<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 June 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
---------
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 July 28, 1997
----- --------------------------------------
Common Stock, par value $.01 per share 23,223,618 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 Six months ended
June 30 June 30
------------------------------ ------------------------------
1997 1996 Change 1997 1996 Change
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues:
Net sales $ 84,556 $ 77,430 + 9% $164,724 $154,060 + 7%
Net royalties 463 134 - 807 134 -
85,019 77,564 + 10% 165,531 154,194 + 7%
Operating expenses:
Cost of sales 39,069 36,778 + 6% 75,185 72,522 + 4%
Marketing and 27,276 25,266 + 8% 54,035 50,667 + 7%
administrative
Research and development 5,454 4,737 + 15% 10,630 9,306 + 14%
Gain on product line
disposal - (2,569) - - (2,569) -
Total operating expenses 71,799 64,212 + 12% 139,850 129,926 + 8%
-------- -------- -------- --------
Operating income 13,220 13,352 - 1% 25,681 24,268 + 6%
Other income (expense):
Investment income 85 219 - 61% 174 337 - 48%
Interest expense (23) (42) - 45% (32) (84) - 62%
-------- -------- -------- --------
Total other income 62 177 - 65% 142 253 - 44%
-------- -------- -------- --------
Income before income taxes 13,282 13,529 - 2% 25,823 24,521 + 5%
Income taxes 4,781 4,870 - 2% 9,296 8,827 + 5%
-------- -------- -------- --------
Income before minority
interests 8,501 8,659 - 2% 16,527 15,694 + 5%
Minority interests (163) (364) - 55% (351) (717) - 51%
-------- -------- -------- --------
Net income $ 8,338 $ 8,295 + 1% $ 16,176 $ 14,977 + 8%
======== ======== ======== ========
Average shares outstanding 23,872 23,435 + 2% 23,834 23,369 + 2%
======== ======== ======== ========
Net income per share $ 0.35 $ 0.35 - $ 0.68 $ 0.64 + 6%
======== ======== ======== ========
Dividends per share $ 0.04 $ 0.04 - $ 0.08 $ 0.07 1/3 + 9%
======== ======== ======== ========
</TABLE>
Share and per share amounts for the period ended June 30, 1996 have been
adjusted for a 3 for 2 stock split effected on August 28, 1996.
Amounts are unaudited.
2
<PAGE>
Part I - Financial Statements (continued)
CONSOLIDATED BALANCE SHEET
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1997 1996
-------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 19,139 $ 15,326
Accounts receivable, net 62,440 54,566
Inventories:
Materials and supplies 11,221 11,845
In process and finished 54,186 53,467
LIFO reserve (1,904) (2,992)
-------- --------
Total inventory 63,503 62,320
Prepaid expenses 4,043 3,109
Current deferred tax assets 5,200 5,176
-------- --------
Total current assets 154,325 140,497
Property, plant and equipment 141,949 134,303
Less accumulated depreciation (47,296) (45,936)
-------- --------
Total property, plant and equipment 94,653 88,367
Investments and other assets 10,824 11,023
Excess of cost over net assets of
businesses acquired, net 13,133 14,044
-------- --------
Total assets $272,935 $253,931
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 3,210 $ 2,004
Accounts payable 21,299 20,976
Accrued and deferred income taxes 10,839 11,256
Accrued liabilities and expenses 24,387 22,065
-------- --------
Total current liabilities 59,735 56,301
Long-term debt 4,612 4,668
Deferred income taxes 3,127 3,165
Deferred items 5,778 4,471
Minority interests 2,584 2,407
-------- --------
Total liabilities 75,836 71,012
Stockholders' equity:
Common stock 232 230
Additional paid-in capital 51,906 48,344
Retained earnings 147,961 133,633
Currency exchange effects (3,000) 712
-------- --------
Total stockholders' equity 197,099 182,919
-------- --------
Total liabilities and stockholders' equity $272,935 $253,931
======== ========
Equity per share (unaudited) $8.50 $7.97
</TABLE>
Amounts as of June 30, 1997 are unaudited.
3
<PAGE>
Part I - Financial Statements (continued)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
<TABLE>
<CAPTION>
Six months ended
June 30
-------------------
1997 1996
-------- --------
<S> <C> <C>
CASH INFLOWS (OUTFLOWS)
Operations:
Net income $ 16,176 $ 14,977
Non-cash items:
Depreciation and amortization 5,976 5,076
Gain on product line disposal - (2,569)
Other (166) 553
Changes in assets and liabilities (4,295) 1,905
-------- --------
17,691 19,942
Investments:
Capital expenditures (13,870) (12,520)
Proceeds from product line disposal - 2,569
Acquisitions (914) (7,302)
Advance to affiliate - (500)
-------- --------
(14,784) (17,753)
Financing:
Dividends paid (1,838) (1,520)
Proceeds from exercise of stock options 2,434 1,250
Short-term borrowings - net 1,508 -
Long-term loan repayments (461) (694)
-------- --------
1,643 (964)
Effect of exchange rate changes on cash (737) (1,156)
-------- --------
Increase in cash and cash equivalents 3,813 69
Cash and cash equivalents at beginning of period 15,326 23,201
-------- --------
Cash and cash equivalents at end of period $ 19,139 $ 23,270
======== ========
</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 six-month periods ended June 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 the 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
SECOND QUARTER RESULTS
Net sales in the second quarter of 1997 were $84.6 million, representing an
increase of 9% over the second quarter of 1996. Sales of products other than
fetal bovine serum (FBS) increased by $9.6 million, or 15%, when compared with
the second quarter of 1996 and excluding the effect of changes due to different
currency translation rates. Net sales in the second quarter of 1997 were $2.7
million, or 3.5%, lower than they would have been at the exchange rates in
effect in the second quarter of 1996. FBS sales represented 13% of net sales
in the second quarter of 1997 and 15% in the second quarter of 1996. Royalty
income was $0.5 million in the second quarter of 1997 compared with $0.1 million
in the second quarter of 1996.
Gross margins were 53.8% of net sales in the second quarter of 1997 compared
with 52.5% in the second quarter of 1996. FBS gross margins improved as unit
costs were lower in the second quarter of 1997 than in the comparable period in
1996.
Marketing and administrative expenses were 32.3% of net sales in the second
quarter of 1997 and 32.6% in the second quarter of 1996. Research and
development expenses were $5.5 million in the second quarter of 1997,
5
<PAGE>
Part I - (continued)
representing a 15% increase over the $4.7 million reported in the second quarter
of 1996.
Net income for the second quarter of 1997 was $8.3 million, or $0.35 per share,
equaling the amounts reported in the second quarter of 1996 which included a
$2.6 million, or $0.07 per share, one-time gain due to completion of the 1990
sale of a product line. Excluding the one-time gain from the comparison of
second quarter results, net income and net income per share improved 25%.
SIX MONTHS RESULTS
Net sales for the first half of 1997 were $164.7 million, an increase of $10.7
million, or 7%, over the first half of 1996. Sales of products other than FBS
in the first half of 1997 increased $17.0 million, or 13%, compared with the
first half of 1996 and excluding the effect of changes due to different currency
translation rates. The effect of changes in currency exchange rates reduced net
sales in the first half of 1997 by $5.4 million, or 3.5%, when compared with the
first half of 1996. FBS sales represented 13% of net sales in the first six
months of 1997 compared with 15% of net sales in the comparable period of 1996.
Royalty income was $0.8 million for the first six months of 1997 compared with
$0.1 million in last year's first half.
Gross margins were 54.4% in the first half of 1997 compared with 52.9% in the
comparable 1996 period. FBS gross margins improved in the first half of 1997 as
unit costs decreased at a faster rate than unit selling prices.
Net income for the first six months of 1997 was $16.2 million, or $0.68 per
share, compared with $15.0 million, or $0.64 per share, in the comparable period
last year. Net income increased 8% while net income per share improved 6% in
the first half of 1997. Excluding the one-time gain from the comparison of
results for the first six months of 1996 and 1997, net income and net income per
share increased 21% and 19%, respectively.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities provided $17.7 million in cash during the first six 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 directly related to
increased sales levels.
The Company paid $13.9 million for capital expenditures in the first six 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 $1.8 million for quarterly dividend
payments in the first six months of 1997. The Company paid $0.5 million to
reduce long-term loans to the minority interest shareholder. The Company's
Japanese subsidiary borrowed $1.5 million from banks for working capital needs
6
<PAGE>
Part I - (continued)
and to reduce notes receivable to its shareholders. The Company received $2.4
million from the exercise of stock options.
Capital expenditures in 1997 are expected to range from $30-35 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. Quantative And Qualitative Disclosures About Market Risks - N/A
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
---------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on April 15, 1997,
where the following actions were taken:
(1) On April 15, 1997, Bruce H. Beatt, Rita R. Colwell and K. Grahame Walker
were elected as directors in the class whose term will expire at the 2000
annual meeting of stockholders, pursuant to the following vote tabulation:
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
---- ---------- --------------
<S> <C> <C>
Beatt 20,166,945 66,345
Colwell 20,219,562 13,728
Walker 20,211,312 21,978
</TABLE>
In addition, the following directors continue in office for terms expiring as
indicated: Kathleen Burdett (1998), Betsy Z. Cohen (1998), J. Stark Thompson,
Ph.D. (1998), Thomas H. Adams (1999), Frank E. Samuel, Jr. (1999), Iain C. Wylie
(1999).
(2) A proposal to adopt the Company's 1997 Long-Term Incentive Plan was approved
with 18,297,654 shares voted in favor, 1,741,469 shares voted against,
194,167 shares abstaining and zero broker non-votes.
(3) The selection of Coopers & Lybrand L.L.P., as auditors of the Company for
the year 1997, was ratified with 20,224,207 shares voted in favor, 1,610
shares voted against, 7,473 shares abstaining and zero broker non-votes.
Item 5. Other Information - Effective April 15, 1997, elected as executive
-----------------
officers of the Company, were Belinda O. Patrick, V.P. of Quality
Assurance and Regulatory Affairs, and Derek E. Woods, Vice President
Research and Development.
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
10. 1997 Long-Term Incentive Plan previously filed in the Company's
Registration Statement on Form S-8 No.333-28607, dated June 6,
1997, which is incorporated herein by reference.
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
June 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: July 31, 1997 By: /s/ Joseph C. Stokes, Jr.
-------------------------------
Joseph C. Stokes, Jr.
Sr. 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 June 30, 1997 and the related
consolidated statement of income for the three-month and six-month periods ended
June 30, 1997 and 1996, and the related condensed consolidated statement of cash
flows for the six-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.
Rockville, Maryland
July 10, 1997
10
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Page
------
<S> <C>
Exhibit 10 The Company's 1997 Long-Term Incentive Plan -
previously filed from the Company's Registration
Statement on Form S-8 No. 333-28607, dated
June 6, 1997, which is incorporated herein by
reference
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
</TABLE>
11
<PAGE>
EXHIBIT 11
----------
LIFE TECHNOLOGIES, INC.
STATEMENT RE COMPUTATION OF PRIMARY PER SHARE EARNINGS
------------------------------------------------------
for the three and six months ended
June 30, 1997 and 1996
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------------------- ------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $ 8,338 $ 8,295 $16,176 $14,977
======= ======= ======= =======
Weighted average shares
outstanding 23,137 22,860 23,061 22,833
Weighted average effect of
common stock equivalents 735 575 773 536
------- ------- ------- -------
23,872 23,435 23,834 23,369
======= ======= ======= =======
Primary net income per share $ .35 $ .35 $ .68 $ .64
======= ======= ======= =======
</TABLE>
12
<PAGE>
EXHIBIT 11
----------
LIFE TECHNOLOGIES, INC.
STATEMENT RE COMPUTATION OF FULLY DILUTED PER SHARE EARNINGS
------------------------------------------------------------
for the three and six months ended
June 30, 1997 and 1996
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30 June 30
------------------- ------------------
1997 1996 1997 1996
------- ------- ------- -------
<S> <C> <C> <C> <C>
Net income $ 8,338 $ 8,295 $16,176 $14,977
======= ======= ======= =======
Weighted average shares
outstanding 23,137 22,860 23,061 22,833
Weighted average effect of
common stock equivalents 753 663 800 672
------- ------- ------- -------
23,890 23,523 23,861 23,505
======= ======= ======= =======
Fully diluted net income
per share $ .35 $ .35 $ .68 $ .64
======= ======= ======= =======
Primary net income per share $ .35 $ .35 $ .68 $ .64
======= ======= ======= =======
</TABLE>
13
<PAGE>
EXHIBIT 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated July 10, 1997 on our review of interim
financial information of Life Technologies, Inc. (the Company) for the three-
month and six-month periods ended June 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, 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.
Rockville, Maryland
July 10, 1997
14
<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> JUN-30-1997
<CASH> 19,139
<SECURITIES> 0
<RECEIVABLES> 63,988
<ALLOWANCES> 1,548
<INVENTORY> 63,503
<CURRENT-ASSETS> 154,325
<PP&E> 141,949
<DEPRECIATION> 47,296
<TOTAL-ASSETS> 272,935
<CURRENT-LIABILITIES> 59,735
<BONDS> 4,612
0
0
<COMMON> 232
<OTHER-SE> 196,867
<TOTAL-LIABILITY-AND-EQUITY> 272,935
<SALES> 164,724
<TOTAL-REVENUES> 165,531
<CGS> 75,185
<TOTAL-COSTS> 75,185
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 32
<INCOME-PRETAX> 25,823
<INCOME-TAX> 9,296
<INCOME-CONTINUING> 16,176
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 16,176
<EPS-PRIMARY> 0.68
<EPS-DILUTED> 0.68
</TABLE>
