Attached files

file filename
EX-99.1 - EX-99.1 - Life Technologies Corpa58528exv99w1.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 3, 2011
LIFE TECHNOLOGIES CORPORATION
 
(Exact name of registrant as specified in its charter)
         
Delaware   000-25317   33-0373077
 
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)
         
5791 Van Allen Way, Carlsbad, CA       92008
         
(Address of principal executive offices)       (Zip Code)
Registrant’s telephone number, including area code (760) 603-7200
Not Applicable
 
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 2.02.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
          On February 3, 2011, the Company issued a press release regarding the Company’s financial results for the period ended December 31, 2010. The full text of the Company’s press release is attached hereto as Exhibit 99.1
          Certain of the information set forth in the press release may be considered non-GAAP financial measures. We regularly have reported pro forma results for net income and earnings per share in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. The pro forma results exclude merger related non-cash items and other similar costs. Additionally, the discussion surrounding sales performance related to these results excludes the impact of currency fluctuations period over period and acquisitions to measure core sales growth. This growth rate is referred to as organic growth.
          Our financial results under GAAP include substantial non-cash charges and tax benefits related to acquired businesses. Our pro forma calculations of net income and earnings per share are limited because they do not reflect the entirety of our business costs. However, management believes that the pro forma presentation is a useful supplemental disclosure to investors as it provides an indication of the profitability and cash flows of the combined businesses apart from the initial and sunk costs of acquisitions. Management believes that this information is therefore useful to investors in analyzing and assessing our past and future operating performance.
          In addition to the non-cash charges above, we exclude from our pro forma results the following costs:
    Acquisition related amortization, depreciation and fair value remeasurements
 
    In process research and development expenses or impairments
 
    Acquisition and divestiture related gains and losses
 
    Asset impairment charges related to a portfolio review
 
    Business consolidation costs required to realize cost synergies from combining our acquired entities with our existing operations
 
    Charges associated with the early repayment of debt and non-cash interest expense associated with convertible debt bifurcation
 
    Certain significant one time events that are unlikely to recur in the foreseeable future
 
    Tax changes and benefits associated with the above exclusions
          Management views these costs as not indicative of the profitability or cash flows of its ongoing or future operations and excludes these costs as a supplemental disclosure to assist investors in evaluating and assessing our past and future operational performance. Management uses non-GAAP earnings as a primary indicator in planning and forecasting for future periods, including trending the Company’s core performance period over period. Management uses these non-GAAP earnings to prepare operating budgets and forecasts and uses these results to measure performance at a corporate level. The Company also uses non-GAAP earnings for evaluating management’s performance for compensation purposes.
Item 7.01.   REGULATION FD DISCLOSURE.
          See the information set forth under Item 2.02 above and attached as Exhibit 99.1 hereto.
Item 9.01   FINANCIAL STATEMENTS AND EXHIBITS.
     (d) Exhibits
         
  99.1    
Life Technologies Corporation press release dated February 3, 2011.

 


 

SIGNATURE
     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 hereunto duly authorized.
         
  Life Technologies Corporation
 
 
Date: February 3, 2011  By:   /s/ David F. Hoffmeister    
    David F. Hoffmeister   
    Chief Financial Officer   

 


 

         
EXHIBIT INDEX
     
Exhibit   Description
99.1
  Life Technologies Corporation press release dated February 3, 2011.