-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIQTFkPhxlzFqei/wOJmPJlrtn8EN0zf5TLbu04f3q9TMjrb06rX3YKDo02AtrAc 9UqzA4p/cdbBzp9MDfq6uQ== 0000912057-01-538944.txt : 20020410 0000912057-01-538944.hdr.sgml : 20020410 ACCESSION NUMBER: 0000912057-01-538944 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20010930 FILED AS OF DATE: 20011113 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUKER DALTONICS INC CENTRAL INDEX KEY: 0001109354 STANDARD INDUSTRIAL CLASSIFICATION: LABORATORY ANALYTICAL INSTRUMENTS [3826] IRS NUMBER: 043110160 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-30833 FILM NUMBER: 1782301 BUSINESS ADDRESS: STREET 1: 44 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 MAIL ADDRESS: STREET 1: 44 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 10-Q 1 a2062585z10-q.htm FORM 10-Q Prepared by MERRILL CORPORATION
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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q

(Mark One)


/x/

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2001

/ /

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM              TO              

Commission File Number 000 30833


Bruker Daltonics Inc.

(Exact name of registrant as specified in its charter)

DELAWARE
(State or other jurisdiction of
incorporation or organization)
  04-3110160
(I.R.S. Employer
Identification Number)

15 Fortune Drive
Billerica, MA 01821

(Address of principal executive offices)

(978) 663-3660

(Registrant's telephone number, including area code)


    Check whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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.

    (1) Yes /x/      No / /

    As of November 1, 2001 there were 54,873,276 shares of the Registrant's common stock outstanding.


 
   
  Page
Number

PART I   FINANCIAL INFORMATION    

ITEM 1:

 

Financial Statements (Unaudited)

 

 

 

 

Consolidated Condensed Balance Sheets as of September 30, 2001 and December 31, 2000

 

3
    Consolidated Condensed Statements of Operations for the three months and nine months ended September 30, 2001 and September 30, 2000   4
    Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2001 and September 30, 2000   5
    Notes to Consolidated Condensed Financial Statements   6

ITEM 2:

 

Management's Discussion and Analysis of Financial Condition and Results of Operations

 

9

ITEM 3:

 

Quantitative and Qualitative Disclosures of Market Risk

 

11

PART II

 

OTHER INFORMATION

 

 

ITEM 1:

 

Legal Proceedings

 

12

ITEM 2:

 

Changes in Securities and Use of Proceeds

 

12

ITEM 3:

 

Defaults Upon Senior Securities

 

12

ITEM 4:

 

Submission of Matters to a Vote of Security Shareholders

 

12

ITEM 5:

 

Other Information

 

12

ITEM 6:

 

Exhibits and Reports on Form 8-K

 

13

 

 

SIGNATURES

 

14

PART I FINANCIAL INFORMATION

ITEM 1: Financial Statements (Unaudited)

Bruker Daltonics Inc.

Consolidated Condensed Balance Sheets

(dollar amounts in thousands)

 
  September 30,
2001

  December 31,
2000

 
  (Unaudited)

   
ASSETS            
Current assets:            
  Cash and cash equivalents   $ 8,262   $ 21,735
  Short-term investments     69,719     72,894
  Accounts receivable, net     15,232     12,332
  Inventories     46,670     36,780
  Other assets     4,527     3,680
   
 
Total current assets     144,410     147,421

Property, plant and equipment, net

 

 

31,231

 

 

25,528
Intangible and other assets     12,182     11,605
   
 
Total assets   $ 187,824   $ 184,554
   
 
Liabilities and stockholders' equity            
Current liabilities:            
  Short-term bank borrowings   $ 4,762   $
  Accounts payable and accrued expenses     15,475     13,138
  Other liabilities     17,708     23,229
   
 
Total current liabilities     37,945     36,367

Long-term debt

 

 

11,627

 

 

12,037
Other long term liabilities     11,542     11,978

Common stock, $0.01 par value, authorized 100,000,000 shares, 54,842,583 shares issued and outstanding in 2001 and 54,779,218 in 2000

 

 

548

 

 

548
Other stockholders' equity     126,162     123,624
   
 
Total stockholders' equity     126,710     124,172
   
 
Total liabilities and stockholders' equity   $ 187,824   $ 184,554
   
 

See accompanying notes.

3


Bruker Daltonics Inc.

Consolidated Condensed Statements of Operations

(dollar amounts in thousands, except per share data)

(Unaudited)

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2001
  2000
  2001
  2000
Product revenues   $ 23,556   $ 22,169   $ 67,605   $ 53,273
Other revenues     233     521     403     1,539
   
 
 
 
  Net revenues     23,789     22,690     68,008     54,812

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 
  Cost of product revenue     11,249     11,524     32,132     25,854
  Selling, general and administrative     7,083     4,654     19,890     12,629
  Research and development     4,841     5,935     14,128     14,551
  Provision for loss on contract     1,513         1,513    
  Patent litigation costs     (1,869 )       (1,869 )   303
   
 
 
 
Total costs and operating expenses     22,817     22,113     65,794     53,337
   
 
 
 
Operating income from continuing operations     972     577     2,214     1,475
Interest and other income, net     522     613     2,264     289
   
 
 
 
Income from continuing operations before provision for income taxes     1,494     1,190     4,478     1,764
Provision for income taxes     569     609     1,775     928
   
 
 
 
Income from continuing operations     925     581     2,703     836
Income from discontinued operations, net of income taxes         52         184
   
 
 
 
Net income   $ 925   $ 633   $ 2,703   $ 1,020
   
 
 
 

Net income per share—basic and diluted

 

 

 

 

 

 

 

 

 

 

 

 
Income from continuing operations   $ 0.02   $ 0.01   $ 0.05   $ 0.02
Income from discontinued operations, net of income taxes     0.00     0.00     0.00     0.00
   
 
 
 
Net income   $ 0.02   $ 0.01   $ 0.05   $ 0.02
   
 
 
 

See accompanying notes.

4


Bruker Daltonics Inc.

Consolidated Condensed Statements of Cash Flows

(dollar amounts in thousands)

(Unaudited)

 
  Nine Months Ended
September 30,

 
 
  2001
  2000
 
Net cash (used in) provided by continuing operations   $ (13,849 ) $ 160  
Net cash provided by discontinued operations         69  
   
 
 
Net cash (used in) provided by operating activities     (13,849 )   229  
   
 
 

Investing activities

 

 

 

 

 

 

 
Purchases of property and equipment     (9,253 )   (1,995 )
Purchase of other long-term assets     (252 )    
Purchase of short-term investments     (2,763 )    
Redemption of short-term investments     5,938      
Investment in other companies     (500 )    
Acquisition of business, net of cash acquired         (85 )
   
 
 
Net cash used in investing activities     (6,830 )   (2,080 )

Financing activities

 

 

 

 

 

 

 
Proceeds from issuance of common stock     184     109,702  
Proceeds from short-term borrowings     5,200     4,464  
Payments on short-term borrowings     (473 )   (6,851 )
Advances from (payments to) affiliated companies, net     2,843     (3,265 )
   
 
 
Net cash provided by financing activities     7,754     104,050  
Effect of exchange rate changes     (548 )   (178 )
   
 
 
Net change in cash and cash equivalents     (13,473 )   102,021  
Cash and cash equivalents at beginning of period     21,735     2,443  
   
 
 
Cash and cash equivalents at end of period   $ 8,262   $ 104,464  
   
 
 

Non-Cash Financing Activities

 

 

 

 

 

 

 
Issuance of common stock for investment in other company   $ 428      

See accompanying notes.

5



Bruker Daltonics Inc.
Notes to Consolidated Condensed Financial Statements

1.  Description of Business

    Bruker Daltonics Inc. and its wholly-owned subsidiaries (the "Company") design, manufacture and market proprietary life science systems based on its mass spectrometry core technology platforms. The Company also sells a broad range of field analytical systems for substance detection and pathogen identification. The Company maintains major technical centers in Europe, North America and Japan. Bruker Daltonics allocates substantial capital and resources to research and development and is party to various collaborations and strategic alliances. The Company's diverse customer base includes pharmaceutical companies, biotechnology companies, proteomics companies, academic institutions and government agencies. The financial statements represent the consolidated accounts of Bruker Daltonics Inc. and its wholly-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. The consolidated condensed financial statements as of September 30, 2001 and for the three months and nine months ended September 30, 2001 and 2000 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months and nine months ended September 30, 2001 are not necessarily indicative of the results that may be expected for the year ending December 31, 2001. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The balance sheet at December 31, 2000 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company's Annual Report for the year ended December 31, 2000.

2.  Inventories

    The components of inventories were as follows (in thousands):

 
  September 30,
2001

  December 31,
2000

 
  (Unaudited)

   
Raw materials   $ 13,714   $ 14,391
Work-in-process     17,574     13,690
Finished goods     15,382     8,699
   
 
    $ 46,670   $ 36,780
   
 

3.  Earnings Per Share

    Basic earnings per share is calculated by dividing net earnings by the weighted-average number of common shares outstanding during the period. The diluted earnings per share computation includes the effect of shares which would be issuable upon the exercise of outstanding stock options, reduced by the number of shares which are assumed to be purchased by the Company from the resulting proceeds at the average market price during the period.

6


    The following table sets forth the computation of basic and diluted average shares outstanding for the periods indicated (in thousands):

 
  Three Months Ended
September 30,

  Nine Months Ended
September 30,

 
  2001
  2000
  2001
  2000
Average shares outstanding—basic   54,842   51,261   54,809   47,434
Net effect of dilutive stock options—based on treasury stock method   319   628   349   628
   
 
 
 
Average shares outstanding—diluted   55,161   51,889   55,158   48,062
   
 
 
 

4.  Comprehensive Income (Loss)

    Total comprehensive income (loss) consisting of net income and income (loss) on foreign currency translations was $3 million and $1.7 million for the three months and nine months ended September 30, 2001, respectively and $(277,000) and $(492,000) for the three months and nine months ended September 30, 2000, respectively.

5.  Commitments and Contingencies

    The Company's wholly-owned subsidiary, Bruker Daltonik GmbH, has a $2.7 million and $4.1 million accrued reserve at September 30, 2001 and December 31, 2000, respectively, related both to patent infringement litigation and possible cost overruns, attorneys' fees and liquidated damages related to an existing contract.

    Since December 31, 1996, the Company has been involved in patent litigation with a competitor, Finnigan, a subsidiary of Thermo Electron Corporation. In August 2001, the Company announced a comprehensive settlement agreement for all of this litigation. The worldwide settlement agreement provides for the dismissal of all pending suits, the waiving of all damages, and a framework of licensing and arbitration for potential future patent disputes between the companies in the field of ion trap mass spectrometry (ITMS). The settlement allows both companies, as well as their distributors, to sell their unmodified ITMS systems effective immediately. As a result, the Company reduced its patent litigation accrual by approximately $1.9 million in the third quarter of 2001, leaving an accrual of $1.2 million.

    The Company during the third quarter of 2001 has also accrued a $1.5 million reserve related to an existing contract within our substance detection and pathogen identification business. The reserve is for possible cost overruns, attorneys' fees and liquidated damages related to this contract. The Company intends to reach a reasonable settlement with the other party to the contract regarding the currently outstanding difficulties related to the contract. The Company believes it has an adequate reserve for these possible cost overruns, attorneys' fees and liquidated damages.

    Other lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending from time to time against the Company. The Company believes the outcome of these proceedings, if any, will not have a material impact on the Company's financial position or results of operations.

    The Company has purchase commitments as of September 30, 2001 of approximately $17 million for the expansion of an existing facility in Germany and the construction of a new facility in the United States.

7


6.  Accounting Developments

    In July 2001, the Financial Accounting Standards Board issued SFAS No. 141, "Business Combinations" ("SFAS 141"), and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires that the purchase method of accounting be used for all business combinations initiated after June 30, 2001 and prohibits the use of the pooling-of-interests method. SFAS 142 changes the accounting for goodwill from an amortization method to an impairment-only approach. Thus, amortization of goodwill, including goodwill recorded in past business combinations, will cease upon adoption of SFAS 142, which for companies with calendar year ends, will be January 1, 2002. In addition, companies will be required to evaluate all existing goodwill for impairment within six months of adoption by comparing the fair value of each reporting unit to its carrying value at the date of adoption. Any transitional impairment losses will be recognized in the first interim period in the year of adoption and will be recognized as the effect of a change in accounting principle. Management believes the adoption of SFAS 141 and SFAS 142 will not have a material effect on the financial position or results of operations of the Company.

    In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS 144"). SFAS 144 requires that one accounting model be used for long-lived assets to be disposed of by sale. Discontinued operations will no longer be measured on a net realizable value basis, but will be measured similar to other long-lived assets classified as held for sale at the lower of its carrying amount or fair value less cost to sell. Future operating losses will no longer be recognized before they occur. SFAS 144 also broadens the presentation of discontinued operations to include a component of an entity when operations and cash flows can be clearly distinguished, and establishes criteria to determine when a long-lived asset is held for sale. The provisions of this Statement are effective for financial statements issued for fiscal years beginning after December 15, 2001. The adoption of this Statement will not have a material effect on the Company's results of operations or financial position.

7.  Subsequent Event

    In October 2001, the Company acquired 333,334 shares of Series C Preferred Stock of GeneFormatics, Inc., in exchange for $500,013 in cash and 30,693 shares of the Company's common stock. The acquired securities will be included in investments in other companies and will be accounted for under the cost method.

8


ITEM 2: Management's Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Quarter Ended September 30, 2001 Compared to Quarter Ended September 30, 2000

    Product Revenue.  Total product revenue for the three months ended September 30, 2001 increased $1.4 million, or 6.3%, to $23.6 million compared to $22.2 million in 2000. Life science systems revenue, substance detection systems revenue and aftermarket revenue as a percentage of product revenue was 75%, 8.7% and 16.3%, respectively, in 2001 as compared to 65%, 20% and 15%, respectively, in 2000. The increase is related to continuing growth of all our life science product lines and growth in our aftermarket sales.

    Other Revenue.  Other revenue for the three months ended September 30, 2001 decreased $288,000, or 55.3%, to $233,000 compared to $521,000 in 2000. This decrease was due to the completion of certain projects for early-stage research and development, which were funded by grants from the German and United States governments.

    Cost of Product Revenue.  Cost of product revenue for the three months ended September 30, 2001 decreased $275,000, or 2.4%, to $11.3 million compared to $11.5 million in 2000. The cost of product revenue as a percentage of product revenue was 47.8% in 2001 as compared to 52% in 2000. The decrease relates to the product mix of sales directly to customers and through strategic alliances and an overall reduction in cost of our new products.

    Selling, General and Administrative.  Selling, general and administrative expenses for the three months ended September 30, 2001 increased $2.4 million, or 52.2%, to $7.1 million compared to $4.7 million in 2000. Selling, general and administrative expenses as a percentage of product revenues were 30.1% in 2001 and 21% in 2000. The increase relates to significant new product introductions during the first and second quarter and the cost related to the rollout of these products. This increase was also due to a combination of higher sales commissions earned by our direct sales force and the addition of four distribution subsidiaries not in operation during the three months ended September 30, 2000.

    Research and Development.  Research and development expenses for the three months ended September 30, 2001 decreased $1.1 million, or 18.4%, to $4.8 million in 2001 compared to $5.9 million in 2000. As a percentage of product revenues, research and development expenses were 20.6% in 2001 compared to 26.8% in 2000. The decrease relates to the completion of certain new developments that have now become a part of our existing products.

    Provision for Loss on Contract.  The Company during the third quarter 2001 has accrued a $1.5 million reserve related to an existing contract within our substance detection and pathogen identification business. The reserve is for possible cost overruns, attorneys' fees and liquidated damages related to this contract.

    Litigation Costs.  The reserve was reduced by $1.9 million as a result of the reduction in the contingent liability related to the settlement of ongoing litigation from 1997.

    Interest and Other Income, Net.  Interest and other income, net for the three months ended September 30, 2001 was $522,000, compared to $613,000 in 2000. The difference relates to the lower interest rate earned on our short-term investments during the quarter.

Nine Months Ended September 30, 2001 Compared to Nine Months Ended September 30, 2000

    Product Revenue.  Total product revenue for the nine months ended September 30, 2001 increased $14.3 million, or 26.9%, to $67.6 million compared to $53.3 million in 2000. Life science systems

9


revenue, substance detection systems revenue and aftermarket revenue as a percentage of product revenue was 75%, 7% and 18%, respectively, in 2001 as compared to 62%, 28% and 10%, respectively, in 2000. The increase in product revenue in 2001 was due to a continuing demand of all our life science products, with a stronger emphasis on our MALDI-TOF and Ion Trap Mass Spectrometer product lines.

    Other Revenue.  Other revenue for the nine months ended September 30, 2001 decreased $1.1, or 73.8%, to $403,000 compared to $1.5 million in 2000. This decrease was due to the completion of certain projects for early-stage research and development which were funded by grants from the German and United States governments.

    Cost of Product Revenue.  Cost of product revenue for the nine months ended September 30, 2001 increased $6.3 million, or 24.3%, to $32 million compared to $25.9 million in 2000. The cost of product revenue as a percentage of product revenue was 47.5% in 2001 as compared to 48.5% in 2000. The increase relates to the product mix of sales directly to customers and through strategic alliances.

    Selling, General and Administrative.  Selling, general and administrative expenses for the nine months ended September 30, 2001 increased $7.3 million, or 57.5%, to $19.9 million compared to $12.6 million in 2000. Selling, general and administrative expenses as a percentage of product revenues were 29.4% in 2001 and 23.7% in 2000. The increase relates to significant new product introductions during the period and the costs related to the roll-out of these products. This increase was also due to a combination of higher sales commissions earned by our direct sales force and the addition of a four distribution subsidiaries not in operation during the nine months ended September 30, 2000.

    Research and Development.  Research and development expenses for the nine months ended September 30, 2001 decreased $423,000, or 2.9%, to $14.1 million in 2001 compared to $14.6 million in 2000. As a percentage of product revenues, research and development expenses were 20.9% in 2001 compared to 27.3% in 2000. The decrease relates to the completion of certain new developments that have now become new product introduction.

    Provision for Loss on Contract.  The Company during the third quarter 2001 has accrued a $1.5 million reserve related to an existing contract within our substance detection and pathogen identification business. This reserve is for possible cost overruns, attorneys' fees and liquidated damages related to this contract.

    Litigation Costs.  The principal change in litigation costs was $1.9 million as a result of the reduction in the contingent liability related to the settlement of ongoing litigation from 1997.

    Interest and Other Income, Net.  Interest and other income, net for the nine months ended September 30, 2001 was $2.3 million, compared to a $289,000 in 2000. The difference relates to the interest earned on the additional funding raised in our equity offering during the third quarter of 2000.

Liquidity and Capital Resources

    Presently, we anticipate that our existing capital resources will meet our operating and investing needs through the end of 2001. Historically, we have financed our growth through a combination of cash provided from operations, debt financing and issuance of common stock. During 2001, net cash used in operating activities was $13.8 million. This is an increase in net cash used in operating activities as compared to 2000 and is primarily a result of increased inventory, accounts receivables and other assets.

    We used $9.3 million of cash during the first nine months of 2001 for capital expenditures. This was principally related to expenditures related to the expansion of an existing facility in Germany and the construction of a new production facility in the United States. The Company expects that annual

10


capital expenditures will increase in 2001 by approximately $8 million as a result of the expansion and construction of the new production facility. Such capital expenditures were made to improve productivity and expand manufacturing capacity. We expect to continue to make capital investments focused on enhancing the efficiency of our operations and supporting our growth.

    On October 8, 2001, we entered into a renewal of our revolving line of credit with Citizens Bank in the United States in the amount of $2.5 million. This line, which is secured by portions of our inventory, receivables and equipment in the United States, was used to support working capital and expires July 31, 2002. We also maintained revolving lines of credit of approximately $6.2 million with German banks. As of September 30, 2001, there was approximately $4 million outstanding on these lines. Our German lines of credit are unsecured. During the first half of 2001, we entered into three revolving lines of credit for approximately $1.2 million with a Japanese bank. As of September 30, 2001, we paid approximately $437,000 to close one line of credit and there was approximately $803,000 outstanding on the remaining two lines. These lines of credit are unsecured.

    Our future capital uses and requirements depend on numerous factors, including our success in selling our existing products, our progress in research and development, our ability to introduce and sell new products, our sales and marketing expenses, our need to expand production capacity, costs associated with possible acquisitions, expenses associated with unforeseen litigation, regulatory changes, competition and technological developments in the market.

Forward Looking Information

    The matters discussed in this report contain forward-looking statements that involve risks and uncertainties. The Company's actual results could differ materially from those discussed herein. Such statements are made pursuant to the safe harbor provisions of the "Private Securities Litigation Reform Act of 1995." The preceding discussion of the financial condition and results of operations of the Company should be read in conjunction with the interim condensed consolidated financial statements and the notes thereto included in Part I, Item 1 of this Quarterly Report on Form 10-Q and the consolidated financial statements and notes thereto contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2000.

Inflation

    We do not believe inflation has had a material impact on our business or operating results during the periods presented.

Impact of Foreign Currencies

    We sell our products in many countries, and a substantial portion of our sales and a portion of our costs and expenses are denominated in foreign currencies, especially in Euro. Historically, our realized foreign exchange gains and losses have not been material. Accordingly, we have not hedged our foreign currency position in the past. However, as we expand our sales internationally, we plan to evaluate our currency risks, and we may enter into foreign exchange contracts from time to time to mitigate foreign currency exposure.

ITEM 3: Quantitative and Qualitative Disclosures of Market Risk

    Part of the information called for by this item is provided under the caption "Liquidity and Capital Resources" and "Impact of Foreign Currencies" under Item 2: Management's Discussion and Analysis of Financial Condition and Results of Operations.

    The Company does not use derivative financial instruments for trading or speculative purposes. However, the Company regularly invests excess cash in overnight repurchase agreements and interest-

11


bearing investment-grade securities that we hold for the duration of the term of the respective instrument and are subject to changes in short-term interest rates. The Company believes that the market risk arising from holding these financial instruments is minimal.

    The Company's exposure to market risks associated with changes in interest rates relates primarily to the increase or decrease in the amount of interest income earned on its investment portfolio since the Company's long-term debt has a fixed rate. The Company ensures the safety and preservation of invested funds by limiting default risks, market risk and reinvestment risk. The Company mitigates default risk by investing in investment grade securities. A hypothetical 100 basis point adverse move in interest rates along the entire interest rate yield curve would not materially affect the fair value of the Company's interest sensitive financial instruments at September 30, 2001. Declines in interest rates over time will, however, reduce the Company's interest income.

12


PART II OTHER INFORMATION

ITEM 1: Legal Proceedings

Finnigan Litigation

    Since December 31, 1996, the Company has been involved in patent litigation with a competitor, Finnigan, a subsidiary of Thermo Electron Corporation. In August 2001 the Company announced a comprehensive settlement agreement for all of the litigation.

    The worldwide settlement agreement provides for the dismissal of all pending suits, the waiving of all damages, and a framework of licensing and arbitration for potential future patent disputes between the companies in the field of ion trap mass spectrometry (ITMS). The settlement allows both companies, as well as their distributors, to sell their unmodified ITMS systems effective immediately.

General

    The Company may, from time to time, be involved in other legal proceedings in the ordinary course of business. The Company is not currently involved in any other pending legal proceedings that, either individually or taken as a whole, could materially harm our business, prospects, results of operations or financial condition. With the exception of the litigation described above, in the last two fiscal years, neither we nor our subsidiaries have been involved in any lawsuits or arbitrations that could have or have had a material adverse effect on our financial position, operating results and cash flows. No such arbitrations or lawsuits have been threatened.

ITEM 2: Changes in Securities and Use of Proceeds

    On August 3, 2000, the Securities and Exchange Commission declared effective our registration statement on Form S-1 (No. 333-34820) pursuant to which we offered and sold 9,200,000 shares of our common stock. We have used a portion of the net proceeds of the offering to fund our continuing research and development activities and for working capital and other general corporate purposes. Additionally, we have used approximately $7.0 million of the net proceeds to pay off a portion of our outstanding bank debt.

    On October 16, 2001, the Company issued 30,693 shares of common stock, which were not registered under the Securities Act, and paid $500,013 in cash to GeneFormatics, Inc. for 333,334 shares of GeneFormatics, Inc.'s Series C Preferred Stock. The Company's issuance of common stock was in connection with a private placement pursuant to Section 4(2) of the Securities Act.

ITEM 3: Defaults Upon Senior Securities

    None.

ITEM 4: Submission of Matters to a Vote of Security Shareholders

    None.

ITEM 5: Other Information

    On September 17, 2001, the U.S. Department of Defense awarded the Company a contract under which the Company will manufacture and supply chemical and biological detection mass spectrometers.

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ITEM 6: Exhibits and Reports on Form 8-K

    (a)
    Exhibits.

    None.

    (b)
    Current Reports on Form 8-K.

    We did not file any reports on Form 8-K during the three months and nine months ended September 30, 2001.

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SIGNATURES

    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 thereunto duly authorized.

    BRUKER DALTONICS INC.

Date: November 13, 2001

 

By:

/s/ 
FRANK H. LAUKIEN, PH.D.   
Frank H. Laukien, Ph.D.
President, Chairman, Chief Executive Officer, and Director (Principal Executive Officer)

Date: November 13, 2001

 

By:

/s/ 
JOHN J. HULBURT, CPA   
John J. Hulburt, CPA
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)

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QuickLinks

Bruker Daltonics Inc. Consolidated Condensed Balance Sheets (dollar amounts in thousands)
Bruker Daltonics Inc. Consolidated Condensed Statements of Operations (dollar amounts in thousands, except per share data) (Unaudited)
Bruker Daltonics Inc. Consolidated Condensed Statements of Cash Flows (dollar amounts in thousands) (Unaudited)
Bruker Daltonics Inc. Notes to Consolidated Condensed Financial Statements
SIGNATURES
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