-----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, JW/PgnyIrB7ly68XhnwQbarGF/W4AiQtFeLu6SyYhZWZinG2XfuUE4epBGC/6BAa 3FcMYZNE2MVDvybJ1FrnrA== 0000842023-04-000037.txt : 20041025 0000842023-04-000037.hdr.sgml : 20041025 20041025113007 ACCESSION NUMBER: 0000842023-04-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20041021 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20041025 DATE AS OF CHANGE: 20041025 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: 041093227 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 21, 2004 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 Not Applicable (Former Name or Former Address, if changed since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: / / Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 2.02 Results of Operations and Financial Condition A copy of the press release issued by Techne Corporation on October 21, 2004, describing the results of operations for the quarter ended September 30, 2004 and its financial condition as of September 30, 2004, is attached hereto as Exhibit 99.1. Segment information for Techne Corporation for the quarter ended September 30, 2004 which has been included on Techne Corporation's website (www.techne-corp.com), is attached hereto as Exhibit 99.2. 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, as amended (the "Exchange 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. Item 9.01 Financial Statements and Exhibits (c) Exhibits 99.1 Press Release dated October 21, 2004. 99.2 Segment information for the quarter ended September 30, 2004. 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 22, 2004 TECHNE CORPORATION By: /s/ Thomas E. Oland --------------------------- Name: Thomas E. Oland Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press release of Techne Corporation dated October 21, 2004. 99.2 Segment information for Techne Corporation for the quarter ended September 30, 2004. EX-99.1 2 pressoct04.txt PRESS RELEASE OCTOBER 21, 2004 TECHNE CORPORATION RELEASES UNAUDITED FIRST QUARTER RESULTS FOR FISCAL YEAR 2005 Minneapolis/October 21, 2004/--For the quarter ended September 30, 2004, Techne Corporation's consolidated net earnings were $14.2 million or 34 cents per share (diluted) compared with $12.6 million or 30 cents per share (diluted) for the quarter ended September 30, 2003. Net earnings as a percentage of sales improved from 33.1% in the first quarter of last year to 34.7% for the quarter ended September 30, 2004 and cash and short-term investments increased from $176.6 million at June 30, 2004 to $196.1 million at September 30, 2004. Consolidated net sales for the quarter ended September 30, 2004 were $40.9 million, an increase of 8% from the quarter ended September 30, 2003. R&D Systems' Biotechnology Division net sales for the quarter ended September 30, 2004 were $25.9 million, an increase of 8%. R&D Europe's net sales for the quarter were $11.0 million, an increase of 14%. In British pound sterling, R&D Europe's net sales increased 2% for the quarter ended September 30, 2004. R&D Systems' Hematology Division net sales for the quarter were $4.0 million, a decrease of $268,000 (6%). Gross margins, as a percentage of net sales, increased from 77.2% in the first quarter of fiscal 2004 to 78.3% in the first quarter of fiscal 2005. This increase was mainly the result R&D Europe gross margins which increased from 49.2% to 51.8% for the quarter as a result of favorable exchange rates as a result of a weaker U.S. dollar to the British pound. Selling, general and administrative expenses for the quarter ended September 30, 2004 increased $551,000 (11%). R&D Systems' selling, general and administrative expenses increased $340,000 (11%) for the quarter year ended September 30, 2004. The majority of the increase for the quarter was a result of higher personnel costs. In addition, Techne's corporate expenses increased $188,000 for the quarter ended September 30, 2004 as the result of higher legal and consulting fees. Research and development expenses for the quarter ended September 30, 2004 decreased $275,000 (6%). Included in research and development expenses for the prior year 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 losses by these companies included in Techne results for the quarter ended September 30, 2003 were $608,000. In the fourth quarter of fiscal 2004, the Company wrote off its investment in DGI as an impairment loss. The Company also converted from the equity method to the cost method for accounting for its investment in CCX in the fourth quarter of fiscal 2004. R&D Systems' internal research and development expenses increased $333,000 (8%) for the quarter ended September 30, 2004 mainly as a result of increased personnel. Higher interest expense for the quarter ended September 30, 2004 was the result of interest due from the settlement of a State of Minnesota audit assessment. The Company had been assessed $1.75 million, plus interest, for fiscal years 2000-2002. The Company appealed the assessment and settled with the State of Minnesota for $525,000, plus $81,000 in interest. The settlement amount of $525,000 was fully reserved for at June 30, 2004. Other non-operating expenses increased $388,000 for the quarter ended September 30, 2004, mainly as a result of higher exchange losses and non- operating building expenses. First quarter fiscal 2005 results were favorably effected by the strength of the British pound as compared to the U.S. dollar. The impact on consolidated net earnings of the change in exchange rates used to convert R&D Europe results from British pounds to U.S. dollars was $314,000 for the quarter ended September 30, 2004. 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 9/30/04 (In thousands, except per share data) (Unaudited) QUARTER ENDED ------------------ 9/30/04 9/30/03 -------- -------- Net sales $ 40,919 $ 37,993 Cost of sales 8,887 8,663 -------- -------- Gross margin 32,032 29,330 Operating expenses: Selling, general and administrative 5,634 5,083 Research and development 4,688 4,963 Amortization of intangible assets 305 400 -------- -------- Total operating expenses 10,627 10,446 -------- -------- Operating income 21,405 18,884 Other expense (income): Interest expense 245 175 Interest income (1,053) (726) Other non-operating expense (income), net 466 78 -------- -------- Total other expense (income) (342) (473) -------- -------- Earnings before income taxes 21,747 19,357 Income taxes 7,555 6,785 -------- -------- Net earnings $ 14,192 $ 12,572 ======== ======== Earnings per share: Basic $ 0.34 $ 0.31 Diluted $ 0.34 $ 0.30 Weighted average common shares outstanding: Basic 41,169 40,965 Diluted 41,676 41,600 9/30/04 6/30/04 -------- -------- ASSETS Cash and equivalents $ 62,240 $ 51,201 Short-term investments 133,822 125,392 Trade accounts receivable 18,715 20,262 Interest receivable 939 837 Inventory 7,874 7,457 Other current assets 5,915 5,774 Property and equipment, net 79,753 80,504 Goodwill, net 12,540 12,540 Intangible assets, net 2,514 2,819 Other non-current assets 18,309 18,674 -------- -------- Total assets $342,621 $325,460 ======== ======== LIABILITIES Current liabilities $ 15,433 $ 13,459 Long-term debt 14,244 14,576 Stockholders' equity 312,944 297,425 -------- -------- Total liabilities and equity $342,621 $325,460 ======== ======== EX-99.2 3 segment904.txt SEGMENT INFORMATION SEGMENT INFORMATION TECHNE CORPORATION AND SUBISIDARIES (in thousands of $'s, except per share data) Increase (Decrease) Fiscal 2005 From Fiscal 2004 ----------------- ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 40,919 100% 2,926 Cost of sales 8,887 22% 224 ------- -------- ------ Gross margin 32,032 78% 2,702 Gross margin percentage 78.3% SG&A expense 5,634 14% 551 R&D expense 4,688 11% (275) Amortization expense 305 1% (95) Interest expense 245 1% 70 Interest income (1,053) (3%) (327) Other non-operating exp., net 466 1% 388 ------- -------- ------ 10,285 25% 312 ------- -------- ------ Earnings before income taxes 21,747 53% 2,390 Income taxes 7,555 18% 770 ------- -------- ------ 14,192 35% 1,620 ======= ======== ====== Diluted earnings per share 0.34 Weighted average diluted shares outstanding 41,676 HEMATOLOGY DIVISION (in thousands of $'s) Increase (Decrease) Fiscal 2005 From Fiscal 2004 ----------------- ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 4,013 100% (268) Cost of sales 2,220 55% (126) ------- -------- ------- Gross margin 1,793 45% (142) Gross margin percentage 44.7% SG&A expense 409 10% 18 R&D expense 188 5% (3) Interest, net (56) (1%) 21 ------- -------- ------- 541 14% 36 ------- -------- ------- Pretax result 1,252 31% (178) ======= ======== ======= BIOTECHNOLOGY DIVISION (in thousands of $'s) Increase (Decrease) Fiscal 2005 From Fiscal 2004 ----------------- ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 30,691 100% 2,038 Intersegment sales (4,804) (183) ------- ------- 25,887 1,855 Cost of sales 6,111 20% 195 Intersegment sales (4,756) (235) ------- ------- 1,355 (40) ------- -------- ------- Gross margin 24,532 80% 1,895 Gross margin percentage 80.1% SG&A expense 2,973 10% 322 R&D expense 4,500 15% 336 Amortization expense 305 -- (95) Interest, net (414) (1%) (8) ------- -------- ------- 7,364 24% 555 ------- -------- ------- Pretax result 17,168 56% 1,340 ======= ======== ======= R&D SYSTEMS EUROPE (in thousands of Br. pounds) Increase (Decrease) Fiscal 2005 From Fiscal 2004 ----------------- ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 6,080 100% 100 Cost of sales 2,931 48% (109) ------- -------- ------- Gross margin 3,149 52% 209 Gross margin percentage 51.8% SG&A expense 950 16% (100) Interest income (254) (4%) (127) Exchange loss/(gain) 26 -- 75 ------- -------- ------- 722 12% (152) ------- -------- ------- Pretax result 2,427 40% 361 ======= ======== ======= R&D SYSTEMS EUROPE (in thousands of $'s) Increase (Decrease) Fiscal 2005 From Fiscal 2004 ----------------- ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 11,019 100% 1,339 Cost of sales 5,312 48% 390 ------- -------- ------- Gross margin 5,707 52% 949 Gross margin percentage 51.8% SG&A expense 1,722 16% 23 Interest income (460) (4%) (254) Exchange loss 47 -- 131 ------- -------- ------- 1,309 12% (100) ------- -------- ------- Pretax result 4,398 40% 1,049 ======= ======== ======= CORPORATE AND OTHER (1) (in thousands of $'s) Increase (Decrease) Fiscal 2005 From Fiscal 2004 ----------------- ------------------- First First Quarter Quarter ------- ------- Interest income 42 5 Rental income 19 -- ------- ------- 61 5 SG&A expense 530 188 R&D-CCX losses -- (436) R&D-DGI losses -- (172) Other-Hemerus losses 74 74 Interest expense 164 (11) Building expense 364 183 ------- ------- 1,132 (174) ------- ------- Pretax result (1,097) 179 ======= ======= (1) Unallocated corporate expenses and Techne's share of losses by ChemoCentryx, Inc. (CCX), Discovery Genomics, Inc. (DGI) and Hemerus Medical, LLC. -----END PRIVACY-ENHANCED MESSAGE-----