-----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, G4LUoG2lAWqTuXHdL6cwfe5l1xVakzQeW9kGoyk7HrKky3ut3e9tRcm2x+gz9gNS y3DXVMpmFrTRSFtS64hY+A== 0000842023-07-000036.txt : 20071024 0000842023-07-000036.hdr.sgml : 20071024 20071024100601 ACCESSION NUMBER: 0000842023-07-000036 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20071024 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20071024 DATE AS OF CHANGE: 20071024 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: 071187089 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 k8q.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 24, 2007 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 24, 2007, describing the results of operations for the quarter year ended September 30, 2007 and its financial condition as of September 30, 2007, is attached hereto as Exhibit 99.1. Segment information for Techne Corporation for the quarter ended September 30, 2007 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 (d) Exhibits 99.1 Press Release dated October 24, 2007. 99.2 Segment information for the quarter ended September 30, 2007. 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 24, 2007 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 24, 2007. 99.2 Segment information for Techne Corporation for the quarter ended September 30, 2007. EX-99.1 2 release1007.txt EARNINGS RELEASE DATED OCTOBER 24, 2007 TECHNE CORPORATION RELEASES UNAUDITED FIRST QUARTER RESULTS FOR FISCAL YEAR 2008 Minneapolis/October 24, 2007/--Techne Corporation's (NASDAQ: TECH) consolidated net earnings for the quarter ended September 30, 2007 increased 17.5% to $23.1 million or $.58 per diluted share compared with $19.6 million or $.50 per diluted share for the quarter ended September 30, 2006. Net earnings as a percentage of net sales improved from 37.5% in the first quarter of last year to 39.8% for the quarter ended September 30, 2007. The improvement in net earnings was mainly due to increased consolidated net sales. The favorable 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 $403,000 ($.01 per diluted share) for the quarter ended September 30, 2007. Consolidated net sales for the quarter ended September 30, 2007 were $58.0 million, an increase of 10.8% from the same prior-year quarter. Consolidated net sales were favorably affected by the strength of the British pound as compared to the U.S. dollar. Excluding the effect of changes in foreign currency exchange rates, consolidated net sales increased 8.6% for the quarter ended September 30, 2007 from the quarter ended September 30, 2006. Biotechnology net sales, which include sales by R&D Systems' Biotechnology Division, R&D Systems China and BiosPacific, for the quarter ended September 30, 2007 were $38.9 million, an increase of 8.2% from the same prior-year quarter. R&D Europe's net sales for the quarter were $15.4 million, an increase of 19.5% from the same prior-year quarter. In British pound sterling, R&D Europe's net sales increased 10.7% for the quarter. Hematology net sales for the quarter were $3.7 million, an increase of 4.4%. Gross margins were 79.1% and 78.5% in the first quarters of fiscal 2008 and 2007, respectively. The increase in gross margins was due to higher margins in Europe due to favorable exchange rates and changes in sales mix as a result of higher sales growth in the Biotechnology Division as compared to the sales growth in the lower margin Hematology Division. Selling, general and administrative expenses for the quarter ended September 30, 2007 increased $1.0 million (14.5%). The increase resulted from the change in foreign currency exchange rates used to convert British pounds to U.S. dollars ($170,000), increased profit sharing of $205,000 and R&D China selling, general and administrative expenses of $99,000. The remainder of the increase was due mainly to annual wage and salary increases. The effective tax rate was 33.6% for the quarter ended September 30, 2007 as compared to 33.9% for the quarter ended September 30, 2006. Without significant business developments, the Company expects its fiscal 2008 effective income tax rate to range from approximately 33.5% to 34.5%. Forward Looking Statements: This earnings release contains forward-looking statements within the meaning of the Private Litigation Reform Act. These statements, including the Company's expectations as to income tax rates, involve risks and uncertainties that 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. We undertake no obligation to update or revise any forward-looking statements we make in this release due to new information or future events. Investors are cautioned not to place undue emphasis on these statements. * * * * * * * * * * * * * * 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. R&D Systems has two subsidiaries, BiosPacific, Inc. (BiosPacific), located in Emeryville, California and R&D Systems China Co. Ltd., (R&D China), located in Shanghai, China. BiosPacific is a worldwide supplier of biologics to manufacturers of in vitro diagnostic systems and immunodiagnostic kits. R&D China and R&D Europe distribute biotechnology products. Contact: Greg Melsen, Chief Financial Officer Kathy Backes, Controller (612) 379-8854 TECHNE CORPORATION CONSOLIDATED STATEMENTS OF EARNINGS (In thousands, except per share data) (Unaudited) QUARTER ENDED ---------------- 9/30/07 9/30/06 ------- ------- Net sales $57,987 $52,351 Cost of sales 12,104 11,237 ------- ------- Gross margin 45,883 41,114 ------- ------- Operating expenses: Selling, general and administrative 8,090 7,067 Research and development 5,181 4,855 Amortization of intangible assets 288 403 ------- ------- Total operating expenses 13,559 12,325 ------- ------- Operating income 32,324 28,789 ------- ------- Other expense (income): Interest expense -- 268 Interest income (2,998) (1,676) Other non-operating expense, net 569 485 ------- ------- Total other income (2,429) (923) ------- ------- Earnings before income taxes 34,753 29,712 Income taxes 11,681 10,081 ------- ------- Net earnings $23,072 $19,631 ======= ======= Earnings per share: Basic $ 0.58 $ 0.50 Diluted $ 0.58 $ 0.50 Weighted average common shares outstanding: Basic 39,489 39,379 Diluted 39,587 39,469 TECHNE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) 9/30/07 6/30/07 -------- -------- ASSETS Cash and equivalents $144,745 $135,485 Short-term available-for-sale investments 36,249 29,289 Trade accounts receivable 30,673 29,559 Other receivables 1,362 1,407 Inventory 9,281 8,757 Other current assets 8,899 8,341 -------- -------- Current assets 231,209 212,838 -------- -------- Available-for-sale investments 97,851 91,433 Property and equipment, net 93,385 91,535 Goodwill and intangible assets, net 29,879 30,167 Other non-current assets 28,732 28,871 -------- -------- Total assets $481,056 $454,844 ======== ======== LIABILITIES Current liabilities $ 14,800 $ 17,193 Stockholders' equity 466,256 437,651 -------- -------- Total liabilities and equity $481,056 $454,844 ======== ======== EX-99.2 3 seg907.txt SEGMENT RESULTS SEGMENT INFORMATION TECHNE CORPORATION AND SUBISIDARIES (in thousands of $'s, except per share data) Increase (Decrease) Fiscal 2008 From Fiscal 2007 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------------------- Sales 57,987 100% 5,636 Cost of sales 12,104 21% 867 ------- ------- ------ Gross margin 45,883 79% 4,769 Gross margin percentage 79.1% SG&A expense 8,090 14% 1,023 R&D expense 5,181 9% 326 Amortization expense 288 - (115) Interest expense 0 - (268) Interest income (2,998) (5%) (1,322) Other non-operating expense,net 569 1% 84 ------- ------- ------ 11,130 19% (272) ------- ------- ------ Earnings before income taxes 34,753 60% 5,041 Income taxes 11,681 20% 1,600 ------- ------- ------ 23,072 40% 3,441 ======= ======= ====== Diluted earnings per share .58 Weighted average diluted shares outstanding 39,587 BIOTECHNOLOGY (1) (in thousands of $'s) Increase (Decrease) Fiscal 2008 From Fiscal 2007 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------------------- Sales 45,328 100% 3,707 Intersegment sales (6,447) (748) ------- ------ 38,881 2,959 Cost of sales 8,997 20% 515 Intersegment sales (6,174) (650) ------- ------ 2,823 (135) ------- ------- ------ Gross margin 36,058 80% 3,094 Gross margin percentage 80.2% SG&A expense 4,624 10% 611 R&D expense 5,002 11% 327 Amortization expense 288 1% (115) Interest, net (1,257) (2%) (662) Exchange loss/(gain) 34 -- 34 ------- ------- ------ 8,691 20% 195 ------- ------- ------ Pretax result 27,367 60% 2,899 ======= ======= ====== (1) Includes R&D Systems' Biotechnology Division, BiosPacific, Inc. and R&D China R&D SYSTEMS EUROPE (in thousands of British pounds) Increase (Decrease) Fiscal 2008 From Fiscal 2007 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------------------- Sales 7,605 100% 735 Cost of sales 3,455 45% 170 ------- ------- ------ Gross margin 4,150 55% 565 Gross margin percentage 54.6% SG&A expense 1,114 15% 40 Interest income (683) (9%) (273) Exchange loss/(gain) (96) (1%) (174) ------- ------- ------ 335 5% (407) ------- ------- ------ Pretax result 3,815 50% 972 ======= ======= ====== R&D SYSTEMS EUROPE (in thousands of $'s) Increase (Decrease) Fiscal 2008 From Fiscal 2007 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------------------- Sales 15,449 100% 2,522 Cost of sales 7,020 45% 839 ------- ------- ------ Gross margin 8,429 55% 1,683 Gross margin percentage 54.6% SG&A expense 2,262 15% 242 Interest income (1,387) (9%) (616) Exchange loss/(gain) (198) (1%) (345) ------- ------- ------ 677 5% (719) ------- ------- ------ Pretax result 7,752 50% 2,402 ======= ======= ====== HEMATOLOGY (in thousands of $'s) Increase (Decrease) Fiscal 2008 From Fiscal 2007 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------------------- Sales 3,657 100% 155 Cost of sales 2,261 62% 163 ------- ------- ------ Gross margin 1,396 38% (8) Gross margin percentage 38.2% SG&A expense 467 13% 69 R&D expense 179 5% (1) Interest, net (120) (4%) (39) ------- ------- ------ 526 14% 29 ------- ------- ------ Pretax result 870 24% (37) ======= ======= ====== CORPORATE AND OTHER (2) (in thousands of $'s) Increase (Decrease) Fiscal 2008 From Fiscal 2007 ----------- ------------------- First First Quarter Quarter ------- ------- Interest income 234 5 Rental income 67 (232) ------- ------- 301 (227) SG&A expense 737 101 Interest expense -- (268) Other-Building expenses 544 34 Other-Hemerus losses 131 4 Other-Nephromics losses 125 125 ------- ------- 1,537 (4) ------- ------- Pretax result (1,236) (223) ======= ======= (2) Unallocated corporate expenses and Techne's share of losses by Hemerus Medical, LLC and Nephromics, LLC. -----END PRIVACY-ENHANCED MESSAGE-----