-----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, BfCVIOH97nYv6DsESBl7I95rkIAzJpjq6PVLl57SA518SYELNoB8vMXQvMqVGy9d 4qIKifEx8jE0rTRWMUWqlQ== 0001047469-03-026542.txt : 20030807 0001047469-03-026542.hdr.sgml : 20030807 20030807093133 ACCESSION NUMBER: 0001047469-03-026542 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030806 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030807 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUKER BIOSCIENCES CORP 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: 03827756 BUSINESS ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 MAIL ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 FORMER COMPANY: FORMER CONFORMED NAME: BRUKER DALTONICS INC DATE OF NAME CHANGE: 20000315 8-K 1 a2116169z8-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): August 6, 2003

BRUKER BIOSCIENCES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	000-30833	04-3110160
(State or other jurisdiction of incorporation)	(Commission File Number)	(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

Bruker Daltonics Inc.
(former name or former address, if changed since last report)

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

(c): Exhibits

Number		Description
99.1		Bruker BioSciences Corporation press release dated August 6, 2003.

Item 12. Results of Operations and Financial Condition

On August 6, 2003, Bruker BioSciences Corporation (formerly Bruker Daltonics Inc.) announced its results of operations for the quarter ended June 30, 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 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 BIOSCIENCES CORPORATION (Registrant)
Date: August 6, 2003		By:	/s/ LAURA FRANCIS Laura Francis Chief Financial Officer and Treasurer

Exhibit Index

Number		Description
99.1		Bruker BioSciences Corporation press release dated August 6, 2003.

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

Item 12. Results of Operations and Financial Condition

SIGNATURES

Exhibit Index

EX-99.1 3 a2116169zex-99_1.txt EXHIBIT 99.1 Exhibit 99.1 BRUKER BIOSCIENCES CORPORATION REPORTS SECOND QUARTER RESULTS FOR BRUKER DALTONICS INC. AND BRUKER AXS INC. IN FIRST HALF OF 2003, PRO FORMA COMBINED BRUKER BIOSCIENCES REVENUE GROWS TO $123.9 MILLION AND EBITDA, EXCLUDING MERGER RELATED COSTS, GROWS TO $9.8 MILLION Billerica, Massachusetts, August 6, 2003 (BUSINESS WIRE) - Bruker BioSciences Corporation (NASDAQ: BRKR) today reported the financial results for Bruker Daltonics Inc. and Bruker AXS Inc. for the second quarter and for the six months ended June 30, 2003. The merger of Bruker Daltonics and Bruker AXS to form Bruker BioSciences occurred on July 1, 2003. Therefore, the financial results of Bruker Daltonics and Bruker AXS for the periods ended June 30, 2003 are shown separately. For informational purposes, this press release also includes pro forma combined historical restated income statements for Bruker BioSciences for the three and six months ended June 30, 2003. BRUKER DALTONICS INC. Bruker Daltonics product revenues for the three months ended June 30, 2003 increased 23.2% to $34.4 million, exceeding consensus estimates, compared to $27.9 million for the three months ended June 30, 2002. Excluding favorable currency effects, second quarter 2003 product revenues increased 4.9% year-over-year. On a GAAP basis, the net loss was $(0.2) million or $0.00 per diluted share in the second quarter 2003, compared to a net loss of $(4.2) million or $(0.08) per diluted share in the second quarter 2002. In the second quarter, Bruker Daltonics reversed previously accrued liquidated damages of $1.9 million arising from a contract with the U.K. Ministry of Defense, as the dispute giving rise to the accrual has been satisfactorily resolved. Bruker Daltonics incurred $0.5 million, after-tax, of merger related costs in the second quarter 2003, while in the second quarter of 2002 it incurred $0.9 million, after-tax, of restructuring charges and $4.4 million, after-tax, of investment write-downs. Adjusted net income, a non-GAAP financial measure which excludes merger related costs, restructuring charges, and investment write-downs, was $0.3 million or $0.01 per diluted share for the second quarter 2003, compared to adjusted net income of $1.1 million or $0.02 per diluted share for the second quarter 2002. Adjusted EBITDA was $3.9 million for the second quarter 2003, compared to $3.8 million in the second quarter 2002. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense, merger related costs and restructuring charges. Bruker Daltonics product revenues for the six months ended June 30, 2003 increased 27.8% to $68.5 million, compared to $53.6 million for the six months ended June 30, 2002. Excluding favorable currency effects, year-to-date product revenues increased 11.5% compared to the prior year. On a GAAP basis, the net loss was $(1.3) million or $(0.02) per diluted share in the first half of 2003, compared to a net loss of $(3.3) million or $(0.06) per diluted share in the first half of 2002. Bruker Daltonics incurred a total of $2.5 million, after-tax, of merger related costs during the first half of 2003, while in the first half of 2002 it incurred after-tax charges for restructuring and investment write-downs of $0.9 million and $4.4 million, respectively. Adjusted net income, a non-GAAP financial measure which excludes merger related costs, restructuring charges, and investment write-downs, was $1.1 million or $0.02 per diluted share for the first half of 2003, compared to adjusted net income of $2.1 million or $0.04 per diluted share for the first half of 2002. Adjusted EBITDA was $7.8 million for the first half of 2003, compared to $6.8 million in the first half of 2002, an increase of 14.2%. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense, merger related costs and restructuring charges. Bruker Daltonics cash and short-term investments totaled $46.8 million as of June 30, 2003. John Hulburt, Chief Financial Officer of Bruker Daltonics, commented: "We are pleased with the continued growth of our revenue and of our adjusted EBITDA at Bruker Daltonics in the first half of 2003. The second quarter had its challenges in part due to delayed budgets and our customers' need to evaluate our many new life-science mass spectrometry products introduced in March 2003. However, activity has increased recently, and at the end of the second quarter, Bruker Daltonics had a healthy increase in backlog compared to the beginning of the quarter. During the second quarter of 2003, our gross margin was lower than it has been historically, primarily due to product mix and the strong Euro. In the second quarter, we have also made continued good progress in improving our net inventory days on hand." BRUKER AXS INC. Bruker AXS product revenues for the three months ended June 30, 2003 increased 10.2% to $26.5 million, within previous guidance, compared to $24.0 million for the three months ended June 30, 2002. Excluding favorable currency effects, second quarter 2003 product revenues decreased 3.3% year-over-year. On a GAAP basis, the net loss was $(2.0) million or $(0.03) per diluted share in the second quarter 2003, compared to net income of $0.6 million or $0.01 per diluted share in the second quarter 2002. Bruker AXS incurred $1.4 million, after-tax, of merger related costs in the second quarter 2003. The adjusted net loss, a non-GAAP financial measure which excludes merger related costs, was $(0.5) million or $(0.01) per diluted share for the second quarter 2003, compared to adjusted net income of $0.6 million or $0.01 per diluted share in the second quarter 2002. Adjusted EBITDA was $0.1 million for the second quarter 2003, compared to $0.3 million in the second quarter 2002. Adjusted EBITDA is defined as US GAAP operating income (loss) excluding depreciation and amortization expense and merger related costs. Bruker AXS product revenues for the six months ended June 30, 2003 increased 15.9% to $55.4 million, compared to $47.8 million for the six months ended June 30, 2002. Excluding favorable currency effects, year-to-date product revenues increased 1.4% compared to the prior year. On a GAAP basis, the net loss was $(2.7) million or $(0.05) per diluted share in the first half of 2003, compared to net income of $0.3 million or $0.01 per diluted share in the first half of 2002. Bruker AXS incurred a total of $2.7 million, after-tax, of merger related costs during the first half of 2003, while in the first half of 2002, it incurred a charge of $0.6 million, after-tax, from a cumulative effect of change in accounting principle for a non-cash goodwill impairment charge. Adjusted net income, a non-GAAP financial measure which excludes merger related costs and goodwill impairment, was breakeven or $0.00 per diluted share for the first half of 2003, compared to adjusted net income of $0.9 million or $0.02 per diluted share for the first half of 2002. Adjusted EBITDA was $2.1 million for the first half of 2003, compared to $1.7 million in the first half of 2002, an increase of 18.6%. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense and merger related costs. Bruker AXS cash and cash equivalents totaled $48.1 million as of June 30, 2003. Martin Haase, President and CEO of Bruker AXS and Senior Vice President of Bruker BioSciences, said: "As expected, the Bruker AXS materials research revenue was below the prior quarter due to the cyclical nature of the business, and we noted continued weakness in our life science markets. Conversely, our x-ray elemental and process business experienced strong growth in the first half of 2003. Based on our plan to improve profitability, we focused on reducing our costs in all areas during the quarter. Furthermore, in the second quarter of 2003, Bruker AXS had robust increases in both new order bookings and backlog in the materials research and elemental and process businesses, compared to the first quarter of 2003, increasing our overall backlog. Our recent strategic alliance agreement with Discovery Partners International represents a significant new sales opportunity and will help us strengthen our life science business." BRUKER BIOSCIENCES CORPORATION For informational purposes, this press release also includes pro forma combined historical restated income statements for Bruker BioSciences for the periods ended June 30, 2003 and 2002. Bruker BioSciences pro forma product revenues for the three months ended June 30, 2003 increased 17.2% to $60.9 million, compared to $52.0 million for the three months ended June 30, 2002. Excluding favorable currency effects, second quarter 2003 pro forma product revenues increased 1.1% year-over-year. The pro forma net loss was $(1.6) million or $(0.02) per diluted share in the second quarter 2003, compared to a pro forma net loss of $(3.8) million or $(0.04) per diluted share in the second quarter 2002. In the second quarter, Bruker Daltonics reversed previously accrued liquidated damages of $1.9 million arising from a contract with the U.K. Ministry of Defense, as the dispute giving rise to the accrual has been satisfactorily resolved. Bruker BioSciences incurred $2.0 million, after-tax, of merger related costs and $0.4 million, after-tax, from the minority interest in subsidiaries in the second quarter 2003. In the second quarter of 2002, Bruker BioSciences incurred $0.9 million, after-tax, of restructuring charges and $4.4 million, after-tax of investment write-downs. Adjusted net income, a non-GAAP financial measure which excludes merger related costs, minority interest in subsidiaries, restructuring charges and investment write-downs, was breakeven or $0.00 per diluted share for the second quarter 2003, compared to adjusted net income of $1.5 million or $0.02 per diluted share for the second quarter 2002. Adjusted EBITDA was $4.0 million for the second quarter 2003, compared to $4.1 million in the second quarter 2002. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense, merger related costs, and restructuring charges. Bruker BioSciences pro forma product revenues for the six months ended June 30, 2003 increased 22.2% to $123.9 million, compared to $101.4 million for the six months ended June 30, 2002. Excluding favorable currency effects, year-to-date pro forma product revenues increased 6.7% compared to the prior year. The pro forma net loss was $(3.2) million or $(0.04) per diluted share in the first half of 2003, compared to a pro forma net loss of $(3.0) million or $(0.04) per diluted share in the first half of 2002. Bruker BioSciences incurred a total of $5.2 million, after-tax, of merger related costs and $0.8 million, after-tax, from the minority interest in subsidiaries during the first half of 2003. In the first half of 2002, Bruker BioSciences incurred a benefit of $0.2 million, after tax, from the minority interest in subsidiaries, and after-tax charges of $0.9 million, $4.4 million, and $0.6 million for restructuring charges, investment write-downs, and goodwill impairment, respectively. Adjusted net income, a non-GAAP measure which excludes merger related costs, minority interest in subsidiaries, restructuring charges, investment write-downs and goodwill impairment, was $1.1 million or $0.01 per diluted share for the first half of 2003, compared to adjusted net income of $2.7 million or $0.03 per diluted share for the first half of 2002. Adjusted EBITDA was $9.8 million for the first half of 2003, compared to $8.5 million in the first half of 2002, an increase of 15.1%. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense, merger related costs, and restructuring charges. Bruker BioSciences pro forma cash and short-term investments totaled $94.9 million as of June 30, 2003. In July 2003, as part of the merger between Bruker Daltonics Inc. and Bruker AXS Inc., Bruker Daltonics paid $16.1 million of cash to Bruker AXS shareholders in exchange for 5.8 million Bruker AXS shares. Laura Francis, Chief Financial Officer of Bruker BioSciences and Bruker AXS, stated: "The Bruker BioSciences management team has already made significant progress on our post-merger integration efforts. We have eliminated many redundant public company costs, including personnel, insurance, legal and auditing fees. In addition, we are beginning to reduce our costs by streamlining processes in accounting, human resources, information technology, and other support functions. We believe that we will begin to see some of the cost benefits of the merger in the second half of 2003, and even more in 2004. We remain cautious regarding our near-term financial outlook based on weakness in our x-ray life-science business, the anticipated third quarter product mix in mass spectrometry, and the impact of foreign exchange rates. Bruker BioSciences currently estimates that third quarter 2003 net sales will be in the range of $60 to $63 million, with net income, excluding unusual items, of $0.00 to $0.02 per share. We will provide guidance for the fourth quarter in our third quarter earnings release." Frank Laukien, President and Chief Executive Officer of Bruker BioSciences and Bruker Daltonics, added: "In the second quarter 2003, the economic climate for life-science tools was difficult. Nevertheless, we believe we have seen a bottoming out in the early second quarter, and anticipate further improvements in terms of available funding and customer activity. While we normally have a reasonable natural hedge against trans-Atlantic currency changes, the dramatic increase in the value of the Euro has presented some challenges for us. Fortunately, we had proactively pursued the recently closed merger which is expected to improve our future overall growth and cost structure. We have already identified significant cost improvements and are exploring additional cost saving opportunities as part of the merger." He continued: "The strong technology and product portfolios of Bruker AXS and Bruker Daltonics, as well as their growing worldwide distribution capabilities, should position each of our operating companies well to take advantage of market improvements. Moreover, we have begun to put in place processes and incentives for joint marketing and cross-selling in order to generate incremental revenues and profits from the merger. The merged Bruker BioSciences is a dynamic company of greater scale in our life-science and materials research tools industry, and we are committed to continue our top-line growth while putting particular emphasis on growing operating income, EBITDA and cash flow." USE OF NON-GAAP FINANCIAL MEASURES In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use the non-GAAP measures of adjusted net income, EPS, and EBITDA. Adjusted net income and EPS exclude certain items including merger related costs, restructuring charges, minority interest in subsidiaries, investment write-downs, and goodwill impairment charges. We exclude these items because they are outside of our normal operations and, in certain cases, are difficult to forecast accurately for future periods. Adjusted EBITDA is defined as US GAAP operating income (loss) excluding depreciation and amortization expense, merger costs, and restructuring charges. We believe that the inclusion of such non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts the Company's performance, especially when comparing such results to previous periods or forecasts. However, the non-GAAP financial measures included in this press release are not meant to be considered superior to or as a substitute for results of operations prepared in accordance with GAAP. Reconciliations of such non-GAAP financial measures to the most directly comparable GAAP financial measures are set forth in the accompanying tables. EARNINGS CONFERENCE CALL Bruker BioSciences will host an operator-assisted earnings conference call at 10 a.m. Eastern Time on Thursday, August 7, 2003. To listen to the webcast, investors can go to www.bruker-biosciences.com, and click on the live web broadcast symbol. The webcast will be available through the Company web site for 30 days. Investors can also listen and participate on the telephone in the US and Canada by calling 888-339-2688, or 617-847-3007 outside the US and Canada. Investors should refer to the Bruker BioSciences Second Quarter Earnings Call. A telephone replay of the conference call will be available one hour after the conference call by dialing 888-286-8010 in the US and Canada, or 617-801-6888 outside the US and Canada, and then entering replay pass code 75013918. ABOUT BRUKER BIOSCIENCES Bruker BioSciences Corporation, headquartered in Billerica, Massachusetts, is the publicly traded parent company of Bruker AXS Inc. and Bruker Daltonics Inc. Bruker AXS is a leading developer and provider of life science and advanced materials research tools based on X-ray technology. Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry. For more information, please visit www.bruker-biosciences.com 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 the Company's reorganization strategies, integration risks, failure of conditions, technological approaches, product development, market acceptance, cost and pricing of the Company's products, changes in governmental regulations, capital spending and government funding policies, FDA and other regulatory approvals to the extent applicable, competition, the intellectual property of others, patent protection and litigation. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our respective annual reports on Form 10-K for the year ended December 31, 2002, our most recent quarterly reports on Form 10-Q, our current reports on Form 8-K and the joint proxy statement/prospectus filed in connection with the merger. We disclaim any intent or obligation to update these forward-looking statements. FOR FURTHER INFORMATION: Michael Willett, Investor Relations Officer Tel: (978) 663-3660, ext. 1411 Email: michael.willett@bdal.com Condensed consolidated statements of operations, reconciliations, and balance sheets follow for Bruker Daltonics Inc. and Bruker AXS Inc. For informational purposes, pro forma combined historical restated income statements and reconciliations also follow for Bruker BioSciences Corporation. BRUKER DALTONICS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)

BRUKER DALTONICS INC. RECONCILIATION FROM GAAP NET LOSS TO ADJUSTED NET INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)

BRUKER DALTONICS INC. RECONCILIATION FROM GAAP NET LOSS TO ADJUSTED EBITDA (IN THOUSANDS)

BRUKER DALTONICS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)

BRUKER AXS INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)

BRUKER AXS INC. RECONCILIATION FROM GAAP NET (LOSS) INCOME TO ADJUSTED NET (LOSS) INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)

BRUKER AXS INC. RECONCILIATION FROM GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA (IN THOUSANDS)

BRUKER AXS INC. CONDENSED CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)

BRUKER BIOSCIENCES CORPORATION PRO FORMA CONDENSED COMBINED HISTORICAL RESTATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT PER SHARE DATA)

BRUKER BIOSCIENCES CORPORATION PRO FORMA RECONCILIATION FROM COMBINED HISTORICAL RESTATED GAAP NET LOSS TO ADJUSTED NET (LOSS) INCOME (IN THOUSANDS, EXCEPT PER SHARE DATA)

BRUKER BIOSCIENCES CORPORATION PRO FORMA RECONCILIATION FROM COMBINED HISTORICAL RESTATED GAAP NET LOSS TO ADJUSTED EBITDA (IN THOUSANDS, EXCEPT PER SHARE DATA)

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