EX-99.2 5 a94126exv99w2.htm EXHIBIT 99.2 Exhibit 99.2
 

EXHIBIT 99.2

MOLECULAR PROBES, INC., AND SUBSIDIARIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(In thousands, except share and par value information)

                     
        June 30,     September 30,  
        2003     2002  
ASSETS
               
Current Assets:
               
 
Cash and cash equivalents
  $ 3,167     $ 2,551  
 
Short-term investments
    7,013       7,797  
 
Restricted cash
    179        
 
Accounts receivable
    6,525       5,263  
 
Inventories
    5,694       4,195  
 
Income taxes receivable
          1,086  
 
Prepaid expenses and other current assets
    637       1,559  
 
 
   
 
   
Total current assets
    23,215       22,451  
Property and equipment, net
    21,059       14,430  
Goodwill
    756        
Other assets
    673       570  
 
 
   
 
Total Assets
  $ 45,703     $ 37,451  
 
 
   
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
               
Current liabilities:
               
 
Line of credit
  $ 45     $  
 
Current portion of long-term obligations
    400       227  
 
Accounts payable
    715       3,202  
 
Accrued expenses and other current liabilities
    2,610       2,460  
 
Income taxes payable
    932       31  
 
 
   
 
   
Total current liabilities
    4,702       5,920  
 
 
   
 
Long-term obligations
    11,982       9,796  
 
 
   
 
Commitments and contingencies
               
Shareholders’ equity:
               
 
Preferred stock, $0.001 par value; 40,000,000 shares authorized, 37,234,300 shares issued and outstanding (liquidation preference of $68,883)
    37       37  
 
Common stock, $0.001 par value; 100,000,000 shares authorized, 37,265,540 and 37,234,300 shares issued and outstanding, respectively
    37       37  
 
Additional paid-in capital
    36       30  
 
Accumulated other comprehensive loss
          (8 )
 
Retained earnings
    28,909       21,639  
 
 
   
 
Total shareholders’ equity
    29,019       21,735  
 
 
   
 
Total liabilities and shareholders’ equity
  $ 45,703     $ 37,451  
 
 
   
 

See Notes to Unaudited Consolidated Financial Statements.

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MOLECULAR PROBES, INC., AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(In thousands)

                     
        Nine months ended  
        June 30,  
       
 
        2003     2002  
Revenues:
               
Product sales
  $ 44,290     $ 39,315  
License fees and royalty income
    2,630       1,015  
Research grant and contract income
    431       292  
 
 
   
 
 
    47,351       40,622  
Expenses:
               
 
Cost of revenues
    7,110       6,716  
 
Research and development
    7,471       4,919  
 
General and administrative
    6,548       7,003  
 
Sales and marketing
    5,770       3,491  
 
 
   
 
 
    26,899       22,129  
 
 
   
 
   
Operating income
    20,452       18,493  
 
 
   
 
 
Charitable contributions
    (915 )     (920 )
 
Net gains on marketable securities
    102       88  
 
Net gains (losses) on foreign currency exchange
    1,322       (166 )
 
Interest income
    136       209  
 
Interest expense
    (775 )     (746 )
 
Other income, net
    119       26  
 
 
   
 
   
Other expense, net
    (11 )     (1,509 )
 
 
   
 
Income before income taxes
    20,441       16,984  
Provision for income taxes
    (7,661 )     (6,462 )
 
 
   
 
   
Net income
  $ 12,780     $ 10,522  
 
 
   
 

See Notes to Unaudited Consolidated Financial Statements.

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MOLECULAR PROBES, INC., AND SUBSIDIARIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

                       
          Nine months ended  
          June 30,  
       
          2003     2002  
CASH FLOWS FROM OPERATING ACTIVITIES:
               
Net income
  $ 12,780     $ 10,522  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    1,688       1,516  
Realized gain (loss) on available-for-sale securities
    453       (1,336 )
Other non-cash adjustments
    (22 )     1  
Changes in operating assets and liabilities, net of effects of business acquired:
               
 
Accounts receivable
    (1,158 )     (1,687 )
 
Inventories
    (1,305 )     (525 )
 
Income taxes receivable
    1,086       1,638  
 
Prepaid expenses and other current assets
    95       163  
 
Accounts payable and accrued liabilities
    (2,331 )     (492 )
 
Income taxes payable
    901       3  
 
 
   
 
     
Net cash provided by operating activities
    12,187       9,803  
 
 
   
 
CASH FLOWS FROM INVESTING ACTIVITIES:
               
 
Payments received on related party note receivable
    839       833  
 
Capital expenditures
    (5,820 )     (1,344 )
 
Available-for-sale securities:
               
   
Purchases
          (1,478 )
   
Maturities
    3,379       151  
 
Held-to-maturity securities:
               
   
Purchases
    (4,085 )     (252 )
   
Maturities
    1,088       5,127  
 
Net cash paid for business acquisition
    (1,000 )      
 
Change in other assets
    (294 )     51  
 
 
   
 
     
Net cash provided by (used in) investing activities
    (5,893 )     3,088  
 
 
   
 
CASH FLOWS FROM FINANCING ACTIVITIES:
               
Proceeds from the exercise of stock options
    6       6  
Payments of dividends
    (5,511 )     (10,000 )
Payments on capital lease obligation
    (173 )     (374 )
 
 
   
 
     
Net cash used in financing activities
    (5,678 )     (10,368 )
 
 
   
 
     
Net increase in cash and cash equivalents
    616       2,523  
Cash and cash equivalents, beginning of period
    2,551       1,571  
 
 
   
 
Cash and cash equivalents, end of period
  $ 3,167     $ 4,094  
 
 
   
 

See Notes to Unaudited Consolidated Financial Statements.

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MOLECULAR PROBES, INC., AND SUBSIDIARIES
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Presentation

     The consolidated financial statements include the accounts of Molecular Probes, Inc. (“Molecular Probes”) and its wholly-owned subsidiaries, Molecular Probes Europe (“MPE”) and Interfacial Dynamics Corporation. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim financial statements have been prepared, without audit, according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such rules and regulations. The accompanying unaudited financial statements contain all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations and cash flows as of and for the periods indicated. Molecular Probes’ fiscal year ends September 30. The unaudited balance sheet as of September 30, 2002 is derived from the audited balance sheet included in Exhibit 99.1 herein.

     These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in Exhibit 99.1 herein.

Revenue Recognition

     Molecular Probes records revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed and determinable and collectibility is reasonably assured.

     Pursuasive evidence of an arrangement exists – Molecular Probes’ business practice requires written or electronic documentation or evidence from a customer to support a sales or licensing arrangement or grant contract.

     Delivery has occurred or services have been rendered – Revenue from product sales is recognized in the period the product is shipped. Products are shipped Freight on Board shipping point. Once those terms are met, Molecular Probes has no continuing obligations or performance criteria requirements. Molecular Probes has no “bill and hold” arrangements with customers.

     Research and development grant and contract revenues are recognized in accordance with the terms of the related agreements, generally as qualified research activities progress. Payments received for future performances are deferred and recorded as revenue when earned.

     License fees are recognized when there is no material continuing performance obligation under the agreement. Up-front payments are deferred and recorded as revenue over the term of the agreement.

     Fixed or determinable price – Sales of Molecular Probes products are at fixed or established sales prices determined prior to the time the products are shipped with no customer cancellation, price protection or termination clauses.

     Collectibility is reasonably assured – Based on Molecular Probes’ credit management policies it believes collectibility is reasonably assured (1) when product is shipped to a customer; (2) as qualified research activities progress and revenues become billable under research and development grants and contracts; and (3) when there is no continuing performance obligations under licensing arrangements. Based on the Molecular Probes’ historical experience, no provision for uncollectible accounts and return allowances are necessary at the time revenue is recognized.

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Employee Stock Option Plans

     Molecular Probes accounts for its employee stock option plans under the recognition and measurement principles of APB Opinion No. 25, “Accounting for Stock Issued to Employees,” and has adopted the disclosure only provisions of Statement of Financial Accounting Standards No. 123, “Accounting for Stock-Based Compensation” (SFAS No. 123). Accordingly, no compensation cost has been recognized for the fixed stock option plans under the fair value recognition provisions of SFAS No. 123. In December 2002, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation – Transition and Disclosure, which is effective for fiscal years ending after December 31, 2002. SFAS No. 148 amends SFAS No. 123, Accounting for Stock-Based Compensation, to provide alternative methods of transition to SFAS No. 123’s fair value method of accounting for stock-based employee compensation. SFAS No. 148 also amends the disclosure provisions of SFAS No. 123 and Accounting Principles Board (APB) Opinion No. 28, Interim Financial Reporting, to require disclosure in the summary of significant accounting policies of the effect of an entity’s accounting policy with respect to stock-based employee compensation on reported net income in annual and interim financial statements. Molecular Probes adopted SFAS No. 148 for the nine months ended June 30, 2003. The following table illustrates the effect on net income if Molecular Probes had applied the fair value recognition provisions of SFAS No. 123 to stock-based employee compensation.

                 
    For the Nine Months  
(in thousands)   Ended June 30,  
 
    2003     2002  
Net income, as reported
  $ 12,780     $ 10,522  
Deduct: total stock-based employee compensation expense determined under fair value based method for all stock options, net of related tax effects
    (111 )     (60 )
 
 
   
 
Pro forma net income
  $ 12,669     $ 10,462  
 
 
   
 

2.  Business Combination

Interfacial Dynamics Corporation

     On April 8, 2003, Molecular Probes acquired all of the outstanding common stock of Interfacial Dynamics Corporation for $1.0 million. The transaction has been accounted for as a purchase, and, accordingly, the results of operations have been included in the accompanying consolidated financial statements from the date of acquisition. Molecular Probes incurred approximately $45,000 of closing costs for this acquisition. The excess of purchase price over the acquired net assets was $0.8 million at June 30, 2003, and has been recorded as goodwill in the Unaudited Consolidated Balance Sheet.

3.  Inventories

     Inventories consist of the following:

                 
    June 30,     September 30,  
(in thousands)   2003     2002  
 
Work-in-process
  $ 953     $ 866  
Finished goods
    4,741       3,329  
 
 
   
 
 
  $ 5,694     $ 4,195  
 
 
   
 

4.  Accumulated Depreciation

     Accumulated depreciation of property and equipment was $9.9 million and $8.2 million at June 30, 2003 and September 30, 2002, respectively.

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5.  Comprehensive Income

     Total comprehensive income is determined as follows:

                   
      For the Nine Months  
(in thousands)   Ended June 30,  
 
      2003     2002  
Net income
  $ 12,780     $ 10,522  
Unrealized gain (loss) on investments
    8       (189 )
 
 
   
 
 
Total comprehensive income
  $ 12,788     $ 10,333  
 
 
   
 

6.  Common Stock Dividends

     Total dividends paid to common stock holders for the nine months ended June 30, 2003 and 2002 were $5.5 million and $10.0 million, respectively.

7.  Guarantee

     On May 24, 2002, RAM LLC, a related party, entered into a line of credit agreement for the construction of a new facility. The $2.0 million note is collateralized by the new facility and guaranteed by Molecular Probes. In conjunction with the acquisition of Molecular Probes, as described in the subsequent event in Note 9 below, this guarantee was terminated.

8.  Contingencies

     Molecular Probes is a party to various claims, disputes, legal actions and other proceedings involving contracts, employment and various other matters. The outcome of these matters is not expected to have a material effect on the consolidated financial condition of Molecular Probes.

9.  Subsequent Event

     On August 20, 2003, Invitrogen Corporation (“Invitrogen”) acquired all of the outstanding shares of common stock of Molecular Probes for cash of $303.9 million. Just prior to the acquisition, each outstanding share of preferred stock was converted into one equivalent share of common stock. Stock options of Molecular Probes were also assumed by Invitrogen. Each option to purchase one share of common stock of Molecular Probes was converted into an option to purchase one share of Invitrogen common stock based on an exchange rate of 0.0756037.

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