-----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, GrF49UXzVAdfSYkkhET6YzyXroTXMIvRRqGqu9XpZqmEBjWV8YJ+8Jv+qYPDVdDt PnHiFxhpJUpS6gI+uubsvw== 0000842023-10-000003.txt : 20100202 0000842023-10-000003.hdr.sgml : 20100202 20100202092354 ACCESSION NUMBER: 0000842023-10-000003 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20100202 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100202 DATE AS OF CHANGE: 20100202 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: 10565242 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 2, 2010 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 2, 2010, describing the results of operations for the quarter and six months ended December 31, 2009 and its financial condition as of December 31, 2009, is attached hereto as Exhibit 99.1. Segment information for Techne Corporation for the quarter and six months ended December 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 February 2, 2010. 99.2 Segment information for the quarter and six months ended December 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: February 2, 2010 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 February 2, 2010. 99.2 Segment information for Techne Corporation for the quarter and six months ended December 31, 2009. EX-99.1 2 release1209.txt PRESS RELEASE DATED 2/2/10 TECHNE CORPORATION RELEASES UNAUDITED SECOND QUARTER RESULTS FOR FISCAL YEAR 2010 Minneapolis/February 2, 2010/-- Techne Corporation's (NASDAQ: TECH) consolidated net earnings for the quarter ended December 31, 2009 increased 4.6% to $24.7 million or $.66 per diluted share compared with $23.6 million or $.62 per diluted share for the quarter ended December 31, 2008. The increase in net earnings for the quarter was due to increased Biotechnology sales, improved gross margins and lower selling, general and administrative expenses partially offset by decreased interest income. Also affecting net earnings for the quarter were foreign currency fluctuations. The change in exchange rates used to convert foreign currencies (primarily British pound sterling and euros) to U.S. dollars increased net earnings by $572,000 ($.01 per diluted share) for the quarter ended December 31, 2009 as compared to the same prior-year period. For the six months ended December 31, 2009, Techne's consolidated net earnings decreased 1.4% to $51.5 million or $1.38 per diluted share compared with $52.2 million or $1.36 per diluted shares for the six months ended December 31, 2008. The decrease in consolidated net earnings for the six months was the result of lower interest income offset by slightly improved gross margins and lower selling, general and administrative expenses. Consolidated net sales for the quarter and six months ended December 31, 2009 were $65.5 million and $132.1 million, increases of 5.9% and 0.7%, respectively, from the quarter and six months ended December 31, 2008. Consolidated net sales were positively 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 1.6% and decreased 0.4% for the quarter and six months ended December 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 $42.4 million for the quarter ended December 31, 2009, an increase of 5.2% from $40.3 million for the quarter ended December 31, 2008. North American biotechnology sales to industrial pharmaceutical and biotechnology customers increased 5.7% during the second quarter of fiscal 2010 as compared to the second quarter of fiscal 2009. Biotechnology sales to academic, Pacific Rim distributors and China grew 4.5%, 13.0% and 21.8%, respectively, in the second quarter of fiscal 2010. Biotechnology net sales for the six months ended December 31, 2009 of $86.4 million were comparable to $86.5 million for the six months ended December 31, 2008. North American biotechnology sales to industrial pharmaceutical and biotechnology customers decreased 4.7% during the six months ended December 31, 2009 as compared to the first six months of fiscal 2009. Biotechnology sales to academic, Pacific Rim distributors and China grew 4.3%, 9.5% and 25.8%, respectively, in the first six months of fiscal 2010. R&D Europe's net sales for the quarter and six months ended December 31, 2009 were $18.8 million and $36.6 million, increases of 8.6% and 1.1%, respectively, from the same prior-year periods. R&D Europe's net sales decreased 6.6% and 2.8% for the quarter and six months ended December 31, 2009 when measured at currency rates in effect in the comparable prior-year periods. The decreased net sales for the periods was mainly the result of lower sales to pharmaceutical customers. Hematology net sales for the quarter and six months ended December 31, 2009 were $4.3 million and $9.0 million, increases of 1.5% and 5.7%, respectively, compared to the quarter and six months ended December 31, 2008. Consolidated gross margins were 79.7% and 80.1% for the quarter and six months ended December 31, 2009, respectively, compared to 78.3% and 79.8% for the quarter and six months ended December 31, 2008. The increased gross margins in fiscal 2010 are mainly the result of improved margins in the Biotechnology and Hematology Divisions due to incremental profit on increased sales volumes. Selling, general and administrative expenses for the quarter and six months ended December 31, 2009 decreased $696,000 (7.2%) and $1.5 million (8.1%), respectively, from the quarter and six months ended December 31, 2008. The decrease in selling, general and administrative expense for the quarter ended December 31, 2009 from the comparable prior-year period resulted mainly from lower stock compensation expense of $361,000. The decrease in selling, general and administrative expenses for the six months ended December 31, 2009 from the comparable prior-year period was due to lower stock compensation expense of $361,000 and lower profit sharing expense of $725,000. Research and development expenses for the quarter and six months ended December 31, 2009 increased $545,000 (9.3%) and $789,000 (6.7%), respectively, from the quarter and six months ended December 31, 2008. The increase in research and development expenses is the result of continuous development and release of new high-quality biotechnology products upon which the Company's future sales revenue growth is dependent. Interest income decreased $1.0 million and $2.8 million for the quarter and six months ended December 31, 2009 from the comparable prior-years period primarily as a result of lower rates of return on cash and available-for-sale investments. The effective tax rates for both the quarter and six months ended December 31, 2009 were 32.6% compared to 30.8% and 32.3% for the quarter and six months ended December 31, 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 lower effective tax rate for the quarter ended December 31, 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 SIX MONTHS ENDED ------------------ ------------------ 12/31/09 12/31/08 12/31/09 12/31/08 -------- -------- -------- -------- Net sales $65,521 $61,876 $132,055 $131,200 Cost of sales 13,329 13,430 26,230 26,516 -------- -------- -------- -------- Gross margin 52,192 48,446 105,825 104,684 -------- -------- -------- -------- Operating expenses: Selling, general and administrative 9,007 9,703 17,045 18,543 Research and development 6,391 5,846 12,545 11,756 Amortization of intangible assets 240 240 480 480 -------- -------- -------- -------- Total operating expenses 15,638 15,789 30,070 30,779 -------- -------- -------- -------- Operating income 36,554 32,657 75,755 73,905 Other income (expense): Interest income 1,156 2,205 2,324 5,092 Other non-operating expense, net (1,011) (712) (1,673) (1,899) -------- -------- -------- -------- Total other income 145 1,493 651 3,193 -------- -------- -------- -------- Earnings before income taxes 36,699 34,150 76,406 77,098 Income taxes 11,978 10,528 24,913 24,883 -------- -------- -------- -------- Net earnings $24,721 $23,622 $51,493 $52,215 ======== ======== ======== ======== Earnings per share: Basic $ 0.66 $ 0.62 $ 1.38 $ 1.36 Diluted $ 0.66 $ 0.62 $ 1.38 $ 1.36 Weighted average common shares outstanding: Basic 37,252 37,894 37,248 38,259 Diluted 37,353 37,992 37,346 38,370 TECHNE CORPORATION CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) 12/31/09 6/30/09 -------- -------- ASSETS Cash and equivalents $195,551 $160,940 Short-term available-for-sale investments 53,928 41,947 Trade accounts receivable 26,159 29,516 Other receivables 1,642 1,637 Inventory 12,988 11,269 Other current assets 10,691 10,158 -------- -------- Current assets 300,959 255,467 -------- -------- Available-for-sale investments 49,183 61,863 Property and equipment, net 98,910 100,133 Goodwill and intangible assets, net 27,592 28,072 Other non-current assets 25,589 26,470 -------- -------- Total assets $502,233 $472,005 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities $ 13,687 $ 15,523 Stockholders' equity 488,546 456,482 -------- -------- Total liabilities and stockholders' equity $502,233 $472,005 ======== ======== EX-99.2 3 seg1209.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 Second Percent First Second Quarter Quarter YTD of Sales Quarter Quarter YTD ------- ------- ------- -------- ------- ------- ------ Sales 66,534 65,521 132,055 100% (2,790) 3,645 855 Cost of sales 12,901 13,329 26,230 20% (185) (101) (286) ------- ------- ------- -------- ------- ------- ------ Gross margin 53,633 52,192 105,825 80% (2,605) 3,746 1,141 Gross margin percentage 80.6% 79.7% 80.1% SG&A expense 8,038 9,007 17,045 13% (802) (696)(1,498) R&D expense 6,154 6,391 12,545 10% 244 545 789 Amortization expense 240 240 480 -- -- -- -- Interest income (1,168) (1,156) (2,324) (2%) 1,719 1,049 2,768 Other non-operating ex., net 662 1,011 1,673 1% (525) 299 (226) ------- ------- ------- -------- ------- ------- ------ 13,926 15,493 29,419 22% 636 1,197 1,833 ------- ------- ------- -------- ------- ------- ------ Earnings before income taxes 39,707 36,699 76,406 58% (3,241) 2,549 (692) Income taxes 12,935 11,978 24,913 19% (1,420) 1,467 47 ------- ------- ------- -------- ------- ------- ------ 26,772 24,721 51,493 39% (1,821) 1,082 (739) ======= ======= ======= ======== ======= ======= ====== Diluted earnings per share .72 .66 1.38 Weighted average diluted shares outstanding 37,339 37,353 37,346 BIOTECHNOLOGY (1) (in thousands of $'s) Increase (Decrease) Fiscal 2010 From Fiscal 2009 --------------------------------- ---------------------- First Second Percent First Second Quarter Quarter YTD of Sales Quarter Quarter YTD ------- ------- ------- -------- ------- ------- ------ Sales 51,696 50,703 102,399 100% (2,203) 2,060 (143) Intersegment sales (7,668) (8,282) (15,950) 94 29 123 ------- ------- ------- ------- ------- ------ 44,028 42,421 86,449 (2,109) 2,089 (20) Cost of sales 9,885 10,126 20,011 20% (362) (964)(1,326) Intersegment sales (7,598) (7,753) (15,351) (137) 586 449 ------- ------- ------- -------- ------- ------- ------ 2,287 2,373 4,660 (499) (378) (877) Gross margin 41,741 40,048 81,789 80% (1,610) 2,467 857 Gross margin percentage 80.9% 80.0% 80.5% SG&A expense 4,734 5,056 9,790 10% (407) (362) (769) R&D expense 5,956 6,190 12,146 12% 239 547 786 Amortization expense 240 240 480 -- -- -- -- Interest income (771) (772) (1,543) (1%) 313 198 511 Other expense 2 1 3 -- 4 -- 4 ------- ------- ------- -------- ------- ------- ------ 10,161 10,715 20,876 21% 149 383 532 ------- ------- ------- -------- ------- ------- ------ Pretax result 31,580 29,333 60,913 59% (1,759) 2,084 325 ======= ======= ======= ======== ======= ======= ====== (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 2010 From Fiscal 2009 --------------------------------- ---------------------- First Second Percent First Second Quarter Quarter YTD of Sales Quarter Quarter YTD ------- ------- ------- -------- ------- ------- ------ Sales 10,881 11,462 22,343 100% 706 265 971 Cost of sales 5,061 5,288 10,349 46% 801 (73) 728 ------- ------- ------- -------- ------- ------- ------ Gross margin 5,820 6,174 11,994 54% (95) 338 243 Gross margin percentage 53.5% 53.9% 53.7% SG&A expense 1,191 1,318 2,509 11% (33) (46) (79) Interest income (87) (79) (166) -- 703 504 1,207 Exchange loss/(gain) (89) 61 (28) -- (349) 96 (253) ------- ------- ------- -------- ------- ------- ------ 1,015 1,300 2,315 11% 321 554 875 ------- ------- ------- -------- ------- ------- ------ Pretax result 4,805 4,874 9,679 43% (416) (216) (632) ======= ======= ======= ======== ======= ======= ====== R&D SYSTEMS EUROPE (in thousands of $'s) Increase (Decrease) Fiscal 2010 From Fiscal 2009 --------------------------------- ---------------------- First Second Percent First Second Quarter Quarter YTD of Sales Quarter Quarter YTD ------- ------- ------- -------- ------- ------- ------ Sales 17,838 18,775 36,613 100% (1,103) 1,491 388 Cost of sales 8,295 8,664 16,959 46% 364 390 754 ------- ------- ------- -------- ------- ------- ------ Gross margin 9,543 10,111 19,654 54% (1,467) 1,101 (366) Gross margin percentage 53.5% 53.9% 53.7% SG&A expense 1,952 2,159 4,111 11% (331) 65 (266) Interest income (143) (128) (271) -- 1,328 778 2,106 Exchange loss/(gain) (145) 99 (46) -- (621) 94 (527) ------- ------- ------- -------- ------- ------- ------ 1,664 2,130 3,794 11% 376 937 1,313 ------- ------- ------- -------- ------- ------- ------ Pretax result 7,879 7,981 15,860 43% (1,843) 164 (1,679) ======= ======= ======= ======== ======= ======= ====== HEMATOLOGY (in thousands of $'s) Increase (Decrease) Fiscal 2010 From Fiscal 2009 --------------------------------- ---------------------- First Second Percent First Second Quarter Quarter YTD of Sales Quarter Quarter YTD ------- ------- ------- -------- ------- ------- ------ Sales 4,668 4,325 8,993 100% 422 65 487 Cost of sales 2,319 2,292 4,611 51% (50) (113) (163) ------- ------- ------- -------- ------- ------- ------ Gross margin 2,349 2,033 4,382 49% 472 178 650 Gross margin percentage 50.3% 47.0% 48.7% SG&A expense 370 366 736 8% (66) (32) (98) R&D expense 198 201 399 4% 5 (2) 3 Interest income (72) (72) (144) (1%) 30 19 49 ------- ------- ------- -------- ------- ------- ------ 496 495 991 11% (31) (15) (46) ------- ------- ------- -------- ------- ------- ------ Pretax result 1,853 1,538 3,391 38% 503 193 696 ======= ======= ======= ======== ======= ======= ====== CORPORATE AND OTHER (2) (in thousands of $'s) Increase (Decrease) Fiscal 2010 From Fiscal 2009 ------------------------ ---------------------- First Second First Second Quarter Quarter YTD Quarter Quarter YTD ------- ------- ------- ------- ------- ------ Interest income 182 184 366 (48) (54) (102) Rental income 81 115 196 (18) (16) (34) ------- ------- ------- ------- ------- ------ 263 299 562 (66) (70) (136) SG&A expense 982 1,426 2,408 2 (367) (365) Other-Building expenses 548 530 1,078 (5) (21) (26) Other-Equity Investment losses 338 496 834 79 210 289 ------- ------- ------- ------- ------- ------ 1,868 2,452 4,320 76 (178) (102) ------- ------- ------- ------- ------- ------ Pretax result (1,605) (2,153) (3,758) (142) 108 (34) ======= ======= ======= ======= ======= ====== (2) Unallocated corporate expenses and Techne's share of losses by Hemerus Medical, LLC and Nephromics, LLC. -----END PRIVACY-ENHANCED 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