-----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, H8d316JMSCuPjFpesjB5/YWcA2w6BDEOjzmZSIOmC4p+HHZmmfhpggg5838UtiEN B8dywT5mqfloDpx5yuRZgw== 0001047469-03-017426.txt : 20030507 0001047469-03-017426.hdr.sgml : 20030507 20030507172512 ACCESSION NUMBER: 0001047469-03-017426 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030507 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030507 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-30833 FILM NUMBER: 03686846 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 8-K 1 a2110617z8-k.htm 8-K
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): May 7, 2003

BRUKER DALTONICS INC.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
  000-30833
(Commission
File Number)
  04-3110160
(IRS Employer
Identification No.)


40 Manning Road
Billerica, MA 01821
(Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code: (978) 663-3660




Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits.

 

 

(c)    Exhibits
 
  Number

  Description

    99.1   Bruker Daltonics Inc. press release dated May 7, 2003.
Item 9.   Regulation FD Disclosure (furnished under Item 12, Disclosure of Results of Operations and Financial Conditions)

 

 

On May 7, 2003, Bruker Daltonics Inc. announced its results of operations for the quarter ended March 31, 2003. A copy of the related press release is attached hereto as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

 

The information provided in this Form 8-K is being furnished under Item 12, Disclosure of Results of Operations and Financial Condition, and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific release in such a filing.


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 hereunto duly authorized.

    BRUKER DALTONICS INC.

DATE: MAY 7, 2003

 

By:

/s/  
JOHN J. HULBURT      
John J. Hulburt
Chief Financial Officer and Treasurer



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SIGNATURES
EX-99.1 3 a2110617zex-99_1.htm EXHIBIT 99.1
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Exhibit 99.1

Bruker Daltonics Reports First Quarter 2003 Product Revenue of
$34.1 Million, an Increase of 19% Before Currency Effects


First Quarter 2003 EBITDA Excluding Merger Costs Up 28% Year-over-Year

Billerica, Massachusetts—May 7, 2003—Bruker Daltonics Inc. (NASDAQ: BDAL) today reported its financial results for the first quarter ended March 31, 2003. For the three months ended March 31, 2003, Bruker Daltonics reported product revenues of $34.1 million, compared to $25.7 million for the first quarter 2002, an increase of 32.7%, or 18.8% on a constant currency basis.

First quarter 2003 EBITDA excluding merger related costs was $3.9 million, as compared to first quarter 2002 EBITDA of $3.0 million, an increase of 28%. The first quarter 2003 GAAP net loss was ($0.02) per diluted share, compared to net income of $0.02 per diluted share in the first quarter of 2002. Excluding first quarter merger related costs of approximately $1.9 million (which are not tax deductible) related to the expected merger of Bruker Daltonics and Bruker AXS, operating EPS was $0.02 per diluted share for the first quarter of 2003, the same as in Q1 of 2002.

In the first quarter of 2003, life science systems revenue, substance detection systems revenue and aftermarket revenue as a percentage of product revenue were 76%, 6% and 18%, respectively, as compared to 76%, 8% and 16%, respectively, in Q1 of 2002.

Frank Laukien, President and Chief Executive Officer, commented: "We are obviously very pleased with our continued strong life science revenue growth and our EBITDA growth, despite a difficult economic environment. As we announced in early April, our new order bookings growth for life science systems was robust in the first quarter. Fundamentally, our product lines, including our new products introduced in March at Pittcon 2003, continue to be very well received by our customers."

EARNINGS CONFERENCE CALL

The Company will host a live streaming-audio webcast of its first quarter 2003 financial results conference call at 10:00 a.m. Eastern Time on Thursday, May 8, 2003. To listen to the webcast, investors should go to www.bdal.com, select Investor Relations, and then click on the live web broadcast. The webcast will remain on the Company web site for 30 days. Investors can also listen by telephone by calling 1-888-339-2688 in the U.S., or 617-847-3007 outside the U.S., and should refer to the Bruker Daltonics First Quarter Earnings Call led by President and CEO, Frank Laukien. A toll-free replay will be available by dialing 1-888-286-8010, or 617-801-6888 outside the U.S., with the replay pass code of 91894191.

ABOUT BRUKER DALTONICS

Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry. For more information about Bruker Daltonics, please visit www.bdal.com. On April 4, 2003, Bruker Daltonics signed a definitive merger agreement with Bruker AXS Inc. (NASDAQ: BAXS). A preliminary joint S-4 proxy statement/prospectus was filed with the SEC on May 1st, 2003.

CAUTIONARY STATEMENT

Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. Any forward-looking statements contained herein are based on current expectations, but are subject to a number of risks and uncertainties. The factors that could cause actual future results to differ materially from current expectations include, but are not limited to, risks and uncertainties relating to technological approaches, product development, manufacturing, market acceptance, cost and pricing of Bruker Daltonics' products, dependence on collaborative partners, suppliers, FDA and other regulatory approvals to the extent applicable, competition, the intellectual property of others, patent


protection and litigation and other risk factors discussed from time to time in Bruker Daltonics' reports or filings with the Securities and Exchange Commission. Bruker Daltonics expressly disclaims any obligation to update the information contained herein.

FOR FURTHER INFORMATION:   Michael Willett, Investor Relations Officer
Tel: (978) 663-3660, ext. 1411
Email: michael.willett@bdal.com

Condensed consolidated statements of operations and balance sheets follow.


Bruker Daltonics Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(amounts in thousands, except per share amounts)

 
  Three Months Ended
March 31,

 
  2003
  2002
 
  (unaudited)

Product revenues   $ 34,060   $ 25,674
Other revenues     45     109
   
 
  Net revenues     34,105     25,783
Costs and operating expenses:            
  Cost of product revenue     16,834     12,075
  Selling, general and administrative     9,548     7,857
  Research and development     6,304     4,503
  Merger related costs     1,910    
   
 
Total costs and operating expenses     34,596     24,435
   
 
Operating (loss) income     (491 )   1,348
Interest and other (expense) income, net     (86 )   220
   
 
(Loss) income from operations, before provision for income taxes     (577 )   1,568
Provision for income taxes     503     627
   
 
Net (loss) income   $ (1,080 ) $ 941
   
 
Net (loss) income per share—basic and diluted            
Net (loss) income   $ (0.02 ) $ 0.02
Shares used in computing net (loss) income per share—basic     54,551     54,883
Shares used in computing net (loss) income per share—diluted     54,551     55,155

Reconciliation of net (loss) income per diluted share, in accordance with generally accepted accounting principles, with Operating EPS per diluted share:

 
  Three Months Ended
March 31,

 
  2003
  2002
Net (loss) income per diluted share   $ (0.02 ) $ 0.02
Income per diluted share effect of merger charges     0.04    
Operating EPS per diluted share   $ 0.02   $ 0.02

The Operating EPS per diluted share presented above is used by management because we believe it is a better measurement of the performance of the Company's results of operations against prior periods and is not in accordance with generally accepted accounting principles. The above reconciliations represent those adjustments management has made in computing Operating EPS. Management feels these activities may not be indicative of the business or its future results.

EBITDA is defined as operating (loss) income excluding depreciation and amortization expenses.


CONDENSED CONSOLIDATED BALANCE SHEETS
(dollar amounts in thousands)

 
  March 31,
2003

  December 31,
2002

 
  (Unaudited)

   
Assets            
Current assets:            
  Cash and short-term investments   $ 48,971   $ 46,911
  Accounts receivable, net     28,983     27,182
  Inventories     69,561     67,706
  Other assets     5,131     3,675
   
 
Total current assets     152,646     145,474
Property, plant and equipment, net     53,635     52,543
Intangible and other assets     5,251     5,085
   
 
Total assets   $ 211,532   $ 203,102
   
 
Liabilities and stockholders' equity Current liabilities:            
  Short-term bank borrowings   $ 21,054   $ 15,357
  Accounts payable and accrued expenses     21,897     19,411
  Other liabilities     22,251     23,412
   
 
  Total current liabilities     65,202     58,180
Long-term debt     8,439     8,038
Other long term liabilities     11,178     10,506
Total stockholders' equity     126,713     126,378
   
 
Total liabilities and stockholders' equity   $ 211,532   $ 203,102
   
 



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Bruker Daltonics Reports First Quarter 2003 Product Revenue of $34.1 Million, an Increase of 19% Before Currency Effects
First Quarter 2003 EBITDA Excluding Merger Costs Up 28% Year-over-Year
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