-----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, MRD0nlLuf8t1YjoI79d5gWRp4xKsA8dbDFLPZHC3L0LNt7GHrwC5fzuiteg8plhX glfEhDwjMEDbpINNEcxxHA== 0000842023-08-000028.txt : 20081022 0000842023-08-000028.hdr.sgml : 20081022 20081022090315 ACCESSION NUMBER: 0000842023-08-000028 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20081022 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20081022 DATE AS OF CHANGE: 20081022 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: 081134502 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 22, 2008 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 22, 2008, describing the results of operations for the quarter ended September 30, 2008 and its financial condition as of September 30, 2008, is attached hereto as Exhibit 99.1. Segment information for Techne Corporation for the quarter ended September 30, 2008 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 22, 2008. 99.2 Segment information for the quarter ended September 30, 2008. 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 22, 2008 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 22, 2008. 99.2 Segment information for Techne Corporation for the quarter ended September 30, 2008. EX-99.1 2 release102208.txt EARNINGS RELEASE DATED OCTOBER 22, 2008 TECHNE CORPORATION RELEASES UNAUDITED FIRST QUARTER RESULTS FOR FISCAL YEAR 2009 Minneapolis/October 22, 2008/--Techne Corporation's (NASDAQ: TECH) consolidated net earnings for the quarter ended September 30, 2008 increased 23.9% to $28.6 million or $.74 per diluted share compared with $23.1 million or $.58 per diluted share for the quarter ended September 30, 2007. Net earnings as a percentage of net sales improved from 39.8% in the first quarter of last year to 41.2% for the quarter ended September 30, 2008. The improvement in net earnings was mainly due to increased consolidated net sales. The unfavorable impact on consolidated net earnings of the change in exchange rates used to convert foreign currencies (primarily British pound sterling and Euros) to U.S. dollars was $310,000 ($.01 per diluted share) for the quarter ended September 30, 2008. Consolidated net sales for the quarter ended September 30, 2008 were $69.3 million, an increase of 19.6% from the same prior-year quarter. Consolidated net sales were favorably affected by the strength of foreign currencies as compared to the U.S. dollar. Excluding the effect of changes in foreign currency exchange rates, consolidated net sales increased 18.4% for the quarter ended September 30, 2008 from the quarter ended September 30, 2007. The quarter ended September 30, 2008 included one more selling day than the comparable prior-year quarter. Biotechnology net sales, which include sales by R&D Systems' Biotechnology Division, R&D Systems China and BiosPacific, for the quarter ended September 30, 2008, were $46.1 million, an increase of 18.7% from the same prior-year quarter. R&D Europe's net sales for the quarter were $18.9 million, an increase of 22.6% from the same prior-year quarter. R&D Europe's net sales increased 18.4% for the quarter when measured at currency rates in effect in the comparable prior periods. Hematology net sales for the quarter were $4.2 million, an increase of 16.1%. The timing of shipments to OEM customers positively impacted Hematology sales results during the quarter ended September 30, 2008 and will likely reduce the Hematology sales growth rate in the quarter ending December 31, 2008 as compared to the comparable prior-year quarter. Consolidated gross margins were 81.1% and 79.1% in the first quarters of fiscal 2009 and 2008, respectively. The increase in gross margins was due to higher sales volume on relatively fixed costs and higher margins in Europe due to favorable exchange rates. Selling, general and administrative expenses decreased to 12.8% of consolidated net sales for the quarter ended September 30, 2008 from 14.0% for the quarter ended September 30, 2007. Selling, general and administrative expenses for the quarter ended September 30, 2008 increased $750,000 (9.3%) from the same prior-year period due mainly to annual wage and salary increases and increased legal costs of $276,000. Research and development expenses increased $729,000 (14.1%) for the quarter ended September 30, 2008 mainly as a result of increased personnel costs. The consolidated effective tax rate was 33.4% and 33.6% for the quarters ended September 30, 2008 and 2007, respectively. As a result of the recent renewal of the U.S. research and development credit, income tax expense in the second quarter of fiscal 2008 will include a credit for the January to June 2008 period in addition to a credit for the current-year six month period. Including the increased research and development credit and without other significant business developments, the Company expects its fiscal 2009 effective income tax rate to range from approximately 32.5% to 33.5%. In November 2007, the Company's Board of Directors authorized the repurchase and retirement of up to $150 million of the Company' common stock. The Company repurchased approximately 214,000 shares of its common stock during the first quarter of fiscal 2009 for approximately $15.6 million. Subsequent to September 30, 2008, the Company has repurchased an additional 335,000 shares for approximately $22.7 million. In total, the Company has repurchased approximately 1.3 million shares of its common stock for approximately $90.8 million 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 Hematology sales and 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, 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 ----------------- 9/30/08 9/30/07 -------- -------- Net sales $ 69,324 $ 57,987 Cost of sales 13,086 12,104 -------- -------- Gross margin 56,238 45,883 -------- -------- Operating expenses: Selling, general and administrative 8,840 8,090 Research and development 5,910 5,181 Amortization of intangible assets 240 288 -------- -------- Total operating expenses 14,990 13,559 -------- -------- Operating income 41,248 32,324 Other income (expense): Interest income 2,887 2,998 Other non-operating expense, net (1,187) (569) -------- -------- Total other income 1,700 2,429 -------- -------- Earnings before income taxes 42,948 34,753 Income taxes 14,355 11,681 -------- -------- Net earnings $ 28,593 $ 23,072 ======== ======== Earnings per share: Basic $ 0.74 $ 0.58 Diluted $ 0.74 $ 0.58 Weighted average common shares outstanding: Basic 38,624 39,489 Diluted 38,747 39,587 TECHNE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) 9/30/08 6/30/08 -------- -------- ASSETS Cash and equivalents $162,071 $166,992 Short-term available-for-sale investments 34,108 39,353 Trade accounts receivable 32,296 31,747 Other receivables 1,672 1,585 Inventory 9,699 9,515 Other current assets 9,542 9,241 -------- -------- Current assets 249,388 258,433 -------- -------- Available-for-sale investments 101,270 87,384 Property and equipment, net 100,100 101,722 Goodwill and intangible assets, net 28,792 29,032 Other non-current assets 28,118 30,798 -------- -------- Total assets $507,668 $507,369 ======== ======== LIABILITIES Current liabilities $ 19,258 $ 20,239 Stockholders' equity 488,410 487,130 -------- -------- Total liabilities and equity $507,668 $507,369 ======== ======== EX-99.2 3 seg909.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 Percent First Quarter of Sales Quarter ------- -------- ------- Sales 69,324 100% 11,337 Cost of sales 13,086 19% 982 ------- -------- ------- Gross margin 56,238 81% 10,355 Gross margin percentage 81.1% SG&A expense 8,840 13% 750 R&D expense 5,910 8% 729 Amortization expense 240 -- (48) Interest income (2,887) (4%) 111 Other non-operating ex., net 1,187 2% 618 ------- -------- ------- 13,290 19% 2,160 ------- -------- ------- Earnings before income taxes 42,948 62% 8,195 Income taxes 14,355 21% 2,674 ------- -------- ------- 28,593 41% 5,521 ======= ======== ======= Diluted earnings per share 0.74 Weighted average diluted shares outstanding 38,747 BIOTECHNOLOGY (1) (in thousands of $'s) Increase (Decrease) Fiscal 2009 From Fiscal 2008 ----------------- ---------------- First Percent First Quarter of Sales Quarter ------- -------- ------- Sales 53,899 100% 8,571 Intersegment sales (7,762) (1,315) ------- ------- 46,137 7,256 Cost of sales 10,247 19% 1,250 Intersegment sales (7,461) (1,287) ------- ------- 2,786 (37) ------- -------- ------- Gross margin 43,351 81% 7,293 Gross margin percentage 81.0% SG&A expense 5,141 10% 517 R&D expense 5,717 11% 715 Amortization expense 240 -- (48) Interest, net (1,084) (2%) 173 Exchange loss/(gain) (2) -- (36) ------- -------- ------- 10,012 19% 1,321 ------- -------- ------- Pretax result 33,339 62% 5,972 ======= ======== ======= (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 Percent First Quarter of Sales Quarter ------- -------- ------- Sales 10,175 100% 2,570 Cost of sales 4,260 42% 805 ------- -------- ------- Gross margin 5,915 58% 1,765 Gross margin percentage 58.1% SG&A expense 1,224 12% 110 Interest income (790) (8%) (107) Exchange loss/(gain) 260 3% 356 ------- -------- ------- 694 7% 359 ------- -------- ------- Pretax result 5,221 51% 1,406 ======= ======== ======= R&D SYSTEMS EUROPE (in thousands of $'s) Increase (Decrease) Fiscal 2009 From Fiscal 2008 ----------------- ---------------- First Percent First Quarter of Sales Quarter ------- -------- ------- Sales 18,941 100% 3,492 Cost of sales 7,931 42% 911 ------- -------- ------- Gross margin 11,010 58% 2,581 Gross margin percentage 58.1% SG&A expense 2,283 12% 21 Interest income (1,471) (8%) (84) Exchange loss 476 3% 674 ------- -------- ------- 1,288 7% 611 ------- -------- ------- Pretax result 9,722 51% 1,970 ======= ======== ======= HEMATOLOGY (in thousands of $'s) Increase (Decrease) Fiscal 2009 From Fiscal 2008 ----------------- ---------------- First Percent First Quarter of Sales Quarter ------- -------- ------- Sales 4,246 100% 589 Cost of sales 2,369 56% 108 ------- -------- ------- Gross margin 1,877 44% 481 Gross margin percentage 44.2% SG&A expense 436 10% (31) R&D expense 193 4% 14 Interest, net (102) (2%) 18 ------- -------- ------- 527 12% 1 ------- -------- ------- Pretax result 1,350 32% 480 ======= ======== ======= CORPORATE AND OTHER (2) (in thousands of $'s) Increase (Decrease) Fiscal 2009 From Fiscal 2008 ----------- ---------------- First First Quarter Quarter ------- ------- Interest income 230 (4) Rental income 99 32 ------- ------- 329 28 SG&A expense 980 243 Other-Building expenses 553 9 Other-Equity Investment losses 259 3 ------- ------- 1,792 255 ------- ------- Pretax result (1,463) (227) ======= ======= (2) Unallocated corporate expenses and Techne's share of losses by Hemerus Medical, LLC and Nephromics, LLC. -----END PRIVACY-ENHANCED MESSAGE-----