-----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, Tx6cYxvmU68A4PHuxnUMApqPTycbbwubwhwLyyrvpYFG/1ZbzoYmlyRLcqOqOjGd H1QkahxSbq7g9IGzRbaoaA== 0001104659-06-011207.txt : 20060222 0001104659-06-011207.hdr.sgml : 20060222 20060222172356 ACCESSION NUMBER: 0001104659-06-011207 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060222 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060222 DATE AS OF CHANGE: 20060222 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: 06636990 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 a06-5507_18k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES

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): February 22, 2006

BRUKER BIOSCIENCES CORPORATION

(Exact name of registrant as specified in its charter)

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

Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the reporting obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act

o Soliciting material pursuant to Rule 14a-12 of the Exchange Act

o Pre-commencement communications pursuant to Rule 14d-2(b) Exchange Act

o Pre-commencement communications pursuant to Rule 13e-4(c) Exchange Act

Section 2 – Financial Information

Item 2.02. Results of Operations and Financial Condition

The information in this Current Report on 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, and shall not be incorporated by reference into any filing of the company under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

On February 22, 2006, Bruker BioSciences Corporation issued a press release announcing financial results as of and for the fourth quarter and year ended December 31, 2005. A copy of the press release is attached hereto as Exhibit 99.1.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(c)	Exhibits

	Number

	99.1	Press release dated February 22, 2006.

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: February 22, 2006	By:	/s/ Frank H. Laukien, Ph.D.
		Frank H. Laukien, Ph.D.
		Chief Executive Officer and President

Exhibit Index

Exhibit Number	Exhibit Name	Location

99.1	Press release dated February 22, 2006.	Furnished herewith*

* 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.

EX-99.1 2 a06-5507_1ex99d1.htm EXHIBIT 99

Exhibit 99.1

Bruker BioSciences Reports Significantly Improved Earnings and Cash Flows on Record Revenue of $297.6 Million For Full Year 2005

Company Reports Four Profitable Quarters and $41 Million Cash Flow from Operations in 2005

Billerica, Massachusetts, February 22, 2006 (BUSINESS WIRE) – Bruker BioSciences Corporation (NASDAQ: BRKR) today reported fourth quarter 2005 revenue of $80.6 million, compared to revenue of $85.6 million in the fourth quarter of 2004. Excluding foreign currency effects, revenue increased by 1%. For the full year 2005, revenue increased 5% to $297.6 million, compared to $284.4 million for the year 2004. Foreign currency effects did not have a material impact on full year revenue.

GAAP net income in the fourth quarter of 2005 was $1.9 million, or $0.02 per diluted share, compared to a net loss in the fourth quarter of 2004 of ($0.9) million, or ($0.01) per diluted share.

GAAP net income for the full year 2005 was $3.6 million, or $0.04 per diluted share, compared to a net loss of ($7.8) million, or ($0.09) per diluted share, for the full year 2004.

During the fourth quarter of 2005, positive operating cash flow of $15.4 million increased our cash position to $99.7 million. Cash generated from operations was $41.0 million for the full year 2005, compared to a use of cash of ($0.9) million during the full year 2004, and adjusted EBITDA was $26.9 million for the full year 2005, compared to $16.8 million for 2004.

Commenting on the fourth quarter and year 2005, Frank Laukien, President and CEO, said: “We have made solid progress in 2005, and I am particularly pleased with our improved profitability and good cash flow in the fourth quarter. Throughout the year 2005, we have improved our operating income and net income by growing revenue, improving our gross margins and by reducing expenses. Our continued commitment to improve our financial performance has resulted in four consecutive quarters of profitability.”

He continued: “I am also encouraged by the recent considerable strength in our new order bookings and our healthy year-end backlog. We believe that our performance-leading products and solutions, our strengthened global sales and service capabilities, and the additional technologies and accessible market segments from our recent acquisitions position us well for the future. Our financial goals for 2006 are:

• revenue growth of approximately 10% compared to 2005,

• at least a doubling of our 2005 EPS, and

• continued strong cash flows from operations.

Looking further ahead, in 2007 we expect to reach industry-standard profitability, while maintaining above industry-standard top-line growth.”

William Knight, Chief Financial Officer, commented: “In addition to continuing improvements in our profitability during 2005, I am also pleased to see our strong cash position at the end of the year, even after closing two acquisitions in November 2005, and our strengthened balance sheet. We are entering 2006 with a solid backlog, positive momentum from our strong fourth quarter order bookings and exciting new products and market opportunities. We are optimistic that in 2006 our core businesses, as well as the additional market segments that we have entered via our recent acquisitions, will both contribute to above industry-average top-line growth and continued improvements in profitability.”

OPERATING BUSINESSES

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

BRUKER DALTONICS

For the year 2005, revenue for the Bruker Daltonics business increased 6% to $161.4 million, from $152.6 million in 2004, and foreign currency effects were not material. For the year 2005, Bruker Daltonics’ revenue was derived 68% from life-science mass spectrometry systems, 12% from NBC detection systems, and 20% from after-market sales. Adjusted EBITDA was $22.1 million for the full year 2005, compared to $15.4 million for 2004.

BRUKER AXS

For the year 2005, revenue for the Bruker AXS business increased 4% to $137.4 million, from $132.6 million in 2004, and foreign currency effects were not material. For the year 2005, Bruker AXS’ revenue was derived 75% from systems sales and 25% from after-market sales. Adjusted EBITDA was $7.6 million for the full year 2005, compared to $4.8 million for 2004.

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 measure of Adjusted EBITDA. Adjusted EBITDA is defined as US GAAP operating income (loss) excluding depreciation and amortization expense and write-down of demonstration equipment to net realizable value. We believe that the inclusion of this non-GAAP measure 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 measure included in this press release is not meant to be a better presentation or a substitute for results of operations prepared in accordance with GAAP. Reconciliations of this non-GAAP financial measure 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 11 a.m. Eastern Standard Time on Thursday, February 23, 2006. 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 Quarterly 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 55966589.

ABOUT BRUKER BIOSCIENCES

Bruker BioSciences Corporation, headquartered in Billerica, Massachusetts, is the publicly traded parent company of Bruker Daltonics Inc. and Bruker AXS Inc. Bruker AXS is a leading developer and provider of life science, materials research and industrial X-ray analysis tools. Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry. Bruker Daltonics also offers a broad line of nuclear, biological and chemical (NBC) detection products for defense and homeland security. 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, exposure to currency fluctuations, 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, 2004, our most recent quarterly reports on Form 10-Q, and our current reports on Form 8-K. We disclaim any intent or obligation to update these forward-looking statements.

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