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SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003

OR

Commission file number: 0-25317

Registrant’s telephone number, including area code: (760) 603-7200

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 o.

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes x or No o

As of May 7, 2003 there were 50,052,148 shares of the registrant’s Common Stock, par value $.01 per share, outstanding.

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements

INVITROGEN CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except par value data)

The accompanying notes are an integral part of these consolidated financial statements.

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INVITROGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share data)(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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INVITROGEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.

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INVITROGEN CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

GENERAL

     The consolidated financial statements include the accounts of Invitrogen Corporation and its majority owned or controlled subsidiaries, collectively referred to as Invitrogen. All significant intercompany accounts and transactions have been eliminated in consolidation. The interim financial statements have been prepared by Invitrogen, 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. In the opinion of management, 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.

     These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in our Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 7, 2003.

1.

Business Combinations and Integrations

PanVera Asset Acquisition

     On March 28, 2003, Invitrogen completed its acquisition of products and technology rights from PanVera LLC, a wholly-owned subsidiary of Vertex Pharmaceuticals, Inc. The products and rights acquired include biochemical and cellular assay capabilities and PanVera’s commercial portfolio of proprietary reagents, probes and proteins. As part of the transaction, Invitrogen also acquired PanVera’s research, development and manufacturing facility in Madison, Wisconsin. 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. Invitrogen paid $93.2 million in cash, $6.2 million into an escrow account that will be used to pay off debt assumed, and $1.3 million to acquire equipment under operating leases and $0.8 million in closing costs for a total purchase price of $101.5 million. The excess of purchase price over the acquired net tangible assets was $80.1 million at March 31, 2003, and has been allocated to purchased technology in the Consolidated Balance Sheets, and is subject to change pending the completion of the valuation of the acquired intangible assets. Invitrogen has accrued for and expects to pay an additional $1.0 million in closing costs during the next three months in 2003.

     Invitrogen’s integration plan includes the termination of 7 employees. Costs necessary to integrate the businesses of Invitrogen and PanVera that are expected to benefit future operations are expensed as business integration costs after management has completed and approved the restructuring plans and associated costs. No such expenses were recognized during the three months ended March 31, 2003, and future expenses, mainly for retention, are expected to be minimal. As of March 31, 2003, Invitrogen had $1.2 million remaining in accrued merger and restructuring related costs that are included in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Activity for accrued acquisition and business integration costs for the three months ended March 31, 2003 is as follows:

     The unaudited pro forma information required to be disclosed by Accounting Principles Board Opinion No. 16 (assuming that the acquisition of PanVera’s assets occurred on January 1, 2002) is not presently available. Management expects to provide the information in Invitrogen’s next Form 10-Q filing. The primary pro forma effect on Invitrogen’s historical operating results for the three months ended March 31, 2003 and 2002 would be the amortization expense from the acquired purchased technology, which will be determined upon completion of the

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valuation of the acquired intangible assets, and the estimated lost interest income on the net cash used in the acquisition of approximately $0.6 million for each of the three months ended March 31, 2003 and 2002.

InforMax Integration

     Invitrogen completed its review of acquired intangible assets related to its December 6, 2002, acquisition of InforMax, Inc., and has allocated $6.6 million to purchased intangibles as of March 31, 2003, to be amortized over 3 years. The excess of purchase price over the acquired net assets was $5.4 million at March 31, 2003, and has been recorded as goodwill in the Consolidated Balance Sheets, and is subject to change pending the outcome of current lease and sublease negotiations.

     Invitrogen’s management has approved an integration plan which included the termination of 48 employees, the relocation or transfer to other sites of 104 employees mainly to our Frederick, Maryland facility and the closure of duplicate facilities in Maryland. Costs necessary to integrate the businesses of Invitrogen and InforMax that are expected to benefit future operations are expensed as business integration costs after management has completed and approved the restructuring plans and associated costs. Restructuring costs totaled $0.3 million for the three months ended March 31, 2003 and have been recognized as expense in business integration costs in the consolidated Statements of Income. Additional business integration costs associated with Invitrogen’s ongoing integration of InforMax are estimated to be $0.2 million during the remainder of 2003, principally for retention and costs to close facilities. As of March 31, 2003, Invitrogen had $0.8 million remaining in accrued merger and restructuring related costs that are included in accrued expenses and other current liabilities in the Consolidated Balance Sheets. Activity for accrued merger and business integration costs for the three months ended March 31, 2003 is as follows:

2.

Segment Information

     Invitrogen operates in two business segments, a Molecular Biology segment and a Cell Culture segment. Unaudited segment information is as follows:

     Invitrogen has no intersegment revenues. Also, Invitrogen does not currently segregate assets by segment as a significant portion of Invitrogen’s total assets are shared or non-segment assets which Invitrogen does not assign to its two operating segments. Invitrogen has determined that it is not useful to assign its shared assets to its Molecular Biology and Cell Culture segments.

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3.

Inventories

     Inventories include material, labor and overhead costs and consist of the following:

4.

Accumulated Depreciation and Amortization

     Accumulated depreciation and amortization of property, plant and equipment was $50.6 million and $44.0 million at March 31, 2003 and December 31, 2002, respectively. Accumulated amortization of intangible assets was $171.9 million and $154.4 million at March 31, 2003 and December 31, 2002, respectively.

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