0000842023-11-000010.txt : 20110503
0000842023-11-000010.hdr.sgml : 20110503
20110503084716
ACCESSION NUMBER: 0000842023-11-000010
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 3
CONFORMED PERIOD OF REPORT: 20110503
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20110503
DATE AS OF CHANGE: 20110503
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: 11802985
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): May 3, 2011
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 May 3,
2011, describing the results of operations for the quarter and nine months
ended March 31, 2011 and its financial condition as of March 31,
2011, is attached hereto as Exhibit 99.1.
Segment information for Techne Corporation for the quarter and nine months
ended March 31, 2011 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 May 3, 2011.
99.2 Segment information for the quarter and nine months
ended March 31, 2011.
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: May 3, 2011 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 May 3, 2011.
99.2 Segment information for Techne Corporation for the quarter
and nine months ended March 31, 2011.
EX-99.1
2
release050311.txt
PRESS RELEASE
TECHNE CORPORATION RELEASES UNAUDITED THIRD QUARTER
RESULTS FOR FISCAL YEAR 2011
Minneapolis/May 3, 2011/ Techne Corporation's (NASDAQ: TECH) consolidated
pretax net earnings for the quarter ended March 31, 2011 increased 9.5% to
$45.4 million compared with $41.4 million for the quarter ended March 31,
2010, mainly as a result of increased sales and foreign exchange transaction
gains, partially offset by increased selling, general and administrative
expenses. For the nine months ended March 31, 2011, Techne's consolidated
pretax net earnings increased 3.5% to $122.0 million compared with $117.8
million per share for the nine months ended March 31, 2010, primarily as a
result of increased sales and foreign exchange transaction gains.
Techne's consolidated net earnings for the quarter ended March 31, 2011
decreased 4.1% to $31.1 million or $0.84 per diluted share compared with
$32.4 million or $0.87 per diluted share for the quarter ended March 31,
2010. For the nine months ended March 31, 2011, Techne's consolidated net
earnings increased 0.1% to $84.0 million or $2.26 per diluted share compared
to $83.9 million or $2.25 per diluted share for the nine months ended March
31, 2010. The March 31, 2010 quarter and nine month results included a $4.7
million tax benefit, equating to $.12 per share, from a foreign exchange tax
loss on Techne's repatriation of 50 million pound sterling from R&D Systems
Europe to its U.S. based parent.
Consolidated net sales for the quarter and nine months ended March 31, 2011
were $76.3 million and $211.9 million, increases of 8.5% and 4.7%,
respectively, from the quarter and nine months ended March 31, 2010.
Consolidated net sales for the quarter were positively affected by a weaker
U.S. dollar as compared to foreign currencies for the quarter ended March 31,
2010. Consolidated net sales for the nine months were negatively affected by
a stronger U.S. dollar as compared to foreign currencies for the nine months
ended March 31, 2010. Excluding the effect of changes in foreign currency
exchange rates, consolidated net sales increased 7.8% and 5.7% for the
quarter and nine months ended March 31, 2011, 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 $49.9 million for the
quarter ended March 31, 2011, an increase of 8.1% from $46.2 million for the
quarter ended March 31, 2010. North American biotechnology sales to
industrial pharmaceutical and biotechnology customers increased 9.9% during
the third quarter of fiscal 2011 as compared to the third quarter of fiscal
2010. Biotechnology sales to academic customers, sales to Pacific Rim
distributors and sales in China grew 6.4%, 3.3% and 46.0%, respectively, in
the third quarter of fiscal 2011 as compared to the third quarter of fiscal
2010. Biotechnology sales for the nine months ended March 31, 2011, were
$141.0 million, an increase of 6.3% from $132.6 million for the nine months
ended March 31, 2010. North American biotechnology sales to industrial
pharmaceutical and biotechnology customers increased 5.7% during the nine
months ended March 31, 2011 as compared to the first nine months of fiscal
2010. Biotechnology sales to academic customers, to Pacific Rim
distributors, and sales in China grew 7.7%, 2.4% and 25.3%, respectively, in
the first nine months of fiscal 2011.
R&D Europe's net sales for the quarter and nine months ended March 31, 2011
were $21.2 million and $56.2 million, increases of 10.5% and 0.8%,
respectively, from the same prior-year periods. R&D Europe's net sales
increased 8.4% and 4.4% for the quarter and nine months ended March 31, 2011
when measured at currency rates in effect in the comparable prior-year
period. Hematology net sales for the quarter and nine months ended March 31,
2011 were $5.2 million and $14.7 million, increases of 4.3% and 5.4% from the
comparable prior-year periods.
Selling, general and administrative expenses for the quarter and nine months
ended March 31, 2011 increased $1.6 million (20.4%) and $439,000 (1.8%) from
the quarter and nine months ended March 31, 2010. The increase in selling,
general and administrative expense for the quarter and nine months resulted
primarily from increased profit sharing expense of $704,000 and $418,000,
respectively.
Foreign exchange transaction gains for the quarter and nine months ended
March 31, 2011 were $249,000 and $667,000, respectively, compared to foreign
exchange transaction losses of $372,000 and $329,000 for the quarter and nine
months ended March 31, 2010, respectively.
The effective tax rate for the quarter and nine months ended March 31, 2011
was 31.6% and 31.2% as compared to 21.8% and 28.8% for the same prior-year
periods. The effective rates for the prior year periods were abnormally low
due to the tax benefit received following repatriation of funds from the U.K.
to the U.S. Excluding this benefit, the effective tax rates for the quarter
and nine months ended March 31, 2010 would have been 33.1% and 32.8% for the
quarter and nine months ended March 31, 2010, respectively, The improvement
in the effective tax rate in fiscal 2011 was the result of renewal of the
U.S. research and development credit and an increase in the deduction for
qualified production activities.
Under separate press releases, the Company has announced two acquisitions
subsequent to March 31, 2011. On April 1, 2011, the Company, through its R&D
Systems and R&D Europe subsidiaries, acquired the assets of Boston Biochem,
Inc., a Massachusetts based company, and Boston Biochem Limited, a U.K. based
company. Boston Biochem, Inc. is a leading developer and manufacturer of
innovative ubiquitin-related research products and Boston Biochem Limited was
its Euorpean distributor. The two companies had combined product sales of
approximately $2.5 million in calendar 2010. The combined Boston Biochem
assets were acquired for approximately $8.0 million cash.
On April 28, 2011, the Company, through its R&D Systems and R&D Europe
subsidiaries, acquired 100% ownership of Tocris Holdings Limited and
Subsidiaries (Tocris). Tocris is a U.K based holding company with a
development and manufacturing subsidiary located in Bristol, U.K. and a
distribution subsidiary located in Missouri. Tocris is a leading supplier of
reagents for non-clinical life science research. Tocris has a strong track
record of profitable, cash generative growth with calendar 2010 revenues of
approximately 11.7 million British pounds sterling ($18.2 million). Tocris
was acquired for 75 million British pounds sterling (approximately $124
million) in cash.
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 three subsidiaries,
BiosPacific, Inc. (BiosPacific), located in Emeryville, California, Boston
Biochem, Inc., located in Cambridge, Massachusetts, 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. Boston Biochem is a leading developer and manufacturer
of ubiquitin-related research products. 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
---------------- ------------------
3/31/11 3/31/10 3/31/11 3/31/10
------- ------- -------- --------
Net sales $76,271 $70,278 $211,924 $202,333
Cost of sales 15,833 14,399 46,292 40,629
------- ------- -------- --------
Gross margin 60,438 55,879 165,632 161,704
------- ------- -------- --------
Operating expenses:
Selling, general and administrative 9,233 7,666 25,150 24,711
Research and development 6,297 6,325 19,519 18,870
Amortization of intangible assets 170 240 511 720
------- ------- -------- --------
Total operating expenses 15,700 14,231 45,180 44,301
------- ------- -------- --------
Operating income 44,738 41,648 120,452 117,403
------- ------- -------- --------
Other income (expense):
Interest income 1,067 1,040 2,934 3,364
Other non-operating expense, net (421) (1,249) (1,376) (2,922)
------- ------- -------- --------
Total other (expense) income 646 (209) 1,558 442
------- ------- -------- --------
Earnings before income taxes 45,384 41,439 122,010 117,845
Income taxes 14,321 9,051 38,039 33,964
------- ------- -------- --------
Net earnings $31,063 $32,388 $ 83,971 $ 83,881
======= ======= ======== ========
Earnings per share:
Basic $ 0.84 $ 0.87 $ 2.26 $ 2.25
Diluted $ 0.84 $ 0.87 $ 2.26 $ 2.25
Weighted average common
shares outstanding:
Basic 37,119 37,292 37,084 37,263
Diluted 37,194 37,380 37,153 37,357
TECHNE CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
3/31/11 6/30/10
-------- --------
ASSETS
Cash and equivalents $158,628 $ 94,139
Short-term available-for-sale investments 55,270 44,672
Trade accounts receivable 35,554 30,850
Other receivables 1,960 1,532
Inventory 13,619 13,737
Other current assets 11,695 16,110
-------- --------
Current assets 276,726 201,040
-------- --------
Available-for-sale investments 163,793 171,171
Property and equipment, net 94,145 97,400
Goodwill and intangible assets, net 26,601 27,112
Other non-current assets 21,554 22,093
-------- --------
Total assets $582,819 $518,816
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities $ 16,542 $ 17,024
Stockholders' equity 566,277 501,792
-------- --------
Total liabilities and stockholders' equity $582,819 $518,816
======== ========
EX-99.2
3
seg311.txt
SEGMENT RESULTS
SEGMENT INFORMATION
TECHNE CORPORATION AND SUBISIDARIES
(in thousands of $'s, except per share data)
Increase (Decrease)
Fiscal 2011 From Fiscal 2010
------------------------------------- -------------------------
First Second Third Percent First Second Third
Qtr. Qtr. Qtr. YTD Of Sales Qtr. Qtr. Qtr. YTD
------ ------ ------ ------- ------ ----- ----- ----- -----
Sales 67,945 67,708 76,271 211,924 100% 1,411 2,187 5,993 9,591
Cost of sales 15,241 15,218 15,833 46,292 22% 2,340 1,889 1,434 5,663
------ ------ ------ ------- ------ ----- ----- ----- -----
Gross margin 52,704 52,490 60,438 165,632 78% (929) 298 4,559 3,928
Gross margin
percentage 77.6% 77.5% 79.2% 78.2%
SG&A expense 7,552 8,365 9,233 25,150 12% (486) (642)1,567 439
R&D expense 6,619 6,603 6,297 19,519 8% 465 212 (28) 649
Amortization
expense 170 171 170 511 -- (70) (69) (70) (209)
Interest
income (847) (1,020) (1,067) (2,934) (1%) 321 136 (27) 430
Other non-oper-
ating ex., net 257 698 421 1,376 1% (405) (313) (828)(1,546)
------ ------ ------ ------- ------ ----- ----- ----- -----
13,751 14,817 15,054 43,622 20% (175) (676) 614 (237)
------ ------ ------ ------- ------ ----- ----- ----- -----
Earnings before
income taxes 38,953 37,673 45,384 122,010 58% (754) 974 3,945 4,165
Income taxes 12,580 11,139 14,320 38,039 18% (355) (839)5,269 4,075
------ ------ ------ ------- ------ ----- ----- ----- -----
26,373 26,534 31,064 83,971 40% (399) 1,813(1,324) 90
====== ====== ====== ======= ====== ===== ===== ===== =====
Diluted earnings
per share 0.71 0.71 0.84 2.26
Weighted average
diluted shares
outstanding 37,107 37,156 37,194 37,153
BIOTECHNOLOGY (1)
(in thousands of $'s)
Increase (Decrease)
Fiscal 2011 From Fiscal 2010
------------------------------------- -------------------------
First Second Third Percent First Second Third
Qtr. Qtr. Qtr. YTD Of Sales Qtr. Qtr. Qtr. YTD
------ ------ ------ ------- ------ ----- ----- ----- -----
Sales 54,141 52,652 59,190 165,983 100% 2,445 1,949 4,954 9,348
Intersegment
sales (7,491) (8,217) (9,251)(24,959) 177 65(1,194) (952)
------ ------ ------ ------- ----- ----- ----- -----
46,650 44,435 49,939 141,024 2,622 2,014 3,760 8,396
Cost of sales 11,689 11,665 11,860 35,214 21% 1,804 1,539 701 4,044
Intersegment
sales (7,578) (8,251) (9,048)(24,877) 20 (498) (712)(1,190)
------ ------ ------ ------- ------ ----- ----- ----- -----
4,111 3,414 2,812 10,337 1,824 1,041 (11) 2,854
Gross margin 42,539 41,021 47,127 130,687 79% 798 973 3,771 5,542
Gross margin
percentage 78.4% 77.8% 80.0% 78.8%
SG&A expense 4,583 4,780 5,691 15,054 9% (151) (276)1,066 639
R&D expense 6,421 6,379 6,104 18,904 12% 465 189 (23) 631
Amortization
expense 170 171 170 511 -- (70) (69) (70) (209)
Interest income (581) (715) (763) (2,059) (1%) 190 57 (57) 190
Exchange loss/
gain (8) (10) (7) (25) -- (10) (11) (7) (28)
------ ------ ------ ------- ------ ----- ----- ----- -----
10,585 10,605 11,195 32,385 20% 424 (110) 909 1,223
------ ------ ------ ------- ------ ----- ----- ----- -----
Pretax result 31,954 30,416 35,932 98,302 59% 374 1,083 2,862 4,319
====== ====== ====== ======= ====== ===== ===== ===== =====
(1) Includes R&D Systems' Biotechnology Division, BiosPacific, Inc.
and R&D China
R&D SYSTEMS EUROPE
(in thousands of Br. pounds)
Increase (Decrease)
Fiscal 2011 From Fiscal 2010
------------------------------------- -------------------------
First Second Third Percent First Second Third
Qtr. Qtr. Qtr. YTD Of Sales Qtr. Qtr. Qtr. YTD
------ ------ ------ ------- ------ ----- ----- ----- -----
Sales 10,571 11,767 13,218 35,556 100% (310) 305 922 917
Cost of sales 5,561 5,742 6,477 17,780 50% 500 454 653 1,607
------ ------ ------ ------- ------ ----- ----- ----- -----
Gross margin 5,010 6,025 6,741 17,776 50% (810) (149) 269 (690)
Gross margin
percentage 47.4% 51.2% 51.0% 50.0%
SG&A expense 1,188 1,274 1,356 3,818 11% (3) (44) 96 49
Interest income (52) (65) (68) (185) (1%) 35 14 0 49
Exchange loss/
(gain) (323) 58 (150) (415) (1%) (234) (3) (387) (624)
------ ------ ------ ------- ------ ----- ----- ----- -----
813 1,267 1,138 3,218 9% (202) (33) (291) (526)
------ ------ ------ ------- ------ ----- ----- ----- -----
Pretax result 4,197 4,758 5,603 14,558 41% (608) (116) 560 (164)
====== ====== ====== ======= ====== ===== ===== ===== =====
R&D SYSTEMS EUROPE
(in thousands of $'s)
Increase (Decrease)
Fiscal 2011 From Fiscal 2010
------------------------------------- -------------------------
First Second Third Percent First Second Third
Qtr. Qtr. Qtr. YTD Of Sales Qtr. Qtr. Qtr. YTD
------ ------ ------ ------- ------ ----- ----- ----- -----
Sales 16,391 18,645 21,181 56,217 100% (1,447) (130)2,020 443
Cost of sales 8,621 9,097 10,379 28,097 50% 326 433 1,308 2,067
------ ------ ------ ------- ------ ----- ----- ----- -----
Gross margin 7,770 9,548 10,802 28,120 50% (1,773) (563) 712 (1,624)
Gross margin
percentage 47.4% 51.2% 51.0% 50.0%
SG&A expense 1,842 2,017 2,173 6,032 11% (110) (142) 206 (46)
Interest income (81) (103) (108) (292) (1%) 62 25 0 87
Exchange loss/
(gain) (497) 97 (242) (642) (1%) (352) (2) (614) (968)
------ ------ ------ ------- ------ ----- ----- ----- -----
1,264 2,011 1,823 5,098 9% (400) (119) (408) (927)
------ ------ ------ ------- ------ ----- ----- ----- -----
Pretax result 6,506 7,537 8,979 23,022 41% (1,373) (444)1,120 (697)
====== ====== ====== ======= ====== ===== ===== ===== =====
HEMATOLOGY
(in thousands of $'s)
Increase (Decrease)
Fiscal 2011 From Fiscal 2010
------------------------------------- -------------------------
First Second Third Percent First Second Third
Qtr. Qtr. Qtr. YTD Of Sales Qtr. Qtr. Qtr. YTD
------ ------ ------ ------- ------ ----- ----- ----- -----
Sales 4,904 4,628 5,151 14,683 100% 236 303 213 752
Cost of sales 2,509 2,707 2,642 7,858 54% 190 415 137 742
------ ------ ------ ------- ------ ----- ----- ----- -----
Gross margin 2,395 1,921 2,509 6,825 46% 46 (112) 76 10
Gross margin
percentage 48.8% 41.5% 48.7% 46.5%
SG&A expense 328 336 438 1,102 7% (42) (30) 92 20
R&D expense 198 224 193 615 4% -- 23 (5) 18
Interest income (53) (66) (69) (188) (1%) 19 6 (4) 21
------ ------ ------ ------- ------ ----- ----- ----- -----
473 494 562 1,529 10% (23) (1) 83 59
------ ------ ------ ------- ------ ----- ----- ----- -----
Pretax result 1,922 1,427 1,947 5,296 36% 69 (111) (7) (49)
====== ====== ====== ======= ====== ===== ===== ===== =====
CORPORATE AND OTHER (2)
(in thousands of $'s)
Increase (Decrease)
Fiscal 2011 From Fiscal 2010
------------------------------ ------------------------
First Second Third First Second Third
Qtr. Qtr. Qtr. YTD Qtr. Qtr. Qtr. YTD
------ ------ ------ ------- ----- ----- ----- -----
Interest income 132 136 127 395 (50) (48) (34) (132)
Rental income 123 138 114 375 42 23 31 96
------ ------ ------ ------- ----- ----- ----- -----
255 274 241 770 (8) (25) (3) (36)
SG&A expense 799 1,232 931 2,962 (183) (194) 203 (174)
Other-Building
expenses 556 531 586 1,673 8 1 (7) 2
Other-Equity
Investment losses 329 218 198 745 (9) (278) (169) (456)
------ ------ ------ ------- ----- ----- ----- -----
1,684 1,981 1,715 5,380 (184) (471) 27 (628)
------ ------ ------ ------- ----- ----- ----- -----
Pretax result (1,429) (1,707) (1,474) (4,610) 176 446 (30) 592
====== ====== ====== ====== ===== ===== ===== =====
(2) Unallocated corporate expenses and Techne's share of
losses by Hemerus Medical, LLC and Nephromics, LLC.