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, 2010
( ) 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:
Common Stock, $0.01 par value
Name of each exchange on which registered:
The Nasdaq Stock Market LLC
(Nasdaq Global Select Market)
Securities registered pursuant to Section 12(g) of the Act: None
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 registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days: Yes (X) No ( )
Indicate by check mark whether the registrants has submitted electronically
and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for
such shorter period that the registrant was required to submit and post such
files). Yes ( ) 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, a non-accelerated filer, or a smaller reporting
company. See the definitions of "large accelerated filer," "accelerated
filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer (X) Accelerated filer ( )
Non-accelerated filer ( ) Small reporting company ( )
Indicate by check mark whether the Registrant is a shell company (as defined
in Exchange Act Rule 12b-2). Yes ( ) No (X)
The aggregate market value of the Common Stock held by non-affiliates of the
Registrant, based upon the closing sale price on December 31, 2009 as
reported on The Nasdaq Stock Market ($68.56 per share) was approximately $1.9
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, 2010:
37,043,775.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Company's Proxy Statement for its 2010 Annual Meeting of
Shareholders are incorporated by reference into Part III.
TABLE OF CONTENTS
Page
PART I
Item 1. Business 1
Item 1A. Risk Factors 9
Item 1B. Unresolved Staff Comments 11
Item 2. Properties 11
Item 3. Legal Proceedings 11
Item 4. (Removed and Reserved) 11
PART II
Item 5. Market for the Registrant's Common Equity,
Related Shareholder Matters and Issuer
Purchases of Equity Securities 12
Item 6. Selected Financial Data 14
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 15
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk 23
Item 8. Financial Statements and Supplementary Data 25
Item 9. Changes in and Disagreements with Accountants
on Accounting and Financial Disclosure 43
Item 9A. Controls and Procedures 43
Item 9B. Other Information 43
PART III
Item 10. Directors, Executive Officers and
Corporate Governance 44
Item 11. Executive Compensation 44
Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related
Shareholder Matters 44
Item 13. Certain Relationships and Related
Transactions, and Director Independence 45
Item 14. Principal Accounting Fees and Services 45
PART IV
Item 15. Exhibits and Financial Statement Schedules 45
SIGNATURES 46
i
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, manufacture and sale of biotechnology products and
hematology calibrators and controls. These activities are conducted
domestically through its wholly-owned subsidiaries, Research and Diagnostic
Systems, Inc. (R&D Systems) and BiosPacific, Inc. (BiosPacific). The Company
distributes biotechnology products in Europe through its wholly-owned U.K.
subsidiary, R&D Systems Europe Ltd. (R&D Europe). R&D Europe has a sales
subsidiary, R&D Systems GmbH, in Germany and a sales office in France. The
Company distributes biotechnology products in China through its wholly-owned
subsidiary, R&D Systems China, Co. Ltd. (R&D China).
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Europe and hematology.
The biotechnology segment consists of R&D Systems' Biotechnology Division,
BiosPacific and R&D China, which develop, manufacture and sell biotechnology
research and diagnostic products world-wide. R&D 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 2010, 2009 and 2008, net sales from the Company's biotechnology
segment were 66%, 66% and 64%, respectively, of consolidated net sales. Net
sales from the Company's R&D Europe segment were 27%, 27% and 30%,
respectively, of consolidated net sales for same periods. The Company's
hematology segment net sales were 7%, 7% and 6% of consolidated net sales for
fiscal 2010, 2009 and 2008, respectively. Financial information relating to
the Company's operating segments is incorporated herein by reference to Note
L to the Consolidated Financial Statements 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 one of the
world's leading suppliers 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.
The Company also has enzymes and intracellular cell signaling reagents in 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. Both enzymes and cytokines 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.
1
The Company markets cytokine immunoassay 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 nearly 15,000 biotechnology
products.
Biotechnology Products
Cytokines and Enzymes. Cytokines, extracted from natural sources or
produced using recombinant DNA technology, are manufactured to the highest
possible 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 production 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 determine specific
immune-phenotypic properties of cells of the immune system by flow
cytometric means.
Intracellular Cell Signaling Products. This diverse product line provides
reagents to elucidate cell signaling 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 blood, 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 are part
of the body's immune system. 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.
2
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 (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 undergo 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 Medical 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
clinical flow cytometry instruments. These instruments are used to
identify and quantify white blood cells by their immuno-phenotypic
properties.
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 2010,
2009 and 2008, OEM agreements accounted for $8.0 million, $7.6 million and
$7.0 million, respectively, or 3% of total consolidated net sales in each
fiscal year.
3
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.
In fiscal 2010, the Company introduced over 1,400 new biotechnology products.
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 2010 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.
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Research expense (in thousands):
Biotechnology expenses $ 24,331 $ 22,792 $ 21,632
Hematology expenses 790 772 762
-------- -------- --------
$ 25,121 $ 23,564 $ 22,394
======== ======== ========
Percent of net sales 9.3% 8.9% 8.7%
INVESTMENTS
Since fiscal 1998, 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. The Company holds a 16.8% ownership percentage 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. The Company's
net investment in CCX at both June 30, 2010 and 2009 was $14.3 million.
In fiscal 2004, the Company purchased a 10% equity interest in Hemerus
Medical, LLC (Hemerus) for $3.0 million. In fiscal years 2006 through 2008,
the Company invested an additional $1.8 million in Hemerus, increasing its
ownership percentage to 19%. In fiscal 2010, as a result of Hemerus issuing
additional ownership units, the Company's ownership percentage decreased to
13.8% as of June 30, 2010. Hemerus was formed in March 2001 and has acquired
and is developing technology for the separation of leukocytes from red blood
cells and to extend the shelf life of the isolated blood products. 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 $1.2 million and $2.2
million at June 30, 2010 and 2009, respectively.
4
In fiscal 2007, the Company invested $7.2 million for an 18% 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.
In fiscal 2008, Nephromics issued additional membership units which reduced
the Company's ownership percentage to 16.8%. In fiscal 2009 and fiscal 2010,
the Company received distributions of $1.3 million and $50,000, respectively
from Nephromics. The Company accounts for its investment in Nephromics under
the equity method of accounting as Nephromics is a limited liability company.
Its net investment in Nephromics was $4.0 million and $4.5 million at
June 30, 2010 and 2009, respectively.
In fiscal 2008, the Company invested $1.4 million in ACTGen, Inc. (ACTGen), a
development stage biotechnology company located in Japan. ACTGen has
intellectual property related to the identification and expression of
secreted 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 holds a 13.6% ownership percentage in ACTGen as of
June 30, 2010. The Company's net investment in ACTGen was $1.1 million and
$1.2 million at June 30, 2010 and 2009, respectively.
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 a license through August
2011. 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 material 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.
5
PATENTS AND TRADEMARKS
R&D Systems owns patent protection for certain hematology controls which
extend for various periods depending on the date of the patent application or
patent grant. The Company is not substantially dependent on products for
which it has obtained patent protection. Revenues for such products are not
material to the Company's financial results.
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. For more
information on patent litigation, see Item 3 "Legal Proceedings" in this
Annual Report on Form 10-K.
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 2010, 2009 and 2008, total royalties expensed under these licenses
were approximately $3.3 million, $3.2 million and $3.0 million, respectively.
R&D Systems has obtained federal trademark registration for certain of its
hematology controls and biotechnology product groups which extend for various
periods depending upon the date of the trademark grant. 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 2010, 2009 or 2008.
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 2009. The majority of the Company's biotechnology products are
shipped within one day of receipt of the customers' orders. 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 GE
Healthcare Life Sciences, BD Biosciences, EMD Biosciences, Inc., Life
Technologies Corporation, Millipore Corporation, PeproTech, Inc., Santa Cruz
Biotechnology, Inc., Abcam plc., Sigma-Aldrich Corporation and Thermo Fisher
Scientific, Inc. R&D Systems believes that it is one of the leading
worldwide suppliers 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.
6
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, Inc., Streck, Inc., Siemens Healthcare Diagnostics Inc. and
Sysmex Corporation. R&D Systems believes it is the third largest supplier of
hematology controls in the marketplace behind Beckman Coulter, Inc. and
Streck, Inc.
EMPLOYEES
Through its subsidiaries, the Company employed 684 full-time and 53 part-time
employees as of June 30, 2010, as follows:
Full-time Part-time
--------- ---------
R&D Systems 613 30
R&D Europe 54 20
BiosPacific 6 1
R&D China 11 2
--- --
684 53
=== ==
Included in R&D Europe employees are eight full-time and four 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 2010.
GEOGRAPHIC AREA FINANICAL INFORMATION
Following is financial information relating to geographic areas (in
thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Net sales
United States $148,137 $147,271 $141,443
Europe 78,496 79,381 81,628
Other areas 42,414 37,304 34,349
-------- -------- --------
Total net sales $269,047 $263,956 $257,420
======== ======== ========
As of June 30,
2010 2009 2008
-------- -------- --------
Long-lived assets
United States $ 91,554 $ 93,571 $ 93,612
Europe 6,299 7,214 8,992
Other areas 70 98 112
-------- -------- --------
Total long-lived assets $ 97,923 $100,883 $102,716
======== ======== ========
7
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, and other assets, net of depreciation and
amortization. See the description of risks associated with the Company's
foreign subsidiaries in Item 1A of this Annual Report on Form 10-K.
INVESTOR INFORMATION
The Company is subject to the information requirements of the Securities
Exchange Act of 1934. Therefore, the Company files periodic reports, proxy
statements, and other information with the Securities and Exchange Commission
(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 Web
site (http://www.techne-corp.com). The Company makes available on its Web
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.
EXECUTIVE OFFICERS OF THE REGISTRANT
The names, ages and positions of each executive officer of the Company are as
follows:
Name Age Position Officer Since
----------------- --- ---------------------------------------- -------------
Thomas E. Oland 69 Chairman of the Board, President, 1985
Treasurer, Chief Executive and Director
Gregory J. Melsen 58 Vice President of Finance and Chief 2004
Financial Officer
Marcel Veronneau 56 Vice President, Hematology Operations 1995
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.
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.
Gregory J. Melsen joined the Company in December 2004 as Vice President of
Finance and Chief Financial Officer. Prior to 2004, he held various vice
president and chief financial officers positions at several publicly traded
companies and was employed by a public accounting firm for 19 years,
including nine years as an audit partner.
Marcel Veronneau was appointed as Vice President, Hematology Operations for
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.
8
ITEM 1A. RISK FACTORS
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.
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.
The Company's revenues are significantly dependent on sales to research
scientists in the private and public sector, and a decrease in research
spending could negatively impact the Company's 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.
The Company operates in rapidly changing and intensely competitive
industries, and may not be able to keep pace with its 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.
The Company is significantly dependent on sales made through foreign
subsidiaries, and revenues and earnings could be negatively impacted by
changes in exchange rates.
Approximately 29% 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. Any adverse movement in foreign currency rates could
negatively affect the Company's revenues and earnings.
The Company's business is subject to governmental regulation, which may have
the effect of delaying or impeding the release of certain of its 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, and negatively affect the Company's
revenues.
9
The Company is dependent on maintaining its intellectual property rights, and
cannot guarantee that it 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.
The Company's success will be dependent on recruiting and retaining highly
qualified personnel, the loss of whom could adversely affect its 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.
The Company may incur losses as a result of its investments in other
companies, the success of which is largely out of the Company's 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, technologies and additional
customer base, carry risks that objectives will not be achieved and future
earnings will be adversely affected. 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 FDA clearance to market their products.
The Company uses the equity method of accounting for certain of these
investments and records a percentage of the losses of these companies 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 funding were unavailable or
inadequate to fund operations of these companies or if patent protection
or FDA clearance were not received by them, the Company may determine that
its investment in one or more of these unconsolidated companies is "other
than temporarily" impaired, and the Company could write off all or a
portion of its investment.
The Company may be unsuccessful in expanding into China and establishing
adequate distribution channels for its products in China.
The Company established a subsidiary in China in late fiscal 2007, 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.
10
ITEM 1B. UNRESOLVED STAFF COMMENTS
There are no unresolved staff comments as of the date of this report.
ITEM 2. PROPERTIES
The Company owns the facilities that its headquarters and R&D Systems
subsidiary occupy 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 $413,000, $481,000 and $404,000
in fiscal 2010, 2009 and 2008, respectively.
The Company owns the 17,000 square foot facility that its R&D Europe
operations occupy in Abingdon, England.
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
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
In a previously disclosed lawsuit filed by Streck, Inc. (Streck), venued in
the U.S. District Court for the District of Nebraska (the Nebraska Court),
Streck alleged patent infringement involving certain patents issued to Streck
relating to the addition of reticulocytes to hematology controls. Streck was
seeking a royalty on sales of integrated hematology controls containing
reticulocytes. 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. As a result, the Company requested, and in
2007 the U.S. Patent and Trademark Office (USPTO) declared, an interference
to determine priority of invention between a patent application filed by R&D
Systems and five Streck patents, including each of the patents involved in
the lawsuit. On November 2, 2009, the interference board ordered that
judgment for the Company and against Streck be entered, finding that R&D
Systems was the first to invent the integrated hematology controls containing
reticulocytes.
11
The judgment, once upheld, will constitute cancellation of all claims of the
five Streck patents involving the addition of reticulocytes to hematology
controls. Such cancellation may moot an earlier jury decision on October 28,
2009, at the conclusion of trial in the Nebraska Court, that the Company did
not meet its burden of demonstrating by clear and convincing evidence that
the Streck patents were invalid. The jury also found that a reasonable
license royalty rate was 12.5%, and that R&D Systems did not willfully
infringe, resulting in a judgment in favor of Streck in the amount of
$92,300. The Company will also be responsible for court related costs (less
than $40,000) and its professional fees related to the case. The Company will
defend the interference board's decision, will move the Nebraska Court for
declaratory judgment of invalidity as a matter of law based on priority, and
will appeal any continuing adverse decision of the Nebraska Court. If
successful, after cancellation of the Streck patents, the Company may be
issued a patent covering integrated hematology controls containing
reticulocytes. The Company does not believe the resolution of the above
proceedings will have a material impact on the Company's consolidated
financial statements.
ITEM 4. (REMOVED AND RESERVED)
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER
MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
The Company's common stock trades on The NASDAQ Global Select Market under
the symbol "TECH." The following table sets forth for the periods indicated
the high and low sales price per share for the Company as reported by the
NASDAQ Global Select Market.
Fiscal 2010 Price Fiscal 2009 Price
----------------- -----------------
High Low High Low
------ ------ ------ ------
1st Quarter $65.54 $58.91 $82.92 $67.97
2nd Quarter 69.95 62.12 75.15 57.10
3rd Quarter 69.74 60.00 65.64 45.38
4th Quarter 67.65 57.10 64.41 51.11
As of August 26, 2010, there were over 28,000 beneficial shareholders of the
Company's common stock and over 260 shareholders of record. The Company paid
quarterly cash dividends totaling $38.4 million and $28.2 million in fiscal
2010 and 2009, respectively. Its Board of Directors periodically considers
the payment of cash dividends.
12
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, 2005 in the Company's common stock and in each of
the foregoing indices and assumes reinvestment of dividends.
COMPARISION OF CUMULATIVE FIVE YEAR TOTAL RETURNS
INDEXED RETURNS
Year Ending
Company/Index June 2006 June 2007 June 2008 June 2009 June 2010
----------------------- --------- --------- --------- --------- ---------
Techne Corp 110.91 124.61 168.57 140.79 128.83
S&P Midcap 400 Index 112.98 133.89 124.07 89.30 111.57
S&P 400 Biotechnology 101.89 106.89 138.54 134.63 150.95
The following table sets forth the repurchases of Company Common Stock for
the quarter ended June 30, 2010.
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
-------------- ------------ ---------- ------------------ -------------------
4/1/10-4/30/10 3,900 62.00 3,900 $65.9 million
5/1/10-5/31/10 52,021 60.61 52,021 $62.7 million
6/1/10-6/30/10 204,772 59.19 204,772 $50.6 million
In November 2007, the Company authorized a plan for the repurchase and
retirement of up to $150 million of its common stock. In April 2009, the
Company authorized an additional $60 million for its stock repurchase plan.
The plan does not have an expiration date.
13
ITEM 6. SELECTED FINANCIAL DATA
(dollars in thousands, except share and per share data)
2010 2009 2008 2007 2006
-------- -------- -------- -------- --------
Income and Share Data:
Net sales $269,047 $263,956 $257,420 $223,482 $202,617
Gross margin(1) 79.8% 79.0% 79.5% 79.1% 77.4%
Selling, general and
administrative expenses(1) 12.0% 12.6% 14.3% 13.9% 13.6%
Research and development
expenses(1) 9.3% 8.9% 8.7% 9.0% 9.3%
Operating income(1) 58.1% 57.1% 56.1% 55.6% 53.6%
Earnings before
income taxes(1) 58.1% 58.9% 59.8% 57.7% 54.9%
Net earnings(1) 40.8% 39.9% 40.2% 38.1% 36.2%
Net earnings $109,776 $105,242 $103,558 $ 85,111 $ 73,351
Diluted earnings per share $ 2.94 $ 2.78 $ 2.64 $ 2.15 $ 1.85
Average common and common
equivalent shares -
diluted (in thousands) 37,347 37,900 39,247 39,513 39,594
Share closing price:
High $ 69.65 $ 81.90 $ 79.73 $ 61.87 $ 60.14
Low $ 57.10 $ 45.64 $ 56.20 $ 45.63 $ 46.40
Balance Sheet Data as
of June 30:
Cash, cash equivalents
and short-term available-
for-sale investments $138,811 $202,887 $206,345 $164,774 $108,846
Receivables 34,137 31,153 33,332 30,966 25,078
Inventories 13,737 11,269 9,515 8,757 9,024
Working capital 184,016 239,944 238,194 195,645 131,856
Total assets 518,816 472,005 507,369 454,844 370,512
Long-term debt, less
current portion - - - - 12,198
Cash Flow Data:
Net cash provided by
operating activities $111,260 $111,321 $115,317 $ 90,503 $ 85,589
Capital expenditures 4,644 6,556 16,365 8,076 4,603
Cash dividends paid per
common share(2) 1.03 0.75 - - -
Financial Ratios:
Return on average equity 22.9% 22.3% 22.4% 21.9% 24.1%
Return on average assets 22.2% 21.5% 21.5% 20.6% 22.0%
Current ratio 11.8 16.5 12.8 12.4 8.3
Price to earnings ratio(3) 20 23 29 27 28
Employee Data as of June 30:
Full-time employees 684 687 666 628 577
(1) As a percent of net sales.
(2) The Company's Board of Directors periodically considers the payment
of cash dividends.
(3) Common share price at end of fiscal year (June 30) divided by
the diluted earnings per share for the respective fiscal year.
14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
FORWARD-LOOKING INFORMATION
This report contains forward-looking statements, which are based on the
Company's current assumptions and expectations. The principal forward-looking
statements in this report include: the Company's expectations regarding
product releases, governmental license renewals, future tax rates, capital
expenditures, future dividend declarations, adequacy of owned and leased
property for future operations, and sufficiency of capital resources to meet
the Company's foreseeable future cash and working capital requirements.
All such forward-looking statements are intended to enjoy the protection of
the safe harbor for forward-looking statements contained in the Private
Securities Litigation Reform Act of 1995, as amended. Although the Company
believes there is a reasonable basis for the forward-looking statements, the
Company's actual results could be materially different. The most important
factors which could cause the Company's actual results to differ from
forward-looking statements are set forth in the Company's description of risk
factors in Item 1A to this Annual Report on Form 10-K.
Forward-looking statements speak only as of the date they are made, and the
Company does not undertake any obligation to update any forward-looking
statements.
OVERVIEW
TECHNE Corporation and Subsidiaries (the Company) are engaged in the
development, manufacture and sale of biotechnology products and hematology
calibrators and controls. These activities are conducted domestically through
its wholly-owned subsidiaries, Research and Diagnostic Systems, Inc. (R&D
Systems) and BiosPacific, Inc. (BiosPacific). The Company distributes
biotechnology products in Europe through its wholly-owned U.K. subsidiary,
R&D Systems Europe Ltd. (R&D Europe). R&D Europe has a sales subsidiary, R&D
Systems GmbH, in Germany and a sales office in France. The Company
distributes biotechnology products in China through its wholly-owned
subsidiary, R&D Systems China Co. Ltd. (R&D China).
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Europe and hematology.
The biotechnology segment consists of R&D Systems' Biotechnology Division,
BiosPacific and R&D China, which develop, manufacture and sell biotechnology
research and diagnostic products world-wide. R&D 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 sales and consolidated net earnings increased 1.9% and 4.3%,
respectively, for fiscal 2010 as compared to fiscal 2009. Consolidated net
sales and consolidated net earnings in fiscal 2010 were slightly affected by
changes in exchange rates from the prior year used to convert consolidated
net sales and consolidated net earnings in foreign currencies into U.S.
dollars. The favorable impact in fiscal 2010 on consolidated net sales and
consolidated net earnings of the change from the prior year in exchange rates
was $888,000 and $68,000, respectively. Consolidated net earnings for fiscal
2010 included a $4.7 million tax benefit as a result of a foreign currency
exchange tax loss on the repatriation of prior-year earnings from R&D Europe
to the U.S.
Consolidated net sales and consolidated net earnings increased 2.5% and 1.6%,
respectively, for fiscal 2009 as compared to fiscal 2008. The unfavorable
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 $8.6 million for fiscal 2009. The unfavorable impact on fiscal 2009
consolidated net earnings, as compared to fiscal 2008, from changes in
exchange rates used to convert foreign currency financial statements to U.S.
dollars was $4.5 million.
15
RESULTS OF OPERATIONS
Net sales
Net sales (in thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Biotechnology $177,889 $173,913 $165,663
R&D Europe 72,764 72,541 75,735
Hematology 18,394 17,502 16,022
-------- -------- --------
$269,047 $263,956 $257,420
======== ======== ========
Consolidated net sales for fiscal 2010 were $269.0 million, an increase of
$5.1 million (1.9%) from fiscal 2009. Consolidated net sales were favorably
affected by the change from the prior year in exchange rates used to convert
sales in foreign currencies into U.S. dollars. Excluding the effect of
changes in foreign currency exchange rates, consolidated net sales increased
1.6% in fiscal 2010 from fiscal 2009. Included in consolidated net sales in
fiscal 2010 were $2.8 million of sales of new biotechnology products, which
had their first sale in fiscal 2010.
Biotechnology net sales in fiscal 2010 increased $4.0 million (2.3%) from
fiscal 2009. The majority of the biotechnology net sales increase was from
increased sales volume. Biotechnology net sales to academic customers,
Pacific Rim distributors and sales in China increased 4.0%, 10.5% and 21.8%,
respectively, in fiscal 2010 from fiscal 2009. Biotechnology net sales to
industrial pharmaceutical and biotechnology customers, Biotechnology's
largest customer segment, were flat in fiscal 2010 compared to the prior
fiscal year. R&D Europe net sales increased $223,000 (0.3%) in fiscal 2010.
R&D Europe net sales decreased slightly (0.9%) for fiscal 2010 when measured
at currency rates in effect in fiscal 2009. Hematology net sales in fiscal
2010 increased $892,000 (5.1%) mainly due to increased sales volume.
Consolidated net sales for fiscal 2009 were $264.0 million, an increase of
$6.5 million (2.5%) from fiscal 2008. Consolidated net sales were unfavorably
affected by the change from the prior year in exchange rates used to convert
sales in foreign currencies into U.S. dollars. Excluding the effect of
changes in foreign currency exchange rates, consolidated net sales increased
5.9% in fiscal 2009 from fiscal 2008. Included in consolidated net sales in
fiscal 2009 were $3.4 million of sales of new biotechnology products, which
had their first sale in fiscal 2009.
Biotechnology net sales in fiscal 2009 increased $8.3 million (5.0%) from
fiscal 2008. The majority of the biotechnology net sales increase was from
increased sales volume. Biotechnology net sales to international
distributors, pharmaceutical/biotechnology customers and academic customers
increased 6.2%, 4.7% and 3.9%, respectively, in fiscal 2009 from fiscal 2008.
R&D Europe net sales decreased $3.2 million (4.2%) in fiscal 2009. R&D Europe
net sales increased 7.2% for fiscal 2009 when measured at currency rates in
effect in fiscal 2008, mainly as a result of increased sales volume.
Hematology net sales in fiscal 2009 increased $1.5 million (9.2%) mainly due
to increased sales volume.
Gross margins
Gross margins, as a percentage of net sales, were as follows:
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Biotechnology 80.1% 79.3% 79.7%
R&D Europe 52.4% 51.7% 56.5%
Hematology 47.7% 45.9% 41.0%
Consolidated 79.8% 79.0% 79.5%
16
The improvement in consolidated gross margins for fiscal 2010 was mainly the
result of incremental profit on increased sales volume in the biotechnology
segment. The decline in consolidated gross margins for fiscal 2009 was mainly
the result of lower gross margins at R&D Europe due to unfavorable exchange
rates between a stronger U.S. dollar and weaker euro and British pound
sterling.
Selling, general and administrative expenses
Selling, general and administrative expenses decreased $989,000 (3.0%) and
$3.6 million (9.7%) in fiscal 2010 and 2009, respectively. Selling, general
and administrative expenses were as follows (in thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Biotechnology $ 18,947 $ 19,035 $ 20,981
R&D Europe 8,039 7,967 9,667
Hematology 1,393 1,463 2,003
Unallocated corporate expenses 3,796 4,699 4,064
-------- -------- --------
$ 32,175 $ 33,164 $ 36,715
======== ======== ========
The change from the comparable fiscal year was primarily the result of the
following (in thousands):
Increase/(Decrease)
2010 2009
-------- --------
Legal fees $ (690) $ 786
Profit sharing and bonus expense (403) (3,759)
Stock-based compensation expense (343) (249)
Change in exchange rates to convert
British pounds to U.S dollars 9 (2,024)
Other, including annual wage, salary and
benefit increases 438 1,695
-------- --------
$ (989) $ (3,551)
======== ========
The increase in legal fees in fiscal 2009 was due to patent interference and
infringement litigation. Although ongoing in fiscal 2010, the legal expenses
for the litigation in fiscal 2010 decreased from the fiscal 2009 level. The
decrease in profit sharing and bonus expense in fiscal 2010 and 2009 reflect
the change in financial results from the prior fiscal year. The remainder of
the change in selling, general and administrative expenses for both fiscal
years was mainly the result of annual wage, salary and benefit increases,
partially offset by a decrease in stock-based compensation expense.
Research and development expenses
Research and development expenses increased $1.6 million (6.6%) and $1.2
million (5.2%) in fiscal 2010 and 2009, 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. The Company introduced over 1,400 new biotechnology products in
both fiscal 2010 and 2009, respectively. Research and development expenses
are composed of the following (in thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Biotechnology $ 24,331 $ 22,792 $ 21,632
R&D Europe - - -
Hematology 790 772 762
-------- -------- --------
$ 25,121 $ 23,564 $ 22,394
======== ======== ========
17
Amortization of intangible assets
Amortization expense was $1.0 million in both fiscal 2010 and 2009, and $1.1
million in fiscal 2008, related mainly to technologies, trade names and
customer relationships acquired as a result of acquisitions in fiscal 2006.
Intangible assets are being amortized over lives of up to eight years.
Interest income
Interest income for fiscal 2010, 2009 and 2008 was $4.4 million, $7.6 million
and $12.2 million, respectively. The decrease in both fiscal 2010 and 2009
from the prior fiscal year was primarily the result of lower rates of return
on cash and available-for-sale investments, offset in part by higher cash and
available-for-sale investment balances.
Other non-operating (expense) income
Other non-operating (expense) income consists mainly of foreign currency
transaction gains and losses, rental income, building expenses related to
rental property and the Company's share of losses by equity method investees
as follows (in thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Foreign currency (losses) gains $ (960) $ (34) $ 807
Rental income 413 481 404
Real estate taxes, depreciation and utilities (2,200) (2,208) (2,315)
Losses by equity method investees (1,510) (1,290) (1,140)
Impairment loss on marketable equity security - - (400)
-------- -------- --------
$ (4,257) $ (3,051) $ (2,644)
======== ======== ========
The Company has two equity method of accounting investments in limited
liability companies, Hemerus Medical, LLC (Hemerus) and Nephromics, LLC
(Nephromics). At June 30, 2010 and 2009, the Company had a 13.8% and 22.0%
interest in Hemerus, respectively. The Company has financial exposure to any
losses of Hemerus to the extent of its net investment. The Company's net
investment in Hemerus was $1.2 million and $2.2 million at June 30, 2010 and
2009, respectively. At both June 30, 2010 and 2009, the Company had a 16.8%
interest in Nephromics. In fiscal 2010 and 2009, the Company received $50,000
and $1.3 million, respectively, in distributions from Nephromics. The
Company has financial exposure to any losses of Nephromics to the extent of
its net investment. The Company's net investment in Nephromics was $4.0
million and $4.5 million at June 30, 2010 and 2009, respectively.
The Company has an investment in the common stock of Immunicon Corporation
(IMMC), a publicly-held company which was 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
wrote off its investment in IMMC in fiscal 2008.
Income taxes
Income taxes for fiscal 2010, 2009 and 2008 were provided at rates of
approximately 29.8%, 32.3% and 32.7%, respectively, of consolidated earnings
before income taxes. The fiscal 2010 consolidated tax rate was positively
impacted by a $4.7 million tax benefit from a foreign currency exchange tax
loss related to the repatriation of 50 million British pound sterling
($74.4 million) from R&D Europe to the U.S. The Company had previously
paid U.S. income taxes on the foreign earnings that were included in the
repatriated funds. Excluding this tax benefit, the effective tax rate for
fiscal 2010 would have been 32.8%. This is slightly higher than the fiscal
2009 effective tax rate primarily as a result of the expiration of the U.S.
research and development credit at the end of the second quarter of fiscal
2010. The fiscal 2009 consolidated tax rate was positively impacted by the
renewal of the U.S. research and development credit. The fiscal 2009 credit
included $354,000 of credit for the January to June 2008 period. U.S. federal
taxes have been reduced by 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. The Company expects income tax rates for
fiscal 2011 to range from 32% to 33%, excluding any impact of retroactively
applied U.S. research and development tax credits.
18
QUARTERLY FINANCIAL INFORMATION (Unaudited)
(in thousands, except per share data)
Fiscal 2010 Fiscal 2009
-------------------------------- -------------------------------
First Second Third Fourth First Second Third Fourth
Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
------- ------- ------- ------- ------- ------- ------- -------
Net sales $66,534 $65,521 $70,278 $66,714 $69,324 $61,876 $67,866 $64,890
Gross margin 53,633 52,192 55,879 52,880 56,238 48,446 53,550 50,234
Earnings
before taxes 39,707 36,699 41,439 38,601 42,948 34,150 40,841 37,424
Income taxes 12,935 11,978 9,051(1)12,706 14,355 10,528 13,200 12,038
Net earnings 26,772 24,721 32,388(1)25,895 28,593 23,622 27,641 25,386
Basic earnings
per share 0.72 0.66 0.87(1) 0.70 0.74 0.62 0.74 0.68
Diluted earnings
per share 0.72 0.66 0.87(1) 0.69 0.74 0.62 0.74 0.68
(1) Included a $4.7 million ($0.12 per share) tax benefit from a foreign
currency exchange loss related to repatriation of funds from R&D
Europe to the U.S.
LIQUIDITY AND CAPITAL RESOURCES
Cash, cash equivalents and available-for-sale investments at June 30, 2010
were $310 million compared to $265 million at June 30, 2009. The Company has
an unsecured line of credit of $750,000 available at June 30, 2010 which
expires on October 31, 2010. 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.
At June 30, 2010, approximately 44%, 54%, and 2% of the Company's cash and
equivalent account balances of $94.1 million are located in the U.S., United
Kingdom and China, respectively. At June 30, 2010, approximately 98% of the
Company's available-for-sale investment accounts are located in the U.S.,
with the remaining 2% in China. 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 at each of its
geographical locations 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 $111 million, $111 million and
$115 million in fiscal 2010, 2009 and 2008, respectively. The cash generated
from operating activities in fiscal 2010 as compared to fiscal 2009 was
mainly the result of changes in operating assets and liabilities offset by
increased net earnings of $4.5 million. In fiscal 2010 changes in operating
assets and liabilities negatively impacted net cash from operating activities
by $7.8 million compared to a $4.1 million negative impact in fiscal 2009.
The decrease in cash generated from operating activities in fiscal 2009 as
compared to fiscal 2008 was mainly the result of changes in operating assets
and liabilities offset by increased net earnings of $1.7 million. In fiscal
2009, changes in operating assets and liabilities negatively impacted net
cash from operating activities by $4.1 million compared to a positive impact
in fiscal 2008 of $2.2 million as a result of changes in the timing of cash
payments and receipts.
19
Cash flows from investing activities
Capital additions consist of the following (in thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Laboratory, manufacturing, and
computer equipment $ 1,972 $ 2,573 $ 3,010
Construction/renovation 2,672 1,810 5,012
Property purchases - 2,173 8,343
-------- -------- --------
$ 4,644 $ 6,556 $ 16,365
======== ======== ========
Included in fiscal 2010, 2009 and 2008 capital additions were approximately
$2.7 million, $1.8 million and $4.3 million, respectively, related to the
construction and renovation of laboratory space at the Company's Minneapolis
facility. The additional construction in fiscal 2008 was for the build out of
rental space for tenants. Construction was financed through available cash.
In fiscal 2009, the Company purchased two parking lots adjacent to its
Minneapolis facility for $2.2 million. 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 property purchases were financed through
available cash. Capital additions for laboratory, manufacturing and computer
equipment and space renovations planned for fiscal 2011 are expected to be
approximately $3.6 million and are expected to be financed through currently
available cash and cash generated from operations.
The Company's net (sales) purchases of available-for-sale investments in
fiscal 2010, 2009 and 2008 were $110 million, ($26.5) million and $8.6
million, respectively. The large net purchase of available-for-sale
investments in fiscal 2010 was primarily the result of the repatriation of
funds from the U.K., where the funds had been invested in instruments
classified as cash and equivalents, to the U.S. where the funds were invested
in available-for-sale investments. The Company's investment policy is to
place excess cash in municipal and corporate bonds with the objective of
obtaining the highest possible return while minimizing risk and keeping the
funds accessible.
In fiscal 2010 and 2009, the Company received $50,000 and $1.3 million,
respectively, in distributions from Nephromics. The Company began investing
in Nephromics in fiscal 2007 and has an ownership percentage of 16.8% at June
30, 2010. At June 30, 2010 and 2009, the Company's net investment in
Nephromics was $4.0 million and $4.5 million, respectively.
In fiscal 2008, the Company invested $1.4 million in ACTGen, Inc. (ACTGen).
The Company holds a 13.6% ownership percentage in ACTGen as of June 30, 2010
and the Company's net investment in ACTGen at June 30, 2010 and 2009 was
$1.1 million and $1.2 million, respectively. In fiscal 2008, the Company
also invested $300,000 in Hemerus. The Company began investing in Hemerus in
fiscal 2004 and has an ownership percentage of 13.8% at June 30, 2010. The
Company's net investment in Hemerus at June 30, 2010 and 2009 was $1.2
million and $2.2 million, respectively. Both of these investments were
financed through cash and equivalents on hand.
Cash flows from financing activities
The Company received $3.3 million, $953,000 and $3.1 million for the exercise
of options for 73,000, 21,000 and 86,000 shares of common stock in fiscal
2010, 2009 and 2008, respectively. The Company recognized excess tax benefits
from stock option exercises of $196,000, $107,000 and $524,000 in fiscal
2010, 2009 and 2008, respectively.
In fiscal 2010, 2009 and 2008, the Company purchased 9,827, 22,637 and 23,641
shares of common stock, respectively, for its employee Stock Bonus Plans at a
cost of $607,000, $1.7 million and $1.5 million, respectively.
20
In fiscal 2008, the Board of Directors authorized the Company to purchase up
to $150 million of its common stock and in fiscal 2009 increased the
authorization by $60 million. In fiscal 2010, the Company purchased and
retired 284,000 shares of common stock at a market value of $16.9 million, of
which $14.9 million was disbursed prior to June 30, 2010. In fiscal 2009 and
2008, the Company purchased and retired 1.4 million and 899,000 shares of
common stock at market values of $90.6 million and $58.7 million,
respectively. At June 30, 2010, approximately $50.6 million remained
available for purchase under the fiscal 2009 authorization.
In fiscal 2010 and 2009, the Company paid cash dividends of $38.4 million and
$28.2 million, respectively. The 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, 2010 (in thousands):
Payments Due by Period
Less than 1-3 3-5 After
Total 1 Year Years Years 5 Years
------ --------- ----- ----- -------
Operating leases $ 988 $ 285 $ 484 $ 219 $ -
Minimum royalty payments 156 156 - - -
------ --------- ----- ----- -------
$1,144 $ 441 $ 484 $ 219 $ -
====== ========= ===== ===== =======
The above table does not include any reserves for income taxes 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
current or future 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 (U.S. GAAP). 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.
21
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 are based on quoted
market prices. 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 gains on available-for-sale investments at June
30, 2010 were $1.1 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. The value of
protein and antibody inventory reserved at June 30, 2010 was $19.9 million.
Valuation of goodwill
The Company is required to perform an annual review for impairment of
goodwill in accordance with FASB ASC Topic 350, Intangibles - Goodwill and
Other. 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 a
reporting unit, including goodwill, to the fair value of the reporting unit.
A significant change in the Company's market capitalization or in the
carrying amount of net assets of a reporting unit could result in an
impairment charge in future periods. Goodwill at June 30, 2010 was $25.1
million.
Valuation of investments
The Company has made equity investments in several start-up and early
development stage companies, among them ChemoCentryx, Inc. (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, 2010 in CCX, Hemerus, Nephromics and ACTGen were
$14.3 million, $1.2 million, $4.0 million and $1.1 million, respectively.
22
RECENT ACCOUNTING PRONOUNCEMENTS
In June 2009, the FASB issued Statement of Financial Accounting Standard No.
167, now codified in ASC Topic 810, Consolidation. This statement amends the
consolidation guidance applicable to variable interest entities and is
effective for the Company beginning July 1, 2010. The Company believes the
adoption of this pronouncement will not have a significant impact on the
Company's consolidated financial statements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK
At the end of fiscal 2010, the Company had an portfolio of fixed income
securities, excluding those classified as cash and cash equivalents, of $216
million (see Note B to the Consolidated Financial Statements included in Item
8 of this Annual Report on Form 10-K). These securities, like all fixed
income instruments, are subject to interest rate risk and will decline in
value if market interest rates increase. However, because the Company's fixed
income securities are classified as available-for-sale, no gains or losses
are recognized by the Company in its Consolidated Statement of Earnings due
to changes in interest rates unless such securities are sold prior to
maturity. The Company generally holds its fixed income securities until
maturity and, historically, has not recorded any material gains or losses on
any sale prior to maturity.
The Company operates internationally, and thus is subject to potentially
adverse movements in foreign currency rates. Approximately 29% of
consolidated net sales are made in foreign currencies including 16% in euro,
7% in British pound sterling, 2% in Chinese yuan and the remaining 4% in
other European currencies. As a result, the Company is exposed to market risk
mainly from foreign exchange rate fluctuations of the euro, British pound
sterling, and the Chinese yuan as compared to the U.S. dollar as the
financial position and operating results of the Company's foreign operations
are translated into U.S. dollars for consolidation.
Month-end exchange rates between the British pound sterling, euro and Chinese
yuan and the U.S. dollar, which have not been weighted for actual sales
volume in the applicable months in the periods, were as follows:
Year Ended June 30,
2010 2009 2008
-------- -------- --------
British pound:
High $ 1.67 $ 1.98 $ 2.08
Low 1.45 1.43 1.98
Average 1.58 1.60 2.01
Euro:
High $ 1.50 $ 1.56 $ 1.58
Low 1.22 1.27 1.36
Average 1.38 1.37 1.48
Chinese yuan:
High $ .148 $ .147 $ .146
Low .146 .146 .132
Average .146 .146 .138
23
The Company's exposure to foreign exchange rate fluctuations also arises from
trade receivables and intercompany payables denominated in one currency in
the financial statements, but receivable or payable in another currency. At
June 30, 2010, the Company had the following trade receivable and
intercompany payables denominated in one currency but receivable or payable
in another currency (in thousands):
Denominated U. S. Dollar
Currency Equivalent
-------------- ------------
Accounts receivable in:
Euros 894 Br. pound $ 1,335
Other European currencies 785 Br. pound $ 1,173
Intercompany payable in:
Euros 265 Br. pound $ 394
U.S. dollars 1,178 Br. pound $ 1,760
U.S. dollars 3,732 Ch. Yuan $ 551
All of the above balances are revolving in nature and are not deemed to be
long-term balances.
The Company does not enter into foreign currency 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. Foreign currency transaction gains and losses are included
in "Other non-operating expense, net" in the Consolidated Statement of
Earnings. The effect of translating net assets of foreign subsidiaries into
U.S. dollars are recorded on the Consolidated Balance Sheet as part of
"Accumulated other comprehensive (loss) income."
The effects of a hypothetical simultaneous 10% appreciation in the U.S.
dollar from June 30, 2010 levels against the euro, British pound sterling and
Chinese yuan are as follows (in thousands):
Decrease in translation of 2010 earnings into U.S. dollars $ 2,066
Decrease in translation of net assets of foreign subsidiaries 6,794
Additional transaction losses 231
24
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
CONSOLIDATED STATEMENTS OF EARNINGS
TECHNE Corporation and Subsidiaries
(in thousands, except per share data)
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Net sales $269,047 $263,956 $257,420
Cost of sales 54,463 55,488 52,889
-------- -------- --------
Gross margin 214,584 208,468 204,531
-------- -------- --------
Operating expenses:
Selling, general and administrative 32,175 33,164 36,715
Research and development 25,121 23,564 22,394
Amortization of intangible assets 960 960 1,135
-------- -------- --------
Total operating expenses 58,256 57,688 60,244
-------- -------- --------
Operating income 156,328 150,780 144,287
-------- -------- --------
Other income (expense):
Interest income 4,375 7,634 12,188
Other non-operating expense, net (4,257) (3,051) (2,644)
-------- -------- --------
Total other income 118 4,583 9,544
-------- -------- --------
Earnings before income taxes 156,446 155,363 153,831
Income taxes 46,670 50,121 50,273
-------- -------- --------
Net earnings $109,776 $105,242 $103,558
======== ======== ========
Earnings per share:
Basic $ 2.95 $ 2.78 $ 2.65
Diluted $ 2.94 $ 2.78 $ 2.64
Cash dividends per common share: $ 1.03 $ 0.75 $ -
Weighted average common shares outstanding:
Basic 37,255 37,802 39,139
Diluted 37,347 37,900 39,247
See Notes to Consolidated Financial Statements.
25
CONSOLIDATED BALANCE SHEETS
TECHNE Corporation and Subsidiaries
(in thousands, except share and per share data)
June 30
2010 2009
-------- --------
ASSETS
Current assets:
Cash and cash equivalents $ 94,139 $160,940
Short-term available-for-sale investments 44,672 41,947
Trade accounts receivable, less allowance for
doubtful accounts of $347 and $357, respectively 30,850 29,516
Income taxes receivable 1,755 -
Other receivables 1,532 1,637
Inventories 13,737 11,269
Deferred income taxes 13,379 9,345
Prepaid expenses 976 813
-------- --------
Total current assets 201,040 255,467
-------- --------
Available-for-sale investments 171,171 61,863
Property and equipment, net 97,400 100,133
Goodwill 25,068 25,068
Intangible assets, net 2,044 3,004
Deferred income taxes 1,011 3,601
Investments in unconsolidated entities 20,559 22,119
Other assets 523 750
-------- --------
$518,816 $472,005
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Trade accounts payable $ 5,232 $ 5,156
Salaries, wages and related accruals 3,781 4,010
Other accounts payable and accrued expenses 4,375 2,311
Income taxes payable 3,636 4,046
-------- --------
Total current liabilities 17,024 15,523
-------- --------
Commitments and contingencies (Note H)
Shareholders' 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
37,033,474 and 37,244,029 shares, respectively 370 372
Additional paid-in capital 122,537 117,946
Retained earnings 400,119 345,641
Accumulated other comprehensive loss (21,234) (7,477)
-------- --------
Total shareholders' equity 501,792 456,482
-------- --------
$518,816 $472,005
======== ========
See Notes to Consolidated Financial Statements.
26
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
AND COMPREHENSIVE INCOME (LOSS)
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, 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
Comprehensive income:
Net earnings - - - 105,242 - 105,242
Other comprehensive income:
Foreign currency translation adjustments - - - - (21,768) (21,768)
Unrealized gains on available-for-
sale investments (net of tax of $1,251) - - - - 2,163 2,163
--------
Comprehensive income 85,637
Common stock issued for exercise of options 21 0 975 - - 975
Surrender and retirement of stock to
exercise options (0) (0) (22) - - (22)
Repurchase and retirement of common stock (1,420) (14) - (90,615) - (90,629)
Cash dividends - - - (28,194) - (28,194)
Stock-based compensation expense - - 1,478 - - 1,478
Tax benefit from exercise of stock options - - 107 - - 107
------ ------ ---------- -------- ----------- --------
Balances at June 30, 2009 37,244 372 117,946 345,641 (7,477) 456,482
Comprehensive income:
Net earnings - - - 109,776 - 109,776
Other comprehensive income:
Foreign currency translation adjustments - - - - (13,932) (13,932)
Unrealized gains on available-for-
sale investments (net of tax of $97) - - - - 175 175
--------
Comprehensive income 96,019
Common stock issued for exercise of options 73 1 3,260 - - 3,261
Repurchase and retirement of common stock (284) (3) - (16,910) - (16,913)
Cash dividends - - - (38,388) - (38,388)
Stock-based compensation expense - - 1,135 - - 1,135
Tax benefit from exercise of stock options - - 196 - - 196
------ ------ ---------- -------- ----------- --------
Balances at June 30, 2010 37,033 $ 370 $122,537 $400,119 $ (21,234) $501,792
====== ====== ========== ======== =========== ========
See Notes to Consolidated Financial Statements.
27
CONSOLIDATED STATEMENTS OF CASH FLOWS
TECHNE Corporation and Subsidiaries
(in thousands)
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Cash flows from operating activities:
Net earnings $109,776 $105,242 $103,558
Adjustments to reconcile net earnings to
net cash provided by operating activities:
Depreciation and amortization 8,130 7,766 7,259
Deferred income taxes (1,551) (730) (661)
Stock-based compensation expense 1,135 1,478 1,727
Excess tax benefit from stock
option exercises (196) (107) (524)
Impairment loss on available-for-
sale investment - - 400
Losses by equity method investees 1,510 1,290 1,140
Other 222 458 208
Change in operating assets and liabilities:
Trade accounts and other receivables (4,034) 49 (1,718)
Inventories (2,368) (2,123) (1,062)
Prepaid expenses (186) (42) 96
Trade, other accounts payable and
accrued expenses (74) 1,394 (930)
Salaries, wages and related accruals 414 (2,803) 4,036
Income taxes payable (1,518) (551) 1,788
-------- -------- --------
Net cash provided by operating activities 111,260 111,321 115,317
-------- -------- --------
Cash flows from investing activities:
Additions to property and equipment (4,644) (6,556) (16,365)
Purchase of available-for-sale investments (176,621) (49,173) (77,582)
Proceeds from maturities of available-for-
sale investments 39,555 34,315 27,968
Proceeds from sale of available-for-sale
investments 27,045 41,352 41,000
Distribution from unconsolidated entity 50 1,340 -
Increase in investments in
unconsolidated entities - - (1,723)
Increase in other long-term assets - - (808)
-------- -------- --------
Net cash (used in) provided by
investing activities (114,615) 21,278 (27,510)
-------- -------- --------
Cash flows from financing activities:
Issuance of common stock 3,261 953 3,077
Excess tax benefit from stock option exercises 196 107 524
Purchase of common stock for stock bonus plans (607) (1,681) (1,494)
Repurchase of common stock (14,973) (90,629) (58,698)
Cash dividends (38,388) (28,194) -
-------- -------- --------
Net cash used in financing activities (50,511) (119,444) (56,591)
-------- -------- --------
Effect of exchange rate changes on cash
and cash equivalents (12,935) (19,207) 291
-------- -------- --------
Net change in cash and cash equivalents (66,801) (6,052) 31,507
Cash and cash equivalents at beginning of year 160,940 166,992 135,485
-------- -------- --------
Cash and cash equivalents at end of year $ 94,139 $160,940 $166,992
======== ======== ========
See Notes to Consolidated Financial Statements.
28
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
TECHNE Corporation and Subsidiaries
Years ended June 30, 2010, 2009 and 2008
A. Description of business and summary of significant accounting policies:
Description of business: TECHNE Corporation and Subsidiaries (the Company)
are engaged in the development, manufacture and sale of biotechnology
products and hematology calibrators and controls. These activities are
conducted domestically through its wholly-owned subsidiaries, Research and
Diagnostic Systems, Inc. (R&D Systems) and BiosPacific, Inc. (BiosPacific).
The Company distributes biotechnology products in Europe through its wholly-
owned U.K. subsidiary, R&D Systems Europe Ltd. (R&D Europe). R&D Europe has a
sales subsidiary, R&D Systems GmbH, in Germany and a sales office in France.
The Company distributes biotechnology products in China through its wholly-
owned subsidiary R&D Systems China Co. Ltd. (R&D China).
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, 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. These
estimates include the valuation of accounts receivable, available-for-sale
investments, inventory, intangible assets, stock based compensation and
income taxes. Actual results could differ from these estimates.
Risk and uncertainties: There are no concentrations of business transacted
with a particular customer or supplier or 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 (loss) 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 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 collectability 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) were $3.0 million for each of fiscal 2010, 2009 and
2008. The Company expenses advertising expenses as incurred.
Share-based compensation: The cost of employee services received in exchange
for the award of equity instruments is based on the fair value of the award
at the date of grant. 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,
2010, 2009 and 2008 was $1.1 million, $1.5 million and $1.7 million,
respectively.
29
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. Tax positions taken or expected to be taken in a tax
return are 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.
Financial instruments not measured at fair value: Certain of the Company's
financial instruments are not measured at fair value but nevertheless are
recorded at carrying amounts approximating fair value, based on their short-
term nature. These financial instruments include cash and cash equivalents,
accounts receivable, accounts payable and other current liabilities.
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 and are recorded based on trade-date. The Company considers all
of its marketable securities available-for-sale and reports them at fair
market value. Fair market values are based on quoted market prices in active
markets for identical assets and liabilities (Level 1 inputs). 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. Sales of
previously impaired protein and antibody inventory for fiscal years 2010,
2009 and 2008 were not material. Manufacturing costs for proteins and
antibodies charged directly to cost of sales were $12.3 million, $11.9
million and $11.0 million for fiscal 2010, 2009 and 2008 respectively.
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, 2010, 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,
2010, as the fair values of the Company's reporting units substantially
exceeded their carrying values. The Company's annual assessment included
comparison of the carrying amount of a reporting unit, including goodwill, to
the fair value of the reporting unit. Other intangible assets are being
amortized over their estimated useful lives.
30
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 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 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, 2010, the Company has determined that no impairment
exists.
Investments in unconsolidated entities: The Company has 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.
Recent accounting pronouncements adopted during the year: In June 2009, the
Financial Accounting Standards Board (FASB) issued Accounting Standards
Update No. 2009-01, which establishes The FASB Accounting Standards
Codification (ASC) as the source of authoritative accounting principles
recognized by the FASB to be applied by nongovernmental entities in the
preparation of financial statements in conformity with generally accepted
accounting principles (GAAP). The ASC was effective for interim and annual
periods ending after September 15, 2009. The Company adopted the ASC when
referring to GAAP beginning in its Report on Form 10-Q for the quarter ended
September 30, 2009. The adoption of the ASC did not have an impact on the
Company's consolidated financial statements.
In September 2006, the FASB issued Financial Accounting Standards (SFAS) No.
157, now codified as ASC Topic 820, Fair Value Measurements and Disclosures,
which defines fair value, establishes a framework for measuring fair value
and expands disclosures about fair value measurements. In February 2008, the
FASB released additional guidance, also now codified under ASC Topic 820,
which provided for delayed application of certain guidance related to non-
financial assets and non-financial liabilities not measured at fair value on
a recurring basis. The Company adopted ASC Topic 820 on July 1, 2008, except
as it applies to those nonfinancial assets and nonfinancial liabilities as
noted in the FASB's February 2008 guidance. The Company adopted the
provisions of ASC Topic 820 with respect to nonfinancial assets and
nonfinancial liabilities effective July 1, 2009. The adoption of this
pronouncement did not have a material impact on the Company's consolidated
financial statement disclosures.
In November 2008, the FASB issued Emerging Issues Task Force (EITF) No. 08-6
Equity-Method Accounting Considerations, now codified in ASC Topic 323. EITF
No. 08-6 concludes that the cost basis of a new equity-method investment
would be determined using a cost-accumulation model, which would continue the
practice of including transaction costs in the cost of investment and would
exclude the value of contingent consideration. It also requires that a share
issuance by an investee shall be accounted for by the investor as if the
investor had sold a proportionate share of its investment, with any resulting
gain or loss recognized in earnings. EITF 08-6 was effective for the Company
for fiscal year 2010. Adoption of EITF No. 08-6 did not have a material
impact on the Company's consolidated financial statements.
31
B. Available-for-sale investments:
At June 30, 2010 and 2009, 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,
2010 2009
------------------ ------------------
Cost Market Cost Market
-------- -------- -------- --------
State and municipal debt securities $196,452 $197,437 $ 99,694 $100,520
Corporate debt securities 12,688 12,849 2,457 2,494
U.S. government securities 771 771 785 796
Foreign bank certificates of deposit 4,639 4,639 - -
Foreign government securities 147 147 - -
-------- -------- -------- --------
214,697 215,843 102,936 103,810
Net unrealized gain 1,146 - 874 -
-------- -------- -------- --------
$215,843 $215,843 $103,810 $103,810
======== ======== ======== ========
Gross unrealized gains and unrealized losses on available-for-sale
investments were $1.2 million and $28,000, respectively, at June 30, 2010.
Gross unrealized gains and unrealized losses on available-for-sale
investments were $942,000 and $68,000, respectively, at June 30, 2009.
Unrealized gains and losses on the Company's available-for-sale investments
are caused by interest rate changes. Because the Company has the ability and
intent to hold its available-for-sale investments that are in an unrealized
loss position until a recovery of fair value, the Company does not consider
these investments to be other-than-temporarily impaired at June 30, 2010. The
net unrealized gain or loss on available-for-sale investments, net of tax
benefit, is reflected in accumulated other comprehensive income, a component
of shareholders' equity.
At June 30, 2010, the Company's investments in an unrealized loss position
that have been determined to be temporarily impaired were as follows (in
thousands):
Fair Unrelaized
Period of Unrealized Loss: Value Losses
-------------------------- -------- ----------
Less than one year $ 11,772 $ 27
Greater than one year 523 1
-------- ------
$ 12,295 $ 28
======== ======
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, 2010:
--------------------------
Due within one year $ 44,672
Due after one year 171,171
--------
$215,843
========
Proceeds from maturities or sales of available-for-sale securities were $66.6
million, $75.7 million and $69.0 million during fiscal 2010, 2009 and 2008,
respectively. There were no material gross realized gains or losses on these
sales. Realized gains and losses are determined on the specific
identification method.
32
C. Inventories:
Inventories consist of (in thousands):
June 30,
2010 2009
-------- --------
Raw materials $ 5,433 $ 5,047
Finished goods 8,304 6,222
-------- --------
$ 13,737 $ 11,269
======== ========
At June 30, 2010 and 2009, the Company had $19.9 million and $17.7 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,
2010 2009
-------- --------
Cost:
Land $ 7,419 $ 7,538
Buildings and improvements 118,412 116,662
Laboratory equipment 26,482 24,759
Office and computer equipment 4,672 4,746
-------- --------
156,985 153,705
Accumulated depreciation and amortization (59,585) (53,572)
-------- --------
$ 97,400 $100,133
======== ========
E. Intangible assets:
Intangible assets consist of (in thousands):
June 30,
Useful Life 2010 2009
----------- -------- --------
Customer relationships 8 years $ 1,966 $ 1,966
Technology 8 years 3,483 3,483
Trade names 5 years 1,396 1,396
-------- --------
6,845 6,845
Accumulated amortization (4,801) (3,841)
-------- --------
$ 2,044 $ 3,004
======== ========
The estimated future amortization expense for intangible assets as of June
30, 2009 is as follows (in thousands):
Year Ending June 30:
--------------------
2011 $ 681
2012 682
2013 681
------
$2,044
======
33
F. Investments in unconsolidated entities:
The Company has invested in the preferred stock of CCX, a technology and drug
development company. The Company holds a 16.8% ownership percentage 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. The Company's
net investment in CCX at both June 30, 2010 and 2009 was $14.3 million. In
accordance with ASC Topic 825, Financial Instruments, the Company has
determined that it is not practicable to estimate the fair value of its
investment in CCX. Information related to future cash flows of CCX are not
readily available as future cash flows are highly dependent on the ability of
CCX to raise additional funds, acceptance of its products by the market,
and/or U.S. Food and Drug Administration clearance to market its products.
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.
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 fiscal 2008,
Nephromics issued additional membership units which reduced the Company's
ownership to 16.8%. In fiscal 2010 and 2009, the Company received $50,000 and
$1.3 million, respectively, in distributions from Nephromics. The Company
accounts for its investment in Nephromics under the equity method of
accounting as Nephromics is a limited liability company. The Company has
financial exposure to any losses of Nephromics to the extent of its net
investment. The Company's net investment in Nephromics was $4.0 million and
$4.5 million at June 30, 2010 and 2009, respectively.
In fiscal 2004, the Company purchased a 10% interest in Hemerus for $3.0
million. In fiscal years 2006 through 2008, the Company invested an
additional $1.8 million in Hemerus, increasing its ownership percentage to
19%. In fiscal 2009, as a result of Hemerus repurchasing and retiring a third
party's membership units, and in fiscal 2010, as a result of Hemerus issuing
additional ownership units, the Company's ownership percentage decreased to
13.8% as of June 30, 2010. 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 has financial exposure
to any losses of Hemerus to the extent of its net investment. The Company's
net investment in Hemerus was $1.2 million and $2.2 million at June 30, 2010
and 2009, respectively.
In fiscal 2008, the Company invested $1.4 million 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 holds a
13.6% ownership percentage in ACTGen as of June 30, 2010. The Company's net
investment in ACTGen was $1.1 million and $1.2 million at June 30, 2010 and
2009, respectively. In accordance with ASC Topic 825, Financial Instruments,
the Company has determined that it is not practicable to estimate the fair
value of its investment in ACTGen. Information related to future cash flows
is not readily available as future cash flows are highly dependent on the
ability of ACTGen to raise additional funds and acceptance of its products by
the market.
The Company does not provide loans, guarantees or other financial assistance
to CCX, Nephromics, Hemerus, 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, 2010. The line of credit expires on
October 31, 2010. 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, 2010
and 2009.
34
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,
2010, aggregate net minimum rental commitments under non-cancelable leases
having an initial or remaining term of more than one year are payable as
follows (in thousands):
Year Ending June 30:
--------------------
2011 $ 285
2012 252
2013 232
2014 181
2015 38
------
$ 988
======
Total rent expense was approximately $326,000, $393,000 and $583,000 for the
years ended June 30, 2010, 2009 and 2008, 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. Shareholders' 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 and its
Compensation Committee, which determine 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, 2010 are as follows (in
thousands):
Available
Authorized for Grant
---------- ---------
1997 Incentive Stock Option Plan 3,200 2,326
1998 Nonqualified Stock Option Plan 1,600 751
35
Stock option activity, under the Plans for the three years ended June 30,
2010, consists of the following (shares in thousands):
Weighted
Average Weighted Avg. Aggregate
Exercise Contractual Intrinsic
Shares Price Life (Yrs.) Value
------ -------- ------------- ---------
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
Granted 47 65.07
Forfeited or expired -
Exercised (21) 46.43
------
Outstanding at June 30, 2009 398 49.49
Granted 115 64.71
Forfeited or expired -
Exercised (73) 44.67
------
Outstanding at June 30, 2010 440 $ 54.26 5.0 $2.9 million
======
Exercisable at June 30:
2008 343 $ 46.33
2009 379 48.96
2010 367 51.96 4.6 $2.9 million
The fair values 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,
2010 2009 2008
-------- -------- --------
Dividend yield 1.6% 1.6% -
Expected volatility 22%-30% 24%-37% 24%-46%
Risk-free interest rates 1.7%-3.1% 2.9%-3.5% 4.2%-4.6%
Expected lives 6 years 7 years 7 years
The Company declared and paid its first dividend during the quarter ended
December 31, 2008. As the Company had not established a practice of paying
dividends prior to the grant of options in the first half of fiscal 2009, an
expected dividend yield of zero was used to estimate the fair value of
options granted during the first two quarters of fiscal 2009. The Company
continued to pay dividends in the third and fourth quarter of fiscal 2009,
therefore a dividend yield of 1.6% was used in estimating the fair value of
options granted in the second half of fiscal 2009. 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.
36
The weighted average fair value of options granted during fiscal 2010, 2009
and 2008 was $14.76, $28.21 and $35.75, respectively. The total intrinsic
value of options exercised during fiscal 2010, 2009 and 2008 were $1.6
million, $648,000 and $2.5 million, respectively. Stock option exercises are
satisfied through the issuance of new shares. The total fair value of options
vested during fiscal 2010, 2009 and 2008 were $1.1 million, $1.5 million and
$2.0 million, respectively.
Stock-based compensation cost of $1.1 million, $1.5 million and $1.7 million
was included in selling, general and administrative expense in fiscal 2010,
2009 and 2008, respectively. As of June 30, 2009, there were 19,000 non-
vested options outstanding with a weighted average grant date fair value of
$17.52. All of the non-vested options at June 30, 2009 vested during fiscal
2010. Of the options granted in fiscal 2010, 73,000 at a weighted average
grant date fair value of $12.15 were non-vested as of June 30, 2010. As of
June 30, 2010, there was $837,000 of total unrecognized compensation cost
related to non-vested stock options which will be expensed in fiscal 2011
through 2014.
Stock repurchase: In fiscal 2010, 2009 and 2008, the Company purchased and
retired approximately 284,000 shares, 1.4 million shares and 899,000 shares
of its common stock at a market value of $16.9 million, $90.6 million and
$58.7 million, respectively, pursuant to stock purchase plans authorized by
the Board of Directors.
Cash dividends: In fiscal 2010 and 2009, the Company paid cash dividends of
$38.4 million and $28.2 million.
J. Income taxes:
The provisions for income taxes consist of the following (in thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Earnings before income taxes consist of:
Domestic $124,860 $121,585 $113,310
Foreign 31,586 33,778 40,521
-------- -------- --------
$156,446 $155,363 $153,831
======== ======== ========
Taxes on income consist of:
Currently payable:
Federal $ 37,098 $ 38,621 $ 36,602
State 1,856 2,308 2,186
Foreign 9,266 9,920 12,146
Net deferred:
Federal (1,494) (721) (719)
State 39 9 40
Foreign (95) (16) 18
-------- -------- --------
$ 46,670 $ 50,121 $ 50,273
======== ======== ========
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,
2010 2009 2008
-------- -------- --------
Computed expected federal income tax expense $ 54,756 $ 54,377 $ 53,841
State income taxes, net of federal benefit 1,247 1,805 1,298
Qualified production activity deduction (2,459) (2,397) (2,260)
Research and development tax credit (444) (1,192) (310)
Tax-exempt interest (1,114) (1,424) (1,687)
Increase (decrease) in deferred tax
valuation allowance 44 (235) (171)
Foreign exchange loss on repatriation (4,424) - -
Other (936) (813) (438)
-------- -------- --------
$ 46,670 $ 50,121 $ 50,273
======== ======== ========
37
Temporary differences comprising deferred taxes on the consolidated balance
sheets are as follows (in thousands):
June 30,
2010 2009
-------- --------
Inventory reserves $ 7,157 $ 6,389
Inventory costs capitalized 1,745 1,787
Unrealized profit on intercompany sales 935 878
Intangible asset amortization - 891
Depreciation 403 1,825
Excess tax basis in equity investments 3,651 3,758
Foreign tax credit carryforward 3,304 154
Deferred compensation 1,910 1,795
Other 547 520
Valuation allowance (2,956) (2,912)
-------- --------
Net deferred tax assets 16,696 15,085
Intangible asset amortization (1,241) (900)
Unrealized gains on available-for-
sale investments (413) (316)
Other (652) (923)
-------- --------
Deferred tax liabilities (2,306) (2,139)
-------- --------
Net deferred tax assets $ 14,390 $ 12,946
======== ========
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 potential capital loss
carryovers resulting from excess tax basis in certain of its equity
investments. The Company believes that it is more likely than not that the
recorded deferred tax asset, net of valuation allowance, will be realized.
During fiscal 2010, the Company's R&D Europe subsidiary declared and paid a
dividend of 50 million British pound sterling ($74.4 million) to the Company.
The 50 million British pound sterling R&D Europe earnings had previously
been taxed in the U.S. and therefore, no additional U.S. income tax resulted
from the repatriation. The Company recorded a foreign currency exchange tax
loss on the transaction of approximately $12.8 million and as a result,
reported a $4.7 million reduction in income tax expense in fiscal 2010.
Undistributed earnings of the Company's foreign subsidiaries amounted to
approximately $85.5 million as of June 30, 2010. Deferred taxes have not been
provided on such undistributed earnings, as the Company has either paid U.S.
taxes on the undistributed earnings or intends to indefinitely reinvest the
undistributed earnings in the foreign operations.
A summary of changes in unrecognized tax benefits is as follows (in
thousands):
June 30,
2010 2009
-------- --------
Beginning balance $ 91 $ 92
Increase due to tax positions related
to the current year 15 7
Decrease due to lapse of statute
of limitations (10) (8)
-------- --------
Ending balance $ 96 $ 91
======== ========
The gross unrecognized tax benefit balance as of June 30, 2010 of $96,000
includes $5,000 of unrecognized tax benefits that, if recognized, would
affect the effective tax rate. The gross unrecognized tax benefit balance as
of June 30, 2009 of $91,000 includes $6,000 of unrecognized taxes benefits
that, if recognized, would affect the effective tax rate. Accrued interest
and penalties were not material at June 30, 2010, 2009 and 2008.
38
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 2007 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 2006 and subsequent years, and China which has calendar year 2010 open to
examination.
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,
2010 2009 2008
-------- -------- --------
Net earnings used for basic and diluted
earnings per share $109,776 $105,242 $103,558
======== ======== ========
Weighted average shares used in
basic computation 37,255 37,802 39,139
Dilutive stock options and warrants 92 98 108
-------- -------- --------
Weighted average shares used in
diluted computation 37,347 37,900 39,247
======== ======== ========
Basic EPS $ 2.95 $ 2.78 $ 2.65
Diluted EPS $ 2.94 $ 2.78 $ 2.64
The dilutive effect of stock options and warrants in the above table excludes
all options for which the aggregate exercise proceeds exceeded the average
market price for the period. The number of potentially dilutive option shares
excluded from the calculation was 70,000, 26,000 and 39,000 at June 30, 2010,
2009 and 2008, respectively.
L. Segment information:
The Company has three reportable operating segments based on the nature of
products and geographic location: biotechnology, R&D Europe and hematology.
The biotechnology segment consists of R&D Systems' Biotechnology Division,
BiosPacific and R&D China, which develop, manufacture and sell biotechnology
research and diagnostic products world-wide. R&D 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, 2010, 2009 and 2008.
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.
39
Following is financial information relating to the operating segments (in
thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
External sales
Biotechnology $177,889 $173,913 $165,663
R&D Europe 72,764 72,541 75,735
Hematology 18,394 17,502 16,022
-------- -------- --------
Consolidated net sales $269,047 $263,956 $257,420
======== ======== ========
Earnings before taxes
Biotechnology $126,436 $123,794 $115,856
R&D Europe 29,553 32,245 39,893
Hematology 6,869 6,143 4,258
-------- -------- --------
Segment earnings before taxes 162,858 162,182 160,007
Other (6,412) (6,819) (6,176)
-------- -------- --------
Consolidated earnings before taxes $156,446 $155,363 $153,831
======== ======== ========
Assets
Biotechnology $335,864 $222,534 $244,659
R&D Europe 66,998 139,302 139,871
Hematology 18,543 15,804 18,989
Intersegment eliminations (2,750) (6,391) (5,462)
-------- -------- --------
Segment assets 418,655 371,249 398,057
Other 100,161 100,756 109,312
-------- -------- --------
Consolidated assets $518,816 $472,005 $507,369
======== ======== ========
Depreciation and amortization
Biotechnology $ 4,982 $ 4,085 $ 3,713
R&D Europe 429 417 329
Hematology 340 229 231
-------- -------- --------
Segment depreciation and amortization 5,751 4,731 4,273
Other 2,379 3,035 2,986
-------- -------- --------
Consolidated depreciation and amortization $ 8,130 $ 7,766 $ 7,259
======== ======== ========
Capital purchases
Biotechnology $ 3,718 $ 3,305 $ 5,563
R&D Europe 167 196 8,517
Hematology 208 94 76
-------- -------- --------
Segment capital purchases 4,093 3,595 14,156
Other 551 2,961 2,209
-------- -------- --------
Consolidated capital purchases $ 4,644 $ 6,556 $ 16,365
======== ======== ========
The other reconciling items include the results of unallocated corporate
expenses and assets, and the Company's share of losses from its equity method
investees.
Following is financial information relating to geographic areas (in
thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
External sales
United States $148,137 $147,271 $141,443
Europe 78,496 79,381 81,628
Other areas 42,414 37,304 34,349
-------- -------- --------
Total external sales $269,047 $263,956 $257,420
======== ======== ========
Long-lived assets
United States $ 91,554 $ 93,571 $ 93,612
Europe 6,299 7,214 8,992
Other areas 70 98 112
-------- -------- --------
Total long-lived assets $ 97,923 $ 100,883 $102,716
======== ======== ========
40
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, and other assets, net of accumulated depreciation
and amortization.
M. Benefit plans:
Profit sharing plans: The Company has Profit Sharing and Savings Plans for
its 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
$341,000, $617,000 and $1.6 million for the years ended June 30, 2010, 2009
and 2008, respectively. The Company operates a defined contribution pension
plan for employees of R&D Europe. Operations have been charged for
contributions to the plan of $162,000, $154,000 and $174,000 for the years
ended June 30, 2010, 2009 and 2008, respectively.
Stock bonus plans: The Company may make contributions to its Stock Bonus
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, 2010, 2009
and 2008 operations have been charged for contributions to the plan of
$419,000, $647,000 and $1.7 million, respectively.
Performance incentive program: Under certain employment agreements with
executive officers, the Company recorded bonuses of $44,000, $76,000 and
$87,000 for the years ended June 30, 2010, 2009 and 2008, respectively. In
addition, options for 40,697, 981 and 2,217 shares of common stock were
granted to the executive officers during fiscal 2010, 2009 and 2008,
respectively.
N. Supplemental disclosures of cash flow information and noncash investing
and financing activities:
In fiscal 2010, 2009 and 2008, the Company paid cash for income taxes of
$49.7 million, $50.9 million and $49.1 million, respectively.
In fiscal 2009, stock options for 785 shares of common stock were exercised
by the surrender of 348 shares of common stock at fair market value of
$22,000. 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.
O. Accumulated other comprehensive income:
Accumulated other comprehensive (loss) income consists of (in thousands):
Year Ended June 30,
2010 2009 2008
-------- -------- --------
Foreign currency translation adjustments $(21,967) $ (8,035) $ 13,733
Net unrealized gain (loss) on available-
for-sale investments, net of tax 733 558 (1,605)
-------- -------- --------
$(21,234) $ (7,477) $ 12,128
======== ======== ========
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Board of Directors and Shareholders
TECHNE Corporation:
We have audited the accompanying consolidated balance sheets of TECHNE
Corporation and subsidiaries (the Company) as of June 30, 2010 and 2009, and
the related consolidated statements of earnings, shareholders' equity and
comprehensive income (loss), and cash flows for each of the years in the
three-year period ended June 30, 2010. We also have audited TECHNE
Corporation's internal control over financial reporting as of June 30, 2010,
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 Controls 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 consolidated 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, 2010 and 2009, and the results of
its operations and its cash flows for each of the years in the three-year
period ended June 30, 2010, 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, 2010, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of
the Treadway Commission.
/s/ KPMG
Minneapolis, Minnesota
August 27, 2010
42
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, 2010, 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,
2010.
KPMG LLP, our independent registered public accounting firm, has issued an
attestation report on the effectiveness of the Company's internal control
over financial reporting.
ITEM 9B. OTHER INFORMATION
None.
43
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Other than "Executive Officers of the Registrant" which is set forth at the
end of Item 1 in Part I of this report, 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
Exchange Act" in the Company's Proxy Statement for its 2010 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 2010 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 SHAREHOLDER MATTERS
Information about the Company's equity compensation plans at June 30, 2010 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
and Rights Rights Plans
----------------- -------------- ---------------
Equity compensation plans
approved by
Shareholders (1) 440 $54.26 3,077
Equity compensation plans
not approved by
Shareholders - - -
(1) Includes the Company's 1997 Incentive Stock Option Plan and 1998
Nonqualified Stock Option Plan.
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 2010 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.
44
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 2010 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 14. PRINCIPAL ACCOUNTING 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
2010 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:
Consolidated Statements of Earnings for the Years Ended June 30, 2010,
2009 and 2008
Consolidated Balance Sheets as of June 30, 2010 and 2009
Consolidated Statements of Shareholders' Equity and Comprehensive Income
(Loss) for the Years Ended June 30, 2010, 2009 and 2008
Consolidated Statements of Cash Flows for the Years Ended June 30, 2010,
2009 and 2008
Notes to Consolidated Financial Statements for the Years Ended June 30,
2010, 2009 and 2008
Report of Independent Registered Public Accounting Firm
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.
45
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, 2010 /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, 2010 /s/ Thomas E. Oland
Thomas E. Oland
Chairman of the Board, President,
Treasurer, Chief Executive Officer
and Director
(principal executive officer)
August 27, 2010 /s/ Roger C. Lucas, Ph.D.
Dr. Roger C. Lucas
Vice Chairman and Director
August 27, 2010 /s/ Howard V. O'Connell
Howard V. O'Connell, Lead Director
August 27, 2010 /s/ Randolph C. Steer, Ph.D., M.D.
Dr. Randolph C. Steer, Director
August 27, 2010 /s/ Robert V. Baumgartner
Robert V. Baumgartner, Director
August 27, 2010 /s/ Charles A. Dinarello, M.D.
Dr. Charles A. Dinarello, Director
August 27, 2010 /s/ Karen A. Holbrook, Ph.D.
Dr. Karen A. Holbrook, Director
August 27, 2010 /s/ John L. Higgins
John L. Higgins, Director
August 27, 2010 /s/ Roeland Nusse, Ph.D.
Dr. Roeland Nusse, Director
August 27, 2010 /s/ Gregory J. Melsen
Gregory J. Melsen, Chief Financial
Officer
(principal financial officer)
August 27, 2010 /s/ Kathleen M. Backes
Kathleen M. Backes, Controller
46
EXHIBIT INDEX
for Form 10-K for the 2010 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 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.*
10.10 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.*
47
10.11** 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.*
10.12 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.*
10.13** Employment Agreement, dated January 30, 2008, with Marcel Veronneau--
incorporated by reference to Exhibit 10.1 of the Company's 10-Q for
the quarter ended December 31, 2007.*
10.14** Amended and Restated Employment Agreement, dated April 30, 2010, with
Gregory J. Melsen
10.15** Description of Amended Executive Officer's Incentive Bonus Plan
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
48