-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EFA+WfYrcaNIRJhdaH43pKrlA/PNHmgIohHNlF41N154EZ+LMbehc/7R9zPiPoRJ yAGlgeaz7XVEN5nS0gNzHg== 0000842023-03-000030.txt : 20031024 0000842023-03-000030.hdr.sgml : 20031024 20031024102112 ACCESSION NUMBER: 0000842023-03-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031023 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031024 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNE CORP /MN/ CENTRAL INDEX KEY: 0000842023 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 411427402 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17272 FILM NUMBER: 03955455 BUSINESS ADDRESS: STREET 1: 614 MCKINLEY PL N E CITY: MINNEAPOLIS STATE: MN ZIP: 55413 BUSINESS PHONE: 6123798854 MAIL ADDRESS: STREET 1: 614 MCKINLEY PLACE NE CITY: MINNEAPOLIS STATE: MN ZIP: 55413 8-K 1 k8.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 23, 2003 TECHNE CORPORATION ------------------ (Exact Name of Registrant as Specified in Charter) Minnesota 0-17272 41-1427402 - - ---------------------------- ------- ---------- (State or Other Jurisdiction (Commission I.R.S. Employer of Incorporation) File Number) Identification No.) 614 Mckinley Place NE Minneapolis, MN 55413 --------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (612) 379-8854 Item 7. Financial Statements and Exhibits (c) Exhibits 99 Press Release dated October 23, 2003. 99.1 Segment information for the quarter ended September 30, 2003. Item 12. Results of Operations and Financial Condition A copy of the press release issued by Techne Corporation on October 23, 2003, describing the results of operations and its financial condition as of the quarter ended September 30, 2003, is attached hereto as Exhibit 99. Segment information for Techne Corporation for the quarter ended September 30, which has been included on Techne Corporation's website (www.techne- corp.com), is attached hereto as Exhibit 99.1. The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: October 23, 2003 TECHNE CORPORATION By: /S/ Thomas E. Oland --------------------------- Name: Thomas E. Oland Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Exhibit ----------- ------- 99 Press release of Techne Corporation dated October 23, 2003. 99.1 Segment information for Techne Corporation for the quarter ended September 30, 2003. EX-99 3 press10-03.txt PRESS RELEASE 10/23/03 TECHNE CORPORATION RELEASES UNAUDITED FIRST QUARTER RESULTS FOR FISCAL YEAR 2004 Minneapolis/October 23, 2003/--For the quarter ended September 30, 2003, Techne Corporation's consolidated net earnings were $12,572,000 or 30 cents per share (diluted), compared with $10,445,000 or 25 cent per share (diluted) for the quarter ended September 30, 2002. The improvement in profitability was the result of increased sales, improved gross margins, reduced losses by ChemoCentryx, Inc. and tight control of operating expenses. Consolidated net sales for the first quarter of fiscal 2004 were $37,993,000, an increase of $3,445,000 or 10% from the first quarter of last year. R&D Systems' Biotechnology Division net sales for the quarter increased $1,545,000 (7%), which was slightly better than the fourth quarter fiscal 2003 growth rate. R&D Systems' Hematology Division net sales for the quarter increased $507,000 (13%). The higher than usual growth in Hematology was primarily due to a new distributor obtained in January 2003 and growth in OEM business. R&D Europe's net sales for the quarter increased $1,393,000 (17%). In British pounds, R&D Europe's net sales increased 13% for the quarter. Gross margins, as a percentage of sales, increased from 74.9% in the first quarter of fiscal 2003 to 77.2% in fiscal 2004. The majority of the increase in margin percentage was the result of R&D Europe's gross margins increasing from 39.9% in the first quarter of fiscal 2003 to 49.2% in fiscal 2004. This increase was due to favorable exchange rates as a result of a weaker U.S. dollar to the British pound sterling and the expiration, on June 30, 2003, of a royalty agreement associated with the purchase of Genzyme, Inc's reagent business in fiscal 1999. R&D Europe expensed $408,000 in the quarter ended September 30, 2002 under this agreement. Research and development expenses for the first quarter of fiscal 2004 increased $130,000 (3%). Included in research and development expenses for each period were the Company's share of losses by ChemoCentryx, Inc. (CCX) and Discovery Genomics, Inc. (DGI), development stage companies in which Techne has invested. The portion of the losses by these two companies included in Techne results for the quarter ended September 30, 2003 were $608,000 compared to $697,000 for the quarter ended September 30, 2002. R&D Systems' internal research and development expenses for the quarter ended September 30, 2003 increased $219,000 (5%) from the quarter ended September 30, 2002. The Company's balance sheet continued to strengthen in the first quarter of fiscal 2004. The Company generated $15.3 million of net cash from operating activities in the first quarter of fiscal 2004 and cash, cash equivalents and short-term investments increased to $132 million from $118 million at June 30, 2003. Statements in this earnings release and elsewhere which look forward in time involve risks and uncertainties which may affect the actual results of operations. The following important factors, among others, have affected and, in the future, could affect the Company's actual results: the introduction and acceptance of new biotechnology and hematology products, the levels and particular directions of research by the Company's customers, the impact of the growing number of producers of biotechnology research products and related price competition, the retention of hematology OEM and proficiency survey business, the impact of currency exchange rate fluctuations, and the costs and results of research and product development efforts of the Company and of companies in which the Company has invested or with which it has formed strategic relationships. For additional information concerning such factors, see the Company's annual report on Form 10-K and quarterly reports on Form 10-Q as filed with the Securities and Exchange Commission. * * * * * * * * * * * * * * Techne Corporation has two operating subsidiaries: Research and Diagnostic Systems, Inc. (R&D Systems) of Minneapolis, Minnesota and R&D Systems Europe, Ltd. (R&D Europe) of Abingdon, England. R&D Systems is a specialty manufacturer of biological products and R&D Europe is a distributor of biotechnology products. Contact: Kathy Backes, Controller (612) 379-8854 TECHNE CORPORATION 9/30/03 (In thousands, except per share data) (Unaudited) QUARTER ENDED ------------- 9/30/03 9/30/02 -------- -------- Net sales $ 37,993 $ 34,548 Cost of sales 8,663 8,690 -------- -------- Gross margin 29,330 25,858 Operating expenses: Selling, general and administrative 5,083 4,951 Research and development 4,963 4,833 Amortization of intangible assets 400 484 Interest expense 175 323 Interest income (726) (790) Other non-operating expense (income), net 78 150 -------- -------- 9,973 9,951 -------- -------- Earnings before income taxes 19,357 15,907 Income taxes 6,785 5,462 -------- -------- Net earnings $ 12,572 $ 10,445 ======== ======== Earnings per share: Basic $ 0.31 $ 0.25 Diluted $ 0.30 $ 0.25 Weighted average common shares outstanding: Basic 40,965 41,363 Diluted 41,600 42,286 9/30/03 6/30/03 -------- -------- ASSETS Cash and equivalents $ 44,020 $ 39,371 Short-term investments 87,868 78,130 Trade accounts receivable 17,902 18,387 Interest receivable 2,109 2,054 Inventory 6,603 6,332 Other current assets 5,643 5,241 Property and equipment, net 81,389 81,166 Goodwill, net 12,540 12,540 Intangible assets, net 4,018 4,418 Other non-current assets 15,209 15,638 -------- -------- Total assets $277,301 $263,277 ======== ======== LIABILITIES Current liabilities $ 10,597 $ 10,808 Long-term debt 15,538 15,852 Stockholders' equity 251,166 236,617 -------- -------- Total liabilities and equity $277,301 $263,277 ======== ======== EX-99.1 4 seg1st.txt SEGMENT RESULTS TECHNE CORPORATION AND SUBISIDARIES (in thousands of $'s, except per share data) Increase (Decrease) Fiscal 2004 From FY 2003 ----------------- ------------------ First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 37,993 100% 3,445 Cost of sales 8,663 23% (27) ------ ---- ----- Gross margin 29,330 77% 3,472 Gross margin percentage 77.2% SG&A expense 5,083 13% 132 R&D expense 4,963 13% 130 Amortization expense 400 1% (84) Interest expense 175 -- (148) Interest income (726) (2%) 64 Other non-operating exp., net 78 -- (72) ------ ---- ------ 9,973 26% 22 ------ ---- ------ Earnings before income taxes 19,357 51% 3,450 Income taxes 6,785 18% 1,323 ------ ---- ------ 12,572 33% 2,127 Diluted earnings per share 0.30 Weighted average diluted shares outstanding 41,600 HEMATOLOGY DIVISION (in thousands of $'s) Increase (Decrease) Fiscal 2004 From FY 2003 ----------------- ------------------ First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 4,281 100% 507 Cost of sales 2,346 55% 209 ------ ---- ----- Gross margin 1,935 45% 298 Gross margin percentage 45.2% SG&A expense 391 9% (9) R&D expense 191 4% 18 Interest income (77) (2%) 24 ------ ---- ----- 505 12% 33 ------ ---- ----- Pretax result 1,430 33% 265 ====== ==== ===== BIOTECHNOLOGY DIVISION (in thousands of $'s) Increase (Decrease) Fiscal 2004 From FY 2003 ----------------- ------------------ First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 28,653 100% 2,016 Intersegment sales (4,621) (471) ------ ------ 24,032 1,545 Cost of sales 5,916 21% 190 Intersegment sales (4,520) (370) ------ ------ 1,396 (180) Gross margin 22,636 79% 1,725 Gross margin percentage 79.4% SG&A expense 2,650 9% (62) R&D expense 4,164 15% 201 Amortization expense 400 1% (84) Interest income (406) (1%) 86 ------ ---- ------ 6,808 24% 141 ------ ---- ------ Pretax result 15,828 55% 1,584 ====== ==== ====== R&D SYSTEMS EUROPE (in thousands of Br. pounds) Increase (Decrease) Fiscal 2004 From FY 2003 ----------------- ------------------ First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 5,980 100% 663 Intersegment sales -- 9 ------ ------ 5,980 672 Cost of sales 3,040 51% (157) ------ ---- ------ Gross margin 2,940 49% 820 Gross margin percentage 49.2% SG&A expense 1,050 18% 17 Interest income (127) (2%) (23) Exchange loss/(gain) (49) (1%) (80) ------ ---- ------ 874 15% (86) ------ ---- ------ Pretax result 2,066 35% 906 ====== ==== ====== R&D SYSTEMS EUROPE (in thousands of $'s) Increase (Decrease) Fiscal 2004 From FY 2003 ----------------- ------------------ First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 9,680 100% 1,379 Intersegment sales -- 14 ------ ------ 9,680 1,393 Cost of sales 4,921 51% (71) ------ ---- ------ Gross margin 4,759 49% 1,450 Gross margin percentage 49.2% SG&A expense 1,700 18% 88 Interest income (206) (2%) (43) Exchange loss/(gain) (84) (1%) (133) ------ ---- ------ 1,410 15% (88) ------ ---- ------ Pretax result 3,349 35% 1,538 ====== ==== ====== CORPORATE AND OTHER (1) (in thousands of $'s) Increase (Decrease) Fiscal 2004 From FY 2003 ----------------- ------------------ First First Quarter Quarter ------- ------- Interest income 37 2 Rental income 19 19 ----- --- 56 21 SG&A expense 342 115 R&D-CCX losses 436 (83) R&D-DGI losses 172 (6) Interest expense 175 (148) Building expense 181 80 ----- --- 1,306 (42) ----- --- Pretax result (1,250) 63 ===== === (1) Unallocated corporate expenses and Techne's share of losses by ChemoCentryx, Inc. (CCX) and Discovery Genomics, Inc. (DGI) -----END PRIVACY-ENHANCED MESSAGE-----