-----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, AsmpkF0KlE97uBZO/5qkxEseglDRTvtdaCwTRAjdEyVFCqRx2cggqr2oO05Whga6 0txuwvduFT/xTFsbvDu5hw== 0001104659-03-024881.txt : 20031106 0001104659-03-024881.hdr.sgml : 20031106 20031106090644 ACCESSION NUMBER: 0001104659-03-024881 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031105 ITEM INFORMATION: FILED AS OF DATE: 20031106 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: 03981044 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 a03-4676_18k.htm 8-K

 

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): November 5, 2003

BRUKER BIOSCIENCES CORPORATION
(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 12.   Results of Operations and Financial Condition

 

                                                            On November 5, 2003, Bruker BioSciences Corporation announced its results of operations for the quarter ended September 30, 2003. A copy of the related press release is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference.

 

                                                            The information provided in this Form 8-K, including Exhibit 99.1 attached hereto, 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 reference in such filing.

 

 

2



 

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: November 5, 2003

By:

/s/ Laura Francis

 

 

Laura Francis
Chief Financial Officer and Treasurer

 

3



 

Exhibit Index

 

Number

 

Description

99.1

 

Bruker BioSciences Corporation press release dated November 5, 2003.

 

 

4


EX-99.1 3 a03-4676_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Bruker BioSciences Corporation Reports Third Quarter 2003 Results

 

For the First Nine Months of 2003, Life-Science Mass Spectrometry Revenue
Increased 27% (13% FX adjusted) and EBITDA Before Merger-Related Charges
Grew to $14.9 Million

 

Billerica, Massachusetts, November 5, 2003 (BUSINESS WIRE) – Bruker BioSciences Corporation (NASDAQ: BRKR) today reported its financial results for the third quarter and the nine months ended September 30, 2003.  On July 1st, 2003 Bruker Daltonics Inc. merged with Bruker AXS Inc. to form Bruker BioSciences Corporation.  All results for periods prior to this merger are historical combined results of the two previously separate companies.

 

For the third quarter of 2003, Bruker BioSciences reported a 12% increase in revenue to $63.1 million, compared to revenue of $56.6 million in the third quarter of 2002.  Excluding favorable currency effects, third quarter 2003 revenue increased 2% compared to third quarter 2002 revenue.  For the nine months ended September 30, 2003, revenue increased 18% to $187.0 million, compared to revenue of $158.1 million for the same period last year.  After eliminating currency effects, year-to-date 2003 revenue increased 5%.

 

In the third quarter of 2003, Bruker BioSciences incurred $6.4 million of merger-related charges, including cash charges for merger transaction costs of $0.1 million, as well as cash restructuring charges of $1.6 million incurred in conjunction with the consolidation of two of our smaller manufacturing sites, as explained in our October 20, 2003 press release.  The third quarter 2003 merger charges also included non-cash charges for the amortization of acquisition-related assets of $0.3 million, the write-off of acquired research and development of $2.5 million, goodwill and other intangibles write-off of $1.2 million, and an impairment of acquired assets charge of $0.7 million.  In the third quarter of 2003, Bruker BioSciences also recorded a non-cash valuation allowance of $8.7 million against its net deferred tax assets in the U.S.  In our GAAP Statements of Operations, of the $6.4 million in merger related charges, $5.4 million are in “Other special charges”, $0.9 million are in “Cost of product revenues”, and $0.1 million are in “Selling, general, and administrative” expenses.

 

In the third quarter of 2003, the GAAP net loss was $(14.7) million, or $(0.17) per diluted share, compared to net income of $1.2 million, or $0.01 per diluted share, in the third quarter 2002.  For the nine months ended September 30, 2003, the GAAP net loss was $(17.9) million or $(0.21) per diluted share, compared to a net loss of $(1.9) million or $(0.02) per share for the same period last year.

 

In the third quarter of 2003, adjusted net income was $0.5 million, or $0.01 per diluted share, compared to adjusted net income of $1.6 million, or $0.02 per diluted share, in the third quarter 2002.  For the nine months ended September 30, 2003, adjusted net income was $1.6 million, or $0.02 per diluted share, compared to $3.8 million, or $0.04 per diluted share, for the same period in 2002.  Adjusted net income is defined as a non-GAAP financial measure that excludes the amortization of acquisition-related assets, acquired research and development charges, merger transaction costs, cash restructuring charges, impairment of acquired assets, the income tax valuation allowance, adjustments

 



 

for the pre-merger minority interest in Bruker AXS as well as investment, goodwill and other intangibles write-downs.

 

Adjusted EBITDA was $5.1 million for the third quarter 2003, compared to $6.2 million for the third quarter 2002.  For the nine months ended September 30, 2003, adjusted EBITDA was $14.9 million, compared to $13.9 million for the same period last year.  Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense, acquired research and development charges, merger transaction costs, cash restructuring charges, impairment of acquired assets, and the goodwill and other intangibles write-down associated with restructuring.  See the accompanying tables for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

 

“With the completion of the merger, we are pushing forward with a number of key initiatives designed to drive to top- and bottom-line growth,” said Frank Laukien, President and Chief Executive Officer of Bruker BioSciences.  “We are now positioned to be a leading tools provider in the proteomics marketplace, and we have begun joint marketing and cross-selling of our life-science mass spectrometry and x-ray products in order to generate incremental revenues.  Moreover, we have recently announced an additional restructuring of the Company to consolidate some of our global production sites to drive profitability.  Once the restructuring is complete in June 2004, we expect additional pre-tax cost savings of $2.5-3.0 million annually thereafter.”

 

“While we are still seeing the revenue and bottom-line effects of weaker demand for some of our product lines in the first half of 2003, we are very pleased with our continued rapid growth in life-science mass spectrometry.  Our strategy of focusing on innovative product development, while gradually expanding our global distribution capability, continues to deliver results.  Generally, activity and funding appears to be getting stronger in the second half of this year, and we expect to see the bottom-line benefits of this increasing demand in 2004.”

 

Laura Francis, Chief Financial Officer of Bruker BioSciences, stated: “By leveraging the strengths of the combined Bruker BioSciences company, we expect to drive productivity company-wide, translating to growth in revenue, operating earnings and EPS.  However, the weaker economy and unfavorable trans-Atlantic currency shifts have had an impact on our gross margins and our bottom line performance in 2003.  Even though this has slowed our operating earnings growth, our operating earnings as measured by year-to-date adjusted EBITDA are still growing.  With the merger and restructuring, we have taken aggressive steps this year to regain our operating earnings momentum in 2004.”

 

“For the fourth quarter of 2003, we anticipate revenue of $62 to $65 million and EPS, excluding unusual items, of $0.00 to $0.02 per diluted share.  Due to anticipated merger synergies, the restructuring announced recently and strict operational cost discipline, we expect our profitability to increase next year, and we intend to give an outlook for 2004 early next year.”

 



 

OPERATING BUSINESSES

 

Set forth below is selected financial information for Bruker BioSciences’ two operating businesses:  Bruker Daltonics (life-science mass spectrometry business) and Bruker AXS (x-ray analysis business):

 

BRUKER DALTONICS

 

In the third quarter 2003, revenue for the Bruker Daltonics business increased 22% (11% excluding currency effects) to $36.3 million, from $29.7 million in the third quarter 2002, and increased 26% (11% excluding currency effects) to $104.8 million for the nine months ended September 30, 2003, from $83.4 million for the same period in 2002.

 

Revenue growth was driven by sales of life-science mass spectrometry systems and by strong aftermarket sales, but was offset by weaker sales of substance detection systems.  Revenue in life-science mass spectrometry increased 30% in the third quarter and 27% year-to-date, including all currency effects.  For the first nine months of 2003, Bruker Daltonics’ revenue was derived 71% from life-science systems, 8% from substance detection systems, and 21% from aftermarket sales.

 

For the third quarter 2003, adjusted EBITDA was $4.3 million compared to $4.7 million for the third quarter 2002, and $12.1 million for the nine months ended September 30, 2003 compared to $10.6 million for the same period in 2002.  See the accompanying tables for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

 

John Hulburt, Chief Financial Officer of Bruker Daltonics, commented: “We believe that in the third quarter 2003, we continued to gain momentum in life-science mass spectrometry, as many of our earlier product introductions drove continued revenue and market share growth.  Our MALDI-TOF/TOF systems continue to do quite well, and demand for our new high-capacity ion trap and our unique hybrid Q-q-FTMS have been very strong.  We also have been delighted with the strong customer reception for our brand-new benchtop ESI-TOF system, as well as for our ClinProt™ solution for biomarker discovery and clinical proteomics. We expect to continue our strong growth in life-science mass spectrometry, and see further improvements in activity also for Q4.”

 

Dr. Michael Schubert, Managing Director for R&D at Bruker Daltonik GmbH in Bremen, Germany, commented: “Our continued innovation in mass spectrometry was underscored by our very recent product launches.  In September 2003, we announced the new AutoFlex TOF/TOF, which provides the power of MALDI-TOF/TOF in a compact and affordable research system for proteomics applications.  In addition, Sequenom introduced its benchtop MassARRAY Compact system for direct DNA and SNP analysis, based on our MALDI-TOF technology.”

 



 

BRUKER AXS

 

Revenues for the Bruker AXS business declined slightly to $26.8 million in the third quarter 2003, compared to $26.9 million in the third quarter 2002, a decline of 9% excluding currency effects.  For the nine months ended September 30, 2003 revenues increased 10% to $82.2 million, from $74.7 million in the same period in 2002, a decline of 2% excluding currency effects.

 

Revenues for our elemental composition and thermal analyzer systems, as well as aftermarket sales drove growth, but were offset by softness in life-science x-ray system sales.  For the first nine months of 2003, Bruker AXS revenue was derived 69% from x-ray systems and 31% from aftermarket sales.

 

Adjusted EBITDA was $1.0 million in the third quarter 2003, compared to $1.5 million in the third quarter 2002, and $3.1 million for the nine months ended September 30, 2003 compared to $3.3 million for the same period in 2002.  See the accompanying tables for a reconciliation of non-GAAP financial measures to the most directly comparable GAAP financial measures.

 

Martin Haase, President and CEO of Bruker AXS said:  “Bruker AXS had significant product introductions this quarter, particularly for the materials research market.  We introduced the new NanoStar™ for nanostructure analysis, providing higher sensitivity in a more versatile, cost-effective instrument.  In addition, Bruker AXS introduced new D8 systems with integrated, high-power X-ray source technology originated from the MAC Science acquisition.  Combined with our brand new VANTAGE-1™ X-ray detector technology, these new D8 Super Speed™ solutions provide the highest speed and sensitivity compared to any other available products in the market.  We believe that these new products will further drive our growth in the materials research business.”

 

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 amortization of acquisition-related assets, acquired research and development charges, merger transaction costs, cash restructuring charges, impairment of acquired assets, minority interest in subsidiaries, the income tax valuation allowance, investment write-downs, and goodwill and other intangibles write-downs.  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, acquired research and development charges, merger transactions costs, restructuring charges, impairment of acquired assets, minority interest in subsidiaries, investment write-downs, and goodwill write-downs.  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, November 6, 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 Third 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 16743006.

 

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:   ir@bruker-biosciences.com

 



 

Condensed consolidated statements of operations, reconciliations, operating business information, and balance sheets follow for Bruker BioSciences.

 

Bruker BioSciences Corporation

GAAP CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(Unaudited)

 

(Unaudited)

 

Product revenues

 

$

61,912

 

$

56,542

 

$

185,817

 

$

157,970

 

Other revenues

 

1,146

 

8

 

1,203

 

141

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

63,058

 

56,550

 

187,020

 

158,111

 

 

 

 

 

 

 

 

 

 

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

34,662

 

30,606

 

102,955

 

86,062

 

Selling, general, and administrative

 

18,931

 

15,548

 

55,780

 

44,377

 

Research and development

 

9,572

 

7,705

 

28,165

 

22,243

 

Reversal of liability accrual

 

 

 

(1,929

)

 

Other special charges

 

5,440

 

1,372

 

11,674

 

2,083

 

Total costs and operating expenses

 

68,605

 

55,231

 

196,645

 

154,765

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

(5,547

)

1,319

 

(9,625

)

3,346

 

Interest and other (expense) income, net

 

(154

)

138

 

181

 

(2,937

)

 

 

 

 

 

 

 

 

 

 

(Loss) income before taxes

 

(5,701

)

1,457

 

(9,444

)

409

 

Income tax expense

 

8,970

 

485

 

9,276

 

1,772

 

 

 

 

 

 

 

 

 

 

 

(Loss) income before minority interest

 

(14,671

)

972

 

(18,720

)

(1,363

)

Minority interest in subsidiaries

 

(2

)

(180

)

(856

)

(88

)

 

 

 

 

 

 

 

 

 

 

(Loss) income before cumulative effect

 

(14,669

)

1,152

 

(17,864

)

(1,275

)

Cumulative effect of accounting change

 

 

 

 

617

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income

 

$

(14,669

)

$

1,152

 

$

(17,864

)

$

(1,892

)

 

 

 

 

 

 

 

 

 

 

Basic and diluted (loss) earnings per share:

 

 

 

 

 

 

 

 

 

(Loss) income before cumulative effect

 

$

(0.17

)

$

0.01

 

$

(0.21

)

$

(0.01

)

Cumulative effect of accounting change

 

 

 

 

(0.01

)

Net (loss) income

 

$

(0.17

)

$

0.01

 

$

(0.21

)

$

(0.02

)

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

86,003

 

86,398

 

86,002

 

86,298

 

Diluted

 

86,003

 

86,409

 

86,002

 

86,298

 

 



 

Bruker BioSciences Corporation

ADJUSTED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(Unaudited)

 

(Unaudited)

 

Product revenues

 

$

61,912

 

$

56,542

 

$

185,817

 

$

157,970

 

Other revenues

 

1,146

 

8

 

1,203

 

141

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

63,058

 

56,550

 

187,020

 

158,111

 

 

 

 

 

 

 

 

 

 

 

Costs and operating expenses:

 

 

 

 

 

 

 

 

 

Cost of product revenues

 

33,799

 

30,606

 

102,092

 

86,062

 

Selling, general, and administrative

 

18,810

 

15,548

 

55,659

 

44,377

 

Research and development

 

9,570

 

7,705

 

28,163

 

22,243

 

Reversal of liability accrual

 

 

 

(1,929

)

 

Total costs and operating expenses

 

62,179

 

53,859

 

183,985

 

152,682

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss)

 

879

 

2,691

 

3,035

 

5,429

 

Interest and other income (expense), net

 

(154

)

138

 

181

 

1,449

 

 

 

 

 

 

 

 

 

 

 

Income before taxes

 

725

 

2,829

 

3,216

 

6,878

 

Income tax expense

 

240

 

1,053

 

1,595

 

2,638

 

 

 

 

 

 

 

 

 

 

 

Income before minority interest

 

485

 

1,776

 

1,621

 

4,240

 

Minority interest in subsidiaries

 

(2

)

143

 

(9

)

426

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

487

 

$

1,633

 

$

1,630

 

$

3,814

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted earnings per share

 

$

0.01

 

$

0.02

 

$

0.02

 

$

0.04

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

86,003

 

86,398

 

86,002

 

86,298

 

Diluted

 

86,265

 

86,409

 

86,156

 

86,581

 

 



 

Bruker BioSciences Corporation

RECONCILIATION FROM GAAP NET (LOSS) INCOME TO ADJUSTED NET INCOME

(in thousands, except per share data)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(Unaudited)

 

(Unaudited )

 

 

 

 

 

 

 

 

 

 

 

GAAP net (loss) income

 

$

(14,669

)

$

1,152

 

$

(17,864

)

$

(1,892

)

 

 

 

 

 

 

 

 

 

 

Adjustments, net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of acquisition-related assets

 

283

 

 

283

 

 

 

 

 

 

 

 

 

 

 

 

Acquired research and development

 

2,482

 

 

2,482

 

 

 

 

 

 

 

 

 

 

 

 

Merger transaction costs

 

123

 

 

5,310

 

 

 

 

 

 

 

 

 

 

 

 

Cash restructuring charges

 

1,598

 

804

 

1,598

 

1,731

 

 

 

 

 

 

 

 

 

 

 

Impairment of acquired assets

 

717

 

 

717

 

 

 

 

 

 

 

 

 

 

 

 

Patent litigation credit

 

 

 

 

(514

)

 

 

 

 

 

 

 

 

 

 

Income tax valuation allowance

 

8,730

 

 

8,730

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill and other intangibles write-down (from restructuring)

 

1,223

 

 

1,223

 

 

 

 

 

 

 

 

 

 

 

 

Cumulative effect (write-down of goodwill)

 

 

 

 

617

 

 

 

 

 

 

 

 

 

 

 

Minority interest in subsidiaries

 

 

(323

)

(849

)

(514

)

 

 

 

 

 

 

 

 

 

 

Investment write-down

 

 

 

 

4,386

 

 

 

 

 

 

 

 

 

 

 

Adjusted net income

 

$

487

 

$

1,633

 

$

1,630

 

$

3,814

 

 

 

 

 

 

 

 

 

 

 

Adjusted EPS

 

$

0.01

 

$

0.02

 

$

0.02

 

$

0.04

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

86,003

 

86,398

 

86,002

 

86,298

 

Diluted

 

86,265

 

86,409

 

86,156

 

86,581

 

 



 

Bruker BioSciences Corporation

RECONCILIATION FROM GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA

(in thousands, except per share data)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

GAAP net (loss) income

 

$

(14,669

)

$

1,152

 

$

(17,864

)

$

(1,892

)

 

 

 

 

 

 

 

 

 

 

Adjustments:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other expense (income), net

 

154

 

(138

)

(181

)

2,937

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

8,970

 

485

 

9,276

 

1,772

 

 

 

 

 

 

 

 

 

 

 

Minority interest in subsidiaries

 

(2

)

(180

)

(856

)

(88

)

 

 

 

 

 

 

 

 

 

 

Cumulative effect (write-down of goodwill)

 

 

 

 

617

 

 

 

 

 

 

 

 

 

 

 

Operating (loss) income

 

(5,547

)

1,319

 

(9,625

)

3,346

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

4,482

 

3,507

 

12,184

 

8,475

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

(1,065

)

4,826

 

2,559

 

11,821

 

 

 

 

 

 

 

 

 

 

 

Acquired research and development

 

2,482

 

 

2,482

 

 

 

 

 

 

 

 

 

 

 

 

Merger transaction costs

 

123

 

 

6,357

 

 

 

 

 

 

 

 

 

 

 

 

Cash restructuring charges

 

1,598

 

1,372

 

1,598

 

2,917

 

 

 

 

 

 

 

 

 

 

 

Impairment of acquired assets

 

717

 

 

717

 

 

 

 

 

 

 

 

 

 

 

 

Patent litigation credit

 

 

 

 

(834

)

 

 

 

 

 

 

 

 

 

 

Goodwill and other intangibles write-down (from restructuring)

 

1,223

 

 

1,223

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

5,078

 

$

6,198

 

$

14,936

 

$

13,904

 

 



 

Bruker BioSciences Corporation

BRUKER DALTONICS SELECTED OPERATING BUSINESS INFORMATION

(in thousands)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

36,250

 

$

29,694

 

$

104,780

 

$

83,425

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

$

1,564

 

$

2,657

 

$

1,414

 

$

4,445

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

2,643

 

2,391

 

7,766

 

5,853

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

4,207

 

5,048

 

9,180

 

10,298

 

 

 

 

 

 

 

 

 

 

 

Merger transaction costs

 

91

 

 

2,906

 

 

 

 

 

 

 

 

 

 

 

 

Cash restructuring charges

 

 

(395

)

 

1,150

 

 

 

 

 

 

 

 

 

 

 

Patent litigation credit

 

 

 

 

(834

)

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

4,298

 

$

4,653

 

$

12,086

 

$

10,614

 

 



 

Bruker BioSciences Corporation

BRUKER AXS SELECTED OPERATING BUSINESS INFORMATION

(in thousands)

 

 

 

Three Months Ended
September 30,

 

Nine Months Ended
September 30,

 

 

 

2003

 

2002

 

2003

 

2002

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Net revenues

 

$

26,808

 

$

26,856

 

$

82,240

 

$

74,686

 

 

 

 

 

 

 

 

 

 

 

Operating loss

 

$

(6,909

)

$

(1,338

)

$

(10,836

)

$

(1,099

)

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization

 

1,839

 

1,116

 

4,418

 

2,622

 

 

 

 

 

 

 

 

 

 

 

EBITDA

 

(5,070

)

(222

)

(6,418

)

1,523

 

 

 

 

 

 

 

 

 

 

 

Acquired research and development

 

2,482

 

 

2,482

 

 

 

 

 

 

 

 

 

 

 

 

Merger transaction costs

 

32

 

 

3,451

 

 

 

 

 

 

 

 

 

 

 

 

Cash restructuring charges

 

1,598

 

1,767

 

1,598

 

1,767

 

 

 

 

 

 

 

 

 

 

 

Impairment of acquired assets

 

717

 

 

717

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill and other intangibles write-down (from restructuring)

 

1,223

 

 

1,223

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA

 

$

982

 

$

1,545

 

$

3,053

 

$

3,290

 

 



 

Bruker BioSciences Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

September 30,
2003

 

December 31,
2002

 

 

 

(Unaudited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and short-term investments

 

$

78,025

 

$

99,562

 

Accounts receivable, net

 

46,003

 

47,985

 

Inventories

 

108,404

 

101,836

 

Other current assets

 

9,678

 

7,180

 

Total current assets

 

242,110

 

256,563

 

 

 

 

 

 

 

Property and equipment, net

 

77,821

 

73,249

 

Intangible and other assets

 

19,149

 

12,341

 

 

 

 

 

 

 

Total assets

 

$

339,080

 

$

342,153

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings

 

$

15,675

 

$

18,410

 

Accounts payable

 

26,463

 

22,446

 

Other current liabilities

 

59,076

 

56,037

 

Total current liabilities

 

101,214

 

96,893

 

 

 

 

 

 

 

Long-term debt

 

26,339

 

17,358

 

Other long-term liabilities

 

16,405

 

15,881

 

Minority interest in subsidiaries

 

129

 

26,623

 

 

 

 

 

 

 

Total shareholders’ equity

 

194,993

 

185,398

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

339,080

 

$

342,153

 

 


-----END PRIVACY-ENHANCED MESSAGE-----