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LIFE > SEC Filings for LIFE > Form 10-Q on 5-Nov-2009All Recent SEC Filings

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Form 10-Q for LIFE TECHNOLOGIES CORP


5-Nov-2009

Quarterly Report


ITEM 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The following discussion and analysis of financial condition and results of operations should be read in conjunction with the Unaudited Consolidated Financial Statements and Notes thereto included elsewhere in this report and the Consolidated Financial Statements and Notes thereto included in our annual report on Form 10-K for the fiscal year ended December 31, 2008. Forward-looking Statements
Some of the statements in this Quarterly Report on Form 10-Q about our expectations, beliefs, plans, objectives, prospects, financial condition, assumptions or future events or performance are not historical facts and are "forward-looking statements" as that term is defined under the Federal Securities Laws. These statements are often, but not always, made through the use of words or phrases such as "believe," "anticipate," "should," "intend," "plan," "will", "expect", "estimate," "project," "positioned," "strategy," "outlook," and similar words. You should read statements that contain these types of words carefully. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from what is expressed or implied in such forward-looking statements. There may be events in the future that we are not able to predict accurately or over which we have no control. Potential risks and uncertainties include, but are not limited to, those detailed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed with the Securities and Exchange Commission on March 2, 2009. We do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or uncertainties after the date hereof or to reflect the occurrence of unanticipated events.
OVERVIEW
Revenues for the three and nine months ended September 30, 2009 were $800.7 million and $2,409.2 million, respectively, with net income of $41.1 million and $95.7 million, respectively. Our Business
We are a global biotechnology tools company dedicated to helping our customers make scientific discoveries and ultimately improve the quality of life. Our systems, reagents, and services enable researchers to accelerate scientific exploration, driving to discoveries and developments that make life better. Life Technologies customers do their work across the biological spectrum, working to advance personalized medicine, regenerative science, molecular diagnostics, agricultural and environmental research, and 21st century forensics.
Our systems and reagents, enable, simplify and improve a broad spectrum of biological research of genes, proteins and cells within academic and life science research and commercial applications. Our scientific know-how is making biodiscovery research techniques more effective and efficient to pharmaceutical, biotechnology, agricultural, government and academic researchers with backgrounds in a wide range of scientific disciplines.
As of January 1, 2009, we aligned our business under four divisions - Molecular Biology Systems, Genetic Systems, Cell Systems and Mass Spectrometry. The Mass Spectometry division is comprised of a 50% interest in a joint venture that the Company acquired as a part of the AB merger. The Company accounts for this investment using the equity method.
In September 2009, the Company announced a signed definitive agreement to sell its 50% ownership stake in the Applied Biosystems/MDS Analytical Technologies Instruments joint venture to Danaher Corporation for $450.0 million in cash. The transaction is expected to close in the first quarter of 2010 and is not subject to any financing conditions. The transaction is subject to customary closing conditions. Included in the sale of the joint venture is the ownership stake in the joint venture as well as selected


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assets and liabilities directly attributable to the joint venture. The Company does not believe the sale, excluding transaction fees, will result in a material loss upon completion.
We offer many different products and services, and are continually developing and/or acquiring others. Some of our specific product categories include the following:
• "High-throughput" gene cloning and expression technology, which allows customers to clone and expression-test genes on an industrial scale.

• Pre-cast electrophoresis products, which improve the speed, reliability and convenience of separating nucleic acids and proteins.

• Antibodies, which allow researchers to capture and label proteins, visualize their location through use of Molecular Probes dyes and discern their role in disease.

• Magnetic beads, which are used in a variety of settings, such as attachment of molecular labels, nucleic acid purification, and organ and bone marrow tissue type testing.

• Molecular Probes fluorescence-based technologies, which facilitate the labeling of molecules for biological research and drug discovery.

• Transfection reagents, which are widely used to transfer genetic elements into living cells enabling the study of protein function and gene regulation.

• PCR and Real Time PCR systems and reagents, which enable researchers to amplify and detect targeted nucleic acids (DNA and RNA molecules) for a host of applications in molecular biology.

• Cell culture media and reagents used to preserve and grow mammalian cells, which are used in large scale cGMP bio-production facilities to produce large molecule biologic therapies.

• RNA Interference reagents, which enable scientists to selectively "turn off" genes in biology systems to gain insight into biological pathways.

• Capillary electrophoresis and massively parallel SOLiD(tm) DNA sequencing systems and reagents, which are used to discover sources of genetic and epigenetic variation, to catalog the DNA structure of organisms de novo, to verify the composition of genetic research material, and to apply these genetic analysis discoveries in markets such as forensic human identification.

• High performance mass spectrometer systems which are used in numerous applications such as drug discovery and clinical development of therapeutics as well as in basic biological research, food and beverage quality testing, environmental testing, and other applied or clinical research applications.

The principal markets for our products include the life sciences research market and the biopharmaceutical production market. We divide our principal market and customer base into principally three categories:
Life science researchers. The life sciences research market consists of laboratories generally associated with universities, medical research centers, government institutions such as the United States National Institutes of Health, or the NIH, and other research institutions as well as biotechnology, pharmaceutical, diagnostic, energy, agricultural, and chemical companies. Researchers at these institutions are using our products and services in a broad spectrum of scientific activities, such as: searching for drugs or other techniques to combat a wide variety of diseases, such as cancer and viral and bacterial disease; researching diagnostics for disease identification or prognosis or for improving the efficacy of drugs to targeted patient groups; and assisting in vaccine design, bioproduction, and agriculture. Our products and services provide the research tools needed for genomics studies, proteomics studies, gene splicing, cellular analysis, and other key research applications that are required by these life science researchers. In addition, our research tools are important in the development of diagnostics for disease determination as well as identification of patients for more targeted therapy.


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Commercial producers of biopharmaceutical and other high valued proteins. We serve industries that apply genetic engineering to the commercial production of useful but otherwise rare or difficult to obtain substances, such as proteins, interferons, interleukins, t-PA and monoclonal antibodies. The manufacturers of these materials require larger quantities of the same sera and other cell growth media that we provide in smaller quantities to researchers. Industries involved in the commercial production of genetically engineered products include the biotechnology, pharmaceutical, food processing and agricultural industries.
Users who apply our technologies to enable or improve particular activities. We provide tools that apply our technology to enable or improve activities in particular markets, which we refer to as applied markets. The current focus of our products for these markets is in the areas of: forensic analysis, which is used to identify individuals based on their DNA; quality and safety testing, such as testing required to measure food, beverage, or environmental quality, and pharmaceutical manufacturing quality and safety; and biosecurity, which refers to products needed in response to the threat of biological terrorism and other malicious, accidental, and natural biological dangers. The Applied Biosystems branded forensic testing and human identification products and services are innovative and market-leading tools that have been widely accepted by investigators and laboratories in connection with, for example, criminal investigations, the exoneration of individuals wrongly accused or convicted of crimes, identifying victims of disasters, and paternity testing.
CRITICAL ACCOUNTING POLICIES
In connection with the acquisition of AB and resulting reorganization, the Company has determined in accordance with The ASC Topic of Segment Reporting to operate as one operating segment. The Company believes our chief operating decision maker (CODM) makes decisions based on the Company as a whole. In addition, the Company shares the common basis of organization, types of products and services which derive revenues, and the economic environments. Accordingly, we believe it is appropriate to operate as one reporting segment. The Company will disclose the revenues for each of its internal divisions to allow the reader of the financial statements the ability to gain transparency into the operations of the Company. We have restated historical divisional revenue information to conform to the current year presentation. Other than this, there were no significant changes in critical accounting policies from those at December 31, 2008.
During the current fiscal year, the Company has adopted, The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles-a replacement of FASB Statement No. 162. Accordingly the Company has adopted the Codification as the source of authoritative U.S. generally accepted accounting principles (GAAP) and disclosed as such. The Company has also adopted the bifurcation requirement on our convertible debt as prescribed by The ASC Topic of Debt with Conversion and Other Options. The Topic required a retrospective application upon adoption, hence there was a material adverse impact on the results of operations and earnings per share in the current and preceeding fiscal years. In addition, the Company changed the measurement techniques of assets acquired and liabilities assumed by the business combination required in favor of a fair value method prescribed by The ASC Topic of Business Combinations and The ASC Topic of Fair Value Measurements and Disclosures, and the Company redefined the definitions of fair value, established a framework for measuring fair value, and expanded disclosures about fair value measurements accordingly. The Company also adopted a guidance on the determination of whether an instrument or embedded feature is indexed to an entity's own stock under The ASC Topic of Derivatives and Hedging. For additional information on the recent accounting pronouncements impacting our business, see Note 1 of the Notes to Consolidated Financial Statements.

RESULTS OF OPERATIONS
Third Quarter of 2009 Compared to the Third Quarter of 2008
   The following table compares revenues and gross margin for the third quarter
of 2009 and 2008:

                                    Three months ended
                                       September 30,
    (in millions) (unaudited)        2009          2008        Increase       % Increase
    Molecular Biology Systems     $    393.9      $ 162.9     $    231.0              142 %
    Cell Systems                       189.2        186.0            3.2                2 %
    Genetic Systems                    216.4         12.8          203.6           NM
    Corporate and other                  1.2            -            1.2           NM

    Total revenues                $    800.7      $ 361.7     $    439.0              121 %

    Total gross profit            $    462.8      $ 218.2     $    244.6              112 %
    Total gross profit margin %         57.8 %       60.3 %


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Revenue
The Company's revenues increased by $439.0 million or 121% for the third quarter of 2009 compared to the third quarter of 2008. The increase in revenue is driven primarily by an increase of $441.2 million due to the acquisition of AB. The remaining year over year change in revenue was due to increases of $8.5 million in volume and pricing offset by decreases of $11.0 million in unfavorable currency impacts including hedging.
As of January 1, 2009, we aligned our business under four divisions - Molecular Biology Systems, Genetic Systems, Cell Systems and Mass Spectrometry. The Mass Spectrometry division is comprised of a 50% interest in a joint venture that the Company acquired as a part of the AB acquisition. The Company accounts for this investment using the equity method. Our share of earnings or losses, including revenue, is included in other income. The Molecular Biology Systems (MBS) division includes the molecular biology based technologies including basic and real-time PCR, RNAi, DNA synthesis, thermo-cycler instrumentation, cloning and protein expression profiling and protein analysis. Revenue in this division increased by $231.0 million or 142% in the third quarter of 2009 compared to the third quarter of 2008. This increase was driven primarily by $226.5 million from the acquisition of AB and $9.3 million in increased volume and pricing, partially offset by $5.1 million in unfavorable currency impacts including hedging. The Cell Systems (CS) division includes all product lines used in the study of cell function, including cell culture media and sera, stem cells and related tools, cellular imaging products, antibodies, drug discovery services, and cell therapy related products. Revenue in this division increased $3.2 million or 2% in the third quarter of 2009 compared to the third quarter of 2008. This increase was driven primarily by $10.9 million from the acquisition of AB, partially offset by $5.3 million in unfavorable currency impacts including hedging and $2.6 million in decreased volume and pricing. The Genetic System (GS) division includes sequencing systems and reagents, including capillary electrophoresis and the SOLiD system, as well as reagent kits developed specifically for applied markets, such as forensics, food safety and pharmaceutical quality monitoring. Revenue in this division increased by $203.6 million in the third quarter of 2009 compared to the third quarter of 2008 driven primarily by the acquisition of AB. Gross Profit
Gross profit increased $244.6 million or 112% in the third quarter of 2009 compared to the third quarter of 2008. The increase in gross profit was primarily due to the acquisition of AB, offset by an increase of $53.7 million in purchased intangible assets amortization. Amortization expense related to purchased intangible assets acquired in our business combinations was $71.4 million for the third quarter of 2009 compared to $17.7 million for the third quarter of 2008. The increase was the result of the amortization of intangibles resulting from the acquisition of AB.
Operating Expenses
The following table compares operating expenses for the third quarter of 2009 and 2008:

                                                             Three months ended September 30,
                                                    2009                                          2008
                                                               As a                                          As a
                                      Operating            percentage of            Operating            percentage of           $ Increase/
(in millions)(unaudited)               expense               revenues                expense               revenues               (decrease)            % Increase
Operating Expenses:
Selling, general and
administrative                       $   240.0                      30 %           $   118.3                     33 %            $    121.7                  103 %
Research and development                  82.7                      10 %                31.4                      9 %                  51.3                  163 %
Business consolidation costs              23.3                       3 %                14.2                      4 %                   9.1                   64 %
In-process research and
development                                  -                       -                  18.9                      5 %                 (18.9 )               NM

Selling, general and administrative. For the third quarter of 2009, selling, general and administrative expenses increased $121.7 million or 103% compared to the third quarter of 2008. This increase was driven primarily by $111.5 million related to the acquisition of AB and an increase of $12.9 million in compensation, bonus and benefits, partially offset by $3.0 million in favorable currency impacts.
Research and development. For the third quarter of 2009, research and development expenses increased $51.3 million or 163% compared to the third quarter of 2008. This increase was driven primarily by $49.5 million related to the acquisition of AB and an increase of $2.0 million in compensation, bonus and benefits, partially offset by $0.8 million in favorable currency impacts.


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Business Consolidation Costs. Business consolidation costs for the third quarter of 2009 were $23.3 million, compared to $14.2 million in the third quarter of 2008, and represent costs associated with our integration efforts related to AB and to realign our business and consolidate certain facilities. The increase in costs year over year is due to the rampup of activities performed in the integration post merger, which was completed in November of 2008. Included in these costs are various activities related to the acquisition which were associated with combining the two companies and consolidating redundancies. Also included in these expenses are one time expenses associated with third party providers assisting in the realignment of the two companies. We expect to continue to incur business consolidation costs throughout 2009 and into 2010 as we further consolidate operations and facilities and realign the previously existing businesses.
Other Income (Expense)
Interest Income
Interest income was $1.0 million for the third quarter of 2009 compared to $6.3 million for the third quarter of 2008. The decrease was primarily due to economic conditions leading to lower interest rates available on invested cash balances.
Interest income in the future will be affected by changes in short-term interest rates and changes in cash balances, which may materially increase or decrease as a result of acquisitions, debt repayment, stock repurchase programs and other financing activities.
Interest Expense
Interest expense was $47.8 million for the third quarter of 2009 compared to $17.4 million for the third quarter of 2008. The increase in interest expenses was primarily driven by the interest incurred on the $2,400.0 million of debt issued in November 2008 in connection with the AB merger.
The Company adopted a bifurcation requirement on our convertible debt prescribed by The ASC Topic of Debt with Conversion and Other Options in the first quarter of 2009 and as a result has incurred an additional $10.8 million in expense in the third quarter of 2009 and has restated the prior year results of operations to include $10.1 million in expense related to the adoption in the third quarter of 2008.
During the three months ended September 30, 2009, the Company made an early principal repayment of $200.0 million on our term loan B, which resulted in the Company writing off $6.8 million of deferred financing costs attributable to the principal repaid. The loss is separately identified in our results from operation as an "early extinguishment of debt".
Other Income (Expense), Net
Other income (expense), net, was $2.6 million for the third quarter of 2009 compared to $(0.6) million for the same period of 2008. Included in the third quarter of 2009 was a net gain of $1.0 million related to our interest in the joint venture. This gain included $6.0 million in income from operations of the joint venture offset by $5.0 million in expenses associated with the amortization of purchased intangibles and amortization of deferred revenue fair market value adjustments, which all are directly attributable to the joint venture. The gain also included $1.6 million in foreign currency gains and other miscellaneous items.
Provision for Income Taxes
The provision for income taxes as a percentage of pre-tax income from continuing operations was 37.4% for the third quarter of 2009 compared with 20.2% for the third quarter of 2008. The increase in the effective tax rate for the third quarter of 2009 was primarily attributable to a recapture of $9.3 million of a previously released valuation allowance benefit related to a capital loss carry forward due to a revision in the Company's restructuring plan, without which the effective tax rate would have been 23.2%. First Nine Months of 2009 compared to First Nine Months of 2008 The following table compares revenues and gross margin for the first nine months of 2009 and 2008:

                                    Nine months ended
                                      September 30,           Increase /
   (in millions) (unaudited)       2009          2008         (decrease)       % Increase
   Molecular Biology Systems     $ 1,159.5     $   487.9     $      671.6              138 %
   Cell Systems                      577.3         554.9             22.4                4 %
   Genetic Systems                   672.5          36.9            635.6           NM
   Corporate and other                (0.1 )           -             (0.1 )         NM

   Total revenues                $ 2,409.2     $ 1,079.7     $    1,329.5              123 %

   Total gross profit            $ 1,329.1     $   662.0     $      667.1              101 %
   Total gross profit margin %        55.2 %        61.3 %


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Revenue
The Company's revenues increased by $1,329.5 million or 123% for the first nine months of 2009 compared to the first nine months of 2008. The increase in revenue is driven primarily by an increase of $1,351.6 million due to the acquisition of AB. The remaining year over year change in revenue was due to increases of $33.7 million in volume and pricing offset by decreases of $4.9 million in lower settlement revenue and $51.7 million in unfavorable currency impacts including hedging.
Revenue in the MBS division increased by $671.6 million or 138% for the first nine months of 2009 compared to the same period of 2008. This increase was driven primarily by $675.7 million from the acquisition of AB and $23.2 million in increased volume and pricing, partially offset by $4.9 million in lower settlement revenue and $24.2 million in unfavorable currency impacts including hedging. Revenue in the CS division increased by $22.4 million or 4% for the first nine months of 2009 compared to the first nine months of 2008. This increase was driven primarily by $42.7 million from the acquisition of AB and $5.8 million in increased volume and pricing, partially offset by $25.4 million in unfavorable currency impacts including hedging. Revenue in the GS division increased by $635.6 million in the first nine months of 2009 compared to the first nine months of 2008 driven primarily by the acquisition of AB. Gross Profit
Gross profit increased $667.1 million or 101% in the first nine months of 2009 compared to the same period of 2008. The increase in gross profit was primarily due to the acquisition of AB, offset by an increase of $161.2 million in purchased intangible assets amortization. Amortization expense related to purchased intangible assets acquired in our business combinations was $213.2 million for the first nine months of 2009 compared to $52.0 million for the first nine months of 2008. The increase was the result of the amortization of intangibles resulting from the acquisition of AB. Operating Expenses
The following table compares operating expenses for the first nine months of 2009 and 2008:

                                                              Nine months ended September 30,
                                                    2009                                          2008
                                                               As a                                          As a
                                      Operating            percentage of            Operating            percentage of           $ Increase /
(in millions)(unaudited)               expense               revenues                expense               revenues               (decrease)             % Increase
Operating Expenses:
Selling, general and
administrative                       $   734.1                      30 %           $   347.6                     32 %            $     386.5                  111 %
Research and development                 244.8                      10 %                95.2                      9 %                  149.6                  157 %
Business consolidation costs              79.6                       3 %                16.1                      1 %                   63.5                 NM
In-process research and
development                                  -                       -                  18.9                      2 %                  (18.9 )               NM

Selling, general and administrative. For the first nine months of 2009, selling, general and administrative expenses increased by $386.5 million or 111% compared to the first nine months of 2008. This increase was driven primarily by $350.6 million related to the acquisition of AB, an increase of $40.2 million in compensation, bonus and benefits, an increase of $9.2 million in outside services, an increase of $4.8 million related to a legal settlement charge, and an increase of $3.4 million in depreciation and other expenses, partially offset with $19.6 million in favorable currency impacts.
Research and development. For the first nine months of 2009, research and development expenses increased by $149.6 million or 157% compared to the first nine months of 2008. This increase was driven primarily by $143.0 million related to the acquisition of AB, a $7.9 million increase in compensation, bonus, benefits, and, partially offset by decreases in currency impacts of $3.5 million.
Business Consolidation Costs. Business consolidation costs for the first nine . . .

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