<PAGE>
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 1997
------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
--------------- ---------------
Commission file number 0-14991
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LIFE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 34-0431300
--------------------------------- -------------------
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
9800 MEDICAL CENTER DRIVE, ROCKVILLE, MD 20850
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 840-4000
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
---- ----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at October 24, 1997
-------------------------------------- -------------------------------
Common Stock, par value $.01 per share 23,286,879 shares
- -------------------------------------------------------------------------------
<PAGE>
PART I
------
FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
--------------------
CONSOLIDATED STATEMENT OF INCOME
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
----------------------------------- -----------------------------------
1997 1996 Change 1997 1996 Change
- ------------------------------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 83,243 $ 77,064 + 8% $ 247,967 $ 231,124 + 7%
Net royalties 430 425 + 1% 1,237 559 +121%
--------- --------- --------- ---------
83,673 77,489 + 8% 249,204 231,683 + 8%
Operating expenses:
Cost of sales 38,126 37,246 + 2% 113,311 109,768 + 3%
Marketing and 27,551 24,833 + 11% 81,586 75,500 + 8%
administrative
Research and development 5,567 4,797 + 16% 16,197 14,103 + 15%
Gain on product line
disposal - - - - (2,569) -
--------- --------- --------- ---------
Total operating expenses 71,244 66,876 + 7% 211,094 196,802 + 7%
--------- --------- --------- ---------
Operating income 12,429 10,613 + 17% 38,110 34,881 + 9%
Other income (expense):
Investment income 126 174 - 28% 300 511 - 41%
Interest expense (16) (5) +220% (48) (89) - 46%
--------- --------- --------- ---------
Total other income 110 169 - 35% 252 422 - 40%
--------- --------- --------- ---------
Income before income taxes 12,539 10,782 + 16% 38,362 35,303 + 9%
Income taxes 4,514 3,882 + 16% 13,810 12,709 + 9%
--------- --------- --------- ---------
Income before minority 8,025 6,900 + 16% 24,552 22,594 + 9%
interests
Minority interests (152) (269) - 43% (503) (986) - 49%
--------- --------- --------- ---------
Net income $ 7,873 $ 6,631 + 19% $ 24,049 1,608 + 11%
========= ========= ========= =========
Average shares outstanding 23,970 23,574 + 2% 23,882 23,445 + 2%
========= ========= ========= =========
Net income per share $ 0.33 $ 0.28 + 18% $ 1.01 $ 0.92 + 10%
========= ========= ========= =========
Dividends per share $ 0.05 $ 0.04 + 25% $ 0.13 $ 0.1133 + 15%
========= ========= ========= =========
</TABLE>
Amounts are unaudited.
2
<PAGE>
Part I - Financial Statements (continued)
CONSOLIDATED BALANCE SHEET
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
September 30, December 31,
1997 1996
- ----------------------------------- -------- --------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 22,090 $ 15,326
Accounts receivable, net 60,996 54,566
Inventories:
Materials and supplies 11,993 11,845
In process and finished 56,561 53,467
LIFO reserve (1,708) (2,992)
-------- --------
Total inventory 66,846 62,320
Prepaid expenses 3,974 3,109
Current deferred tax assets 5,180 5,176
-------- --------
Total current assets 159,086 140,497
Property, plant and equipment 147,662 134,303
Less accumulated depreciation (49,103) (45,936)
-------- --------
Total property, plant and equipment 98,559 88,367
Investments and other assets 10,897 11,023
Excess of cost over net assets of
businesses acquired, net 12,779 14,044
-------- --------
Total assets $281,321 $253,931
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 2,449 $ 2,004
Accounts payable 22,898 20,976
Income taxes 10,866 11,256
Accrued liabilities and expenses 25,658 22,065
-------- --------
Total current liabilities 61,871 56,301
Long-term debt 4,590 4,668
Deferred items 6,432 4,471
Deferred income taxes 3,101 3,165
Minority interests 2,781 2,407
-------- --------
Total liabilities 78,775 71,012
Stockholders' equity:
Common stock 233 230
Additional paid-in capital 53,112 48,344
Retained earnings 154,670 133,633
Currency exchange effects (5,469) 712
-------- --------
Total stockholders' equity 202,546 182,919
-------- --------
Total liabilities and stockholders' equity $281,321 $253,931
======== ========
Equity per share $8.70 $7.97
</TABLE>
Amounts as of September 30, 1997 are unaudited.
3
<PAGE>
Part I - Financial Statements (continued)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30,
-------------------
1997 1996
- --------------------------------------- -------- --------
<S> <C> <C>
CASH INFLOWS (OUTFLOWS)
Operations:
Net income $ 24,049 $ 21,608
Non-cash items:
Depreciation and amortization 9,105 7,562
Gain on product line disposal - (2,569)
Other (465) 483
Changes in assets and liabilities (4,385) 7,318
-------- --------
28,304 34,402
Investments:
Capital expenditures (20,271) (23,607)
Proceeds from product line disposal - 2,569
Acquisitions (914) (11,104)
Advance to affiliate - (500)
-------- --------
(21,185) (32,642)
Financing:
Dividends paid (2,765) (2,435)
Proceeds from exercise of stock options 3,164 1,736
Short-term borrowings (net) 928 -
Long-term loan repayments (483) (920)
-------- --------
844 (1,619)
Effect of exchange rate changes on cash (1,199) (1,060)
-------- --------
Increase in cash and cash equivalents 6,764 (919)
Cash and cash equivalents at beginning of period 15,326 23,201
-------- --------
Cash and cash equivalents at end of period $ 22,090 $ 22,282
======== ========
</TABLE>
Amounts are unaudited.
Notes To Financial Statements:
- -----------------------------
In the opinion of the Company's management, the unaudited financial statements
reflect all adjustments (which consist of normal recurring adjustments)
necessary to present a fair statement of the results for the interim periods.
The results for the three-month and nine-month periods ended September 30, 1997
are not necessarily indicative of the results for the entire year 1997.
Net income per share figures in the Consolidated Statement of Income are based
on the weighted average number of shares and common stock equivalents
outstanding as indicated for each period.
Certain amounts for 1996 year period have been reclassified to conform to and be
consistent with the 1997 presentation.
4
<PAGE>
Part I - (continued)
The Company has reviewed the status of its contingencies and believes there are
no material changes from that disclosed in Form 10-K for the year ended December
31, 1996.
The financial data included herein have been reviewed by the Company's
independent public accountants, Coopers & Lybrand L.L.P., and their report is
attached.
Item 2. Management's Discussion and Analysis of Financial
-------------------------------------------------
Condition and Results of Operations
-----------------------------------
Any statements in this quarterly report on Form 10-Q concerning the Company's
business outlook or future economic performance; anticipated profitability,
revenues, expenses or other financial items; together with other statements that
are not historical facts, are "forward-looking statements" as that term is
defined under the Federal Securities Laws. Forward-looking statements are
subject to risks, uncertainties and other factors which could cause actual
results to differ materially from those stated in such statements. Such risks,
uncertainties and factors include, but are not limited to, changes in government
funding for life sciences research, changes in pricing or availability of fetal
bovine serum, changes in currency exchange rates, changes and delays in new
product introduction, customer acceptance of new products, changes in government
regulations, changes in pricing or other actions by competitors and general
economic conditions, as well as other risks detailed in the Company's filings
with the Securities and Exchange Commission.
RESULTS OF OPERATIONS
THIRD QUARTER RESULTS
The Company reported third quarter 1997 revenues of $83.7 million, an increase
of 8% over the comparable quarter of 1996. Sales of products other than fetal
bovine serum (FBS) increased by $9.2 million, or 14%, when compared with the
third quarter of 1996 and excluding the effect of changes due to different
currency translation rates. Net sales in the third quarter of 1997 were $3.6
million, or 4.7%, lower than they would have been at the exchange rates in
effect in the third quarter of 1996. FBS net sales increased 5% on a currency
comparable basis and represented 13% of net sales in the third quarter of 1997
compared with 14% of net sales in the third quarter of 1996.
Gross margins were 54.2% of net sales in the third quarter of 1997 compared with
51.7% in the third quarter of 1996. Marketing and administrative expenses were
33.1% of net sales in the third quarter of 1997 and 32.2% of net sales in the
third quarter of 1996. A portion of the increase in marketing and
administrative expenses expressed as a percentage of sales was related to the
Company's legal action against Clontech Laboratories, Inc., in which the Company
is seeking treble damages, injunctive relief and attorney's fees based on
Clontech's use of LTI's patented H- reverse transcriptase technology. Research
and development expenses were $5.6 million for the quarter ended September 30,
1997, representing a 16% increase when compared with the $4.8 million reported
in the third quarter of 1996.
5
<PAGE>
Part I - (continued)
The Company reported net income per share of $0.33 in the third quarter of 1997,
which constitutes an increase of 18% compared with net income per share of $0.28
in the third quarter of 1996.
NINE MONTHS RESULTS
Net sales for the first nine months of 1997 were $248.0 million, an increase of
$16.8 million, or 7%, over the comparable period of 1996. Sales of products
other than FBS increased $26.2 million, or 13%, in the first nine months of 1997
compared with the same period in 1996 and excluding the effect of changes due to
different currency translation rates. The effect of changes in currency
exchange rates reduced net sales for the nine months ended September 30, 1997 by
$9.1 million, or 3.9%, when compared with the comparable period of 1996. FBS
sales decreased 1% on a currency comparable basis and represented 13% of net
sales in the first nine months of 1997 compared with 14% of net sales in the
comparable period of 1996. Royalty income was $1.2 million for the first nine
months of 1997 compared with $0.6 million in last year's first nine months.
Gross margins were 54.3% in the nine months ended September 30, 1997 compared
with 52.5% in the comparable 1996 period. FBS gross margins improved in the
first nine months of 1997 as unit costs were lower and unit selling prices were
higher compared with the first nine months of 1996.
Excluding a one-time gain related to the disposition of a product line in 1996
from the comparison of results for the first nine months of 1996 and 1997, net
income and net income per share increased 20% and 19%, respectively. Net income
for the first nine months of 1997 was $24.0 million, or $1.01 per share,
compared with $21.6 million, or $0.92 per share, in the comparable period last
year. Net income increased 11% while net income per share improved 10% in the
first nine months of 1997.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities provided $28.3 million in cash during the first nine months
of 1997. Net income after adjustments for depreciation and amortization was the
principal source of cash from operations in 1997. Working capital increases,
largely related to increased accounts receivable levels, were the principal use
of cash from operations. Accounts receivable increases were principally related
to increased sales levels.
The Company paid $20.3 million for capital expenditures in the first nine months
of 1997. The Company also paid $0.7 million in deferred purchase payments
related to the 1996 acquisition of Custom Primers Inc. and $0.2 million related
to the 1994 acquisition of a distributor in Sweden.
Cash used for financing activities included $2.8 million for quarterly dividend
payments in the first nine months of 1997. The Company paid $0.5 million to
reduce long-term loans to the minority interest shareholder of its Japanese
subsidiary. The Company's Japanese subsidiary borrowed $0.9 million from banks
for working capital needs and to reduce notes receivable to its shareholders.
The Company received $3.2 million from the exercise of stock options.
6
<PAGE>
Capital expenditures in 1997 are expected to range from $25-35 million. The
Company expects to spend approximately $20 million in 1997 to complete its new
corporate R&D and administrative office complex in Maryland. The balance of
expected 1997 capital spending is anticipated to be for new and replacement
machinery, equipment and management information systems. The Company believes
it will be able to generate sufficient cash from its operations and its existing
credit line from The Dexter Corporation, an affiliate of the Company, to meet
its anticipated working capital and capital expenditure requirements in 1997.
NEW ACCOUNTING PRONOUNCEMENT
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, "Earnings per Share," which is effective
for years ending after December 15, 1997. The impact of this statement on net
income per share amounts is not material for the periods presented.
Item 3. Quantitative And Qualitative Disclosures About Market Risks - Not
applicable.
7
<PAGE>
PART II - OTHER INFORMATION
------- -----------------
Item 1. Legal Proceedings - Not applicable.
-----------------
Item 2. Changes in Securities - Not applicable.
---------------------
Item 3. Defaults Upon Senior Securities - Not applicable.
-------------------------------
Item 4. Submission of Matters to a Vote of Security Holders - Not applicable.
---------------------------------------------------
Item 5. Other Information - Not applicable.
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
11. Statement re computation of per share earnings.
15. Letter re unaudited interim financial statements.
27. Financial data schedule
(b) Reports on Form 8-K.
There were no reports on Form 8-K filed for the three months ended
September 30, 1997.
8
<PAGE>
SIGNATURES
----------
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 thereto duly authorized.
LIFE TECHNOLOGIES, INC.
Date: October 28, 1997 By:/s/ Joseph C. Stokes, Jr.
-----------------------------
Joseph C. Stokes, Jr.
Senior Vice President
and Chief Financial Officer
(Principal Financial Officer
and Authorized Signatory)
By:/s/ C. Eric Winzer
-----------------------------
C. Eric Winzer
Controller
(Principal Accounting Officer)
9
<PAGE>
INDEPENDENT ACCOUNTANTS' REVIEW REPORT
To the Stockholders and Board of Directors
Life Technologies, Inc.
We have reviewed the accompanying consolidated balance sheet of Life
Technologies, Inc. and its subsidiaries as of September 30, 1997 and the related
consolidated statements of income for the three-month and nine-month periods
ended September 30, 1997 and 1996, and the related condensed consolidated
statements of cash flows for the nine-month periods then ended. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the American
Institute of Certified Public Accountants. A review of interim financial
information consists principally of applying analytical procedures to financial
data and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that should
be made to the accompanying consolidated financial statements referred to above
for them to be in conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet as of December 31, 1996 and the
related consolidated statements of income, stockholders' equity and cash flows
for the year then ended (not presented herein), and in our report dated January
24, 1997 we expressed an unqualified opinion on those consolidated financial
statements.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
McLean, Virginia
October 10, 1997
10
<PAGE>
EXHIBIT INDEX
-------------
Page
-----
Exhibit 11 Statement re computation of per share earnings 12-14
Exhibit 15 Letter re unaudited interim financial statements 15-16
Exhibit 27 Financial data schedule 17
11
<PAGE>
EXHIBIT 11
----------
STATEMENT RE COMPUTATION OF
---------------------------
PER SHARE EARNINGS
------------------
12
<PAGE>
Exhibit 11
----------
LIFE TECHNOLOGIES, INC.
STATEMENT RE COMPUTATION OF PRIMARY PER SHARE EARNINGS
------------------------------------------------------
for the three and nine months ended
September 30, 1997 and 1996
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------- ------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $ 7,873 $ 6,631 $24,049 $21,608
======= ======= ======= =======
Weighted average shares
outstanding 23,243 22,905 23,122 22,857
Weighted average effect of
common stock equivalents 727 669 760 588
------- ------- ------- -------
23,970 23,574 23,882 23,445
======= ======= ======= =======
Primary net income per share $ 0.33 $ 0.28 $ 1.01 $ 0.92
======= ======= ======= =======
</TABLE>
13
<PAGE>
Exhibit 11
----------
LIFE TECHNOLOGIES, INC.
STATEMENT RE COMPUTATION OF FULLY DILUTED PER SHARE EARNINGS
------------------------------------------------------------
for the three and nine months ended
September 30, 1997 and 1996
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------- ------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $ 7,873 $ 6,631 $24,049 $21,608
======= ======= ======= =======
Weighted average shares
outstanding 23,243 22,905 23,122 22,857
Weighted average effect of
common stock equivalents 798 729 877 750
------- ------- ------- -------
24,041 23,634 23,999 23,607
======= ======= ======= =======
Fully diluted net income
per share $ 0.33 $ 0.28 $ 1.00 $ 0.92
======= ======= ======= =======
Primary net income per share $ 0.33 $ 0.28 $ 1.01 $ 0.92
======= ======= ======= =======
</TABLE>
14
<PAGE>
EXHIBIT 15
----------
LETTER RE UNAUDITED INTERIM FINANCIAL STATEMENTS
------------------------------------------------
15
<PAGE>
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated October 10, 1997 on our review of interim
financial information of Life Technologies, Inc. (the Company) for the three-
month and nine-month periods ended September 30, 1997 and 1996, included in this
Form 10-Q is incorporated by reference in the Company's registration statements
on Form S-8, Registration No. 333-28607, Registration No. 333-03773,
Registration No. 33-59741, Registration No. 33-21807 and Registration No. 33-
956, and the Company's registration statement on Form S-3, Registration No. 33-
29536. Pursuant to Rule 436(c) under the Securities Act of 1933, this report
should not be considered a part of the registration statements prepared or
certified by us within the meaning of Section 7 and 11 of that Act.
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
McLean, Virginia
October 10, 1997
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the Balance
Sheet, Income Statement and Exhibit 11 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 22,090
<SECURITIES> 0
<RECEIVABLES> 62,562
<ALLOWANCES> 1,566
<INVENTORY> 66,846
<CURRENT-ASSETS> 159,086
<PP&E> 147,662
<DEPRECIATION> 49,103
<TOTAL-ASSETS> 281,321
<CURRENT-LIABILITIES> 61,871
<BONDS> 4,590
0
0
<COMMON> 233
<OTHER-SE> 202,313
<TOTAL-LIABILITY-AND-EQUITY> 281,321
<SALES> 247,967
<TOTAL-REVENUES> 249,204
<CGS> 113,311
<TOTAL-COSTS> 113,311
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 48
<INCOME-PRETAX> 38,362
<INCOME-TAX> 13,810
<INCOME-CONTINUING> 24,049
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 24,049
<EPS-PRIMARY> 1.01
<EPS-DILUTED> 1.00
</TABLE>
