-----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, CNrV7WZ4rIkOSmiBMWxJH3n5P9a4bGf88O5xnE7ljVQ8q2UF63g5FfgaqDLPJyFv uLPa3c6kaxfx5HirExKgOw== 0001104659-08-013531.txt : 20080228 0001104659-08-013531.hdr.sgml : 20080228 20080228071405 ACCESSION NUMBER: 0001104659-08-013531 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080228 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080228 DATE AS OF CHANGE: 20080228 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRUKER 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: 08648437 BUSINESS ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 BUSINESS PHONE: 978663-3660 MAIL ADDRESS: STREET 1: 40 MANNING RD CITY: BILLERICA STATE: MA ZIP: 01821 FORMER COMPANY: FORMER CONFORMED NAME: BRUKER BIOSCIENCES CORP DATE OF NAME CHANGE: 20030721 FORMER COMPANY: FORMER CONFORMED NAME: BRUKER DALTONICS INC DATE OF NAME CHANGE: 20000315 8-K 1 a08-6585_28k.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):  February 28, 2008

 

BRUKER 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

 

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 28, 2008, Bruker Corporation (formerly known as Bruker BioSciences Corporation) issued a press release announcing financial results as of and for the three and twelve months ended December 31, 2007.  A copy of the press release is attached hereto as Exhibit 99.1.

 

2



 

Section 9 — Financial Statements and Exhibits

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

Exhibits

 

 

 

 

 

 

 

Number

 

 

 

 

 

99.1

Press release dated February 28, 2008.

 

 

3



 

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 CORPORATION (Registrant)

 

 

Date: February 28, 2008

By:

 

/s/ Frank H. Laukien

 

 

 

Frank H. Laukien, Ph.D.
Chief Executive Officer and President

 

 

4



 

Exhibit Index

 

Exhibit
Number

 

Exhibit Name

 

Location

 

 

 

 

 

99.1

 

Press release dated February 28, 2008.

 

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.

 

5


 

EX-99.1 2 a08-6585_2ex99d1.htm EX-99.1

Bruker Corporation Reports Record Revenues and Earnings for the Fourth Quarter and Full Year 2007

 

Full Year 2007 Revenue Increased 19% (after Currency Adjustments) to $547.6 Million, and Full Year 2007 Net Income Grew 70% to $31.5 Million

 

BILLERICA, Mass., February 28, 2008 (BUSINESS WIRE)  —  Bruker Corporation (NASDAQ: BRKR) today reported financial results for the fourth quarter and full year ended December 31, 2007.  The financial information included herein does not include the results of the Bruker BioSpin Group, which was acquired on February 26, 2008, but only the financial results of the standalone Bruker BioSciences Corporation, as it legally existed on December 31, 2007.

 

On February 26, 2008, Bruker BioSciences Corporation closed its acquisition of the Bruker BioSpin Group, and renamed itself Bruker Corporation.  Under US GAAP, this transaction will be accounted for as an acquisition of businesses under common control, and as a result all one-time transaction costs are expensed in the period in which they are incurred, rather than being added to goodwill.  In addition, after the closing of the transaction all historical consolidated balance sheets, statements of operations, statements of cash flows and notes to the consolidated financial statements in future filings with the Securities and Exchange Commission will be restated by combining the historical consolidated financial statements of Bruker BioSciences Corporation with those of the Bruker BioSpin Group.  The Bruker BioSpin Group standalone financial results, as well as combined financial results for Bruker Corporation, are expected to be released in mid-March 2008.  At that time, the newly combined Company will also provide an update on its financial goals for the year 2008.

 

Financial Results of Bruker BioSciences (excluding the Bruker BioSpin Group)

 

For the fourth quarter of 2007, revenue increased by 35% to $183.7 million, compared to revenue of $135.6 million in the fourth quarter of 2006.  Excluding the effects of foreign currency translation, fourth quarter 2007 revenue increased organically by 26% year-over-year.

 

Net income in the fourth quarter of 2007 increased 44% to $14.0 million, or $0.13 per diluted share, compared to net income of $9.7 million, or $0.09 per diluted share, in the fourth quarter of 2006.  Included in GAAP net income for the fourth quarter of 2007 were after-tax charges of $4.3 million, or $0.04 per diluted share, for expenses related to the acquisition of the Bruker BioSpin Group.

 

For the full year 2007, revenue increased by 26% to $547.6 million, compared to revenue of $435.8 million for the full year 2006.  Excluding the effects of foreign currency translation, full year 2007 revenue increased by 19% year-over-year, including 17% organic growth and 2% growth from acquisitions.

 



 

Net income for the full year 2007 increased 70% to $31.5 million, or $0.30 per diluted share, compared to net income of $18.5 million, or $0.18 per diluted share, during the full year 2006.  Included in GAAP net income for the full year 2007 were after-tax charges of $4.7 million, or $0.04 per diluted share, for expenses related to the acquisition of the Bruker BioSpin Group.  For comparison, included in GAAP net income for the year 2006 were after-tax charges of $5.0 million, or $0.05 per diluted share, for expenses related to the acquisition of Bruker Optics.

 

During the fourth quarter of 2007, cash flow from operations was $36.4 million and free cash flow, defined as operating cash flow less capital expenditures, was $34.3 million.  During the full year 2007, cash flow from operations was $26.3 million and free cash flow was $10.8 million.  As of December 31, 2007, the Company had $72.9 million in cash and cash equivalents, and $38.1 million in outstanding debt.

 

Commenting on the Company’s financial performance, Frank Laukien, President and CEO, said: “We had an outstanding fourth quarter, and we are very pleased that during 2007 we have achieved excellent top-line growth, with all three operating divisions delivering currency-adjusted double digit growth year-over-year.  Even more importantly, our rapid growth, our continued operating margin expansion and our decreasing effective tax rate contributed to significantly improved bottom-line performance year-over-year, as well as to solid operating and free cash flow.”

 

He continued: “Bruker BioSciences has made very good progress over the last three years.  We will continue to strive for fast growth and further margin improvements in order to reach industry-standard profitability, and we will put a significant focus on balance sheet management and cash flow generation.  We are optimistic that the renamed Bruker Corporation, which as of two days ago includes the Bruker BioSpin Group, is well positioned to serve our customers and markets with high-performance products and solutions.  Despite the uncertainty in the macro-economic outlook, at this point the Company expects significant further financial improvements in the year 2008.”

 

EARNINGS CONFERENCE CALL

 

Bruker Corporation will host an operator-assisted earnings conference call at 9 a.m. Eastern Time on Thursday, February 28, 2008.  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 Corporation 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 11927586.

 

ABOUT BRUKER CORPORATION

 

As of February 26, 2008, the renamed Bruker Corporation (NASDAQ: BRKR) has become the parent company of the entire Bruker group of companies.  After the closing of the acquisition of the Bruker BioSpin Group, Bruker Corporation now operates in two segments, the life science

 



 

and analytical (LSA) systems segment, and the international advanced superconductor (IAS) segment.  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 integration of businesses we have acquired or may acquire in the future, changing technologies, product development and market acceptance of our products, the cost and pricing of our products, manufacturing, competition, dependence on collaborative partners and key suppliers, capital spending and government funding policies, changes in governmental regulations, intellectual property rights, litigation, and exposure to foreign currency fluctuations. These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our annual report on Form 10-K for the year ended December 31, 2006, 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 other than as required by law.

 



 

Bruker Corporation (excluding the Bruker BioSpin Group)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

 

 

 

Three Months Ended December 31,

 

Twelve Months Ended December 31,

 

 

 

2007

 

2006

 

2007

 

2006

 

Product revenue

 

$

164,910

 

$

120,444

 

$

482,153

 

$

384,548

 

Service revenue

 

18,384

 

14,960

 

64,553

 

49,930

 

Other revenue

 

449

 

221

 

870

 

1,356

 

Total revenue

 

183,743

 

135,625

 

547,576

 

435,834

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

85,605

 

63,214

 

252,130

 

206,628

 

Cost of service revenue

 

12,492

 

9,239

 

42,308

 

29,872

 

Total cost of revenue

 

98,097

 

72,453

 

294,438

 

236,500

 

 

 

 

 

 

 

 

 

 

 

Gross profit margin

 

85,646

 

63,172

 

253,138

 

199,334

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing

 

31,074

 

25,212

 

105,983

 

84,007

 

General and administrative

 

10,392

 

8,663

 

34,058

 

28,982

 

Research and development

 

16,164

 

13,464

 

58,466

 

49,959

 

Acquisition related charges

 

4,294

 

(105

)

4,664

 

5,724

 

Total operating expenses

 

61,924

 

47,234

 

203,171

 

168,672

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

23,722

 

15,938

 

49,967

 

30,662

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense), net

 

(530

)

236

 

(1,355

)

3,758

 

 

 

 

 

 

 

 

 

 

 

Income before income tax provision and minority interest in consolidated subsidiaries

 

23,192

 

16,174

 

48,612

 

34,420

 

Income tax provision

 

9,129

 

6,533

 

16,784

 

15,931

 

 

 

 

 

 

 

 

 

 

 

Income before minority interest in consolidated subsidiaries

 

14,063

 

9,641

 

31,828

 

18,489

 

Minority interest in consolidated subsidiaries

 

44

 

(67

)

299

 

8

 

Net income

 

$

14,019

 

$

9,708

 

$

31,529

 

$

18,481

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.13

 

$

0.10

 

$

0.30

 

$

0.18

 

Diluted

 

$

0.13

 

$

0.09

 

$

0.30

 

$

0.18

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

104,508

 

101,501

 

103,702

 

101,512

 

Diluted

 

107,180

 

103,370

 

106,769

 

102,561

 

 



 

Bruker Corporation (excluding the Bruker BioSpin Group)

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

December 31,

 

December 31,

 

 

 

2007

 

2006

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and short-term investments

 

$

72,876

 

$

52,147

 

Accounts receivable, net

 

114,938

 

79,604

 

Due from affiliated companies

 

7,203

 

9,028

 

Inventories

 

171,332

 

134,504

 

Other current assets

 

29,281

 

19,461

 

Total current assets

 

395,630

 

294,744

 

 

 

 

 

 

 

Property and equipment, net

 

103,100

 

90,349

 

Intangible and other assets

 

54,483

 

48,094

 

 

 

 

 

 

 

Total assets

 

$

553,213

 

$

433,187

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings

 

$

31,716

 

$

21,857

 

Accounts payable

 

32,584

 

23,102

 

Due to affiliated companies

 

8,326

 

5,901

 

Other current liabilities

 

180,327

 

144,268

 

Total current liabilities

 

252,953

 

195,128

 

 

 

 

 

 

 

Long-term debt

 

6,394

 

22,863

 

Other long-term liabilities

 

34,702

 

23,491

 

Minority interest in subsidiaries

 

505

 

239

 

 

 

 

 

 

 

Total shareholders’ equity

 

258,659

 

191,466

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

553,213

 

$

433,187

 

 



 

FOR FURTHER INFORMATION:

 

Michael Willett, Investor Relations Officer

 

 

Tel:  +1 (978) 663-3660, ext. 1411

 

 

Email:  Michael.Willett@Bruker.com

 


 

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