options granted in fiscal 2008 compared to fiscal 2007 as
a result of expanding the Board of Directors by one member. The remainder of
the increase in selling, general and administrative expenses for both fiscal
years was mainly the result of annual wage and salary increases and the
hiring of additional marketing and administrative personnel.
Research and development expenses increased $2.3 million (11.5%) and $1.3
million (6.7%) in fiscal 2008 and 2007, respectively, as compared to prior-
year periods. The increases were primarily the result of the development of
new cytokines, antibodies and assay kits by R&D Systems' Biotechnology
Division. Research and development expenses are composed of the following (in
thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Biotechnology $21,632 $19,333 $18,114
Hematology 762 749 711
-------- -------- --------
$22,394 $20,082 $18,825
======== ======== ========
Amortization of intangible assets. Amortization expense was $1.1 million,
$1.6 million and $2.0 million in fiscal 2008, 2007 and 2006, respectively,
related mainly to technologies, trade names and customer relationships
acquired as a result of the acquisitions in fiscal 2006 of BiosPacific and
Fortron. Intangible assets are being amortized over lives of two to eight
years.
Interest expense and income. Interest expense in fiscal 2007 and 2006 was
$1.1 million and $1.0 million, respectively. Through October 2006, the
Company had a floating interest rate mortgage note outstanding. Fiscal 2007
interest expense included $651,000 of prepayment penalty and $78,000 of
unamortized loan origination fees. Interest income for fiscal 2008, 2007 and
2006 was $12.2 million, $8.4 million and $4.7 million, respectively. The
increases from the prior years were due to higher cash and investment
balances and increased interest rates.
Other non-operating expense (income) consists of foreign currency transaction
gains and losses, rental income, building expenses related to rental
property, an other-than-temporary decline in market value of a marketable
equity security and the Company's share of losses by equity method investees
as follows (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Foreign currency losses (gains) $ (807) $ 82 $ (30)
Rental income (404) (686) (1,286)
Real estate taxes, depreciation
and utilities 2,315 2,212 1,982
Impairment loss on marketable
equity security 400 -- --
Losses by equity method investees 1,140 966 418
-------- -------- --------
$ 2,644 $ 2,574 $ 1,084
======== ======== ========
The Company has an investment in the common stock of Immunicon Corporation
(IMMC), a publicly-held company primarily focused on the development and sale
of cancer diagnostic and research products and services. In June 2008, IMMC
filed for relief under Chapter 11 of the U.S. Bankruptcy Code and announced
the sale of substantially all of its assets. The Company determined that the
reduction in market value of its investment in IMMC is other-than-temporary
and wrote off its investment in fiscal 2008.
The Company has two equity method of accounting investments in limited
liability corporations, Hemerus Medical, LLC (Hemerus) and Nephromics, LLC
(Nephromics). See Cash flows from investing activities following.
Income taxes for fiscal 2008, 2007 and 2006 were provided at rates of
approximately 32.7%, 34.0% and 34.0%, respectively, of consolidated earnings
before income taxes. The fiscal 2008 consolidated tax rate was positively
impacted by changes in state apportionment percentages. U.S. federal taxes
have been reduced by the credit for research and development expenditures
through December 2007, the benefit for extraterritorial income through
December 2006 and the manufacturer's deduction provided for under the
American Jobs Creation Act of 2004. Foreign income taxes have been provided
at rates which approximate the tax rates in the countries in which R&D Europe
and R&D China operate. Without significant business developments, the Company
expects income tax rates for fiscal 2009 to range from 33.0% to 34.0%.
QUARTERLY FINANCIAL INFORMATION (Unaudited)
(in thousands, except per share data)
Fiscal 2008 Fiscal 2007
------------------------------- -------------------------------
First Second Third Fourth First Second Third Fourth
Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
------- ------- ------- ------- ------- ------- ------- -------
Net sales $57,987 $62,142 $69,522 $67,769 $52,351 $52,509 $60,197 $58,425
Gross margin 45,883 49,391 55,376 53,881 41,114 41,795 48,178 45,728
Earnings
before taxes 34,753 35,581 42,992 40,505 29,712 28,230 36,847 34,142
Income taxes 11,681 11,942 13,402 13,248 10,081 9,567 12,954 11,218
Net earnings 23,072 23,639 29,590 27,257 19,631 18,663 23,893 22,924
Basic earnings
per share 0.58 0.60 0.76 0.70 0.50 0.47 0.61 0.58
Diluted earnings
per share 0.58 0.60 0.76 0.70 0.50 0.47 0.60 0.58
18
Liquidity and Capital Resources
Cash, cash equivalents and available-for-sale investments at June 30, 2008
were $293.7 million compared to $256.2 million at June 30, 2007. The Company
has an unsecured line of credit of $750,000 available at June 30, 2008 which
expires on October 31, 2008. The interest rate charged on the line of credit
is a floating rate at the one month London interbank offered rate (Libor)
plus 1.75%. There were no borrowings on the line in the current or prior
fiscal year.
Management of the Company expects to be able to meet its foreseeable future
cash and working capital requirements for operations, facility expansion
and capital additions through currently available funds, cash generated from
operations and maturities of available-for-sale investments.
Cash flows from operating activities. The Company generated cash from
operations of $115.3 million, $90.5 million and $85.6 million in fiscal 2008,
2007 and 2006, respectively. The increase in cash generated from operating
activities in fiscal 2008 as compared to fiscal 2007 was mainly the result
of increased net earnings of $18.4 million. In addition, changes in operating
assets and liabilities in fiscal 2008 positively impacted net cash from
operating activities by $2.3 million compared to a negative impact in fiscal
2007 of $3.0 million as a result in changes in the timing of cash payments
and receipts.
The increase in cash generated from operating activities in fiscal 2007 as
compared to fiscal 2006 was the result of increased net earnings of $11.8
million partially offset by decreases in income taxes payable and the excess
tax benefit from stock option exercises aggregating $2.0 million in 2007
compared to a $3.1 million increase in fiscal 2006, and an increase in trade
and other receivables of $5.0 million compared to an increase of $2.2 million
in fiscal 2006. The $5.1 million decrease in income taxes payable in fiscal
2007 as compared to fiscal 2006 was the result of higher U.S. federal and
state income tax deposits. The increase in trade and other receivable in
fiscal 2007 as compared to fiscal 2006 was the result of increased sales.
Cash flows from investing activities. Capital additions consist of the
following (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Laboratory, manufacturing,
and computer equipment $ 3,010 $ 2,484 $ 2,225
Construction/renovation 5,012 5,592 2,378
Property purchase 8,343 -- --
-------- -------- --------
$ 16,365 $ 8,076 $ 4,603
======== ======== ========
In fiscal 2008, the Company purchased the facility it had been leasing for
its R&D Europe operations in Abingdon, England for $8.3 million. The purchase
was financed through available cash.
In fiscal 2006, the Company began construction of additional laboratory space
at its Minneapolis facility. Included in fiscal 2008, 2007 and 2006 capital
additions were approximately $4.3 million, $5.6 million and $1.5 million,
respectively, related to this construction and the renovation of existing
laboratory space. The additional construction in fiscal 2008 was for the
build out of rental space for tenants. The additional construction in fiscal
2006 related mainly to additional facilities to house goats and sheep used
in the production of antibodies. Construction was financed through available
cash.
Capital additions for laboratory, manufacturing and computer equipment and
space renovations planned for fiscal 2009 are expected to be approximately
$6.7 million and are expected to be financed through currently available cash
and cash generated from operations.
The Company's net purchases of available-for-sale investments in fiscal 2008,
2007 and 2006 were $8.6 million, $23.8 million and $36.8 million,
respectively. The Company's investment policy is to place excess cash in
municipal and corporate bonds with the objective of obtaining the highest
possible return with the lowest risk, while keeping funds accessible.
Additional investments in unconsolidated entities were as follows (in
thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
ACTGen, Inc. $ 1,423 $ -- $ --
Hemerus 300 700 750
Nephromics -- 7,200 --
ChemoCentryx, Inc. -- -- 9,000
-------- -------- --------
$ 1,723 $ 7,900 $ 9,750
======== ======== ========
19
In December 2007, the Company invested $1.4 million for a 19% interest in
ACTGen, Inc. (ACTGen), a development stage biotechnology company located in
Japan. The Company's net investment in ACTGen at June 30, 2008 was $1.3
million.
In fiscal 2004, the Company purchased a 10% interest in Hemerus for $3
million. In fiscal 2008, 2007 and 2006, the Company invested an additional
$300,000, $700,000 and $750,000, respectively, in Hemerus, increasing its
ownership percentage to 19%. The Company's net investment in Hemerus at June
30, 2008 and 2007 was $2.9 million and $3.1 million, respectively. Hemerus'
success is dependent on its ability to market its products and to obtain
adequate financing. The Company has financial exposure to any losses of
Hemerus to the extent of its net investment.
In fiscal 2007, the Company invested $7.2 million for an 18% equity interest
in Nephromics. In March 2008, Nephromics issued additional membership units
which reduced the Company's ownership percentage to 16.8%. At June 30, 2008
and 2007, the Company's net investment in Nephromics was $6.2 million and
$6.8 million, respectively. The Company has financial exposure to any losses
of Nephromics to the extent of its net investment.
In April 2006, the Company made an additional $9 million investment in
ChemoCentryx, Inc. (CCX), a technology and drug development company, in the
form of a 5% convertible note subject to the limitation that the Company's
holdings in CCX not exceed 19.9% of the outstanding voting shares. In June
2006, $4.3 million of the note was converted into shares of CCX preferred
stock. In August 2006, the balance of the convertible note and accrued
interest were converted into shares of CCX preferred stock and the Company's
equity interest in CCX decreased to 19.3%. The Company's net investment
in CCX at both June 30, 2008 and 2007 was $14.3 million.
All of the above investments were financed through cash and equivalents on
hand.
The Company acquired Fortron and BiosPacific effective July 1, 2005 for an
aggregate purchase price of $20 million. Cash acquired in the transactions
was $413,000. The net acquisition cost of $19.6 million was financed through
cash and equivalents on hand at July 1, 2005.
Cash flows from financing activities. The Company received $3.1 million, $2.7
million and $12.6 million for the exercise of options for 86,000, 78,000 and
739,000 shares of common stock in fiscal 2008, 2007 and 2006, respectively.
The Company recognized excess tax benefits from stock option exercises of
$524,000, $534,000 and $8.0 million in fiscal 2008, 2007 and 2006,
respectively.
In fiscal 2008, 2007 and 2006, the Company purchased 23,641, 24,400 and
22,541 shares of common stock, respectively, for its employee Stock Bonus
Plans at a cost of $1.5 million, $1.2 million and $1.3 million, respectively.
In fiscal 2008, the Board of Directors authorized the Company to purchase up
to $150 million of its common stock. In fiscal 2008, the Company purchased
and retired 899,000 shares of common stock at a market value of $58.7
million. In March 2005, the Company repurchased approximately 2.9 million
shares of its common stock under an accelerated stock buyback ("ASB")
transaction for an initial value of approximately $100 million ($34.45 per
share). The ASB agreement was subject to a market price adjustment provision
based upon the volume weighted average price during the nine-month period
ending in December 2005. In December 2005, the Company settled the ASB
agreement with a payment of $26.0 million using cash and equivalents on hand
as of the settlement date.
In fiscal 2007, the Company paid off its mortgage debt. The total payment of
$13.8 million included a prepayment penalty of $651,000 which is included in
interest expense in the consolidated statement of earnings for fiscal 2007.
The Company has never paid cash dividends, although its Board of Directors
periodically considers the payment of cash dividends.
Contractual Obligations
The following table summarizes the Company's contractual obligations and
commercial commitments as of June 30, 2008 (in thousands):
Payments Due by Period
Total Less than 1 Year 1-3 Years
-------- ---------------- -----------
Operating leases $ 680 $ 284 $ 396
Minimum royalty payments 145 145 --
-------- -------- --------
$ 825 $ 429 $ 396
======== ======== ========
20
The Company has no contractual obligations under which payments are due after
three or more years. The above table does not include any reserves for income
taxes under the Financial Accounting Standards Board (FASB) Interpretation
No. 48, Accounting for Uncertainty in Income Taxes - an interpretation of
FASB Statement No. 109, as the Company is unable to reasonably predict the
ultimate amount or timing of settlement of any reserve for income taxes.
Off-balance Sheet Arrangements
The Company is not a party to any off-balance sheet transactions,
arrangements or obligations that have, or are reasonably likely to have, a
material effect on the Company's financial condition, changes in the
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources.
Critical Accounting Policies
Management's discussion and analysis of the Company's financial condition and
results of operations are based upon the Company's consolidated financial
statements, which have been prepared in accordance with accounting principles
generally accepted in the United States of America. The preparation of these
financial statements requires management to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses,
and related disclosure of contingent assets and liabilities. On an ongoing
basis, management evaluates its estimates. Management bases its estimates on
historical experience and on various other assumptions that are believed to
be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that
are not readily apparent from other sources. Actual results may differ from
these estimates under different assumptions or conditions.
The Company has identified the policies outlined below as critical to its
business operations and an understanding of results of operations. The
listing is not intended to be a comprehensive list of all accounting
policies.
Valuation of available-for-sale investments. The Company considers all of
its marketable securities available-for-sale and reports them at fair market
value. Fair market values, other than for auction-rate securities, are based
on quoted market prices. Fair market values of the Company's auction-rate
securities, are based on an internal valuation model. In determining the fair
market value of its auction-rate securities, the Company has made assumptions
related to interest rates, credit worthiness of the issuer and the Company's
ability and intent to hold the investments until recovery of fair value.
Unrealized gains and losses on available-for-sale investments are excluded
from income, but are included, net of taxes, in other comprehensive income.
If an "other-than-temporary" impairment is determined to exist, the
difference between the value of the investment recorded in the financial
statements and the Company's current estimate of fair value is recognized as
a charge to earnings in the period in which the impairment is determined.
Net unrealized losses on available-for-sale investments at June 30, 2008
were $2.5 million.
Valuation of inventory. Inventories are stated at the lower of cost (first-
in, first-out method) or market. The Company regularly reviews inventory on
hand for slow-moving and obsolete inventory, inventory not meeting quality
control standards and inventory subject to expiration.
To meet strict customer quality standards, the Company has established a
highly controlled manufacturing process for proteins and antibodies. New
protein and antibody products require the initial manufacture of multiple
batches to determine if quality standards can be consistently met. In
addition, the Company will produce larger batches of established products
than current sales requirements due to economies of scale. The manufacturing
process for proteins and antibodies, therefore, has and will continue to
produce quantities in excess of forecasted usage. The Company values its
manufactured protein and antibody inventory based on a two-year forecast. The
establishment of a two-year forecast requires considerable judgment. Protein
and antibody quantities in excess of the two-year usage forecast are
considered impaired and not included in the inventory value. Through March
31, 2006, due to changes in the Company's forecast, reserves for previously
written off inventories may have been reversed in subsequent periods.
Inventory reserves reversed through March 31, 2006 were not material to the
Company's consolidated results of operations, consolidated financial
position, assets or stockholders' equity as of and for each of the periods
presented. Subsequent to March 31, 2006, the Company changed its policy and
no longer reverses reserves on previously unvalued inventories. This change
in valuation method did not have a material impact on the Company's fiscal
2008, 2007 and 2006 consolidated financial statements. The value of protein
and antibody inventory reserved at June 30, 2008 was $16.0 million.
21
Valuation of goodwill. The Company is required to perform an annual review
for impairment of goodwill in accordance with FASB Statement of Financial
Accounting Standards (SFAS) No. 142, Goodwill and Other Intangible Assets.
Goodwill is considered to be impaired if it is determined that the carrying
amount of the reporting unit exceeds its fair value. Assessing the impairment
of goodwill requires the Company to make judgments regarding the fair value
of the net assets of its reporting units and the allocation of the carrying
amount of shared assets to the reporting units. The Company's annual
assessment included comparison of the carrying amount of the net assets of
the Company's biotechnology operations to its share of the Company's market
capitalization at year end. A significant change in the Company's market
capitalization or in the carrying amount of net assets of the biotechnology
operations could result in an impairment charge in future periods. Goodwill
at June 30, 2008 was $25.1 million.
Valuation of intangible and other long-lived assets. The Company reviews the
carrying amount of intangible and other long-lived assets for impairment
whenever events or changes in circumstances indicate the carrying amount of
an asset may not be recoverable. This assessment requires the Company to make
assumptions and judgments regarding the fair value of these asset groups.
Asset groups are considered to be impaired if their carrying amount exceeds
the asset groups' ability to continue to generate income from operations and
positive cash flow in future periods. If asset groups are considered
impaired, the amount by which the carrying amount exceeds its fair value
would be expensed as an impairment loss. The net carrying amount of
intangible assets at June 30, 2008 was $4.0 million. The net carrying amount
of property and equipment was $101.7 million at June 30, 2008.
Valuation of investments. The Company has made equity investments in several
start-up and early development stage companies, among them CCX, Hemerus,
Nephromics and ACTGen. The accounting treatment of each investment (cost
method or equity method) is dependent upon a number of factors, including,
but not limited to, the Company's share in the equity of the investee and the
Company's ability to exercise significant influence over the operating and
financial policies of the investee. In determining which accounting treatment
to apply, the Company must make judgments based upon the quantitative and
qualitative aspects of the investment.
The Company periodically assesses its equity investments for impairment.
Development stage companies, of the type the Company has invested in, are
dependent on their ability to raise additional funds to continue research and
development efforts and on receiving patent protection and/or U.S. Food and
Drug Administration (FDA) clearance to market their products. If such funding
were unavailable or inadequate to fund operations or if patent protection or
FDA clearance were not received, the Company would potentially recognize an
impairment loss to the extent of its remaining net investment. The Company's
net investments at June 30, 2008 in CCX, Hemerus, Nephromics and ACTGen were
$14.3 million, $2.9 million, $6.2 million and $1.3 million, respectively.
Assessment of claims or pending litigation. The Company is routinely subject
to claims and involved in legal actions which are incidental to the business
of the Company. Although it is difficult to predict the ultimate outcome of
these matters, management believes that any ultimate liability will not
materially affect the consolidated financial position or results of
operations of the Company. As additional information becomes available,
the Company will assess the potential liabilities related to claims or
pending litigation and revise estimates as needed. Such revisions
could materially impact the Company's consolidated financial position
or results of operations.
22
Recent Accounting Pronouncements
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business
Combinations (SFAS No. 141R), which replaces SFAS No. 141. The statement
retains the purchase method of accounting for acquisitions, but requires a
number of changes, including changes in the way assets and liabilities are
recognized in the purchase accounting. It also changes the recognition of
assets acquired and liabilities assumed arising from contingencies, requires
the capitalization of in-process research and development at fair value, and
requires the expensing of acquisition-related costs as incurred. SFAS No.
141R must be applied prospectively to business combinations consummated
by the Company beginning in fiscal 2010.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The
Statement establishes a single authoritative definition of fair value, sets
out a framework for measuring fair value, and requires additional disclosures
about fair value measurements. SFAS No. 157 applies only to fair value
measurements that are already required or permitted by other accounting
standards and is effective for the Company in fiscal 2009. In February 2008,
the FASB deferred the effective date of SFAS No. 157 for one year as it
relates to the fair value measurement requirements for nonfinancial assets
and nonfinancial liabilities, except for items that are recognized or
disclosed at fair value in the financial statements on a recurring basis. The
Company is currently evaluating the impact of adopting SFAS No. 157 on its
footnote disclosures.
Market Risk
At the end of fiscal 2008, the Company had an investment portfolio of fixed
income securities, excluding those classified as cash and cash equivalents,
of $126.7 million (see Note B of Notes to Consolidated Financial Statements).
These securities, like all fixed income instruments, are subject to interest
rate risk and will decline in value if market interest rates increase.
At June 30, 2008 and 2007, the Company held $8.7 million and $18.7 million
par value, respectively, of investments in auction-rate securities. All of
the securities are rated A or above and consist of specifically identifiable
tax-free municipal revenue bonds where the underlying credit can be evaluated
and rated. The Company classifies its auction-rate securities as long-term
available-for-sale investments. In mid-February 2008, market auctions,
including several in the Company's auction-rate portfolio, began to fail due
to insufficient buyers. There is no evidence of a deterioration in the
creditworthiness of the issuers of the securities in the Company's auction-
rate portfolio. The Company has determined that several of its investments
in auction-rate securities are temporarily impaired and has reduced the value
of its auction-rate investments to $5.8 million as of June 30, 2008.
Unrealized losses on available-for-sale investments, including the $2.9
million reduction in value of the Company's auction-rate investments, net of
tax benefit, are reflected in accumulated other comprehensive income, a
component of stockholders' equity. The Company continues to believe that it
will ultimately recover all amounts invested in these securities.
The Company operates internationally, and thus is subject to potentially
adverse movements in foreign currency rates. The Company is exposed to market
risk from foreign exchange rate fluctuations of the British pound sterling,
the euro and the Chinese yuan to the U.S. dollar as the financial position
and operating results of the Company's U.K. subsidiary and European
operations and Chinese subsidiary are translated into U.S. dollars for
consolidation. Month-end exchange rates between the British pound sterling,
euro and Chinese yuan and the U.S. dollar were as follows:
Year Ended June 30,
2008 2007 2006
-------- -------- --------
British pound:
High $2.08 $2.00 $1.87
Low 1.98 1.87 1.72
Average 2.01 1.95 1.78
Euro:
High $1.58 $1.36 $1.28
Low 1.36 1.27 1.18
Average 1.48 1.31 1.22
Chinese yuan:
High $.146 N/A N/A
Low .132 N/A N/A
Average .138 N/A N/A
23
The Company's exposure to foreign exchange rate fluctuations also arises from
transferring funds from the U.K. and Chinese subsidiaries to the U.S.
subsidiary and from transferring funds from the German subsidiary and French
sales office to the U.K. subsidiary. At June 30, 2008 and 2007, the Company
had $3.5 million and $1.1 million, respectively, of dollar denominated
intercompany debt at its U.K. subsidiary and at June 30, 2008, the Company
had $1.1 million dollar denominated intercompany debt at its Chinese
subsidiary. At June 30, 2008 and 2007, the U.K. subsidiary had $690,000 and
$525,000, respectively, of dollar denominated intercompany debt from its
European operations. These intercompany balances are revolving in nature and
are not deemed to be long-term balances.
The Company's subsidiaries recognized net foreign currency transaction gains
and (losses) as follows (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
In native currency:
R&D Europe (British pound sterling) 416 (42) 17
R&D China (Chinese yuan) (218) -- --
In U.S. dollars:
R&D Europe $ 837 $ (82) $ 30
R&D China (30) -- --
-------- -------- --------
$ 807 $ (82) $ 30
======== ======== ========
The Company does not enter into foreign exchange forward contracts to reduce
its exposure to foreign currency rate changes on forecasted intercompany
sales transactions or on intercompany foreign currency denominated balance
sheet positions.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
See discussion under "Market Risk" in Item 7. Management's Discussion and
Analysis of Financial Conditions and Results of Operations.
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Stockholders
TECHNE Corporation:
We have audited the accompanying consolidated balance sheets of TECHNE
Corporation and subsidiaries (the Company) as of June 30, 2008 and 2007, and
the related consolidated statements of earnings, stockholders' equity and
comprehensive income, and cash flows for each of the years in the three-year
period ended June 30, 2008. We also have audited TECHNE Corporation's
internal control over financial reporting as of June 30, 2008, based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
TECHNE Corporation's management is responsible for these consolidated
financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal
control over financial reporting, included in Management's Annual Report on
Internal Control over Financial Reporting. Our responsibility is to express
an opinion on these consolidated financial statements and an opinion on the
Company's internal control over financial reporting based on our audits.
We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement and
whether effective internal control over financial reporting was maintained in
all material respects. Our audits of the consolidated financial statements
included examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. Our audit of internal control over
financial reporting included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists,
and testing and evaluating the design and operating effectiveness of internal
control based on the assessed risk. Our audits also included performing such
other procedures as we considered necessary in the circumstances. We believe
that our audits provide a reasonable basis for our opinions.
A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles. A company's
internal control over financial reporting includes those policies and
procedures that (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of
the assets of the company; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts
and expenditures of the company are being made only in accordance with
authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the company's assets that could have a
material effect on the consolidated financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of TECHNE
Corporation and subsidiaries as of June 30, 2008 and 2007, and the results of
its operations and its cash flows for each of the years in the three-year
period ended June 30, 2008, in conformity with U.S. generally accepted
accounting principles. Also in our opinion, TECHNE Corporation maintained, in
all material respects, effective internal control over financial reporting as
of June 30, 2008, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
In fiscal 2006, as disclosed in Note A to the consolidated financial
statements, the Company adopted SFAS No. 123 (Revised), "Share-Based Payment"
on July 1, 2005.
/s/ KPMG LLP
Minneapolis, Minnesota
August 27, 2008
25
CONSOLIDATED STATEMENTS OF EARNINGS
TECHNE Corporation and Subsidiaries
(in thousands, except per share data)
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Net sales $257,420 $223,482 $202,617
Cost of sales 52,889 46,667 45,718
-------- -------- --------
Gross margin 204,531 176,815 156,899
-------- -------- --------
Operating expenses:
Selling, general and administrative 36,715 30,965 27,604
Research and development 22,394 20,082 18,825
Amortization of intangible assets 1,135 1,614 1,967
-------- -------- --------
Total operating expenses 60,244 52,661 48,396
-------- -------- --------
Operating income 144,287 124,154 108,503
-------- -------- --------
Other expense (income):
Interest expense -- 1,083 964
Interest income (12,188) (8,434) (4,708)
Other non-operating expense, net 2,644 2,574 1,084
-------- -------- --------
Total other income (9,544) (4,777) (2,660)
-------- -------- --------
Earnings before income taxes 153,831 128,931 111,163
Income taxes 50,273 43,820 37,812
-------- -------- --------
Net earnings $103,558 $ 85,111 $ 73,351
======== ======== ========
Earnings per share:
Basic $ 2.65 $ 2.16 $ 1.88
Diluted $ 2.64 $ 2.15 $ 1.85
Weighted average common shares outstanding:
Basic 39,139 39,406 39,049
Diluted 39,247 39,513 39,594
See Notes to Consolidated Financial Statements.
26
CONSOLIDATED BALANCE SHEETS
TECHNE Corporation and Subsidiaries
(in thousands, except share and per share data)
June 30,
2008 2007
-------- --------
Assets
Current assets:
Cash and cash equivalents $166,992 $135,485
Short-term available-for-sale investments 39,353 29,289
Trade accounts receivable, less allowance for
doubtful accounts of $153 and $141, respectively 31,747 29,559
Other receivables 1,585 1,407
Inventories 9,515 8,757
Deferred income taxes 8,433 7,446
Prepaid expenses 808 895
-------- --------
Total current assets 258,433 212,838
Available-for-sale investments 87,384 91,433
Property and equipment, net 101,722 91,535
Goodwill 25,068 25,068
Intangible assets, net 3,964 5,099
Deferred income taxes 5,055 4,362
Investments in unconsolidated entities 24,749 24,165
Other assets 994 344
-------- --------
$507,369 $454,844
======== ========
Liabilities and Stockholders' Equity
Current liabilities:
Trade accounts payable $ 4,343 $ 5,098
Salaries, wages and related accruals 8,584 6,013
Other accounts payable and accrued expenses 1,768 1,836
Income taxes payable 5,544 4,246
-------- --------
Total current liabilities 20,239 17,193
-------- --------
Commitments and contingencies (Note H)
Stockholders' equity:
Undesignated capital stock, no par; authorized
5,000,000 shares; none issued or outstanding -- --
Common stock, par value $.01 a share; authorized
100,000,000 shares; issued and outstanding
38,643,480 and 39,455,677 shares, respectively 386 395
Additional paid-in capital 115,408 109,993
Retained earnings 359,208 314,339
Accumulated other comprehensive income 12,128 12,924
-------- --------
Total stockholders' equity 487,130 437,651
-------- --------
$507,369 $454,844
======== ========
See Notes to Consolidated Financial Statements.
27
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
AND COMPREHENSIVE INCOME
TECHNE Corporation and Subsidiaries
(in thousands)
Accumulated
Other
Additional Compre-
Common Stock Paid-in Retained hensive
Shares Amount Capital Earnings Income Total
------ ------ ---------- -------- ----------- --------
Balances at June 30, 2005 38,637 $ 386 $ 81,904 $181,949 $ 3,630 $267,869
Comprehensive income:
Net earnings -- -- -- 73,351 -- 73,351
Other comprehensive income, net of tax:
Foreign currency translation
adjustments -- -- -- -- 2,539 2,539
Unrealized losses on available-for-
sale investments -- -- -- -- (484) (484)
--------
Comprehensive income 75,406
Common stock issued for exercise
of options 742 8 12,633 -- -- 12,641
Surrender and retirement of stock
to exercise options (2) (0) -- (91) -- (91)
Repurchase and retirement of
common stock -- -- -- (25,981) -- (25,981)
Stock-based compensation expense -- -- 1,628 -- -- 1,628
Tax benefit from exercise of
stock options -- -- 8,876 -- -- 8,876
------ ------ -------- -------- ------- --------
Balances at June 30, 2006 39,377 394 105,041 229,228 5,685 340,348
Comprehensive income:
Net earnings -- -- -- 85,111 -- 85,111
Other comprehensive income, net of tax:
Foreign currency translation
adjustments -- -- -- -- 6,879 6,879
Unrealized gains on available-for-
sale investments -- -- -- -- 360 360
--------
Comprehensive income 92,350
Common stock issued for exercise
of options 81 1 2,850 -- -- 2,851
Surrender and retirement of stock
to exercise options (2) (0) (111) -- -- (111)
Stock-based compensation expense -- -- 1,576 -- -- 1,576
Tax benefit from exercise of
stock options -- -- 637 -- -- 637
------ ------ -------- -------- ------- --------
Balances at June 30, 2007 39,456 395 109,993 314,339 12,924 437,651
Comprehensive income:
Net earnings -- -- -- 103,558 -- 103,558
Other comprehensive income:
Foreign currency translation
adjustments -- -- -- -- 333 333
Unrealized losses on available-for-
sale investments (net of tax of $935) -- -- -- -- (1,129) (1,129)
--------
Comprehensive income 102,762
Common stock issued for exercise
of options 87 0 3,145 -- -- 3,145
Surrender and retirement of stock
to exercise options (1) (0) (68) -- -- (68)
Repurchase and retirement of
common stock (899) (9) -- (58,689) -- (58,698)
Stock-based compensation expense -- -- 1,727 -- -- 1,727
Tax benefit from exercise of
stock options -- -- 611 -- -- 611
------ ------ -------- -------- ------- --------
Balances at June 30, 2008 38,643 $ 386 $115,408 $359,208 $12,128 $487,130
====== ====== ======== ======== ======= ========
See Notes to Consolidated Financial Statements.
28
CONSOLIDATED STATEMENTS OF CASH FLOWS
TECHNE Corporation and Subsidiaries
(in thousands)
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Cash flows from operating activities:
Net earnings $103,558 $ 85,111 $ 73,351
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 7,259 6,994 6,955
Deferred income taxes (661) (797) (937)
Stock-based compensation expense 1,727 1,576 1,628
Excess tax benefit from stock
option exercises (524) (534) (7,989)
Impairment loss on available-for-
sale investment 400 -- --
Losses by equity method investees 1,140 966 418
Other 208 168 129
Change in operating assets and
liabilities, net of acquisitions:
Trade accounts and other receivables (1,718) (5,004) (2,153)
Inventories (1,062) 205 1,111
Prepaid expenses 96 (117) 169
Trade, other accounts payable and
accrued expenses (930) 1,380 253
Salaries, wages and related accruals 4,036 2,055 1,554
Income taxes payable 1,788 (1,500) 11,100
-------- -------- --------
Net cash provided by operating activities 115,317 90,503 85,589
Cash flows from investing activities:
Additions to property and equipment (16,365) (8,076) (4,603)
Purchase of available-for-sale investments (77,582) (49,405) (94,985)
Proceeds from maturities of available-for-
sale investments 27,968 17,515 8,150
Proceeds from sale of available-for-
sale investments 41,000 8,074 50,058
Increase in other long-term assets (808) (125) --
Acquisitions, net of cash acquired -- -- (19,587)
Increase in investments in
unconsolidated entities (1,723) (7,900) (9,750)
-------- -------- --------
Net cash used in investing activities (27,510) (39,917) (70,717)
Cash flows from financing activities:
Issuance of common stock 3,077 2,740 12,550
Excess tax benefit from stock
option exercises 524 534 7,989
Purchase of common stock for stock
bonus plans (1,494) (1,222) (1,292)
Repurchase of common stock (58,698) -- (25,981)
Payments on long-term debt -- (13,427) (1,189)
-------- -------- --------
Net cash used in financing activities (56,591) (11,375) (7,923)
-------- -------- --------
Effect of exchange rate changes on cash
and cash equivalents 291 6,640 2,341
-------- -------- --------
Net increase in cash and cash equivalents 31,507 45,851 9,290
Cash and cash equivalents at
beginning of year 135,485 89,634 80,344
-------- -------- --------
Cash and cash equivalents at end of year $166,992 $135,485 $ 89,634
======== ======== ========
See Notes to Consolidated Financial Statements.
29
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TECHNE Corporation and Subsidiaries
Years Ended June 30, 2008, 2007 and 2006
A. Description of business and summary of significant accounting policies:
Description of business: TECHNE Corporation and Subsidiaries (the Company)
are engaged in the development and manufacturing of biotechnology products
and hematology calibrators and controls. These activities are conducted
domestically through its wholly-owned subsidiary, Research and Diagnostic
(R&D) Systems, Inc. The Company distributes biotechnology products in Europe
through its wholly-owned U.K. subsidiary, R&D Systems Europe Ltd. (R&D
Europe). R&D Systems Europe Ltd. has a sales subsidiary, R&D Systems GmbH, in
Germany and a sales office in France. In late fiscal 2007, the Company
established a subsidiary, R&D Systems China Co. Ltd. (R&D China), in
Shanghai, China, to distribute biotechnology products throughout China.
R&D Systems acquired two subsidiaries effective July 1, 2005. Fortron Bio
Science, Inc. (Fortron), a developer and manufacturer of monoclonal and
polyclonal antibodies, antigens and other biological reagents, was relocated
to the Company's Minneapolis, Minnesota facility in the first quarter of
fiscal 2006. On July 1, 2007, Fortron was merged into R&D Systems. The second
subsidiary acquired on July 1, 2005, BiosPacific, Inc. (BiosPacific), located
in Emeryville, California, is a worldwide supplier of biologics to
manufacturers of in vitro diagnostic systems and immunodiagnostic kits.
Estimates: The preparation of consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent
assets and liabilities at the date of the consolidated financial statements
and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Risk and uncertainties: There are no concentrations of business transacted
with a particular customer or supplier nor concentrations of revenue from a
particular product or geographic area that would severely impact the Company
in the near term.
Principles of consolidation: The consolidated financial statements include
the accounts of the Company and its wholly-owned subsidiaries. All
intercompany accounts and transactions have been eliminated.
Translation of foreign financial statements: Assets and liabilities of the
Company's foreign operations are translated at year-end rates of exchange and
the resulting gains and losses arising from the translation of net assets
located outside the U.S. are recorded as a cumulative translation adjustment,
a component of accumulated other comprehensive income on the consolidated
balance sheets. Foreign statements of earnings are translated at the average
rate of exchange for the year. Foreign currency transaction gains and losses
are included in other non-operating expense (income) in the consolidated
statement of earnings.
Revenue recognition: The Company recognizes revenue when persuasive evidence
of an arrangement exists, delivery has occurred or services have been
rendered, the price is fixed or determinable and collectibility is reasonably
assured. Payment terms for shipments to end-users are generally net 30 days.
Payment terms for distributor shipments may range from 30 to 90 days.
Products are shipped FOB shipping point. Freight charges billed to end-users
are included in net sales and freight costs are included in cost of sales.
Freight charges on shipments to distributors are paid directly by the
distributor. Any claims for credit or return of goods must be made within 10
days of receipt. Revenues are reduced to reflect estimated credits and
returns. Sales, use, value-added and other excise taxes are not included in
revenue.
Research and development: Research and development expenditures are expensed
as incurred. Development activities generally relate to creating new
products, improving or creating variations of existing products, or modifying
existing products to meet new applications.
Advertising costs: Advertising expenses (including production and
communication costs) for fiscal 2008, 2007 and 2006 were $3.0 million, $2.8
million and $2.6 million, respectively. The Company expenses advertising
expenses as incurred.
30
Income taxes: The Company uses the asset and liability method of accounting
for income taxes. Deferred tax assets and liabilities are recognized to
record the income tax effect of temporary differences between the tax basis
and financial reporting basis of assets and liabilities. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes
the enactment date. In June 2006, the Financial Accounting Standards Board
(FASB) issued Interpretation No. 48 (FIN 48), Accounting for Uncertainty in
Income Taxes - an interpretation of FASB Statement No. 109. Effective July 1,
2007, the Company adopted FIN 48. FIN 48 requires that a position taken or
expected to be taken in a tax return be recognized in the financial
statements when it is more likely than not that the position would be
sustained upon examination by tax authorities. A recognized tax position is
then measured at the largest amount of benefit that is greater than fifty
percent likely of being realized upon ultimate settlement. Adoption of FIN 48
did not impact the consolidated financials statements for the fiscal year
ended June 30, 2008.
Financial instruments: The carrying values of cash and cash equivalents,
receivables, accounts payable and other current liabilities approximate fair
value. Marketable securities are carried at fair value.
Cash and equivalents: Cash and cash equivalents include cash on hand and
highly-liquid investments with original maturities of three months or less.
Available-for-sale investments: Available-for-sale investments consist mainly
of debt instruments with original maturities of generally three months to
three years. The Company considers all of its marketable securities
available-for-sale and reports them at fair market value. Fair market values,
other than for auction-rate securities, are based on quoted market prices.
Fair market values of the Company's auction-rate securities are based on an
internal valuation model. Unrealized gains and losses on available-for-sale
securities are excluded from income, but are included in other comprehensive
income. If an "other-than-temporary" impairment is determined to exist, the
difference between the value of the investment security recorded in the
financial statements and the Company's current estimate of the fair value is
recognized as a charge to earnings in the period in which the impairment is
determined.
Inventories: Inventories are stated at the lower of cost (first-in, first-out
method) or market. The Company regularly reviews inventory on hand for slow-
moving and obsolete inventory, inventory not meeting quality control
standards and inventory subject to expiration.
To meet strict customer quality standards, the Company has established a
highly controlled manufacturing process for proteins and antibodies. New
protein and antibody products require the initial manufacture of multiple
batches to determine if quality standards can be consistently met. In
addition, the Company will produce larger batches of established products
than current sales requirements due to economies of scale. The manufacturing
process for proteins and antibodies, therefore, has and will continue to
produce quantities in excess of forecasted usage. The Company values its
manufactured protein and antibody inventory based on a two-year usage
forecast. Protein and antibody quantities in excess of the two-year usage
forecast are considered impaired and not included in the inventory cost.
Through March 31, 2006, due to changes in the Company's forecast, reserves
for previously written off inventories may have been reversed in subsequent
periods. Inventory reserves reversed through March 31, 2006 were not material
to the Company's consolidated results of operations, consolidated financial
position, assets or stockholders' equity as of and for each of the periods
presented. Subsequent to March 31, 2006, the Company changed its policy and
no longer writes up previously unvalued inventories. This change in valuation
method did not have a material impact on the Company's fiscal 2008, 2007 and
2006 consolidated financial statements. Sales of previously impaired protein
and antibody inventory for fiscal years 2008, 2007 and 2006 were not
material. Manufacturing costs for proteins and antibodies charged directly to
cost of sales were $8.6 million, $7.8 million and $7.9 million for fiscal
2008, 2007 and 2006 respectively.
31
Depreciation and amortization: Equipment is depreciated using the straight-
line method over an estimated useful life of five years. Buildings, building
improvements and leasehold improvements are amortized over estimated useful
lives of five to forty years.
Goodwill and intangible assets: At June 30, 2008 the Company had recorded
goodwill of $25.1 million. The Company completed its annual impairment
testing of goodwill and concluded that no impairment existed as of June 30,
2008. The Company's annual assessment included comparison of the carrying
amount of the net assets of the Company's biotechnology operations to its
share of the Company's market capitalization at year end. Other intangible
assets are being amortized over their estimated useful lives.
Impairment of intangible and other long-lived assets: The Company reviews the
carrying amount of intangible and other long-lived assets for impairment
whenever events or changes in circumstances indicate the carrying amount of
an asset may not be recoverable. Recoverability of asset groups subject to
impairment analysis require the Company to make assumptions and judgments
regarding the fair value of these asset groups. Asset groups are considered
to be impaired if their carrying amount exceeds the groups' ability to
continue to generate income from operations and positive cash flow in future
periods. If asset groups are considered impaired, the amount by which the
carrying amount exceeds its fair value would be expensed as an impairment
loss. As of June 30, 2008, the Company has determined that no impairment
exists.
Investments in unconsolidated entities: The Company has made equity
investments in several start-up and early development stage companies, among
them ChemoCentryx, Inc, (CCX), Hemerus Medical, LLC (Hemerus), Nephromics,
LLC (Nephromics) and ACTGen, Inc. (ACTGen). The accounting treatment of each
investment (cost method or equity method) is dependent upon a number of
factors, including, but not limited to, the Company's share in the equity of
the investee and the Company's ability to exercise significant influence over
the operating and financial policies of the investee.
Share-based compensation: In December 2004, the FASB issued Statement of
Financial Accounting Standards No. 123 (Revised 2004) (SFAS No. 123R), Share-
Based Payment. The Statement is a revision of SFAS No. 123. SFAS 123R focuses
primarily on accounting for transactions in which an entity obtains employee
services through stock-based payment transactions. The Statement requires a
public entity to measure the cost of employee services received in exchange
for the award of equity instruments based on the fair value of the award at
the date of grant.
The Company adopted SFAS No. 123R as of July 1, 2005 using the modified
prospective transition method. Under that transition method, compensation
cost recognized in fiscal 2008, 2007 and 2006 includes: (1) compensation cost
for all stock-based payments granted prior to, but not yet vested as of June
30, 2005, based on the grant date fair value calculated in accordance with
the original provisions of SFAS No. 123, and (2) compensation cost for all
stock-based payments granted subsequent to June 30, 2005, based on the grant-
date fair value calculated in accordance with the provisions of SFAS No.
123R. Compensation cost is recognized using a straight-line method over the
vesting period and is net of estimated forfeitures. Compensation expense
related to stock options for the years ended June 30, 2008, 2007 and 2006 was
$1.7 million, $1.6 million and $1.6 million, respectively.
32
B. Available-for-sale investments:
At June 30, 2008 and 2007, the amortized cost and market value of the
Company's available-for-sale securities by major security type were as
follows (in thousands):
June 30,
2008 2007
------------------ ------------------
Cost Market Cost Market
-------- -------- -------- --------
State and municipal debt securities $120,155 $120,512 $102,073 $101,780
Auction-rate securities 8,675 5,775 18,725 18,725
Corporate security 447 450 -- --
Marketable equity security -- -- 400 217
-------- -------- -------- --------
129,277 126,737 121,198 120,722
Net unrealized loss (2,540) -- (476) --
-------- -------- -------- --------
$126,737 $126,737 $120,722 $120,722
======== ======== ======== ========
Gross unrealized gains and losses on available-for-sale investments were
$537,000 and $3.1 million, respectively at June 30, 2008. Gross unrealized
gains and losses on available-for-sale investments were $12,000 and $488,000,
respectively, at June 30, 2007.
Unrealized losses on the Company's investments in state and municipal debt
securities were caused by interest rate increases. In mid-February 2008,
market auctions, including several in the Company's auction-rate portfolio,
began to fail due to insufficient buyers. The Company's investments in
auction-rate securities are all rated A or above and consist of specifically
identifiable tax-free municipal revenue bonds where the underlying credit can
be specifically evaluated and rated. The Company has determined, based on an
internal valuation model, that several of its investments in auction-rate
securities are temporarily impaired as of June 30, 2008 and has reduced the
value of its auction-rate investments to $5.8 million. The Company classifies
its auction-rate securities as long-term available-for-sale investments.
Because the Company has the ability and intent to hold its available-for-sale
investments until a recovery of fair value, the Company does not consider
these investments to be other-than-temporarily impaired at June 30, 2008. The
net unrealized loss on available-for-sale investments, net of tax benefit, is
reflected in accumulated other comprehensive income, a component of
stockholders' equity.
At June 30, 2008, the Company's investments in an unrealized loss position
that have been determined to be temporarily impaired were as follows (in
thousands):
Period of Unrealized Loss
Less Than Greater Than
One Year One Year Total
------------------ ------------------ -------------------
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
------- ---------- ------- ---------- -------- ----------
State and municipal
debt securities $20,204 $ 170 $ 3,201 $ 7 $23,405 $ 177
Auction-rate
securities 5,775 2,900 -- -- 5,775 2,900
------- ------ ------- ------- ------- ------
$25,979 $3,070 $ 3,201 $ 7 $29,180 $3,077
======= ====== ======= ======= ======= ======
33
Contractual maturities of available-for-sale investments are shown below (in
thousands). Expected maturities may differ from contractual maturities
because borrowers may have the right to recall or prepay obligations with or
without call or prepayment penalties.
Year Ending June 30, 2008:
--------------------------
Due within one year $ 39,353
Due after one year 87,384
--------
$126,737
========
Proceeds from maturities or sales of available-for-sale securities were $69.0
million, $25.6 million and $58.2 million during fiscal 2008, 2007 and 2006,
respectively. There were no material gross realized gains or losses on these
sales. Realized gains and losses are determined on the specific
identification method.
The Company's investment in marketable equity securities at June 30, 2007
consisted of an investment in the common stock of Immunicon Corporation
(IMMC), a publicly-held company primarily focused on the development and sale
of cancer diagnostic and research products and services. In June 2008, IMMC
filed for relief under Chapter 11 of the U.S. Bankruptcy Code and announced
the sale of substantially all of its assets. The Company determined that the
reduction in market value of its investment in IMMC is other-than-temporary
and wrote off its investment as of June 30, 2008.
C. Inventories:
Inventories consist of (in thousands):
June 30,
2008 2007
-------- --------
Raw materials $ 3,962 $ 3,821
Finished goods 5,430 4,811
Supplies 123 125
-------- --------
$ 9,515 $ 8,757
======== ========
At June 30, 2008 and 2007, the Company had $16.0 million and $13.9 million,
respectively, of excess protein and antibody inventory on hand which was
fully reserved.
D. Property and equipment:
Property and equipment consist of (in thousands):
June 30,
2008 2007
-------- --------
Cost:
Land $ 5,608 $ 4,214
Buildings and improvements 116,107 101,592
Building construction in progress -- 3,205
Laboratory equipment 22,826 20,657
Office and computer equipment 4,856 4,407
-------- --------
149,397 134,075
Less accumulated depreciation
and amortization 47,675 42,540
-------- --------
$101,722 $ 91,535
======== ========
In April 2008, the Company purchased the facility it had been leasing for its
R&D Europe operations in Abingdon, England for $8.3 million.
E. Intangible assets:
Intangible assets consist of (in thousands):
June 30,
Useful Life 2008 2007
----------- -------- --------
Customer relationships 2-8 years $ 20,200 $ 20,200
Technology 8 years 4,213 4,213
Trade names 5 years 1,396 1,396
-------- --------
25,809 25,809
Less accumulated amortization 21,845 20,710
-------- --------
$ 3,964 $ 5,099
======== ========
The estimated future amortization expense for intangible assets as of June
30, 2008 is as follows (in thousands):
Year Ending June 30:
--------------------
2009 $ 961
2010 960
2011 681
2012 681
2013 681
------
$3,964
======
34
F. Investments in unconsolidated entities:
In December 2007, the Company invested $1.4 million for a 19% interest in
ACTGen, a development stage biotechnology company located in Japan. ACTGen
has intellectual property related to the identification and expression of
molecules. The technology covers techniques to identify cellular molecules
which are destined to be secreted into tissue fluids or shuttled to the cell
membrane. Such molecules represent an ideal target as biomarkers. The
Company's net investment in ACTGen was $1.3 million at June 30, 2008.
In fiscal 2007, the Company invested $7.2 million for an 18% equity interest
in Nephromics. Nephromics has licensed technology related to the diagnosis of
preeclampsia and has sublicensed the technology to several major diagnostic
companies for the development of diagnostic assays. In March 2008, Nephromics
issued additional membership units which reduced the Company's ownership to
16.8%. The Company accounts for its investment in Nephromics under the equity
method of accounting as Nephromics is a limited liability company. The
Company's net investment in Nephromics was $6.2 million and $6.8 million at
June 30, 2008 and 2007, respectively.
In fiscal 2004, the Company purchased a 10% interest in Hemerus for $3
million. In fiscal 2008, 2007 and 2006, the Company invested an additional
$300,000, $700,000 and $750,000, respectively, in Hemerus, increasing its
ownership percentage to 19%. Hemerus was formed in March 2001 and has
acquired and is developing technology for the separation of leukocytes from
blood and blood components. Hemerus owns two patents and has several patent
applications pending and has received FDA clearance to market its products in
the U.S. In parallel with this investment, R&D Systems entered into a Joint
Research Agreement with Hemerus. The research involves joint projects to
explore the use of Hemerus's filter technology in applications within R&D
Systems' Hematology and Biotechnology Divisions. Such applications, if any,
may have commercial potential in other laboratory environments. The Company
accounts for its investment in Hemerus under the equity method of accounting
as Hemerus is a limited liability company. The Company's net investment in
Hemerus was $2.9 million and $3.1 million at June 30, 2008 and 2007,
respectively.
The Company has invested in the preferred stock of CCX, a technology and drug
development company. At July 1, 2005, the Company held a 19.9% equity
interest in CCX. In April 2006, the Company made an additional $9 million
investment in CCX in the form of a 5% convertible note subject to the
limitation that the Company's holdings in CCX not exceed 19.9% of the
outstanding voting shares. In June 2006, $4.3 million of the note was
converted into CCX preferred stock. In August 2006, the remainder of the note
and accrued interest were converted into CCX preferred stock. The Company's
equity interest in CCX after the August 2006 conversion was 19.3%. The
Company has evaluated the cost versus equity method of accounting for its
investment in CCX and determined that it does not have the ability to
exercise significant influence over the operating and financial policies of
CCX and therefore, accounts for its investment on a cost basis. The Company's
net investment in CCX at both June 30, 2008 and 2007 was $14.3 million. In
accordance with SFAS No. 107, Disclosures about Fair Value of Financial
Instruments, the Company has determined that because CCX is privately held,
it is not practicable to estimate the fair value of its investment in CCX.
The Company has not identified any events or changes in circumstances that
may have had a significant adverse effect on the fair value of the
investment.
Except for the April 2006 CCX convertible note, the Company does not provide
loans, guarantees or other financial assistance to Nephromics, Hemerus, CCX
or ACTGen and has no obligation to provide additional funding.
G. Debt:
The Company's short-term line of credit facility consists of an unsecured
line of credit of $750,000 at June 30, 2008. The line of credit expires on
October 31, 2008. The interest rate charged on the line of credit is a
floating rate at the one-month London interbank offered rate (Libor) plus
1.75%. There were no borrowings on the line outstanding as of June 30, 2008
and 2007.
On October 31, 2006, the Company repaid its mortgage debt. The total payment
of $13.8 million included the mortgage principal balance, accrued interest
and a 5% prepayment penalty of $651,000. The prepayment penalty and $78,000
of unamortized loan origination fees are included in interest expense for
fiscal 2007.
35
H. Commitments and contingencies:
The Company leases office and warehouse space, vehicles and various office
equipment under operating leases. These leases provide for renewal or
purchase options during or at the end of the lease periods. At June 30, 2008,
aggregate net minimum rental commitments under noncancelable leases having an
initial or remaining term of more than one year are payable as follows (in
thousands):
Year Ending June 30:
--------------------
2009 $ 284
2010 220
2011 176
------
$ 680
======
Total rent expense was approximately $583,000, $762,000 and $710,000 for the
years ended June 30, 2008, 2007 and 2006, respectively.
The Company is routinely subject to claims and involved in legal actions
which are incidental to the business of the Company. Although it is difficult
to predict the ultimate outcome of these matters, management believes that
any ultimate liability will not materially affect the consolidated financial
position or results of operations of the Company.
I. Stockholders' equity:
Stock option plans: The Company has stock option plans (the Plans) which
provide for the granting of stock options to employees (the TECHNE
Corporation 1997 Incentive Stock Option Plan) and to employees, officers,
directors and consultants (the TECHNE Corporation 1998 Nonqualified Stock
Option Plan). The Plans are administered by the Board of Directors, or a
committee designated by the Board of Directors, which determines the persons
who are to receive awards under the Plans, the number of shares subject to
each award and the term and exercise price of each option. The maximum term
of options granted under all Plans is ten years. The number of shares of
common stock authorized to be issued and available for grant at June 30, 2008
are as follows (in thousands):
Available
Authorized for Grant
---------- ---------
1997 Incentive Stock Option Plan 3,200 2,351
1998 Nonqualified Stock Option Plan 1,600 888
Stock option activity, under the Plans for the three years ended June 30,
2008, consist of the following (shares in thousands):
Weighted
Average Weighted Avg. Aggregate
Exercise Contractual Intrinsic
Shares Price Life (Yrs.) Value
------ -------- ------------- ---------
Outstanding at June 30, 2005 1,130 $ 24.11
Granted 43 53.95
Forfeited or expired (10) 52.41
Exercised (742) 17.04
------
Outstanding at June 30, 2006 421 38.89
Granted 84 58.01
Forfeited or expired (1) 65.00
Exercised (81) 35.32
------
Outstanding at June 30, 2007 423 43.29
Granted 37 65.88
Forfeited or expired (1) 36.50
Exercised (87) 35.84
------
Outstanding at June 30, 2008 372 $ 47.36 5.20 $10.8 million
======
Exercisable at June 30:
2006 382 $ 38.39
2007 365 41.23
2008 343 46.33 5.16 $10.3 million
36
The fair value of options granted under the Plans were estimated on the date
of grant using the Black-Scholes option-pricing model with the following
assumptions used:
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Dividend yield -- -- --
Expected volatility 24%-46% 25%-47% 32%-53%
Risk-free interest rates 4.2%-4.6% 4.5%-5.1% 4.0%-5.1%
Expected lives 7 years 6 years 6 years
The Company has not paid cash dividends, therefore an expected dividend yield
of zero was used to estimate fair value of options granted. The expected
annualized volatility is based on the Company's historical stock price over a
period equivalent to the expected life of the option granted. The risk-free
interest rate is based on U.S. Treasury constant maturity interest rate with
a term consistent with the expected life of the options granted. Separate
groups of employees that have similar historical exercise behavior with
regard to option exercise timing and forfeiture rates are considered
separately in determining option fair value.
The weighted average fair value of options granted during fiscal 2008, 2007
and 2006 was $35.75, $24.18 and $28.07, respectively. The total intrinsic
value of options exercised during fiscal 2008, 2007 and 2006 were $2.5
million, $1.9 million and $28.6 million, respectively. Stock option exercises
are satisfied through the issuance of new shares. The total fair value of
options vested during fiscal 2008, 2007 and 2006 were $2.0 million, $1.8
million and $1.9 million, respectively.
Stock-based compensation cost of $1.7 million, $1.6 million and $1.6 million
was included in selling, general and administrative expense in fiscal 2008,
2007 and 2006, respectively. As of June 30, 2008, there was $436,000 of total
unrecognized compensation cost related to nonvested stock options which will
be expensed in fiscal years 2009 and 2010.
Stock repurchase: In fiscal 2008, the Company repurchased approximately
899,000 shares of its common stock at a market value of $58.7 million
pursuant to stock purchase plans authorized by the Board of Directors.
In March 2005, the Company repurchased approximately 2.9 million shares of
its common stock under an accelerated stock buyback ("ASB") transaction for
an initial value of approximately $100 million ($34.45 per share). The
transaction was completed under a privately negotiated contract with an
investment bank. The investment bank borrowed the 2.9 million shares to
complete the transaction and purchased the replacement shares in the open
market over a nine-month period beginning in March 2005. The ASB agreement
was subject to a market price adjustment provision based upon a volume
weighted average price during the nine-month period. Approximately 1.8
million of the shares repurchased were subject to a collar, which effectively
set a minimum price the Company was obligated to pay for such shares. The
collar was established in exchange for an up-front payment of $3.5 million.
The Company had the option to settle the ASB agreement in cash or shares of
the Company's common stock and, accordingly the contract was classified as
equity. The ASB agreement was settled in December 2005 for a cash payment of
$26.0 million, which resulted in a total price paid per share of
approximately $44.67.
J. Income taxes:
The provisions for income taxes consist of the following (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Earnings before income taxes consist of:
Domestic $113,310 $101,154 $ 90,011
Foreign 40,521 27,777 21,152
-------- -------- --------
$153,831 $128,931 $111,163
======== ======== ========
Taxes on income consist of:
Currently payable:
Federal $ 36,602 $ 32,244 $ 29,564
State 2,186 3,741 2,382
Foreign 12,146 8,632 6,803
Net deferred:
Federal (719) (594) (912)
State 40 (217) (66)
Foreign 18 14 41
-------- -------- --------
$ 50,273 $ 43,820 $ 37,812
======== ======== ========
37
The following is a reconciliation of the federal tax calculated at the
statutory rate of 35% to the actual income taxes provided (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Computed expected federal income tax expense $ 53,841 $ 45,126 $ 38,907
State income taxes, net of federal benefit 1,298 2,380 1,527
Extraterritorial income tax benefit -- (454) (1,008)
Research and development tax credit (310) (265) (91)
Qualified production activity deduction (2,260) (1,029) (879)
Tax-exempt interest (1,687) (1,270) (671)
Decrease in deferred tax valuation allowance (171) (109) (99)
Other (438) (559) 126
-------- -------- --------
$ 50,273 $ 43,820 $ 37,812
======== ======== ========
Temporary differences comprising deferred taxes on the consolidated balance
sheets are as follows (in thousands):
June 30,
2008 2007
-------- --------
Inventory reserves $ 5,954 $ 5,216
Inventory costs capitalized 1,558 1,405
Unrealized profit on intercompany sales 761 692
Intangible asset amortization 2,300 3,651
Depreciation 1,998 1,582
Excess tax basis in equity investments 3,091 2,942
Foreign tax credit carryforward 56 376
Deferred compensation 1,493 1,010
Unrealized losses on available-for-
sale investments 935 --
Other 501 332
Valuation allowance (3,147) (3,318)
-------- --------
Net deferred tax assets 15,500 13,888
Intangible asset amortization (1,038) (1,162)
Other (974) (918)
Deferred tax liabilities (2,012) (2,080)
-------- --------
Net deferred tax assets $ 13,488 $ 11,808
======== ========
A deferred tax valuation allowance is required when it is more likely than
not that all or a portion of deferred tax assets will not be realized. The
Company has provided a valuation allowance for the potential capital loss
carryover resulting from the excess tax basis in equity investment and on the
foreign tax credit carryforward. The Company believes that it is more likely
than not that the recorded deferred tax asset, net of valuation allowance,
will be realized.
Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $113.6 million as of June 30, 2008. Deferred taxes have not
been provided on such undistributed earnings, as it is the Company's intent
to indefinitely reinvest the undistributed earnings in the foreign
operations.
The Company adopted FIN 48 on July 1, 2007. The adoption of FIN 48 did not
result in a cumulative effect adjustment to retained earnings upon adoption.
The total amount of gross unrecognized tax benefits as of the date of
adoption was $143,000 of which $47,000, if recognized, would affect the
Company's effective tax rate. A reconciliation of unrecognized tax benefits
is as follows (in thousands):
Gross unrecognized tax benefits as of July 1, 2007 $143
Gross increases:
Current year tax positions 20
Gross decreases:
Prior year tax positions (tax paid) (64)
Statute of limitation lapses (7)
----
Gross unrecognized tax benefits as of June 30, 2008 $ 92
====
The gross unrecognized tax benefit balance as of June 30, 2008 of $92,000
includes $7,000 of unrecognized tax benefits that, if recognized, would
affect the effective tax rate. Accrued interest and penalties were not
material at June 30, 2008.
The Company does not believe it is reasonably possible that the total amounts
of unrecognized tax benefits will significantly increase or decrease in the
next twelve months. The Company recognizes interest and penalties related to
unrecognized tax benefits in income tax expense. The Company files income tax
returns in the U.S federal tax jurisdiction, the states of Minnesota,
Massachusetts and California, and several jurisdictions outside the U.S. U.S.
tax returns for 2005 and subsequent years remain open to examination by the
tax authorities. The Company's major non-U.S. tax jurisdictions are the
United Kingdom, France and Germany, which have tax years open to examination
for 2004 and subsequent years, and China which has calendar year 2008 open to
examination.
38
K. Earnings per share:
The number of shares used to calculate earnings per share are as follows (in
thousands, except per share data):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Net earnings used for basic and diluted
earnings per share $103,558 $ 85,111 $ 73,351
======== ======== ========
Weighted average shares used in
basic computation 39,139 39,406 39,049
Dilutive effect of forward contract -- -- 250
Dilutive stock options and warrants 108 107 295
-------- -------- --------
Weighted average shares used in
diluted computation 39,247 39,513 39,594
======== ======== ========
Basic EPS $ 2.65 $ 2.16 $ 1.88
Diluted EPS $ 2.64 $ 2.15 $ 1.85
The dilutive effect of stock options and warrants in the above table excludes
all options for which the aggregate exercise proceeds exceeded the average
market price for the period. The number of potentially dilutive option shares
excluded from the calculation were 39,000, 13,000 and 7,000 at June 30, 2008,
2007 and 2006, respectively.
L. Segment information:
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Systems Europe and
hematology. The biotechnology segment consists of R&D Systems' Biotechnology
Division, Fortron (through June 30, 2007 when it was merged into R&D Systems'
Biotechnology Division), BiosPacific and R&D China, which develop,
manufacture and sell biotechnology research and diagnostic products world-
wide. R&D Systems Europe distributes Biotechnology Division products
throughout Europe. The hematology segment develops and manufactures
hematology controls and calibrators for sale world-wide. No customer
accounted for more than 10% of the Company's net sales for the years ended
June 30, 2008, 2007 and 2006.
The accounting policies of the segments are the same as those described in
Note A. In evaluating segment performance, management focuses on sales and
earnings before taxes.
Following is financial information relating to the operating segments (in
thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
External sales
Biotechnology $165,663 $146,614 $134,424
R&D Systems Europe 75,735 61,766 52,954
Hematology 16,022 15,102 15,239
-------- -------- --------
Total consolidated net sales $257,420 $223,482 $202,617
======== ======== ========
Earnings before taxes
Biotechnology $115,856 $102,398 $ 89,687
R&D Systems Europe 39,893 27,792 21,152
Hematology 4,258 4,498 4,506
Corporate and other (6,176) (5,757) (4,182)
-------- -------- --------
Total earnings before taxes $153,831 $128,931 $111,163
======== ======== ========
Assets
Biotechnology $244,659 $216,282 $172,827
R&D Systems Europe 139,871 108,110 79,725
Hematology 18,989 23,189 17,727
Corporate and other 109,312 110,263 102,287
Intersegment eliminations (5,462) (3,000) (2,054)
-------- -------- --------
Total assets $507,369 $454,844 $370,512
======== ======== ========
Depreciation and amortization
Biotechnology $ 3,713 $ 3,702 $ 3,952
R&D Systems Europe 329 261 240
Hematology 231 267 305
Corporate and other 2,986 2,764 2,458
-------- -------- --------
Total depreciation and amortization $ 7,259 $ 6,994 $ 6,955
======== ======== ========
Capital purchases
Biotechnology $ 5,563 $ 5,644 $ 3,076
R&D Systems Europe 8,517 247 304
Hematology 76 207 190
Corporate and other 2,209 1,978 1,033
-------- -------- --------
Total capital purchases $ 16,365 $ 8,076 $ 4,603
======== ======== ========
Corporate and other reconciling items include the results of unallocated
corporate expenses and assets, and the Company's share of losses from its
equity method investees.
39
Following is financial information relating to geographic areas (in
thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
External sales
United States $141,443 $127,695 $118,780
Europe 81,628 66,492 57,021
Other areas 34,349 29,295 26,816
-------- -------- --------
Total external sales $257,420 $223,482 $202,617
======== ======== ========
Long-lived assets
United States $122,644 $121,132 $120,383
Europe 8,992 867 814
Other areas 112 47 --
-------- -------- --------
Total long-lived assets $131,748 $122,046 $121,197
======== ======== ========
External sales are attributed to countries based on the location of the
customer/distributor. Long-lived assets are comprised of land, buildings and
improvements, equipment, goodwill and intangible assets and other assets, net
of accumulated depreciation and amortization.
M. Benefit plans:
Profit sharing plans: The Company has Profit Sharing and Savings Plans for
non-union U.S. employees, which conform to IRS provisions for 401(k) plans.
The Company may make profit sharing contributions at the discretion of the
Board of Directors. Operations have been charged for contributions to the
plans of $1.6 million, $1.4 million and $1.2 million for the years ended June
30, 2008, 2007 and 2006, respectively. The Company operates a defined
contribution pension plan for employees of R&D Systems Europe. Operations
have been charged for contributions to the plan of $174,000, $153,000 and
$128,000 for the years ended June 30, 2008, 2007 and 2006, respectively.
Stock bonus plans: The Company also has Stock Bonus Plans covering non-union
employees. The Company may make contributions to the plans in the form of
common stock, cash or other property at the discretion of the Board of
Directors. The Company purchases its common stock at market value for
contribution to the plans. For the years ended June 30, 2008, 2007 and 2006
operations have been charged for contributions to the plan of $1.7 million,
$1.5 million and $1.2 million, respectively.
Performance incentive program: Under certain employment agreements with
executive officers, the Company recorded bonuses of $87,000, $130,000 and
$125,000 for the years ended June 30, 2008, 2007 and 2006, respectively. In
addition, options for 2,217, 2,505 and 1,745 shares of common stock were
granted to the executive officers during fiscal 2008, 2007 and 2006,
respectively.
N. Supplemental disclosures of cash flow information and noncash investing
and financing activities:
The Company paid cash for the following items (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Income taxes paid $ 49,098 $ 46,192 $ 27,731
Interest paid -- 1,090 947
In fiscal 2008, stock options for 1,948 shares of common stock were exercised
by the surrender of 1,101 shares of common stock at fair market value of
$68,000. In fiscal 2007, stock options for 3,000 shares of common stock were
exercised by the surrender of 1,810 shares of common stock at fair market
value of $111,000. In fiscal 2006, stock options for 2,500 shares of common
stock were exercised by the surrender of 1,517 shares of common stock at fair
market value of $91,000.
O. Accumulated other comprehensive income:
Accumulated other comprehensive income (loss) consists of (in thousands):
Year Ended June 30,
2008 2007 2006
-------- -------- --------
Foreign currency translation adjustments $ 13,733 $ 13,400 $ 6,521
Net unrealized losses on available-for-
sale investments (1,605) (476) (836)
-------- -------- --------
$ 12,128 $ 12,924 $ 5,685
======== ======== ========
40
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's
disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-
15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")). Based
on this evaluation, the principal executive officer and principal financial
officer concluded that the Company's disclosure controls and procedures are
effective to ensure that information required to be disclosed by the Company
in reports that it files or submits under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms.
Changes in Internal Controls
There was no change in the Company's internal control over financial
reporting during the Company's most recently completed fiscal quarter that
has materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Management's Annual Report on Internal Control over Financial Reporting
The management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined
in Exchange Act Rule 13a-15(f). As of June 30, 2008, management, under the
supervision of the chief executive officer and chief financial officer,
assessed the effectiveness of the Company's internal control over financial
reporting based on the criteria for effective internal control over financial
reporting established in "Internal Control - Integrated Framework," issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Based on the assessment, management determined that the Company maintained
effective internal control over financial reporting as of June 30, 2008.
KPMG LLP, our independent registered public accounting firm, has issued a
report on the effectiveness of the Company's internal control over financial
reporting.
ITEM 9B. OTHER INFORMATION
None.
41
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than "Executive Officers of the Company" which is set forth at the end
of Part I of this Annual Report on Form 10-K, the information required by
Item 10 is incorporated herein by reference to the sections entitled
"Election of Directors", "Corporate Governance" and "Compliance With Section
16(a) of the Securities Exchange Act" in the Company's Proxy Statement for
its 2008 Annual Meeting of Shareholders which will be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days
after the close of the fiscal year for which this report is filed.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated herein by reference to
the section entitled "Corporate Governance" and "Executive Compensation
Discussion and Analysis" in the Company's Proxy Statement for its 2008 Annual
Meeting of Shareholders which will be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after the close of the
fiscal year for which this report is filed.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
Information about the Company's equity compensation plans at June 30, 2008 is
as follows (shares in thousands):
Number of
Number of Weighted- Securities
Securities to be Average Remaining
Issued Upon Exercise Price Available for
Exercise of of Outstanding Future Issuance
Outstanding Options, Under Equity
Options, Warrants Warrants and Compensation
Plan Category and Rights Rights Plans
--------------------------- ----------------- -------------- ---------------
Equity compensation
plans approved by
Stockholders (1) 372 $47.36 3,239
Equity compensation
plans not approved
by Stockholders -- -- --
(1) Includes the Company's 1997 Incentive Stock Option Plan and 1998
Nonqualified Stock Option Plans.
The remaining information required by Item 12 is incorporated by reference to
the sections entitled "Principal Shareholders" and "Management Shareholdings"
in the Company's Proxy Statement for its 2008 Annual Meeting of Shareholders
which will be filed with the Securities and Exchange Commission pursuant to
Regulation 14A within 120 days after the close of the fiscal year for which
this report is filed.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by Item 13 is incorporated by reference to the
sections entitled "Corporate Governance" in the Company's Proxy Statement for
its 2008 Annual Meeting of Shareholders which will be filed with the
Securities and Exchange Commission pursuant to Regulation 14A within 120 days
after the close of the fiscal year for which this report is filed.
There were no reportable related party transactions during fiscal 2008.
42
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by Item 14 is incorporated herein by reference to
the section entitled "Audit Matters" in the Company's Proxy Statement for its
2008 Annual Meeting of Shareholders which will be filed with the Securities
and Exchange Commission pursuant to Regulation 14A within 120 days after the
close of the fiscal year for which this report is filed.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
A. (1) List of Financial Statements.
The following Consolidated Financial Statements are filed as part of
this Annual Report on Form 10-K:
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Earnings for the Years Ended
June 30, 2008, 2007 and 2006
Consolidated Balance Sheets as of June 30, 2008 and 2007
Consolidated Statements of Stockholders' Equity and Comprehensive
Income for the Years Ended June 30, 2008, 2007 and 2006
Consolidated Statements of Cash Flows for the Years Ended
June 30, 2008, 2007 and 2006
Notes to Consolidated Financial Statements for the Years
Ended June 30, 2008, 2007 and 2006
A. (2) Financial Statement Schedules.
All financial statement schedules are omitted because they are not
applicable, not material or the required information is shown in the
financial statements or notes thereto.
A. (3) Exhibits.
See "Exhibit Index" immediately following signature page.
43
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) 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
Date: August 27, 2008 /s/ Thomas E. Oland
----------------------------
By: Thomas E. Oland
Its: President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated.
Date Signature and Title
---- ----------------------------
August 27, 2008 /s/ Thomas E. Oland
----------------------------
Thomas E. Oland
Chairman of the Board,
President, Treasurer, Chief
Executive Officer
and Director
(principal executive officer)
August 27, 2008 /s/ Roger C. Lucas, Ph.D.
----------------------------
Dr. Roger C. Lucas
Vice Chairman and Director
August 27, 2008 /s/ Howard V. O'Connell
----------------------------
Howard V. O'Connell, Director
August 27, 2008 /s/ G. Arthur Herbert
----------------------------
G. Arthur Herbert, Director
August 27, 2008 /s/ Randolph C. Steer, Ph.D., M.D.
----------------------------
Dr. Randolph C. Steer, Director
August 27, 2008 /s/ Robert V. Baumgartner
----------------------------
Robert V. Baumgartner, Director
August 27, 2008 /s/ Charles A. Dinarello, M.D.
----------------------------
Dr. Charles A. Dinarello, Director
August 27, 2008 /s/ Karen A. Holbrook, Ph.D.
----------------------------
Dr. Karen A. Holbrook, Director
August 27, 2008 /s/ Gregory J. Melsen
----------------------------
Gregory J. Melsen,
Chief Financial Officer
(principal financial officer)
44
EXHIBIT INDEX
for Form 10-K for the 2008 Fiscal Year
Exhibit
Number Description
------ -----------
3.1 Restated Articles of Incorporation of Company, as amended to date--
incorporated by reference to Exhibit 3.1 of the Company's Form 10-Q for
the quarter ended September 30, 2000*
3.2 Restated Bylaws of the Company, as amended to date--incorporated by
reference to Exhibit 3.1 of the Company's Form 8-K, dated November 14,
2007*
10.1** Employee Agreement with Respect to Inventions, Proprietary
Information, and Unfair Competition with Thomas E. Oland--incorporated
by reference to Exhibit 10.2 of the Company's Form 10, dated October
27, 1988*
10.2** Company's Profit Sharing Plan--incorporated by reference to
Exhibit 10.6 of the Company's Form 10, dated October 27, 1988*
10.3** Company's Stock Bonus Plan--incorporated by reference to Exhibit
10.7 of the Company's Form 10, dated October 27, 1988*
10.4** 1997 Incentive Stock Option Plan--incorporated by reference to
Exhibit 10.24 of the Company's Form 10-K for the year ended June 30,
1997*
10.5 Form of Stock Option Agreement for 1997 Incentive Stock Option
Plan--incorporated by reference to Exhibit 10.25 of the Company's Form
10-K for the year ended June 30, 1997*
10.6 Investment Agreement between ChemoCentryx, Inc. and Techne
Corporation dated November 18, 1997--incorporated by reference to
Exhibit 10.1 of the Company's Form 10-Q for the quarter ended December
31, 1997*
10.7** 1998 Nonqualified Stock Option Plan--incorporated by reference to
Exhibit 10.1 of the Company's Form 10-Q for the quarter ended September
30, 1998*
10.8 Form of Stock Option Agreement for 1998 Nonqualified Stock Option
Plan--incorporated by reference to Exhibit 10.2 of the Company's Form
10-Q for the quarter ended September 30, 1998*
10.9 Investment Agreement between the Company and Discovery Genomics,
Inc. dated August 2, 2001--incorporated by reference to Exhibit 10.30
of the Company's for 10-K for the year ended June 30, 2001.
10.10 Research and License Agreement between R&D Systems and Discovery
Genomics, Inc. dated August 2, 2001--incorporated by reference to
Exhibit 10.31 of the Company's 10-K for the year ended June 30, 2001.
10.11 Investors Rights Agreement dated February 2, 2001 among ChemoCentryx,
Inc., the Company and certain investors amending the Investment
Agreement between ChemoCentryx, Inc. and the Company dated November 18,
1997--incorporated by reference to Exhibit 10.32 of the Company's 10-K
for the year ended June 30, 2001.
10.12 Letter Agreement dated February 2, 2001 between ChemoCentryx, Inc. and
the Company amending the terms of warrants held by the Company--
incorporated by reference to Exhibit 10.33 of the Company's 10-K for
the year ended June 30, 2001.
------------
*Incorporated by reference; SEC File No. 000-17272
**Management contract or compensatory plan or arrangement
45
Exhibit
Number Description
------ -----------
10.13 Correction/Amendment to Investment Agreement dated April 23, 2002,
between Techne Corporation and Discovery Genomics, Inc.--incorporated
by reference to Exhibit 10.39 of the Company's 10-K for the year
ended June 30, 2002.
10.14 Form of Indemnification Agreement entered into with each director
and executive officer of the Company incorporated by reference to
Exhibit 10.1 of the Company's 10-Q for the quarter ended December
31, 2002.
10.15** Employment Agreement, dated December 17, 2004, with Gregory J.
Melsen--incorporated by reference to Exhibit 10.1 of the Company's
8-K dated December 20, 2004.
10.16** Description of Executive Officer's Incentive Bonus Plan--incorporated
by reference to Exhibit 10.30 of the Company's 10-K for the year
ended June 30, 2005.
10.17 Amended and Restated Investors Rights Agreement dated June 13, 2006
among ChemoCentryx, Inc and the Company and certain investors--
incorporated by reference to Exhibit 10.31 of the Company's 10-K for
the year ended June 30, 2006.
10.18** Employment Agreement, dated January 30, 2008, with Marcel Veronneau--
incorporated by reference to Exhibit 10.1 of the Company's 10-Q dated
December 31, 2007.
21 Subsidiaries of the Company:
State/Country of
Name Incorporation
---- ----------------
Research and Diagnostic Systems, Inc.
(R&D Systems) Minnesota
BiosPacific, Inc. Minnesota
R&D Systems Europe Ltd. United Kingdom
R&D Systems GmbH Germany
R&D Systems China Co. Ltd. China
23 Consent of KPMG LLP, Independent Registered Public Accounting Firm
31.1 Certification of Chief Executive Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
31.2 Certification of Chief Financial Officer pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
32.1 Certification of Chief Executive Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
32.2 Certification of Chief Financial Officer pursuant to Section 906
of the Sarbanes-Oxley Act of 2002.
-------------
*Incorporated by reference; SEC File No. 000-17272
**Management contract or compensatory plan or arrangement
46