-----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, J8sg8W57QN0uPGm3jjUQG2EiZFWDqN466XnsCvM6fB/n6ye1WK3GJWhIMJwqN9Ou gIPclxQtPuUrMp8ixUNPHQ== 0000842023-09-000037.txt : 20091028 0000842023-09-000037.hdr.sgml : 20091028 20091028091113 ACCESSION NUMBER: 0000842023-09-000037 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20091028 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20091028 DATE AS OF CHANGE: 20091028 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: 091140609 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 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 October 28, 2009, describing the results of operations for the quarter ended September 30, 2009 and its financial condition as of September 30, 2009, is attached hereto as Exhibit 99.1. Segment information for Techne Corporation for the quarter ended September 30, 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 October 28, 2009. 99.2 Segment information for the quarter ended September 30, 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: October 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 October 28, 2009. 99.2 Segment information for Techne Corporation for the quarter ended September 30, 2009. EX-99.1 2 release909.txt PRESS RELEASE DATED OCTOBER 28, 2009 TECHNE CORPORATION RELEASES UNAUDITED FIRST QUARTER RESULTS FOR FISCAL YEAR 2010 Minneapolis/October 28, 2009/-- Techne Corporation's (NASDAQ: TECH) consolidated net earnings for the quarter ended September 30, 2009 decreased 6.4% to $26.8 million or $.72 per diluted share compared with $28.6 million or $.74 per diluted share for the quarter ended September 30, 2008. The decline in net earnings was mainly due to foreign currency fluctuations, decreased consolidated net sales and lower interest income. Foreign currency fluctuations and general economic conditions continued to have a negative impact on consolidated net sales and earnings in the quarter ended September 30, 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 $566,000 ($.01 per diluted share) for the quarter ended September 30, 2009 as compared to the same prior-year period. Consolidated net sales for the quarter ended September 30, 2009 were $66.5 million, a 4.0% decrease from the quarter ended September 30, 2008. 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 decreased 2.2% for the quarter ended September 30 from the comparable prior-year period. Biotechnology net sales, which include sales by R&D Systems' Biotechnology Division, R&D Systems China and BiosPacific, were $44.0 million for the quarter ended September 30, 2009, a decrease of 4.6% from the quarter ended September 30, 2008. The Company attributes the lower sales growth rate to continued customer caution in a time of economic uncertainty and the exceptionally strong growth rate of 18.7% in the first quarter of fiscal 2009 as compared to the same quarter in fiscal 2008. North American biotechnology sales to industrial pharmaceutical and biotechnology customers declined approximately 12.8% during the first quarter of fiscal 2010 as compared to the first quarter of fiscal 2009. Biotechnology sales to North American academic customers and Pacific Rim distributors each grew about 3.9% in the first quarter of fiscal 2010. Biotechnology sales in China grew 30.1% during the first quarter of fiscal 2010 compared to the same prior-year period. R&D Europe's net sales for the quarter ended September 30, 2009 were $17.8 million, a decrease of 5.8% from the same prior-year period. R&D Europe's net sales increased 0.8% for the quarter ended September 30, 2009 when measured at currency rates in effect in the comparable prior period. Hematology net sales for the quarter ended September 30, 2009 were $4.7 million, an increase of 9.9% compared to the quarter ended September 30, 2008. Consolidated gross margins were 80.6% for the quarter ended September 30, 2009 compared to 81.1% for the quarter ended September 30, 2008. The decrease in gross margin percent in the quarter was primarily caused by lower gross margins in Europe resulting from comparatively unfavorable exchange rates. The consolidated gross margin percent for the quarter ended September 30, 2009 increased from the quarter ended June 30, 2009 gross margin percentage of 77.4% as a result of higher gross margins in Europe resulting from comparatively favorable exchange rates and an improvement in Hematology gross margins due to higher sales volume. Selling, general and administrative expenses for the quarter ended September 30, 2009 decreased $802,000 (9.1%) from the quarter ended September 30, 2009. The decrease in selling, general and administrative expenses from the comparable prior-year period was the result of lower profit sharing expense of $635,000 and the effect of the change in exchange rates used to convert foreign expenses to U.S. dollars of $198,000. Interest income decreased $1.7 million for the quarter ended September 30, 2009 from the comparable prior-year period primarily as a result of lower rates of return on cash and available-for-sale investments. The effective tax rate for the quarter ended September 30, 2009 was 32.6% compared to 33.4% for the quarter ended September 30, 2008. The U.S. credit for research and development expired at the end of calendar 2007 and was not renewed until the quarter ended December 31, 2008, resulting in a higher effective tax rate for the quarter ended September 30, 2008. Forward Looking Statements: Our press releases may contain forward-looking statements within the meaning of the Private Litigation Reform Act. Such statements 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 our press releases 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 ----------------- 9/30/09 9/30/08 ------- ------- Net sales $66,534 $69,324 Cost of sales 12,901 13,086 ------- ------- Gross margin 53,633 56,238 ------- ------- Operating expenses: Selling, general and administrative 8,038 8,840 Research and development 6,154 5,910 Amortization of intangible assets 240 240 ------- ------- Total operating expenses 14,432 14,990 ------- ------- Operating income 39,201 41,248 Other income (expense): Interest income 1,168 2,887 Other non-operating expense, net (662) (1,187) ------- ------- Total other income 506 1,700 ------- ------- Earnings before income taxes 39,707 42,948 Income taxes 12,935 14,355 ------- ------- Net earnings $26,772 $28,593 ======= ======= Earnings per share: Basic $ 0.72 $ 0.74 Diluted $ 0.72 $ 0.74 Weighted average common shares outstanding: Basic 37,245 38,624 Diluted 37,339 38,747 TECHNE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) 9/30/09 6/30/09 -------- -------- ASSETS Cash and equivalents $174,757 $160,940 Short-term available-for-sale investments 52,518 41,947 Trade accounts receivable 30,334 29,516 Other receivables 1,391 1,637 Inventory 12,468 11,269 Other current assets 10,416 10,158 ------- ------- Current assets 281,884 255,467 ------- ------- Available-for-sale investments 52,612 61,863 Property and equipment, net 98,806 100,133 Goodwill and intangible assets, net 27,832 28,072 Other non-current assets 25,912 26,470 ------- ------- Total assets $487,046 $472,005 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 16,040 $ 15,523 Stockholders' equity 471,006 456,482 ------- ------- Total liabilities and stockholders' equity $487,046 $472,005 ======= ======= EX-99.2 3 segment909.txt SEGMENT RESULTS SEGMENT INFORMATION TECHNE CORPORATION AND SUBISIDARIES (in thousands of $'s, except per share data) Increase (Decrease) Fiscal 2010 From Fiscal 2009 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 66,534 100% (2,790) Cost of sales 12,901 19% (185) ------- -------- ------- Gross margin 53,633 81% (2,605) Gross margin percentage 80.6% SG&A expense 8,038 12% (802) R&D expense 6,154 10% 244 Amortization expense 240 -- -- Interest income (1,168) (2%) 1,719 Other non-operating ex., net 662 1% (525) ------- -------- ------- 13,926 21% 636 ------- -------- ------- Earnings before income taxes 39,707 60% (3,241) Income taxes 12,935 20% (1,420) ------- -------- ------- 26,772 40% (1,821) ======= ======== ======= Diluted earnings per share .72 Weighted average diluted shares outstanding 37,339 BIOTECHNOLOGY (1) (in thousands of $'s) Increase (Decrease) Fiscal 2010 From Fiscal 2009 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 51,696 100% (2,203) Intersegment sales (7,668) 94 ------- ------- 44,028 (2,109) Cost of sales 9,885 19% (362) Intersegment sales (7,598) (137) ------- ------- 2,287 (499) Gross margin 41,741 81% (1,610) Gross margin percentage 80.9% SG&A expense 4,734 9% (407) R&D expense 5,956 12% 239 Amortization expense 240 -- -- Interest, net (771) (1%) 313 Other expense 2 -- 4 ------- -------- ------- 10,161 20% 149 ------- -------- ------- Pretax result 31,580 61% (1,759) ======= ======== ======= (1) Includes R&D Systems' Biotechnology Division, BiosPacific, Inc. and R&D China R&D SYSTEMS EUROPE (in thousands of Br. pound's) Increase (Decrease) Fiscal 2010 From Fiscal 2009 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 10,881 100% 706 Cost of sales 5,061 47% 801 ------- -------- ------- Gross margin 5,820 53% (95) Gross margin percentage 53.5% SG&A expense 1,191 11% (33) Interest income (87) (1%) 703 Exchange loss/(gain) (89) (1%) (349) ------- -------- ------- 1,015 9% 321 ------- -------- ------- Pretax result 4,805 44% (416) ======= ======== ======= R&D SYSTEMS EUROPE (in thousands of $'s) Increase (Decrease) Fiscal 2010 From Fiscal 2009 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 17,838 100% (1,103) Cost of sales 8,295 47% 364 ------- -------- ------- Gross margin 9,543 53% (1,467) Gross margin percentage 53.5% SG&A expense 1,952 11% (331) Interest income (143) (1%) 1,328 Exchange loss/(gain) (145) (1%) (621) ------- -------- ------- 1,664 9% 376 ------- -------- ------- Pretax result 7,879 44% (1,843) ======= ======== ======= HEMATOLOGY (in thousands of $'s) Increase (Decrease) Fiscal 2010 From Fiscal 2009 ------------------ ------------------- First Percent First Quarter Of Sales Quarter ------- -------- ------- Sales 4,668 100% 422 Cost of sales 2,319 50% (50) ------- -------- ------- Gross margin 2,349 50% 472 Gross margin percentage 50.3% SG&A expense 370 8% (66) R&D expense 198 4% 5 Interest, net (72) (2%) 30 ------- -------- ------- 496 10% (31) ------- -------- ------- Pretax result 1,853 40% 503 ======= ======== ======= CORPORATE AND OTHER (2) (in thousands of $'s) Increase (Decrease) Fiscal 2010 From Fiscal 2009 ----------- ------------------- First First Quarter Quarter ------- ------- Interest income 182 (48) Rental income 81 (18) ------- ------- 263 (66) SG&A expense 982 2 Other-Building expenses 548 (5) Other-Equity Investment losses 338 79 ------- ------- 1,868 76 ------- ------- Pretax result (1,605) (142) ======= ======= (2) Unallocated corporate expenses and Techne's share of losses by Hemerus Medical, LLC and Nephromics, LLC. -----END PRIVACY-ENHANCED MESSAGE-----