0000842023-13-000003.txt : 20130205
0000842023-13-000003.hdr.sgml : 20130205
20130205102523
ACCESSION NUMBER: 0000842023-13-000003
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20130205
ITEM INFORMATION: Results of Operations and Financial Condition
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20130205
DATE AS OF CHANGE: 20130205
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: 13572526
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): February 5, 2013
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 February 5,
2013, describing the results of operations for the quarter and six months
ended December 31, 2012 and its financial condition as of December 31,
2012, is attached hereto as Exhibit 99.1.
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 February 5, 2013.
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: February 5, 2013 TECHNE CORPORATION
By: /s/ Gregory J. Melsen
---------------------------
Name: Gregory J. Melsen
Title: Interim Chief Executive Officer,
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
99.1 Press release of Techne Corporation dated February 5, 2013.
EX-99.1
2
earningsreleasefeb2013.txt
EARNINGS RELEASE DATED FEBRUARY 5, 2013
TECHNE CORPORATION RELEASES UNAUDITED SECOND QUARTER
AND SIX MONTH FISCAL YEAR 2013 RESULTS
Minneapolis/February 5, 2013/ Techne Corporation's (NASDAQ:TECH) financial
results for the second quarter and six months ended December 31, 2012 include
the following highlights:
Second quarter earnings were $25.4 million or $0.69 per diluted share.
Adjusted earnings for the quarter were $27.2 million (a decrease of 2.9%
from the prior fiscal year period) or $0.74 per diluted share. Earnings
and adjusted earnings were negatively impacted by foreign currency
fluctuations, which reduced reported sales and gross margins. Adjusted
earnings and earnings per share exclude intangible asset amortization and
costs recognized upon the sale of inventory that was written-up to fair
value as part of the acquisitions completed in the quarter ended June 30,
2011.
Earnings for the six-month period ended December 31, 2012 were $51.0
million or $1.38 per diluted share. Adjusted earnings for the six-month
period ended December 31, 2012 were $54.7 million (a decrease of 5.6% from
the prior fiscal year period) or $1.48 per diluted share. Adjusted
earnings and earnings per diluted share for the six-month period were also
impacted by the foreign currency fluctuations and exclude the acquisition-
related items noted above.
Net sales as reported grew 0.6% to $75.1 million for the quarter ended
December 31, 2012. Organic sales grew 1.3% in the quarter. Organic sales
exclude changes in foreign currency exchange rates.
Net sales as reported declined 1.4% to $150 million for the six months
ended December 31, 2012. Organic sales, which exclude changes in foreign
currency exchange rates, grew 0.2% in the six-month period. A stronger
U.S. dollar as compared to foreign currencies reduced sales by $577,000
and $2.5 million in the quarter and six-month period ended December 31,
2012, respectively, from the comparable prior-year periods.
The Biotechnology segment includes sales made through R&D Systems'
Biotechnology Division, R&D Europe, Tocris, R&D China, BiosPacific and
Boston Biochem. Biotechnology segment net sales were $69.6 million for
the quarter ended December 31, 2012, a decrease of 0.3% from $69.8 million
for the quarter ended December 31, 2011. Biotechnology net sales were
$139 million for the six-month period ended December 31, 2012, a decrease
of 2.1% from $142 million for the six-month period ended December 31, 2011.
Biotechnology sales growth was 0.6% and declined 0.4% for the quarter and
six month period ended December 31, 2012, respectively, excluding changes
in foreign currency exchange rates.
The table below shows changes to the components of organic sales for the
Biotechnology segment, from the same prior-year periods.
Quarter Ended Six Months Ended
12/31/12 12/31/12
------------- ----------------
U.S. industrial, pharmaceutical
and biotechnology (5.2%) (5.1%)
U.S. academic (3.9%) (3.9%)
Europe 2.4% 2.7%
China 12.6% 16.5%
Pacific Rim 3.3% 1.7%
The Hematology segment includes sales made through R&D Systems' Hematology
Division. Hematology net sales for the quarter and six month period ended
December 31, 2012 were $5.5 million and $11.0 million, increases of 12.4%
and 8.2%, respectively, from the comparable prior-year periods.
The gross margin percentage was 73.6% in the quarter ended December 31, 2012
as compared to 73.9% in the comparable prior-year quarter. For the six-month
period ended December 31, 2012 the gross margin percentage declined to 73.8%
from 74.6% in the comparable prior-year period. Gross margins adjusted for
costs recognized upon sale of acquired inventory and amortization of
intangible assets were 76.2% and 77.3% for the quarters ended December 31,
2012 and 2011, respectively, and 77.3% and 78.2% for the six-month periods
ended December 31, 2012 and 2011, respectively, if such costs were excluded
in all periods. The decrease in adjusted gross margins for the quarter and
six-month periods were primarily caused by unfavorable exchange rates.
Selling, general and administrative expenses for the quarter and six-month
periods ended December 31, 2012 increased $305,000 and declined $140,000 from
the quarter and six-month period ended December 31, 2011, respectively.
Selling, general and administrative expenses were impacted by decreases in
profit sharing expense of $62,000 and $747,000 for the quarter and six-month
periods, respectively, as compared to the prior-year periods.
Research and development expenses for the quarter and six-month periods ended
December 31, 2012 increased $566,000 (8.3%) and $1.4 million (10.0%) from the
quarter and six-month periods ended December 31, 2011, respectively. The
increase in research and development expenses is mainly due to increases in
personnel and supply costs associated with the continuous development and
release of new high-quality biotechnology products.
Other non-operating expenses for the quarter and six-month periods ended
December 31, 2012 included foreign exchange transaction gains of $149,000 and
$71,000, respectively, compared to foreign exchange transaction losses of
$105,000 and $629,000 for the quarter and six-month period ended December 31,
2011, respectively.
The effective tax rate for both the quarter and six-month period ended
December 31, 2012 was 32.3% as compared to 31.8% and 31.9% for the same
prior-year periods. Effective tax rates for fiscal 2013 are expected to be
31% to 33%. In January 2013, the U.S. federal credit for research and
development was reinstated retroactively for the period of January 2012
through December 2013. As a result, in addition to the credit for the
quarter ended March 31, 2013, Techne will record the credit for calendar 2012
in the third quarter of fiscal 2013. The amount of the retroactive credit is
approximately $975,000.
The Company's investment in ChemoCentryx, Inc. (CCXI) is included in short-
term available for sale investments at December 31, 2012 at a fair-value of
$69.1 million. The Company's unrealized gain of $39.6 million on the
investment, net of a deferred tax liability of $14.2 million, was included in
accumulated other comprehensive income at December 31, 2012.
The Company did not repurchase any shares of its common stock during the
quarter or six-month periods ended December 31, 2012. Approximately $127
million remains available at December 31, 2012 for the repurchase and
retirement of shares under the currently open authorization.
Forward Looking Statements:
Our press releases may contain forward-looking statements within the meaning
of the Private Securities Litigation Reform Act. Such statements, including
the expected effective tax rate, 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 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 section titled
"Risk Factors" in 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.
Use of Adjusted Financial Measures:
The adjusted financial measures used in this press release quantify the
impact the following events had on reported net sales, gross margin
percentages, net earnings and earnings per share for the quarter and six-
month period ended December 31, 2012 as compared to the reported amounts for
the same periods ended December 31, 2011:
- fluctuations in exchange rates used to convert transactions in foreign
currencies (primarily the Euro, British pound sterling and Chinese yuan) to
U.S. dollars, and
- the acquisitions of Boston Biochem, Inc. on April 1, 2011 and Tocris
Holdings Ltd. on April 28, 2011, including the impact of amortizing intangible
assets and the recognition of costs upon the sale of inventory written-up
to fair value.
These adjusted financial measures are not prepared in accordance with
generally accepted accounting principles (GAAP) and may be different from
adjusted financial measures used by other companies. Adjusted financial
measures should not be considered as a substitute for, or superior to,
measures of financial performance prepared in accordance with GAAP. We view
these adjusted financial measures to be helpful in assessing the Company's
ongoing operating results. In addition, these adjusted financial measures
facilitate our internal comparisons to historical operating results and
comparisons to competitors' operating results. We include these adjusted
financial measures in our earnings announcement because we believe they are
useful to investors in allowing for greater transparency related to
supplemental information we use in our financial and operational analysis.
Investors are encouraged to review the reconciliations of adjusted financial
measures used in this press release to their most directly comparable GAAP
financial measures as provided with the financial statements attached to this
press release
* * * * * * * * * * * *
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. R&D Europe has two subsidiaries: Tocris Holdings Ltd
(Tocris) of Bristol, England and R&D Systems GmbH, a German sales operation.
Tocris is a leading supplier of reagents for non-clinical life science
research.
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 SIX MONTHS ENDED
------------------ ------------------
12/31/12 12/31/11 12/31/12 12/31/11
-------- -------- -------- --------
Net sales $ 75,083 $ 74,662 $150,108 $152,258
Cost of sales 19,820 19,492 39,262 38,701
-------- -------- -------- --------
Gross margin 55,263 55,170 110,846 113,557
Operating expenses:
Selling, general and administrative 10,956 10,651 21,284 21,424
Research and development 7,403 6,837 14,855 13,504
-------- -------- -------- --------
Total operating expenses 18,359 17,488 36,139 34,928
-------- -------- -------- --------
Operating income 36,904 37,682 74,707 78,629
Other income (expense):
Interest income 677 798 1,338 1,526
Other non-operating expense, net (135) (607) (613) (1,782)
-------- -------- -------- --------
Total other income (expense) 542 191 725 (256)
-------- -------- -------- --------
Earnings before income taxes 37,446 37,873 75,432 78,373
Income taxes 12,082 12,060 24,400 25,039
-------- -------- -------- --------
Net earnings $ 25,364 $ 25,813 $ 51,032 $ 53,334
======== ======== ======== ========
Earnings per share:
Basic $ 0.69 $ 0.70 $ 1.39 $ 1.44
Diluted $ 0.69 $ 0.70 $ 1.38 $ 1.44
Weighted average common
shares outstanding:
Basic 36,834 36,966 36,831 37,030
Diluted 36,900 37,028 36,897 37,099
TECHNE CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(In thousands)
(Unaudited)
12/31/12 6/30/12
-------- --------
ASSETS
Cash and equivalents $143,286 $116,675
Short-term available-for-sale investments 142,809 152,311
Trade accounts receivable 32,187 35,668
Inventory 37,600 38,277
Other current assets 3,849 3,576
-------- --------
Current assets 359,731 346,507
-------- --------
Available-for-sale investments 128,569 143,966
Property and equipment, net 101,133 93,788
Goodwill and intangible assets, net 132,104 132,158
Other non-current assets 3,033 2,905
-------- --------
Total assets $724,570 $719,324
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses $ 13,350 $ 13,836
Payable for pending available-for-sale
investment purchases 1,420 4,429
Income taxes - deferred and current 6,498 17,485
-------- --------
Current liabilities 21,268 35,750
Deferred taxes 8,737 9,132
Stockholders' equity 694,565 674,442
-------- --------
Total liabilities and stockholders' equity $724,570 $719,324
======== ========
TECHNE CORPORATION
RECONCILIATION of ORGANIC SALES
(In thousands)
(Unaudited)
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/12 12/31/11 12/31/12 12/31/11
-------- -------- -------- --------
Net sales $ 75,083 $ 74,662 $150,108 $152,258
Organic sales adjustments:
Impact of foreign currency
fluctuations 577 0 2,483 0
-------- -------- -------- --------
Organic sales $ 75,660 $ 74,662 $152,591 $152,258
======== ======== ======== ========
Organic sales growth 1.3% 1.8% 0.2% 2.5%
TECHNE CORPORATION
RECONCILIATION of NET EARNINGS and EARNINGS per SHARE
(In thousands, except per share data)
(Unaudited)
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/12 12/31/11 12/31/12 12/31/11
-------- -------- -------- --------
Net earnings $ 25,364 $ 25,813 $ 51,032 $ 53,334
Identified adjustments:
Costs recognized upon sale of
acquired inventory 1,196 1,767 2,464 3,915
Amortization of intangibles 1,282 1,268 2,554 2,553
Tax impact of above adjustments (667) (858) (1,346) (1,826)
-------- -------- -------- --------
1,811 2,177 3,672 4,642
-------- -------- -------- --------
Net earnings - adjusted for
identified items $ 27,175 $ 27,990 $ 54,704 $ 57,976
======== ======== ======== ========
Adjusted growth (2.9%) 5.1% (5.6%) 9.1%
Earnings per share - Diluted
- adjusted $ 0.74 $ 0.76 $ 1.48 $ 1.56
TECHNE CORPORATION
RECONCILIATION of GROSS MARGIN PERCENTAGES
(Unaudited)
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/12 12/31/11 12/31/12 12/31/11
-------- -------- -------- --------
Gross margin percentage 73.6% 73.9% 73.8% 74.6%
Identified adjustments:
Costs recognized upon sale of
acquired inventory 1.6% 2.4% 1.6% 2.6%
Amortization of intangibles 1.0% 1.0% 1.0% 1.0%
-------- -------- -------- --------
Gross margin percentage - adjusted 76.2% 77.3% 76.4% 78.2%
======== ======== ======== ========
TECHNE CORPORATION
RECONCILIATION of INTANGIBLE AMORTIZATION
(In thousands)
(Unaudited)
QUARTER ENDED SIX MONTHS ENDED
------------------ ------------------
12/31/12 12/31/11 12/31/12 12/31/11
-------- -------- -------- --------
Amortization of intangible assets
included in:
Cost of goods sold $ 761 $ 749 $ 1,514 $ 1,513
Selling, general and
administrative expenses 521 519 1,040 1,040
-------- -------- -------- --------
Total amortization of
intangible assets $ 1,282 $ 1,268 $ 2,554 $ 2,553
======== ======== ======== ========