aTyr Pharma 8K Invitrogen Announces Fourth Quarter and Full Year 2005 Results | SEC 28 Feb 06

Exhibit 99.1

LOGO

Investor and Financial Contacts:

Travis L. Chester

Vice President, Investor Relations

(760) 603-7200

Invitrogen Announces Fourth Quarter and Full Year 2005 Results

Record Sales and Earnings Achieved

CARLSBAD, CA, February 28, 2006 — Invitrogen Corporation (Nasdaq: IVGN) today announced results for its fourth quarter and full-year ended December 31, 2005. Revenues for the fourth quarter were $325.3 million, an increase of 24% over the $262.2 million reported for the fourth quarter of 2004. Net income for the fourth quarter was $49.6 million versus $30.5 million for the same quarter in 2004, an increase of 63%. Earnings per share for the fourth quarter of 2005 increased 58% to $0.87 per share, as compared to $0.55 per share reported in the fourth quarter of 2004.

Revenues for the full-year 2005 were $1,198.5 million, an increase of 17% over the $1,023.9 million reported for 2004. Net income for the year increased 49% to $132.0 million versus $88.8 million for 2004. Earnings per share for 2005 were $2.33, which compares to $1.63 per share in 2004, an increase of 43%.

Invitrogen has regularly reported pro forma results which exclude acquisition related amortization and other related costs, gains and losses that may detract from the financial statement users ability to project our future earnings and cash flows. Fourth quarter pro forma net income was $50.8 million, or $0.90 per share, compared with pro forma net income in the fourth quarter of 2004 of $45.2 million, or $0.80 per share. Pro forma net income and pro forma earnings per share increased 12% and 13%, respectively. For the full year, pro forma net income was $199.2 million, or $3.45 per share, compared with pro forma net income in 2004 of $166.1 million, or $2.91 per share. Pro forma net income and pro forma earnings per share increased 20% and 19%, respectively, for the full year.

Reconciliations between Invitrogen’s results and pro forma results for the periods reported are presented in the attached tables and on the Company’s Investor Relations web page at www.invitrogen.com.

Performance Highlights

•

Achieved a record $1,198 million in revenues for 2005 up 17% over 2004

•

Generated $309 million in cash from operating activities for the full year up 22% over 2004

•

Completed eight strategic acquisitions during 2005 that expand our Biological Operating System with exciting new technologies

•

Launched 1,200 new products during 2005; reached record R&D investment of $99 million

•

Exceeded goal of 40% of orders transacted through our e*Commerce channels

Fourth Quarter Review

Greg Lucier, Invitrogen’s Chairman and CEO, commented: “We are pleased with the Company’s performance during the fourth quarter and for the full-year. We met our commitments for the fourth quarter and achieved another year of accelerating organic growth and record free cash flow. During the year we added nearly 1,000 new colleagues and best in class technologies through eight strategic acquisitions. We reorganized into three new divisions to improve our customer focus and operating efficiencies while continuing our long-term strategy to increase investment in research and development. 2005 was a year of significant building within Invitrogen, and I am confident that we’re a stronger and more innovative company than we were 12 months ago. We’re enthusiastic about 2006 and are confident in our ability to deliver value to our customers and shareholders.”

Fourth quarter revenue growth of 24% included a positive impact of approximately 17% from acquisitions and negative impact of approximately 4% from unfavorable changes in foreign currency exchange rates resulting in total organic revenue growth of approximately 11%. Organic revenue growth in BioDiscovery was 12%. Organic revenue growth in BioProduction was 8% for the quarter.

Revenues for the full-year 2005 grew 17%, of which 11% resulted from acquisitions. Foreign currency exchange rates were neutral for the year. Sales of BioDiscovery products increased 25% for the full-year 2005 versus 2004. For the same period, BioProduction revenues increased 7%. Excluding the effects of currency and acquisitions, organic growth for BioDiscovery and BioProduction was 6% and 5%, respectively, for the year.

Fourth quarter 2005 pro forma gross margin was 60%, compared to 62% in the fourth quarter of 2004. BioDiscovery gross margin decreased to 68% in the fourth quarter of 2005 from 70% last year. BioProduction gross margin decreased to 45% from 51% in the comparable quarter of 2004. Full year 2005 pro forma gross margin was 61% as compared to a similar 61% in 2004.

Operating margin was 8% of revenues in the fourth quarter of 2005 versus 16% in the fourth quarter of 2004. Pro forma operating margin was 23% of revenues in the fourth quarter of 2005 versus 25% of revenues in the fourth quarter of 2004. Full year 2005 pro forma operating margin was 24% versus 26% in 2004 reflecting increased investment in research and development during 2005. The company will provide further detail on margin performance during the conference call today.

Cash flows from operating activities were $91.1 million in the fourth quarter of 2005 and $309.3 million for the full-year 2005. Capital expenditures were $20.7 million during the fourth quarter of 2005 and $71.7 million for the full-year 2005. Free cash flow, defined as cash from operating activities less capital expenditures, was $70.4 million for the fourth quarter and $237.6 million for the year.

2006 Outlook

Guidance is unchanged since the update given during the annual guidance conference. The Company projects that revenue for fiscal 2006 will be in a range of approximately $1,330 million to $1,355 million. Pro forma earnings per share are expected to range from $3.90 to $4.10. The Company will provide further detail on its business outlook on the conference call today.

Conference Call and Webcast Details

The Company will discuss its financial and business results as well as its business outlook on its conference call at 5 pm Eastern Time today. This conference call will contain forward-looking information. The conference call will include a discussion of “non-GAAP financial measures” as that term is defined in Regulation G. For actual results, the most directly comparable GAAP financial measures and information reconciling these non-GAAP financial measures to the company’s financial results determined in accordance with GAAP, as well as other material financial and statistical information to be discussed on the conference call will be posted at the Company’s Investor Relations website at www.invitrogen.com.

The conference call will be webcast live over the Company’s investor relations website at www.invitrogen.com and will be archived at the site for one month.

To listen to the live conference call, please dial (866) 277-1182 (domestic) or (617) 597-5359 (international) and use passcode 78979356. A replay of the call will be available for one week by dialing (888) 286-8010 (domestic) and (617) 801-6888 (international). The passcode for the replay is 80814747.

About Invitrogen

Invitrogen Corporation (Nasdaq: IVGN) provides products and services that support academic and government research institutions and pharmaceutical and biotech companies worldwide in their efforts to improve the human condition. The company provides essential life science technologies for disease research, drug discovery, and commercial bioproduction. Invitrogen’s own research and development efforts are focused on breakthrough innovation in all major areas of biological discovery including functional genomics, proteomics, bioinformatics and cell biology — placing Invitrogen’s products in nearly every major laboratory in the world. Founded in 1987, Invitrogen is headquartered in Carlsbad, California and conducts business in more than 70 countries around the world. The company globally employs approximately 4,800 scientists and other professionals and had revenues of $1.2 billion in 2005. For more information about Invitrogen, visit the company’s web site at www.invitrogen.com.

Statement Regarding Use of Non-GAAP Measures

We regularly have reported Non-GAAP measures for net income and earnings per share as pro forma results. These measures are provided as supplementary information and are not a substitute for, or superior to, financial measures calculated in accordance with GAAP. These pro forma measures are limited because they do not reflect the entirety of our business results.

We define our pro forma results as our GAAP results excluding the after tax impact of the following items:

•

Acquisition related amortization

•

In process research and development expenses

•

Acquisition related gains and losses

•

Business consolidation costs required to realize cost synergies from combining our acquired entities with our existing operations and

•

Significant one time events that are unlikely to recur such as:

•

The tax benefit associated with repatriation of earnings from foreign subsidiaries pursuant to the American Job Creation Act of 2004.

•

The currency gain related to the liquidation of certain legal entities

Management views these excluded items as not indicative of the operating results or cash flows of its current or future operations and excludes these items as a supplemental disclosure to assist investors in evaluating and assessing our past and future operational performance. This presentation of our pro forma results is consistent with how management internally evaluates the performance of its operations.

We encourage investors to carefully consider our results under GAAP, as well as our pro forma disclosures and the reconciliation between these presentations to more fully understand our business. Reconciliations between GAAP results and pro forma results are presented on the following pages.

Safe Harbor Statement

Certain statements contained in this press release and in today’s conference call are considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and it is Invitrogen’s intent that such statements be protected by the safe harbor created thereby. Such statements include, but are not limited to statements regarding Invitrogen’s: 1) financial projections, including revenue and pro forma earnings per share; 2) momentum in 2005; 3) ability to generate new products that will accelerate scientific research and our future growth; 4) integration of acquired businesses; and 5) ability to combine technologies of acquired businesses. Such forward-looking statements are subject to a number of risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Potential risks and uncertainties include, but are not limited a) the Company’s ability to identify promising technology, new product development opportunities; b) the Company’s ability to identify and implement measures to effect cost savings and efficiency improvements; and c) the Company’s ability to identify acquisitions and organic growth opportunities that will position it to serve growing markets, as well as other risks and uncertainties detailed from time to time in Invitrogen’s Securities and Exchange Commission filings.

INVITROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND RECONCILIATION OF PRO FORMA ADJUSTMENTS⁽¹⁾


*(in thousands, except per share data)* *(unaudited)*	For the three months ended December 31, 2005									For the three months ended December 31, 2004
	GAAP			Adjustments			Pro forma			GAAP			Adjustments			Pro forma
Revenues	$	325,276		$	—		$	325,276		$	262,235		$	—		$	262,235
Cost of revenues		143,883			(13,119	)⁽²⁾⁽³⁾		130,764			99,609			(64	)⁽³⁾		99,545

Gross profit		181,393			13,119			194,512			162,626			64			162,690

Gross margin		56	%					60	%		62	%					62	%
Operating expenses:
Sales and marketing		56,156			(61	)⁽³⁾		56,095			46,334			(62	)⁽³⁾		46,272
General and administrative		36,683			(10	)⁽³⁾		36,673			29,831			—	⁽³⁾		29,831
Research and development		27,395			(213	)⁽³⁾		27,182			20,000			(221	)⁽³⁾		19,779
Purchased intangibles amortization		30,043			(30,043	)⁽⁴⁾		—			25,282			(25,282	)⁽⁴⁾		—
Purchased in-process research and development		3,160			(3,160	)⁽⁵⁾		—			—			—			—
Business consolidation costs		960			(960	)⁽⁶⁾		—			—			—			—

Total operating expenses		154,397			(34,447	)		119,950			121,447			(25,565	)		95,882

Operating income		26,996			47,566			74,562			41,179			25,629			66,808
Operating margin		8	%					23	%		16	%					25	%
Total other income (expense), net		24,719			(25,485	)⁽⁷⁾		(766	)		(634	)		—			(634	)

Income before provision for income taxes		51,715			22,081			73,796			40,545			25,629			66,174
Income tax provision		(2,121	)		(20,836	)⁽⁸⁾		(22,957	)		(10,081	)		(10,898	)⁽⁸⁾		(20,979	)

Net income	$	49,594		$	1,245		$	50,839		$	30,464		$	14,731		$	45,195
Effective tax rate		4	%					31	%		25	%					32	%
Add back interest expense for subordinated debt, net of tax⁽⁹⁾		1,670			—			1,670			2,391			—			2,391

Numerator for diluted earnings per share	$	51,264		$	1,245		$	52,509		$	32,855		$	14,731		$	47,586

Earnings per common share:
Basic	$	0.94					$	0.96		$	0.60					$	0.88

Diluted⁽⁹⁾	$	0.87					$	0.90		$	0.55					$	0.80

Weighted average shares used in per share calculation:
Basic		52,797			—			52,797			51,108			—			51,108
Diluted⁽⁹⁾		58,661			—			58,661			59,447			—			59,447

⁽¹⁾

The Company has regularly reported pro forma results which exclude the amortization of purchased intangibles, charges for inventory revaluation on products sold that were previously written-up under purchase accounting rules, in-process research and development and acquisition related deferred compensation to provide a supplemental comparison of results of operations. In addition, certain unusual gains have been excluded from 2005 pro forma results.

⁽²⁾	Add back noncash charges for purchase accounting inventory revaluations of $13.0 million.

⁽³⁾	Add back deferred compensation amortization totaling $0.3 million and $0.3 million for the three months ended December 31, 2005 and 2004, related to stock option plans assumed in business combinations.

⁽⁴⁾	Add back amortization of purchased intangibles.

⁽⁵⁾	Add back in-process research and development.

⁽⁶⁾	Add back business consolidation costs.

⁽⁷⁾	Add back gain on recognition of cumulative translation adjustments as a result of repatriating certain undistributed earnings of foreign subsidiaries.

⁽⁸⁾

Pro forma tax expense is higher than GAAP tax expense primarily because certain acquisition related costs such as charges for inventory revaluation, amortization of acquired intangibles, in-process research and development and deferred compensation are deducted for GAAP purposes but excluded for pro forma purposes. These deductions produce a GAAP only tax benefit which is added back for pro forma presentation. In addition, 2005 GAAP tax expense includes a one time tax benefit related to dividend repatriation under the American Jobs Creation Act, which has been excluded from pro forma tax expense.

⁽⁹⁾

The Company has restated 2004 diluted weighted average shares and earnings per share to reflect the impact of Emerging Issues Task Force Issue No. 04-8, “The Effect of Contingently Convertible Debt on Diluted Earnings per Share,” on its 11/2% Convertible Senior Notes due 2024 and 2% Convertible Senior Notes due 2023.

INVITROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

AND RECONCILIATION OF PRO FORMA ADJUSTMENTS⁽¹⁾


*(in thousands, except per share data)* *(unaudited)*	For the year ended December 31, 2005									For the year ended December 31, 2004
	GAAP			Adjustments			Pro forma			GAAP			Adjustments			Pro forma
Revenues	$	1,198,452		$	—		$	1,198,452		$	1,023,851		$	—		$	1,023,851
Cost of revenues		495,230			(30,287	)⁽²⁾⁽³⁾		464,943			416,002			(17,897	)⁽²⁾⁽³⁾		398,105

Gross profit		703,222			30,287			733,509			607,849			17,897			625,746

Gross margin		59	%					61	%		59	%					61	%
Operating expenses:
Sales and marketing		213,574			(243	)⁽³⁾		213,331			180,663			(246	)⁽³⁾		180,417
General and administrative		129,828			(45	)⁽³⁾		129,783			110,656			(40	)⁽³⁾		110,616
Research and development		99,299			(860	)⁽³⁾		98,439			73,116			(864	)⁽³⁾		72,252
Purchased intangibles amortization		115,319			(115,319	)⁽⁴⁾		—			106,821			(106,821	)⁽⁴⁾		—
Purchased in-process research and development		17,046			(17,046	)⁽⁵⁾		—			728			(728	)⁽⁵⁾		—
Business consolidation costs		960			(960	)⁽⁶⁾		—			—			—			—

Total operating expenses		576,026			(134,473	)		441,553			471,984			(108,699	)		363,285

Operating income		127,196			164,760			291,956			135,865			126,596			262,461
Operating margin		11	%					24	%		13	%					26	%
Total other income (expense), net		46,634			(45,608	)⁽⁷⁾		1,026			(14,489	)		—			(14,489	)

Income before provision for income taxes		173,830			119,152			292,982			121,376			126,596			247,972
Income tax provision		(41,784	)		(51,970	)⁽⁸⁾		(93,754	)		(32,551	)		(49,330	)⁽⁸⁾		(81,881	)

Net income	$	132,046		$	67,182		$	199,228		$	88,825		$	77,266		$	166,091
Effective tax rate		24	%					32	%		27	%					33	%
Add back interest expense for subordinated debt, net of tax⁽⁹⁾		7,895			—			7,895			9,461			—			9,461

Numerator for diluted earnings per share	$	139,941		$	67,182		$	207,123		$	98,286		$	77,266		$	175,552

Earnings per common share:
Basic	$	2.53					$	3.81		$	1.72					$	3.21

Diluted⁽⁹⁾	$	2.33					$	3.45		$	1.63					$	2.91

Weighted average shares used in per share calculation:
Basic		52,238			—			52,238			51,684			—			51,684
Diluted⁽⁹⁾		60,014			—			60,014			60,396			—			60,396

⁽¹⁾

⁽²⁾	Add back noncash charges for purchase accounting inventory revaluations of $30.0 million and $17.6 million for the years ended December 31, 2005 and 2004, respectively.

⁽³⁾	Add back deferred compensation amortization totaling $1.4 million and $1.5 million for the years ended December 31, 2005 and 2004, related to stock option plans assumed in business combinations.

⁽⁴⁾	Add back amortization of purchased intangibles.

⁽⁵⁾	Add back in-process research and development.

⁽⁶⁾	Add back business consolidation costs.

⁽⁷⁾	Add back $20.1 million gain on foreign currency transaction, net of loss on sale of investments, used for business acquisitions and $25.5 million gain on recognition of cumulative translation adjustments as a result of repatriating certain undistributed earnings of foreign subsidiaries.

⁽⁸⁾

⁽⁹⁾

INVITROGEN CORPORATION

EBITDA INFORMATION


	For the three months ended December 31,				For the years ended December 31,
*(in thousands) (unaudited)*	2005		2004		2005		2004
Operating income reported under GAAP	$	26,996	$	41,179	$	127,196	$	135,865
Add back in-process research and development and merger related amortization		46,606		25,629		163,800		126,596
Add back depreciation		10,088		9,635		38,671		36,889
Add back amortization of non merger-related deferred compensation		1,676		1,023		6,018		3,124
Add back amortization of all other intangible assets		572		851		3,619		3,319

EBITDA	$	85,938	$	78,317	$	339,304	$	305,793

INVITROGEN CORPORATION

BUSINESS SEGMENT HIGHLIGHTS

FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004


*(in thousands) (unaudited)*	Bio- Discovery			Bio- Production			Unallocated⁽¹⁾			Total
Segment results for the three months ended December 31, 2005
Revenues	$	206,841		$	118,435		$	—		$	325,276

Gross profit		141,517			52,995			(13,119	)		181,393

Gross margin		68	%		45	%					56	%
Selling and administrative		66,316			26,452			71			92,839
Research and development		24,260			2,922			213			27,395
Purchased intangibles amortization, in-process research and development and business consolidation costs		—			—			34,163			34,163

Operating income (loss)	$	50,941		$	23,621		$	(47,566	)	$	26,996

Operating margin		25	%		20	%					8	%
Segment results for the three months ended December 31, 2004
Revenues	$	149,002		$	113,233		$	—		$	262,235

Gross profit		104,950			57,740			(64	)		162,626

Gross margin		70	%		51	%					62	%
Selling and administrative		50,703			25,400			62			76,165
Research and development		17,019			2,760			221			20,000
Purchased intangibles amortization		—			—			25,282			25,282

Operating income (loss)	$	37,228		$	29,580		$	(25,629	)	$	41,179

Operating margin		25	%		26	%					16	%

⁽¹⁾

Unallocated items for the three months ended December 31, 2005 and 2004, include noncash charges for purchase accounting inventory revaluations of $13.0 million and $0 million, amortization of purchased intangibles of $30.0 million and $25.3 million, in-process research and development of $3.2 million and $0 million, amortization of deferred compensation of $0.3 million and $0.3 million and business consolidation costs of $1.0 million and $0 million, respectively. These items are not allocated by management for purposes of analyzing the operations since they are principally non-cash or other costs resulting primarily from business restructuring or purchase accounting that are separate from ongoing operations.

INVITROGEN CORPORATION

BUSINESS SEGMENT HIGHLIGHTS

FOR THE YEARS ENDED DECEMBER 31, 2005 AND 2004


*(in thousands)*	Bio- Discovery			Bio- Production			Unallocated⁽¹⁾			Total
Segment results for the year ended December 31, 2005
(unaudited)
Revenues	$	736,599		$	461,853		$	—		$	1,198,452

Gross profit		515,984			217,525			(30,287	)		703,222

Gross margin		70	%		47	%					59	%
Selling and administrative		241,463			101,651			288			343,402
Research and development		86,779			11,660			860			99,299
Purchased intangibles amortization, in-process research and development and business consolidation costs		—			—			133,325			133,325

Operating income (loss)	$	187,742		$	104,214		$	(164,760	)	$	127,196

Operating margin		25	%		23	%					11	%
Segment results for the year ended December 31, 2004
Revenues	$	591,417		$	432,434		$	—		$	1,023,851

Gross profit		415,753			209,993			(17,897	)		607,849

Gross margin		70	%		49	%					59	%
Selling and administrative		196,971			94,062			286			291,319
Research and development		62,558			9,694			864			73,116
Purchased intangibles amortization and in-process research and development		—			—			107,549			107,549

Operating income (loss)	$	156,224		$	106,237		$	(126,596	)	$	135,865

Operating margin		26	%		25	%					13	%

⁽¹⁾

Unallocated items for the year ended December 31, 2005 and 2004, include noncash charges for purchase accounting inventory revaluations of $30.0 million and $17.6 million, amortization of purchased intangibles of $115.3 million and $106.8 million, in-process research and development of $17.0 million and $0.7 million, amortization of deferred compensation of $1.4 million and $1.5 million and business consolidation costs of $1.0 million and $0 million, respectively. These items are not allocated by management for purposes of analyzing the operations since they are principally non-cash or other costs resulting primarily from business restructuring or purchase accounting that are separate from ongoing operations.

INVITROGEN CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


	For the years ended December 31,
	2005			2004
*(in thousands)*	(unaudited)
Net income	$	132,046		$	88,825
Add back in-process research and development and merger related amortization		163,800			126,596
Add back depreciation		38,671			36,889
Balance sheet changes		40,426			16,650
Other noncash adjustments		(65,599	)		(16,236	)

Net cash provided by operating activities		309,344			252,724
Capital expenditures		(71,755	)		(39,050	)

Free cash flow		237,589			213,674
Net cash used in other investing activities		(85,887	)		(650,429	)
Net cash provided by financing activities		104,883			232,877
Effect of exchange rate changes on cash		(19,751	)		5,261

Net increase (decrease) in cash and cash equivalents	$	236,834		$	(198,617	)

INVITROGEN CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS


*(in thousands)*	December 31, 2005		December 31, 2004
	(unaudited)
ASSETS
Current assets:
Cash and investments	$	751,872	$	983,381
Trade accounts receivable, net of allowance for doubtful accounts		194,942		165,754
Inventories		136,753		122,787
Deferred income taxes		35,147		31,866
Prepaid expenses and other current assets		32,482		28,440

Total current assets		1,151,196		1,332,228
Property and equipment, net		278,447		222,193
Goodwill		1,866,288		1,424,671
Intangible assets, net		490,996		440,182
Long-term investments		187		109,088
Other assets		89,935		85,973

Total assets	$	3,877,049	$	3,614,335

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt	$	234,246	$	12,390
Accounts payable, accrued expenses and other current liabilities		244,344		183,285
Income taxes		32,987		510

Total current liabilities		511,577		196,185
Long-term debt		1,151,923		1,319,315
Pension liabilities		16,431		15,307
Deferred income tax liability		141,432		153,716
Other long-term liabilities		13,892		16,561
Stockholders’ equity		2,041,794		1,913,251

Total liabilities and stockholders’ equity	$	3,877,049	$	3,614,335

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aTyr Pharma Inactive 8-KInvitrogen Announces Fourth Quarter and Full Year 2005 Results