<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, 1998
--------------------------------
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) 610-8000
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 Nov. 3, 1998
----- ---------------------------
Common Stock, par value $.01 per share 23,770,344 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
Sept. 30 Sept. 30
----------------------- -----------------------
1998 1997 1998 1997
----------- ---------- ----------- ----------
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Revenues:
Net sales $89,084 $83,243 $268,983 $247,967
Net royalties 518 430 1,644 1,237
------- ------- -------- --------
89,602 83,673 270,627 249,204
Operating expenses:
Cost of sales 40,833 38,126 124,610 113,311
Marketing and 30,116 27,551 88,519 81,586
administrative
Research and development 5,334 5,567 16,015 16,197
------- ------- -------- --------
Total operating expenses 76,283 71,244 229,144 211,094
------- ------- -------- --------
Operating income 13,319 12,429 41,483 38,110
Other income (expense):
Investment income 161 126 435 300
Interest expense (28) (16) (46) (48)
------- ------- -------- --------
Total other income 133 110 389 252
------- ------- -------- --------
Income before income taxes 13,452 12,539 41,872 38,362
Income taxes 4,583 4,514 14,530 13,810
------- ------- -------- --------
Income before minority 8,869 8,025 27,342 24,552
interests
Minority interests (115) (152) (516) (503)
------- ------- -------- --------
Net income $ 8,754 $ 7,873 $ 26,826 $ 24,049
======= ======= ======== ========
Earnings per share:
Basic $0.37 $0.34 $1.14 $1.04
Diluted $0.36 $0.33 $1.11 $1.01
Average shares outstanding
Basic 23,668 23,243 23,564 23,122
Diluted 24,209 23,970 24,118 23,882
Dividends declared per share $ 0.05 $ 0.05 $ 0.15 $ 0.13
</TABLE>
Amounts are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
Part I - Financial Statements (continued)
CONSOLIDATED BALANCE SHEET
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
September 30, December 31,
1998 1997
------------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 27,117 $ 19,076
Accounts receivable, net 70,540 58,096
Inventories:
Materials and supplies 13,391 12,082
In process and finished 61,418 57,614
LIFO reserve (1,258) (1,633)
-------- --------
Total inventory 73,551 68,063
Prepaid expenses 5,423 4,485
Current deferred tax assets 5,662 5,738
-------- --------
Total current assets 182,293 155,458
Property, plant and equipment 164,336 151,369
Less accumulated depreciation (57,623) (51,271)
-------- --------
Total property, plant and equipment 106,713 100,098
Investments and other assets 12,865 12,353
Excess of cost over net assets of
businesses acquired, net 11,118 12,365
-------- --------
Total assets $312,989 $280,274
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 962 $ 2,976
Accounts payable 24,246 21,420
Accrued and deferred income taxes 7,642 7,237
Accrued liabilities and expenses 24,857 22,898
-------- --------
Total current liabilities 57,707 54,531
Long-term debt - 4,564
Pension liabilities 7,897 5,768
Deferred income taxes 3,745 3,695
Minority interests 3,343 2,992
Stockholders' equity:
Common stock 237 234
Additional paid-in capital 61,901 54,503
Retained earnings 184,971 161,689
Accumulated other comprehensive income (6,812) (7,702)
-------- --------
Total stockholders' equity 240,297 208,724
-------- --------
Total liabilities and stockholders' equity $312,989 $280,274
======== ========
</TABLE>
Amounts as of September 30, 1998 are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
Part I - Financial Statements (continued)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
<TABLE>
<CAPTION>
Nine months ended
September 30
-------------------
1998 1997
-------- --------
<S> <C> <C>
CASH INFLOWS (OUTFLOWS)
Operations:
Net income $ 26,826 $ 24,049
Non-cash items:
Depreciation and amortization 10,805 9,105
Other 39 (465)
Changes in assets and liabilities (8,097) (4,385)
-------- --------
29,573 28,304
Investments:
Capital expenditures (21,098) (20,271)
Acquisitions (1,047) (914)
-------- --------
(22,145) (21,185)
Financing:
Dividends paid (3,525) (2,765)
Proceeds from exercise of stock options 5,230 3,164
Short-term borrowings (net) (1,865) 928
Long-term loan repayments (23) (483)
-------- --------
(183) 844
Effect of exchange rate changes on cash 796 (1,199)
-------- --------
Increase in cash and cash equivalents 8,041 6,764
Cash and cash equivalents at beginning of period 19,076 15,326
-------- --------
Cash and cash equivalents at end of period $ 27,117 $ 22,090
======== ========
Amounts are unaudited.
</TABLE>
STATEMENT OF COMPREHENSIVE INCOME
(amounts in thousands)
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30 September 30
------------------ -------------------
1998 1997 1998 1997
------- ------- -------- --------
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Net income $ 8,754 $ 7,873 $ 26,826 $ 24,049
Other comprehensive income
Currency translation effects 2,040 (2,469) 890 (6,181)
------- ------- -------- --------
Comprehensive income $10,794 $ 5,404 $ 27,716 $ 17,868
======= ======= ======== ========
</TABLE>
Amounts are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
4
<PAGE>
Notes To Financial Statements:
- -----------------------------
BASIS OF PRESENTATION
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, 1998
are not necessarily indicative of the results for the year ending December 31,
1998. Certain amounts for the 1997 periods have been reclassified to conform to
and be consistent with the 1998 presentation.
EARNINGS PER SHARE
Basic earnings per common share have been computed by dividing net income by the
weighted-average number of common shares outstanding during the period. Diluted
earnings per common share have been computed by dividing net income by the
weighted-average number of common shares outstanding plus an assumed increase in
common shares outstanding for dilutive securities.
The following table reconciles the weighted average number of common shares
outstanding during each period for basic earnings per share with the comparable
amount for diluted earnings per share.
<TABLE>
<CAPTION>
Three months ended Nine months ended
September 30, September 30,
------------------ -----------------
1998 1997 1998 1997
-------- -------- -------- -------
(amounts in thousands)
<S> <C> <C> <C> <C>
Weighted average shares outstanding-basic 23,668 23,243 23,564 23,122
Stock options 541 727 554 760
------ ------ ------ ------
Weighted average shares outstanding-diluted 24,209 23,970 24,118 23,882
====== ====== ====== ======
</TABLE>
COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted SFAS No. 130, Reporting Comprehensive
Income, which requires additional disclosures with respect to certain changes in
assets and liabilities that previously were not required to be reported as
results of operations for the period.
U.S. and international withholding taxes have not been provided on undistributed
earnings of foreign subsidiaries. The Company remits only those earnings which
are considered to be in excess of the reasonably anticipated working capital
needs of the foreign subsidiaries, with the balance considered to be permanently
reinvested in the operations of such subsidiaries. It is impractical to
estimate the total tax liability, if any, until such a distribution is made.
The following are included as components of Accumulated Other Comprehensive
Income.
Foreign currency translation
=============================
(amounts in thousands)
Beginning balance (January 1, 1998) $(7,702)
Current period change 890
---------
Ending balance (September 30, 1998) $(6,812)
=========
5
<PAGE>
Part I - (continued)
CONTINGENCIES
On July 9, 1998, following the public announcement by The Dexter Corporation
(Dexter), the beneficial owner of approximately 52% of the Company's outstanding
common stock, of its intent at such time to acquire the approximately 11.3
million shares of Company common stock that Dexter did not own, at a price of
$37 per share in cash (approximately $420 million, excluding payment for vested
stock options), subject to certain conditions, several lawsuits purporting to be
brought as class actions on behalf of the Company's public stockholders were
filed against the Company, Dexter and the Company's directors in the Court of
Chancery of the State of Delaware. In September 1998 these lawsuits were
consolidated into a single action, titled In re Life Technologies, Inc.
Shareholders Litigation, (Consolidated Civil Action No. 16513). The complaint in
the consolidated action alleges, among other things, that the defendants have
breached and/or may breach their respective fiduciary duties and seeks to
enjoin, preliminarily and permanently, the proposed acquisition and to recover
monetary damages and costs. The action is now in the discovery phase.
Management believes it is not possible at this time to predict the final outcome
of this action or whether the ultimate resolution of this matter could
materially affect the Company's results of operations, cash flows or financial
position.
The financial data included herein have been reviewed by the Company's
independent public accountants, PricewaterhouseCoopers LLP, 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 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.
6
<PAGE>
Part I - (continued)
RESULTS OF OPERATIONS
THIRD QUARTER RESULTS
Revenues were $89.6 million in the third quarter of 1998, an increase of 7% over
the third quarter of 1997. Net sales of products other than fetal bovine serum
(FBS) increased by $7.8 million, or 11%, when comparing the third quarter of
1998 with the comparable period of 1997 and excluding the effect of changes due
to different currency translation rates. Third quarter 1998 FBS net sales
decreased $0.4 million on a currency comparable basis as unit sales increased 2%
and average unit selling prices decreased 6%. FBS sales represented 11% of net
sales in the third quarter of 1998 compared with 13% in the third quarter of
1997. Net sales in the third quarter of 1998 were $1.6 million, or 2%, lower
than they would have been at exchange rates in effect in the third quarter of
1997. Royalty income was $0.5 million in the third quarter of 1998 compared
with $0.4 million in the third quarter of 1997.
Gross margins were 54.2% of net sales in both the third quarter of 1998 and
1997. Marketing and administrative expenses were 33.8% of net sales in the
third quarter of 1998 and 33.1% in the third quarter of 1997. Third quarter
1998 marketing and administrative expenses include $0.3 million related to the
proposal by Dexter Corporation, announced on July 7, 1998, to acquire, for $37
per share, the shares of the Company it does not already own.
Income taxes were 34.1% of income before taxes in the third quarter of 1998
compared with 36.0% of income before taxes in the third quarter of 1997. The
effective income tax rate was lower in the 1998 period principally due to the
realization of a higher proportion of taxable income in countries with lower tax
rates as well as greater benefits from tax credits recognized in the 1998
period.
Net income of $8.8 million in the third quarter of 1998 was an increase of 11%
over the third quarter of 1997. Diluted earnings per share of $0.36 in the
third quarter of 1998 were 9% greater than diluted earnings per share of $0.33
in the comparable period of 1997. Excluding approximately $0.3 million of
expenses related to Dexter Corporation's proposal to acquire the shares of Life
Technologies it does not already own, net income was $8.9 million, an increase
of 14%, and diluted net income per share was $0.37, an increase of 12% over the
comparable period in 1997.
NINE MONTHS RESULTS
Revenues in the first nine months of 1998 were $270.6 million, an increase of 9%
compared with revenues of $249.2 million in the comparable period of 1997. Net
sales of products other than FBS increased $27.8 million, or 13%, in the first
nine months of 1998 compared with the first nine months of 1997 and
7
<PAGE>
Part I - (continued)
excluding the effect of changes due to different currency translation rates. FBS
net sales increased $0.1 million on a currency comparable basis as unit sales
increased 4% and average unit selling prices decreased 4%. FBS sales
represented 12% of net sales in the first nine months of 1998 compared with 13%
of net sales in the comparable period of 1997. The effect of changes in
currency exchange rates reduced net sales in the first nine months of 1998 by
$6.9 million, or 3%, when compared with the first nine months of 1997. Royalty
income was $1.6 million for the first nine months of 1998 compared with $1.2
million in last year's comparable period.
Gross margins were 53.7% in the first nine months of 1998 compared with 54.3% in
the comparable 1997 period. Marketing and administrative expenses were 32.9% of
net sales in both the first nine months of 1998 and 1997. Income taxes were
34.7% of income before taxes in the first nine months of 1998 compared with
36.0% of income before taxes in the first nine months of 1997.
For the first nine months of 1998, net income of $26.8 million increased 12%
over 1997. Diluted earnings per share for the nine months ended September 30,
1998 were $1.11, an increase of 10% compared with the first nine months of 1997.
LIQUIDITY AND CAPITAL RESOURCES
Operating activities provided $29.6 million in cash during the first nine months
of 1998. Net income after adjustments for depreciation and amortization was the
principal source of cash from operations in 1998. Working capital increases
were the principal use of cash from operations and were consistent with the
Company's increase in sales levels during the year.
The Company paid $21.1 million for capital expenditures in the first nine months
of 1998. Capital expenditures included $4.6 million for the exercise of an
option to purchase land under a capital lease. The Company also paid $1.0
million in deferred purchase payments related to the 1996 acquisition of Custom
Primers Inc.
Cash used for financing activities included $3.5 million for quarterly dividend
payments in the first nine months of 1998. The Company paid $1.9 million to
reduce outstanding loans to several banks and reduce the principal balance on a
capital lease. The Company received $5.2 million from the exercise of stock
options.
The Company is in the process of replacing its core financial, order
entry/distribution, and manufacturing systems at its major locations worldwide.
The Company has been advised by its software vendor that the release/version of
the software being implemented by the Company is Year 2000 compliant. The
Company began the installation of this Year 2000 compliant worldwide software in
the first quarter of 1998 in the United States, and currently expects U.S.
installation to be complete in the third quarter of 1999. The Company plans to
complete internal testing and external validation
8
<PAGE>
Part I - (continued)
of Year 2000 compliance with respect to this system during the third quarter of
1999. The Company also currently expects to have these new systems
installed in Europe and in the Asia/Pacific region by the end of the second
quarter 1999, and to test and validate these systems by the end of the century.
The Company plans to certify software currently in use at other sites and not
replaced by the new systems for Year 2000 compliance by the end of the third
quarter of 1999. Although the Company decided to replace these core systems
several years ago for reasons unrelated to Year 2000 concerns, a portion of the
overall project relates to an unanticipated software upgrade implemented
specifically to address Year 2000 issues. Due to the significant amount of time
and effort expended for overall systems replacement activities, it is difficult
to calculate the actual costs specifically attributable to the Year 2000
software upgrade portion of the project. However, the Company estimates that
the cost of this upgrade (which represents costs incurred to date directly
related to Year 2000 remediation efforts) approximates $0.4 million.
The Company is also implementing a comprehensive project plan to identify other
internal and external systems which may require modification or upgrade to be
made Year 2000 compliant. A complete inventory and assessment of these systems
is expected to be concluded by the end of 1998. Remediation and testing of non-
Year 2000 compliant systems is expected to be completed by the end of the third
quarter 1999. As part of this project, the Company expects to develop
contingency plans by the third quarter of 1999 which identify workarounds in the
event of a malfunction of a system designated as a priority system at the
inventory stage. In addition, the Company is in the process of identifying
suppliers of key goods and services to all business areas, and requesting
information about their Year 2000 readiness. The Company plans to evaluate this
information on a continuing basis into Year 2000, and to develop contingency
plans where the information provided raises significant concerns about a
vendor's ability to supply the Company on an uninterrupted basis during the Year
2000 transition. As of September 30, 1998, no cost has been incurred related to
this part of the project. It is not anticipated that there will be any costs
related to this part of the project in 1998. A separate budget of $2.0 million
has been submitted for Year 2000 compliance expenditures associated with this
project over the next three years. The Company believes that the cost of
modifications necessary to become Year 2000 compliant will not be material.
There can be no assurance, however, that the Company will be able to identify
all aspects of its business that are subject to Year 2000 problems, or identify
Year 2000 problems of customers or suppliers that affect the Company's business.
There also can be no assurance that the Company's software vendors are correct
in their assertions that the software is Year 2000 compliant or that the
Company's estimate of the costs of systems preparation for Year 2000 compliance
will prove ultimately to be accurate.
Capital expenditures in 1998 are expected to range from $27-30 million of which
$15-18 million is for facility upgrades and expansions with the balance of
expected 1998 capital expenditures for new and replacement machinery, equipment
and management information systems.
9
<PAGE>
Part I - (continued)
The Company is actively evaluating licensing possibilities, as well as
acquisition candidates which complement the Company's core cell and molecular
biology and cell culture product lines. The Company believes it will be able to
generate sufficient cash from its operations and its existing credit facility to
meet all its anticipated cash requirements in 1998 apart from any significant
business acquisition which may occur and which may be financed using cash from
operations, debt, equity, or other sources.
NEW ACCOUNTING PRONOUNCEMENT
The Financial Accounting Standards Board has issued, SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information, which became effective
for reporting periods beginning after December 15, 1997. Interim reporting is
not required under SFAS No. 131 prior to adoption. SFAS No. 131, Disclosures
about Segments of an Enterprise and Related Information, requires financial and
descriptive information with respect to "operating segments" of an entity based
on the way management disaggregates the entity for making internal operating
decisions. The Company will begin making the disclosures required by SFAS No.
131 with financial statements for the period ending December 31, 1998. There
will be no financial impact from the adoption of SFAS No. 131. SFAS No. 131 has
a disclosure impact, as there will be further disclosures, as results are
disaggregated.
The Financial Accounting Standards Board has issued, SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities, which becomes effective for
years beginning after June 15, 1999. SFAS No. 133, Accounting for Derivative
Instruments and Hedging Activities, requires that every derivative instrument be
recorded in the balance sheet as either an asset or liability measured at its
fair value. The statement requires that changes in the derivative's fair value
be recognized in earnings unless specific hedge accounting criteria are met.
The Company believes that the effect of adoption of SFAS No. 133 will not be
material.
Item 3. Quantitative and Qualitative Disclosures About Market Risks - Not
-----------------------------------------------------------
Applicable.
10
<PAGE>
PART II - OTHER INFORMATION
------- -----------------
Item 1. Legal Proceedings
-----------------
On July 9, 1998, following the public announcement by The Dexter Corporation
(Dexter), the beneficial owner of approximately 52% of the Company's outstanding
common stock, of its intent at such time to acquire the approximately 11.3
million shares of Company common stock that Dexter did not own, at a price of
$37 per share in cash (approximately $420 million, excluding payment for vested
stock options), subject to certain conditions, several lawsuits purporting to be
brought as class actions on behalf of the Company's public stockholders were
filed against the Company, Dexter and the Company's directors in the Court of
Chancery of the State of Delaware. In September 1998 these lawsuits were
consolidated into a single action, titled In re Life Technologies, Inc.
Shareholders Litigation, (Consolidated Civil Action No. 16513). The complaint
in the consolidated action alleges, among other things, that the defendants have
breached and/or may breach their respective fiduciary duties and seeks to
enjoin, preliminarily and permanently, the proposed acquisition and to recover
monetary damages and costs. The action is now in the discovery phase.
Item 2. Changes in Securities and Use of Proceeds - 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 - None.
-----------------
Item 6. Exhibits and Reports on Form 8-K
--------------------------------
(a) Exhibits:
15. Letter re unaudited interim financial statements.
27. Financial data schedule
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K dated July 16, 1998
reporting (i) the receipt by the Company of a written proposal from
Dexter Corporation ("Dexter") to acquire the approximately 11.3
million shares of Company common stock that Dexter did not own, at a
price of $37 per share in cash (the "Proposal"), (ii) the formation of
a special committee of independent directors to consider the Proposal,
and (iii) the filing of a lawsuit against the Company, Dexter and the
Company's directors in the Court of Chancery of the State of Delaware
by Ellis Investments, Ltd., a stockholder of the Company, who was
seeking class action certification for its lawsuit, alleging, among
other things, that the defendants then have breached and/or may breach
their respective fiduciary duties and seeking to enjoin, preliminarily
and permanently, the proposed transaction.
11
<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 thereunto duly authorized.
LIFE TECHNOLOGIES, INC.
Date: Nov. 6, 1998 By:
---------------------------------
Joseph C. Stokes, Jr.
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer
and Authorized Signatory)
By:
----------------------------------
C. Eric Winzer
Controller
(Principal Accounting
Officer)
12
<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 thereunto duly authorized.
LIFE TECHNOLOGIES, INC.
Date: Nov. 6, 1998 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)
13
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
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, 1998, and the
related consolidated statements of income and comprehensive income for the
three-month and nine-month periods ended September 30, 1998 and 1997, and the
related condensed consolidated statement of cash flows for the nine-month
periods then ended. These financial statements are the responsibility of the
Company's management.
We conducted our reviews 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, 1997, 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
23, 1998, we expressed an unqualified opinion on those consolidated financial
statements.
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
McLean, Virginia
October 12, 1998
14
<PAGE>
EXHIBIT INDEX
-------------
Page
----
Exhibit 15 Letter re unaudited interim financial information 15
Exhibit 27 Financial data schedule 17
15
<PAGE>
EXHIBIT 15
----------
LETTER RE UNAUDITED INTERIM FINANCIAL INFORMATION
-------------------------------------------------
<PAGE>
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated October 12, 1998 on our review of interim
financial information of Life Technologies, Inc. (the Company) for the three-
month and nine-month periods ended September 30, 1998 and 1997, 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/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
McLean, Virginia
November 5, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AND INCOME STATEMENT AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> SEP-30-1998
<CASH> 27,117
<SECURITIES> 0
<RECEIVABLES> 72,184
<ALLOWANCES> 1,644
<INVENTORY> 73,551
<CURRENT-ASSETS> 182,293
<PP&E> 164,336
<DEPRECIATION> 57,623
<TOTAL-ASSETS> 312,989
<CURRENT-LIABILITIES> 57,707
<BONDS> 0
0
0
<COMMON> 237
<OTHER-SE> 240,060
<TOTAL-LIABILITY-AND-EQUITY> 312,989
<SALES> 268,983
<TOTAL-REVENUES> 270,627
<CGS> 124,610
<TOTAL-COSTS> 124,610
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 46
<INCOME-PRETAX> 41,872
<INCOME-TAX> 14,530
<INCOME-CONTINUING> 26,826
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 26,826
<EPS-PRIMARY> 1.14
<EPS-DILUTED> 1.11
</TABLE>
