-----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, NndqKZwcXUPsvknrn0CzxABVBM/JNWij4D+NQBgw8+0nMiVqg9NeFQ4piQGXQq+M XZxSKyqR3Bv7CkyAym1B2A== 0000842023-09-000011.txt : 20090428 0000842023-09-000011.hdr.sgml : 20090428 20090428093831 ACCESSION NUMBER: 0000842023-09-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20090428 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090428 DATE AS OF CHANGE: 20090428 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: 09774258 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): April 28, 2009 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 April 28, 2009, describing the results of operations for the quarter and nine months ended March 31, 2009 and its financial condition as of March 31, 2009, is attached hereto as Exhibit 99.1. Segment information for Techne Corporation for the quarter and nine months ended March 31, 2009 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 April 28, 2009. 99.2 Segment information for the quarter and nine months ended March 31, 2009. 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: April 28, 2009 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 April 28, 2009. 99.2 Segment information for Techne Corporation for the quarter and nine months ended March 31, 2009. EX-99.1 2 q309pressrelease.txt EARNINGS RELEASE TECHNE CORPORATION RELEASES UNAUDITED THIRD QUARTER RESULTS FOR FISCAL YEAR 2009 Minneapolis/April 28, 2009/-- Techne Corporation's (NASDAQ: TECH) consolidated net earnings for the quarter ended March 31, 2009 decreased 6.6% to $27.6 million or $.74 per diluted share compared with $29.6 million or $.76 per diluted share for the quarter ended March 31, 2008. For the nine months ended March 31, 2009, Techne's consolidated net earnings increased 4.7% to $79.9 million or $2.10 per diluted share compared with $76.3 million or $1.94 per diluted share for the nine months ended March 31, 2008. Net earnings as a percentage of net sales was 40.1% for the nine months ended March 31, 2009 as compared to 40.2% in the first nine months of last year. Foreign currency fluctuations and general economic conditions continued to have a negative impact on consolidated net sales and earnings in the quarter ended March 31, 2009. The change in exchange rates used to convert foreign currencies (primarily British pound sterling and euros) to U.S. dollars reduced net earnings by $1.5 million ($.04 per diluted share) for the quarter and $3.3 million ($.09 per diluted share) for the nine months ended March 31, 2009, as compared to the same periods in last fiscal year. Consolidated net sales for the quarter and nine months ended March 31, 2009 were $67.9 million and $199.1 million, respectively. This was a 2.4% decrease and a 5.0% increase from the quarter and nine months ended March 31, 2008, respectively. Consolidated net sales were negatively affected by the strength of the U.S. dollar as compared to foreign currencies. Excluding the effect of changes in foreign currency exchange rates, consolidated net sales increased 2.9% and 8.3% for the quarter and nine months ended March 31, 2009, respectively, from the comparable prior year periods. Biotechnology net sales, which include sales by R&D Systems' Biotechnology Division, R&D Systems China and BiosPacific, were $45.1 million for the quarter ended March 31, 2009, essentially the same as in the quarter ended March 31, 2008. Biotechnology sales were $131.6 million for the nine months ended March 31, 2009, an increase of 6.9% over the same period last year. North American biotechnology sales to industrial pharmaceutical and biotechnology customers declined approximately 5% during the third quarter of fiscal 2009. Biotechnology sales to academic and Pacific Rim distributor customers grew about 3% during the same period. The Company attributes the lower third quarter sales growth rate to customer caution in a time of economic uncertainty. R&D Europe's net sales for the quarter and nine months ended March 31, 2009 were $18.3 million and $54.5 million, decreases of 9.6% and 0.3%, respectively, from the same prior-year periods. R&D Europe's net sales increased 8.5% and 11.3% for the quarter and nine months ended March 31, 2009 when measured at currency rates in effect in the comparable prior periods. Hematology net sales for the quarter and nine months ended March 31, 2009 were $4.4 million and $12.9 million, increases of 5.4% and 9.3%, respectively, compared to the quarter and nine months ended March 31, 2008. Consolidated gross margins were 78.9% and 79.5% for the quarter and nine months ended March 31, 2009, respectively, compared to 79.7% and 79.4% for the quarter and nine months ended March 31, 2008, respectively. The decrease in gross margins in the third quarter was primarily caused by lower gross margins in Europe resulting from unfavorable exchange rates. Selling, general and administrative expenses for the quarter and nine months ended March 31, 2009 decreased $1.9 million (21.5%) and $2.1 million (7.7%), respectively from the quarter and nine months ended March 31, 2008. The decrease in selling, general and administrative expenses from the comparable prior-year periods were the result of the following (in thousands): Quarter Nine Months -------- ----------- Reduction in profit sharing expense $(1,326) $(1,943) Change in exchange rates to convert foreign expenses to U.S. dollars (651) (1,538) Other, including annual wage, salary and benefits increases 44 1,356 ------- ------- $(1,933) $(2,125) ======= ======= Research and development expenses decreased $30,000 (0.5%) and increased $983,000 (5.9%), respectively, for the quarter and nine months ended March 31, 2009 from the comparable prior-year periods. Interest income decreased $1.6 million and $2.8 million for the quarter and nine months ended March 31, 2009, respectively, from the comparable prior- year periods, primarily as a result of lower rates of return on cash and available-for-sale investments and, to a lesser extent, to lower cash and available-for-sale investment balances. The effective tax rate for both the quarter and nine months ended March 31, 2009 was 32.3% as compared to effective tax rates of 31.2% and 32.7%, respectively, from the same prior-year periods. The effective rate in the quarter ended March 31, 2008 was positively impacted by changes in state apportionment estimates. The Company expects its fiscal 2009 effective income tax rate to range from approximately 32.0% to 33.0%. In November 2007, the Company's Board of Directors authorized the repurchase and retirement of up to $150 million of the Company's common stock. The Company repurchased approximately 213,000 shares of its common stock during the third quarter of fiscal 2009 for approximately $10.5 million. Approximately $7.5 million remains available for the repurchase of shares under this authorization. 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 consolidated 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, general economic conditions, 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 NINE MONTHS ENDED --------------- ----------------- 3/31/09 3/31/08 3/31/09 3/31/08 ------- ------- -------- -------- Net sales $67,866 $69,522 $199,066 $189,651 Cost of sales 14,316 14,146 40,832 39,001 ------- ------- -------- -------- Gross margin 53,550 55,376 158,234 150,650 ------- ------- -------- -------- Operating expenses: Selling, general and administrative 7,061 8,994 25,604 27,729 Research and development 5,809 5,839 17,565 16,582 Amortization of intangible assets 240 283 720 853 Total operating expenses 13,110 15,116 43,889 45,164 ------- ------- -------- -------- Operating income 40,440 40,260 114,345 105,486 ------- ------- -------- -------- Other income (expense): Interest income 1,504 3,155 6,596 9,405 Other non-operating expense, net (1,103) (423) (3,002) (1,565) ------- ------- -------- -------- Total other income 401 2,732 3,594 7,840 ------- ------- -------- -------- Earnings before income taxes 40,841 42,992 117,939 113,326 Income taxes 13,200 13,402 38,083 37,025 ------- ------- -------- -------- Net earnings $27,641 $29,590 $ 79,856 $ 76,301 ======= ======= ======== ======== Earnings per share: Basic $ 0.74 $ 0.76 $ 2.10 $ 1.94 Diluted $ 0.74 $ 0.76 $ 2.10 $ 1.94 Weighted average common shares outstanding: Basic 37,427 39,000 37,986 39,296 Diluted 37,499 39,108 38,085 39,396 TECHNE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) 3/31/09 6/30/08 -------- -------- ASSETS Cash and equivalents $133,821 $166,992 Short-term available-for-sale investments 33,296 39,353 Trade accounts receivable 31,593 31,747 Other receivables 3,020 1,585 Inventory 10,749 9,515 Other current assets 10,196 9,241 -------- -------- Current assets 222,675 258,433 -------- -------- Available-for-sale investments 66,925 87,384 Property and equipment, net 97,428 101,722 Goodwill and intangible assets, net 28,312 29,032 Other non-current assets 26,463 30,798 -------- -------- Total assets $441,803 $507,369 ======== ======== LIABILITIES Current liabilities $ 14,914 $ 20,239 Stockholders' equity 426,889 487,130 -------- -------- Total liabilities and equity $441,803 $507,369 ======== ======== EX-99.2 3 seg309.txt SEGMENT RESULTS SEGMENT INFORMATION TECHNE CORPORATION AND SUBISIDARIES (in thousands of $'s, except per share data)
Increase (Decrease) Fiscal 2009 From Fiscal 2008 ------------------------------------- ---------------------------- First Second Third Percent First Second Third Qtr Qtr Qtr YTD Of Sales Qtr Qtr Qtr YTD ------ ------ ------ ------- -------- ------ ------ ------ ----- Sales 69,324 61,876 67,866 199,066 100% 11,337 (266) (1,656) 9,415 Cost of sales 13,086 13,430 14,316 40,832 21% 982 679 170 1,831 ------ ------ ------ ------- -------- ------ ------ ------ ----- Gross margin 56,238 48,446 53,550 158,234 79% 10,355 (945) (1,826) 7,584 Gross margin percentage 81.1% 78.3% 78.9% 79.5% SG&A expense 8,840 9,703 7,061 25,604 13% 750 (942) (1,933)(2,125) R&D expense 5,910 5,846 5,809 17,565 9% 729 284 (30) 983 Amortization expense 240 240 240 720 - (48) (42) (43) (133) Interest income (2,887)(2,205)(1,504) (6,596) (3%) 111 1,047 1,651 2,809 Other non- operating ex., net 1,187 712 1,103 3,002 1% 618 139 680 1,437 ------ ------ ------ ------- -------- ------ ------ ------ ----- 13,290 14,296 12,709 40,295 20% 2,160 486 325 2,971 ------ ------ ------ ------- -------- ------ ------ ------ ----- Earnings before income taxes 42,948 34,150 40,841 117,939 59% 8,195 (1,431) (2,151) 4,613 Income taxes 14,355 10,528 13,200 38,083 19% 2,674 (1,414) (202) 1,058 ------ ------ ------ ------- -------- ------ ------ ------ ----- 28,593 23,622 27,641 79,856 40% 5,521 (17) (1,949) 3,555 ====== ====== ====== ======= ======== ====== ====== ====== ===== Diluted earnings per share .74 .62 .74 2.10 Weighted avg. diluted shares outstanding 38,747 37,992 37,499 38,085
BIOTECHNOLOGY (1) (in thousands of $'s)
Increase (Decrease) Fiscal 2009 From Fiscal 2008 ------------------------------------- ---------------------------- First Second Third Percent First Second Third Qtr Qtr Qtr YTD Of Sales Qtr Qtr Qtr YTD ------ ------ ------ ------- -------- ------ ------ ------ ------ Sales 53,899 48,643 53,718 156,260 100% 8,571 2,067 806 11,444 Intersegment sales (7,762)(8,311)(8,579)(24,652) (1,315) (878) (757) (2,950) ------ ------ ------ ------- ------ ------ ------ ------ 46,137 40,332 45,139 131,608 7,256 1,189 49 8,494 Cost of sales 10,247 11,090 11,080 32,417 21% 1,250 1,478 371 3,099 Intersegment sales (7,461)(8,339)(8,494)(24,294) (1,287) (909) (739)(2,935) ------ ------ ------ ------- -------- ------ ------ ------ ------ 2,786 2,751 2,586 8,123 (37) 569 (368) 164 Gross margin 43,351 37,581 42,553 123,485 79% 7,293 620 417 8,330 Gross margin percentage 81.0% 77.2% 79.4% 79.3% SG&A expense 5,141 5,418 4,262 14,821 9% 517 (116) (995) (594) R&D expense 5,717 5,643 5,622 16,982 11% 715 275 (18) 972 Amortization expense 240 240 240 720 -- (48) (42) (43) (133) Interest, net (1,084) (970) (853) (2,907) (1%) 173 339 432 944 Exchange loss/(gain) (2) 1 1 -- -- (36) (11) 6 (41) ------ ------ ------ ------- -------- ------ ------ ------ ------ 10,012 10,332 9,272 29,616 19% 1,321 445 (618) 1,148 ------ ------ ------ ------- -------- ------ ------ ------ ------ Pretax result 33,339 27,249 33,281 93,869 60% 5,972 175 1,035 7,182 ====== ====== ====== ======= ======== ====== ====== ====== ======
(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 2009 From Fiscal 2008 ------------------------------------- ---------------------------- First Second Third Percent First Second Third Qtr Qtr Qtr YTD Of Sales Qtr Qtr Qtr YTD ------ ------ ------ ------- -------- ------ ------ ------ ------ Sales 10,175 11,197 12,716 34,088 100% 2,570 1,896 2,536 7,002 Cost of sales 4,260 5,361 6,540 16,161 47% 805 1,308 2,148 4,261 ------ ------ ------ ------- -------- ------ ------ ------ ------ Gross margin 5,915 5,836 6,176 17,927 53% 1,765 588 388 2,741 Gross margin percentage 58.1% 52.1% 48.6% 52.6% SG&A expense 1,224 1,364 1,191 3,779 11% 110 88 28 226 Interest income (790) (583) (235) (1,608) (4%) (107) 190 527 610 Exchange loss/(gain) 260 (35) 163 388 1% 356 46 393 795 ------ ------ ------ ------- -------- ------ ------ ------ ------ 694 746 1,119 2,559 8% 359 324 948 1,631 ------ ------ ------ ------- -------- ------ ------ ------ ------ Pretax result 5,221 5,090 5,057 15,368 45% 1,406 264 (560) 1,110 ====== ====== ====== ======= ======== ====== ====== ======= ======
R&D SYSTEMS EUROPE (in thousands of $'s)
Increase (Decrease) Fiscal 2009 From Fiscal 2008 ------------------------------------- ---------------------------- First Second Third Percent First Second Third Qtr Qtr Qtr YTD Of Sales Qtr Qtr Qtr YTD ------ ------ ------ ------- -------- ------ ------ ------ ------ Sales 18,941 17,284 18,293 54,518 100% 3,492 (1,743) (1,933) (184) Cost of sales 7,931 8,274 9,405 25,610 47% 911 (19) 679 1,571 ------ ------ ------ ------- -------- ------ ------ ------ ------ Gross margin 11,010 9,010 8,888 28,908 53% 2,581 (1,724) (2,612)(1,755) Gross margin percentage 58.1% 52.1% 48.6% 53.0% SG&A expense 2,283 2,094 1,714 6,091 11% 21 (505) (597)(1,081) Interest income(1,471) (906) (338) (2,715) (5%) (84) 670 1,176 1,762 Exchange loss 476 5 238 719 1% 674 170 695 1,539 ------ ------ ------ ------- -------- ------ ------ ------ ------ 1,288 1,193 1,614 4,095 7% 611 335 1,274 2,220 ------ ------ ------ ------- -------- ------ ------ ------ ------ Pretax result 9,722 7,817 7,274 24,813 46% 1,970 (2,059) (3,886)(3,975) ====== ====== ====== ======= ======== ====== ====== ====== ======
HEMATOLOGY (in thousands of $'s)
Increase (Decrease) Fiscal 2009 From Fiscal 2008 ------------------------------------- ---------------------------- First Second Third Percent First Second Third Qtr Qtr Qtr YTD Of Sales Qtr Qtr Qtr YTD ------ ------ ------ ------- -------- ------ ------ ------ ------ Sales 4,246 4,260 4,434 12,940 100% 589 288 228 1,105 Cost of sales 2,369 2,405 2,325 7,099 55% 108 129 (141) 96 ------ ------ ------ ------- -------- ------ ------ ------ ------ Gross margin 1,877 1,855 2,109 5,841 45% 481 159 369 1,009 Gross margin percentage 44.2% 43.5% 47.6% 45.1% SG&A expense 436 398 310 1,144 9% (31) (89) (179) (299) R&D expense 193 203 187 583 4% 14 9 (12) 11 Interest, net (102) (91) (80) (273) (2%) 18 34 43 95 ------ ------ ------ ------- -------- ------ ------ ------ ------ 527 510 417 1,454 11% 1 (46) (148) (193) ------ ------ ------ ------- -------- ------ ------ ------ ------ Pretax result 1,350 1,345 1,692 4,387 34% 480 205 517 1,202 ====== ====== ====== ======= ======== ====== ====== ====== =====
CORPORATE AND OTHER (2) (in thousands of $'s)
Increase (Decrease) Fiscal 2009 From Fiscal 2008 ---------------------------- ---------------------------- First Second Third First Second Third Qtr Qtr Qtr YTD Qtr Qtr Qtr YTD ------ ------ ------ ------- ------ ------ ------ ------ Interest income 230 238 233 701 (4) (4) -- (8) Rental income 99 131 115 345 32 20 24 76 ------ ------ ------ ------- ------ ------ ------ ------ 329 369 348 1,046 28 16 24 68 SG&A expense 980 1,793 775 3,548 243 (232) (162) (151) Other-Building expenses 553 551 573 1,677 9 (49) (60) (100) Other-Equity Investment losses 259 286 406 951 3 49 63 115 ------ ------ ------ ------- ------ ------ ------ ------ 1,792 2,630 1,754 6,176 255 (232) (159) (136) ------ ------ ------ ------- ------ ------ ------ ------ Pretax result (1,463)(2,261)(1,406) (5,130) (227) 248 183 204 ====== ====== ====== ======= ====== ====== ====== ======
(2) Unallocated corporate expenses and Techne's share of losses by Hemerus Medical, LLC and Nephromics, LLC. -----END PRIVACY-ENHANCED MESSAGE-----