<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, 1999
---------------------
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)
<TABLE>
<CAPTION>
<S> <C>
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)
</TABLE>
--------------
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.
<TABLE>
<CAPTION>
<S> <C>
Class Outstanding at July 27, 1999
----- ----------------------------
Common Stock, par value $.01 per share 24,947,417 shares
================================================================================
</TABLE>
<PAGE>
PART I
------
FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
--------------------
LIFE TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF INCOME
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------------ -----------------------
1999 1998 1999 1998
-------- -------- -------- --------
<S> <C> <C> <C> <C>
Revenues:
Net sales $ 99,814 $91,544 $199,351 $179,899
Net royalties 497 689 944 1,126
-------- -------- -------- --------
100,311 92,233 200,295 181,025
Operating expenses:
Cost of sales 45,187 42,756 89,470 83,634
Marketing and 34,137 29,368 66,711 58,403
administrative
Research and development 6,096 5,489 11,933 10,681
-------- ------- -------- --------
Total operating expenses 85,420 77,613 168,114 152,718
-------- ------- -------- --------
Operating income 14,891 14,620 32,181 28,307
Other income (expense), net 480 175 (213) 113
-------- ------- -------- --------
Income before income taxes 15,371 14,795 31,968 28,420
Income taxes 5,381 5,178 11,189 9,947
-------- ------- -------- --------
Income before minority 9,990 9,617 20,779 18,473
interests
Minority interests (234) (170) (531) (401)
-------- ------- -------- --------
Net income $ 9,756 $ 9,447 $ 20,248 $ 18,072
======== ======= ======== ========
Earnings per share:
Basic $0.39 $0.40 $0.81 $0.77
Diluted $0.39 $0.39 $0.81 $0.75
Average shares outstanding:
Basic 24,947 23,575 24,946 23,511
Diluted 25,016 24,122 25,014 24,076
Dividends declared per share $0.05 $0.05 $0.10 $0.10
</TABLE>
Amounts are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
2
<PAGE>
Part I - Financial Statements (continued)
LIFE TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(amounts in thousands, except per share data)
<TABLE>
<CAPTION>
June 30, December 31,
1999 1998
-------- ------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 42,494 $ 56,047
Trade accounts receivable, net 76,585 67,797
Inventories:
Materials and supplies 12,247 12,946
In process and finished 68,394 62,793
LIFO reserve (1,483) (1,420)
-------- --------
Total inventory 79,158 74,319
Prepaid and other current assets 15,223 16,121
Current deferred tax assets 5,891 5,871
-------- --------
Total current assets 219,351 220,155
Property, plant and equipment 182,529 159,540
Less accumulated depreciation (58,086) (52,166)
-------- --------
Total property, plant and equipment 124,443 107,374
Investments and other assets 20,492 15,392
Excess of cost over net assets of
businesses acquired, net 11,542 10,666
-------- --------
Total assets $375,828 $353,587
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term debt $ 1,431 $ 2,210
Accounts payable 23,692 23,916
Accrued and deferred income taxes 9,075 2,755
Accrued liabilities and expenses 28,386 30,871
-------- --------
Total current liabilities 62,584 59,752
Long-term debt 3,368 -
Pension liabilities 10,703 9,103
Deferred income taxes 5,485 5,173
Minority interests 3,569 3,451
Stockholders' equity:
Common stock 249 249
Additional paid-in capital 94,198 94,067
Retained earnings 205,956 188,202
Accumulated other comprehensive income (loss) (10,284) (6,410)
-------- --------
Total stockholders' equity 290,119 276,108
-------- --------
Total liabilities and stockholders' equity $375,828 $353,587
======== ========
</TABLE>
Amounts as of June 30, 1999 are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
3
<PAGE>
Part I - Financial Statements (continued)
LIFE TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(amounts in thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
------------------------
1999 1998
-------- --------
<S> <C> <C>
CASH INFLOWS (OUTFLOWS)
Operations:
Net income $ 20,248 $ 18,072
Non-cash items:
Depreciation and amortization 8,002 7,093
Other 600 (423)
Changes in assets and liabilities (9,304) (5,181)
-------- --------
19,546 19,561
Investments:
Capital expenditures (19,426) (17,430)
Acquisitions, net of cash acquired (12,578) (1,047)
-------- --------
(32,004) (18,477)
Financing:
Dividends paid (2,493) (2,345)
Proceeds from exercise of stock options 1,625 3,168
Short-term debt, net (1,272) (1,371)
Repayment of long-term debt - (23)
New long-term debt 419 -
-------- --------
(1,721) (571)
Effect of exchange rate changes on cash 626 774
-------- --------
Increase (decrease) in cash and cash equivalent (13,553) 1,287
Cash and cash equivalents at beginning of period 56,047 19,076
-------- --------
Cash and cash equivalents at end of period $ 42,494 $ 20,363
======== ========
</TABLE>
Amounts are unaudited.
The accompanying notes are an integral part of these condensed consolidated
financial statements.
STATEMENT OF COMPREHENSIVE INCOME
(amounts in thousands)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
------------------ ---------------------
1999 1998 1999 1998
------- -------- -------- --------
<S> <C> <C> <C> <C>
Net income $ 9,756 $ 9,447 $ 20,248 $ 18,072
Other comprehensive income
Currency translation effects (1,775) (1,649) (3,874) (1,150)
------- ------- -------- --------
Comprehensive income $ 7,981 $ 7,798 $ 16,374 $ 16,922
======= ======= ======== ========
</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 six-month period ended June 30, 1999 are not necessarily
indicative of the results for the year ending December 31, 1999.
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 Six months ended
June 30, June 30,
------------------ ----------------
(amounts in thousands) 1999 1998 1999 1998
============================================= ====== ====== ====== ======
<S> <C> <C> <C> <C>
Weighted average shares outstanding-basic 24,947 23,575 24,946 23,511
Stock options 69 547 68 565
- --------------------------------------------- ------ ------ ------ ------
Weighted average shares outstanding-diluted 25,016 24,122 25,014 24,076
============================================= ====== ====== ====== ======
</TABLE>
COMPREHENSIVE INCOME
The following are included as components of Accumulated Other Comprehensive
Income.
<TABLE>
<CAPTION>
(amounts in thousands) Foreign currency translation
====================== ============================
<S> <C>
Beginning balance (January 1, 1999) $(6,410)
Current period change (3,874)
- --------------------- --------
Ending balance (June 30, 1999) $(10,284)
============================== ========
</TABLE>
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.
5
<PAGE>
Part I - (continued)
SEGMENT REPORTING AND RELATED INFORMATION
The Company has four operating segments. The Americas Research segment serves
universities, medical research centers, government institutions and other
related "not-for-profit" research institutions in the United States as well as
all customers in Canada, Mexico, Latin and South America. The U.S.
Bioindustrial segment delivers products and services to biotechnology,
pharmaceutical, chemical and related "for-profit" companies in the United
States. The European segment serves customers in Europe, Africa and the Middle
East. The Asia Pacific segment serves customers in Asia, including Japan,
Australasia, China and India. All four of the operating segments offer
essentially the same products and services.
Intercompany transactions between geographic areas are eliminated prior to
reporting operating segment financial information to the chief operating
decision maker. All profit related to intercompany transactions between
geographic areas is reported in the operating segment in which the sale to the
Company's trade customer occurs. Expenses related to developing and managing
the Company's product and service offerings, as well as some expenses managed
globally or not related to operating segments, are not included in operating
segment results.
Operating segment revenues for the periods ended June 30, 1999 and 1998 were as
follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------------------- --------------------
(amounts in thousands) 1999 1998 1999 1998
- ------------------------ -------- -------- -------- --------
<S> <C> <C> <C> <C>
Americas Research $ 35,030 $32,694 $ 68,675 $ 64,128
U.S. Bioindustrial 20,443 18,142 40,416 35,036
Europe 32,063 29,995 64,548 58,699
Asia Pacific 12,278 10,702 25,712 22,018
Other 497 700 944 1,144
- ------------------------ -------- ------- -------- --------
Total Revenue $100,311 $92,233 $200,295 $181,025
======================== ======== ======= ======== ========
</TABLE>
Operating segment profit and a reconciliation to reported operating income for
the periods ended June 30, 1999 and 1998 were as follows:
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
--------------------- ---------------------
(amounts in thousands) 1999 1998 1999 1998
- ---------------------------- -------- ------- -------- --------
<S> <C> <C> <C> <C>
Americas Research $ 12,873 $12,060 $ 25,412 $ 23,123
U.S. Bioindustrial 7,516 7,375 14,972 13,607
Europe 8,923 7,678 18,865 14,769
Asia Pacific 2,627 2,711 6,679 5,872
Research and development (6,096) (5,489) (11,933) (10,681)
Other non-segment expenses (10,952) (9,715) (21,814) (18,383)
- ---------------------------- -------- ------- -------- --------
Operating income $ 14,891 $14,620 $ 32,181 $ 28,307
============================ ======== ======= ======== ========
</TABLE>
6
<PAGE>
Part I - (continued)
BUSINESS ACQUISITIONS
On May 17, 1999, the Company acquired the process chromatography and research
products businesses of BioSepra Inc., in an all cash transaction of $11.4
million, net of cash acquired. Based upon the net assets purchased and the net
cash paid of $11.4 million, the Company recorded $1.7 million in goodwill and
$2.9 million in other intangibles. The intangibles will be amortized over a ten
year period on a straight-line basis. The purchase price is subject to final
contractual post closing adjustments. Sales of $720,000 and pretax losses of
$325,000 are included in the financial statements presented herein. BioSepra
Inc., reported revenue of $2.6 million and a net loss of $1.0 million for the
three month period ended March 31, 1999.
CONTINGENCIES
The Company is subject to potential liability under government regulations,
contractual and other matters and legal actions which are pending or may be
asserted. These matters have arisen in the ordinary course and conduct of the
Company's business and some are expected to be covered, at least partly, by
insurance. Estimated amounts for claims that are probable and can be reasonably
estimated are reflected as liabilities of the Company. The ultimate resolution
of these matters is subject to many uncertainties. It is reasonably possible
that some of the matters which are pending or may be asserted could be decided
unfavorably to the Company. These matters, if resolved in a manner unfavorable
to the Company, could have a material adverse effect on the Company's
consolidated financial position, operating results or cash flows when resolved
in a future reporting period.
AUDITORS' REPORT
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, adverse rulings or
7
<PAGE>
Part I - (continued)
other developments in litigation with respect to intellectual property rights
pertaining to the Company's products and services, as well as other risks
detailed in the Company's filings with the Securities and Exchange Commission.
Results of Operations
Second Quarter Results
Revenues were $100.3 million in the second quarter of 1999, an increase of 9%
compared with revenues of $92.2 million in the second quarter of 1998. Net
sales for the second quarter of 1999 were $99.8 million, an increase of $8.3
million, or 9%, over the second quarter of 1998. Revenues for the U.S.
Bioindustrial segment increased 13%. Revenues for the European segment
increased 7%, which included a $1.0 million, or 3%, reduction related to the
effect of changes in currency exchange rates. Revenues for the Asia Pacific
segment increased 15%, which included a $0.8 million, or 8%, increase related to
the effect of changes in currency exchange rates. Revenues for the Americas
Research segment increased 7%, which included a $0.3 million, or 1%, reduction
related to the effect of changes in currency exchange rates.
In the second quarter of 1999, sales of products other than fetal bovine serum
(FBS) increased by $8.4 million, or 10%, when compared with the second quarter
of 1998 and excluding the effect of changes due to different currency exchange
rates and an acquired business. FBS net sales declined $0.3 million on a
currency comparable basis when comparing the second quarter of 1999 with the
second quarter for 1998 as unit sales decreased approximately 2%. FBS sales
represented 11% of net sales in the second quarter of 1999 compared with 12% of
net sales in the comparable period of 1998. Sales for a business acquired
during the second quarter of 1999 were $0.7 million. The effect of changes in
currency exchange rates decreased net sales in the second quarter of 1999 by
$0.5 million, or 0.6%, when compared with the second quarter of 1998.
Gross margins were 54.7% of net sales in the second quarter of 1999 compared
with 53.3% of net sales in the second quarter of 1998. Gross margins improved
in the 1999 period due to lower unit costs and a favorable change in product
mix. FBS gross margins declined in the second quarter of 1999 compared with the
second quarter of 1998 as unit costs increased and unit selling prices
decreased.
Marketing and administrative expenses were 34.2% of net sales in the second
quarter of 1999 and 32.1% of net sales in the comparable period of 1998. The
increase in marketing and administrative expenses as a percentage of net sales
is principally related to increased legal expenses and expenditures in
connection with the substantial completion of the last major phase of the
Company's management information system conversion. Marketing and administrative
expenses as a percentage of sales also increased as a result of the inclusion of
the Company's newly-acquired chromatography and research products business in
the Company's financial results. Research and development expenses were $6.1
million in the second quarter of 1999, representing an 11% increase over the
comparable period in 1998. Other income, net was $0.5 million in the second
quarter of 1999 compared with $0.2 million in the second
8
<PAGE>
Part I - (continued)
quarter of 1998. The increase in other income, net was principally due to higher
investment income in the 1999 period.
Operating income of $14.9 million in the second quarter of 1999 represented a 2%
increase over operating income of $14.6 million in the comparable period in
1998. Net income of $9.8 million in the second quarter of 1999 represented a 4%
increase over net income of $9.4 million reported in the comparable period of
1998. Diluted earnings per share of $0.39 in the second quarter of 1999 were
equal to diluted earnings per share of $0.39 in the second quarter of 1998.
Six Month Results
Revenues in the first half of 1999 were $200.3 million, representing an increase
of 11% compared with revenues of $181.0 million in the first six months of 1998.
Net sales for the first half of 1999 were $199.4 million, an increase of $19.5
million, or 11%, over the first half of 1998. Revenues for the U.S.
Bioindustrial segment increased 15%. Revenues for the European segment
increased 10%, which included a $0.1 million, reduction related to the effect of
changes in currency exchange rates. Revenues for the Asia Pacific segment
increased 17%, which included a $1.3 million, or 6%, increase related to the
effect of changes in currency exchange rates. Revenues for the Americas
Research segment increased 7%, which included a $0.7 million, or 1%, reduction
related to the effect of changes in currency exchange rates.
Net sales of products other than FBS in the first half of 1999 increased $18.7
million, or 12%, compared with the first half of 1998 and excluding the effect
of changes due to different currency translation rates and an acquired business.
FBS net sales declined $0.4 million, or 2%, on a currency comparable basis as
unit sales increased 2% and average unit selling prices decreased 4%. FBS sales
represented 10% of net sales in the first six months of 1999 compared with 12%
of net sales in the comparable period of 1998. Sales for a business acquired
during the second quarter of 1999 were $0.7 million. The effect of changes in
currency exchange rates increased net sales in the first half of 1999 by $0.5
million, or 0.3%, when compared with the first half of 1998.
Gross margins were 55.1% in the first half of 1999 compared with 53.5% in the
comparable 1998 period. Gross margins improved in the 1999 period due to lower
unit costs and a favorable product mix. FBS gross margins improved slightly in
the first half of 1999 compared with the first half of 1998 as unit costs
decreased at a greater rate than unit selling prices.
Marketing and administrative expenses were 33.5% of net sales in the first six
months of 1999 and 32.5% in the comparable period of 1998. The increase in
marketing and administrative expenses as a percentage of net sales is
principally related to increased legal expenses and expenditures in connection
with the substantial completion of the last major phase of the Company's
management information system conversion. The Company reported other non-
operating expenses of $0.2 million in the first half of 1999 compared with
9
<PAGE>
Part I - (continued)
$0.1 million in non-operating income in the comparable period of 1998,
reflecting greater currency exchange losses in the 1999 period.
Operating income for the first half of 1999 was $32.2 million, representing a
14% increase when compared with operating income of $28.3 million in the first
six months of 1998. For the first six months of 1999, net income of $20.2
million increased 12% over 1998. Diluted earnings per share for the first half
of 1999 were $0.81, an increase of 8% compared with the first half of 1998.
Impact of the Year 2000
The Company has recently converted its core financial, order entry/distribution,
and manufacturing systems at its major locations worldwide. While the vendor of
the software upon which this system is based is continuing to test the
release/version of the software being implemented by the Company and is making
revisions available to the Company as necessary, the vendor has advised the
Company that the software is generally Year 2000 compliant. The Company plans
to complete internal testing and validation of Year 2000 compliance with
respect to the US system during the third quarter of 1999, and has engaged an
outside consultant with expertise in Year 2000 testing of this type of system to
assist in the testing and validation process. The Company has installed these
new systems in Europe and in the Asia/Pacific region, and expects to test and
validate these systems by late 1999. 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 third quarter of 1999. As previously reported, 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 external costs incurred to date directly related to Year 2000
remediation efforts for this system) approximates $0.1 million.
The Company has also implemented a comprehensive project plan to identify other
internal and external information technology and non-information technology
systems which may require modification or upgrade to be made Year 2000
compliant. An inventory and assessment of these systems was complete by the end
of the second quarter of 1999. Remediation and testing of non-Year 2000
compliant systems was substantially complete by the end of the second quarter of
1999, and is expected to be complete by the end of the third quarter of 1999.
As part of this project, the Company expects to develop and test 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 has identified suppliers of key goods and services to
all business areas, has requested information about their Year 2000 readiness,
and has audited certain key suppliers for Year 2000 readiness.
10
<PAGE>
Part I - (continued)
The Company plans to evaluate the information received from suppliers 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.
The Company believes that the costs necessary to become Year 2000 compliant will
be approximately $2.5 million (principally for capital expenditures), of which
approximately $0.7 million has been spent thus far. 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.
Liquidity and Capital Resources
Operating activities provided $19.5 million in cash during the first six months
of 1999. Net income after adjustments for depreciation and amortization was the
principal source of cash from operations in 1999. Working capital increases
were the principal use of cash from operations.
Investment activity for the first six months includes $19.4 million for capital
expenditures. Also included in investment activity during the first six months
were acquisitions, net of cash acquired of $12.6 million. The acquisitions
include: $11.4 million, net of cash acquired, for a process chromatography and
research products business and $1.1 million in deferred purchase payments
related to the acquisition of Custom Primers Inc.
Financing activities for the first six months include cash outflows of $2.5
million for quarterly dividend payments, and $1.3 million for short-term
borrowing repayments. Cash proceeds include $1.6 million for stock option
exercises and $0.4 million in long-term debt.
Capital expenditures in 1999 are expected to range from $30-35 million, of which
$15-20 million is for facility upgrades and expansions with the balance of
expected 1999 capital expenditures for new and replacement machinery, equipment
and management information systems. The Board of Directors of the Company
decided at its July 21, 1999 meeting to discontinue regular quarterly dividends
on the Company's common stock.
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 1999 apart from any significant
business acquisition which may occur and which may be financed using cash from
operations, debt, equity, or other sources.
11
<PAGE>
Part I - (continued)
New Accounting Pronouncement
The Financial Accounting Standards Board has issued, SFAS No. 137, Accounting
for Derivative Instruments and Hedging Activities Deferral of the Effective
Date of FASB Statement No. 133. This statement amends SFAS No. 133, Accounting
for Derivative Instruments and Hedging Activities to be effective for all fiscal
quarters of all fiscal years beginning after June 15, 2000. 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 have a material effect on the Company's financial
statements.
Item 3. Quantitative and Qualitative Disclosures About Market Risks
-----------------------------------------------------------
Life Technologies is exposed to market risk related to changes in foreign
currency exchange rates, commodity prices, and interest rates, and selectively
uses financial instruments to manage these risks. The Company does not enter
into financial instruments for speculation or trading purposes.
12
<PAGE>
PART II - OTHER INFORMATION
------- -----------------
Item 1. Legal Proceedings
-----------------
In December 1996 Life Technologies, Inc. (the "Company") filed Civil
Action No. AW-96-4080 in the U.S. District Court for the District of
Maryland against Clontech Laboratories, Inc. alleging infringement of
the Company's patents covering H minus reverse transcriptase. On July
16, 1999, the Court issued a decision that the patents in issue are
unenforceable. Clontech has requested that the Court require Life
Technologies to pay Clontech's legal fees and expenses relating to
this action. The Court has not yet ruled on this request. The Company
believes strongly that the Court's decision is inconsistent with well
established legal precedent and plans to pursue vigorously an appeal
to the Court of Appeals for the Federal Circuit.
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
---------------------------------------------------
The Annual Meeting of Stockholders of the Company was held on May 4, 1999, where
the following actions were taken:
(1) Thomas H. Adams, Ph.D., R. Barry Gettins, Ph.D. and Joseph C. Stokes,
Jr. were elected as directors in the class whose term will expire at
the 2002 annual meeting of stockholders, pursuant to the following
vote tabulation:
<TABLE>
<CAPTION>
Name Votes For Votes Withheld
------------- ---------- --------------
<S> <C> <C>
Adams 24,560,950 48,160
Gettins 23,958,315 650,795
Stokes 23,959,283 649,827
</TABLE>
In addition, the following directors continue in office for terms
expiring as indicated: Bruce H. Beatt (2000), Peter G. Kelly (2000),
K. Grahame Walker (2000), Kathleen Burdett (2001), George M.
Whitesides, Ph.D. (2001), J. Stark Thompson, Ph.D. (2001).
(2) The selection of PricewaterhouseCoopers LLP as auditors of the Company
for the year 1999 was ratified with 24,564,990 shares voted in favor,
41,343 shares voted against, 3,350 shares abstaining and zero broker
non-votes.
Item 5. Other Information - The Board of Directors of the Company decided at
-----------------
its July 21, 1999 meeting to discontinue regular quarterly dividends
on the Company's common stock.
13
<PAGE>
Part II - (continued)
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.
There were no reports on Form 8-K filed for the three months ended
June 30, 1999.
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: July 30, 1999 By: /s/ C. Eric Winzer
----------------------------
C. Eric Winzer
Vice President and
Chief Financial Officer
(Principal Financial Officer
and Authorized Signatory)
14
<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 June 30, 1999, and the related
consolidated statements of income and comprehensive income for the three-month
and six-month periods ended June 30, 1999 and 1998, and the condensed
consolidated statement of cash flows for the six-month periods ended June 30,
1999 and 1998. 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 interim financial statements for them
to be in conformity with generally accepted accounting principles.
We previously audited, in accordance with generally accepted auditing standards,
the consolidated balance sheet as of December 31, 1998, and the related
consolidated statements of income, comprehensive income, stockholders' equity
and of cash flows for the year then ended (not presented herein), and in our
report, dated January 22, 1999, we expressed an unqualified opinion on those
consolidated financial statements. In our opinion, the information set forth in
the accompanying balance sheet information as of December 31, 1998, is fairly
stated in all material respects in relation to the consolidated balance sheet
from which it has been derived.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
July 12, 1999
15
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
Exhibit 15 Letter re unaudited interim financial information 17
Exhibit 27 Financial data schedule 18
</TABLE>
1
<PAGE>
Exhibit 15
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
We are aware that our report dated July 12, 1999 on our review of interim
financial information of Life Technologies, Inc. (the Company) as of and for the
three-month and six-month periods ended June 30, 1999 and 1998, included in the
Company's quarterly report on Form 10-Q for the quarter then ended, 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 Sections 7 and 11 of that Act.
/s/ PricewaterhouseCoopers LLP
McLean, Virginia
July 30, 1999
<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>
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> JUN-30-1999
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<RECEIVABLES> 78,966
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<INVENTORY> 79,158
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<PP&E> 182,529
<DEPRECIATION> 58,086
<TOTAL-ASSETS> 375,828
<CURRENT-LIABILITIES> 62,584
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0
0
<COMMON> 249
<OTHER-SE> 289,870
<TOTAL-LIABILITY-AND-EQUITY> 375,828
<SALES> 199,351
<TOTAL-REVENUES> 200,295
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<EPS-BASIC> 0.81
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