-----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, BtK42fKz5w0YtapUvvB8wi4VZvDxnjZaD3C3on1IVY8nsU8uEePEHDlrfI6suGyI vhY1VUCcvRVag6yf8CTtQQ== 0001104659-08-017772.txt : 20080317 0001104659-08-017772.hdr.sgml : 20080317 20080317063209 ACCESSION NUMBER: 0001104659-08-017772 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080317 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 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: 08691127 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 a08-7952_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):  March 17, 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 March 17, 2008, Bruker Corporation issued a press release announcing combined financial results as of and for the three and twelve months ended December 31, 2007, including the results of the Bruker BioSpin Group acquired on February 26, 2008.  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 March 17, 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: March 17, 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 March 17, 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 a08-7952_1ex99d1.htm EX-99.1

Exhibit 99.1

 

Bruker Corporation Reports its Combined Financial Results for the Fourth Quarter and Year 2007, Including the Bruker BioSpin Group

 

Including the Recently Acquired Bruker BioSpin Group, the Combined Company in 2007 had Revenue of $1.03 Billion, Net Income of $97 Million, EPS of $0.59 and Free Cash Flow of $102 Million

 

BILLERICA, Mass., March 17, 2008 (BUSINESS WIRE)  —  Bruker Corporation (NASDAQ: BRKR) today reported financial results for the fourth quarter and year ended December 31, 2007, now including the results of the Bruker BioSpin Group.

 

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 is 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 Corporation with those of the Bruker BioSpin Group.  The information contained herein will discuss the combined financial results of Bruker Corporation, as it legally exists since the closing on February 26, 2008, and which now include the financial results of the Bruker BioSpin Group (“Combined”).  These will be compared in some categories to the historical, standalone financial results of Bruker BioSciences Corporation, as it legally existed on December 31, 2007 (“Standalone”).

 

Combined Financial Results of Bruker Corporation

 

In the fourth quarter of 2007, Combined revenue increased by 31% to $343.1 million, compared to Combined revenue of $261.5 million in the fourth quarter of 2006.  Excluding the effects of foreign currency translation, Combined fourth quarter 2007 revenue increased by 22% year-over-year.  Combined fourth quarter 2007 revenue of $343.1 million was 87% higher than Standalone fourth quarter 2007 revenue of $183.7 million, as previously reported by Bruker BioSciences Corporation.

 

Combined net income in the fourth quarter of 2007 increased to $37.0 million, or $0.22 per diluted share, compared to Combined net income of $35.6 million, or $0.22 per diluted share, in the fourth quarter of 2006.  Included in Combined GAAP net income for the fourth quarter of 2007 were after-tax charges of $6.9 million, or $0.04 per diluted share, for expenses related to the acquisition of the Bruker BioSpin Group.

 

Combined fourth quarter 2007 net income of $37.0 million was 164% higher than Standalone fourth quarter 2007 net income of $14.0 million, as previously reported by Bruker BioSciences Corporation.  Combined fourth quarter 2007 earnings per diluted share of $0.22 were 69% higher than Standalone fourth quarter 2007 earnings per diluted share of $0.13, as previously reported by Bruker BioSciences Corporation.

 

 



 

 

For the full year 2007, Combined revenue increased by 21% to $1,032.4 million, compared to Combined revenue of $851.0 million for the full year 2006.  Excluding the effects of foreign currency translation, Combined 2007 revenue increased by 15% year-over-year, including 1% growth from acquisitions, and organic growth of 14%.  Combined 2007 revenue was 89% higher than Standalone 2007 revenue of $547.6 million, as previously reported by Bruker BioSciences Corporation.

 

Combined net income in 2007 increased 30% to $97.2 million, or $0.59 per diluted share, compared to Combined net income of $74.8 million, or $0.47 per diluted share, in 2006.  Included in Combined GAAP net income for 2007 were after-tax charges of $7.4 million, or $0.05 per diluted share, for expenses related to the acquisition of the Bruker BioSpin Group.  For comparison, included in Combined GAAP net income for the year 2006 were after-tax charges of $5.0 million, or $0.03 per diluted share, for expenses related to the acquisition of Bruker Optics, which was completed on July 1, 2006.

 

Combined 2007 net income of $97.2 million was 208% higher than the Standalone 2007 net income of $31.5 million, as previously reported by Bruker BioSciences Corporation.  Combined 2007 earnings per diluted share of $0.59 were 97% higher than the Standalone 2007 earnings per diluted share of $0.30, as previously reported by Bruker BioSciences Corporation.

 

Combined cash flow from operations in 2007 was $127.1 million, compared to $82.8 million in 2006.  Combined free cash flow, defined as operating cash flow less capital expenditures, was $101.8 million during 2007, compared to $61.7 million during 2006.  As of December 31, 2007, the Combined Bruker Corporation had net cash of $290.4 million.

 

Comment and Outlook

 

Frank Laukien, President and CEO, commented: “The addition of the Bruker BioSpin Group to Bruker Corporation represents a significant step-up in our combined financial performance.  We are extremely pleased that our overall rapid growth has enabled the Combined Bruker to cross the billion-dollar-revenue threshold already in 2007, with Combined, currency-adjusted 2007 revenue growth of 15%.  Moreover, we have reached new levels of profitability and cash flow with Combined 2007 Bruker net income of $97 million and free cash flow of $102 million.  Our Combined 2007 GAAP EPS of $0.59 was nearly twice the previously reported Standalone 2007 EPS of $0.30 of Bruker BioSciences Corporation.”

 

Bill Knight, CFO, continued with an outlook for the year 2008: “Our markets in 2007 were strong, yet going forward there is considerable economic uncertainty.  Under the assumption that the overall market conditions we face will not deteriorate significantly, our financial goals for the full year 2008 include:

 

 



 

 

·                  revenue growth greater than 8%,

 

·                  operating margins greater than 14%, excluding expenses associated with the acquisition of the Bruker BioSpin Group,

 

·                  net income margins greater than 9%, excluding expenses associated with the acquisition of the Bruker BioSpin Group, and

 

·                  improved balance sheet metrics and operating cash flows.

 

It should be kept in mind that with the addition of the Bruker BioSpin Group, we expect that quarterly fluctuations in our financial results will increase.”

 

EARNINGS CONFERENCE CALL

 

Bruker Corporation will host an operator-assisted earnings conference call at 8 a.m. Eastern Time on Monday, March 17, 2008.  To listen to the webcast, investors can go to www.bruker.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 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 13763010.

 

ABOUT BRUKER CORPORATION (NASDAQ: BRKR)

 

As of February 26, 2008, Bruker Corporation has become the parent company of the entire Bruker group of companies.  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.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 (including 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

 

$

303,875

 

$

233,845

 

$

913,238

 

$

758,532

 

Service revenue

 

37,758

 

25,938

 

115,419

 

87,873

 

Other revenue

 

1,438

 

1,762

 

3,791

 

4,602

 

Total revenue

 

343,071

 

261,545

 

1,032,448

 

851,007

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

157,207

 

115,539

 

489,246

 

399,182

 

Cost of service revenue

 

24,407

 

15,991

 

73,591

 

53,207

 

Total cost of revenue

 

181,614

 

131,530

 

562,837

 

452,389

 

Gross profit margin

 

161,457

 

130,015

 

469,611

 

398,618

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Sales and marketing

 

45,965

 

39,069

 

156,783

 

131,393

 

General and administrative

 

17,165

 

14,739

 

59,600

 

51,853

 

Research and development

 

30,289

 

27,227

 

110,751

 

102,611

 

Acquisition related charges

 

6,868

 

(105

)

7,412

 

5,724

 

Total operating expenses

 

100,287

 

80,930

 

334,546

 

291,581

 

Operating income

 

61,170

 

49,085

 

135,065

 

107,037

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense), net

 

1,206

 

(1,493

)

5,750

 

4,716

 

 

 

 

 

 

 

 

 

 

 

Income before income tax provision and minority interest in consolidated subsidiaries

 

62,376

 

47,592

 

140,815

 

111,753

 

Income tax provision

 

25,378

 

12,043

 

43,278

 

36,927

 

Income before minority interest in consolidated subsidiaries

 

36,998

 

35,549

 

97,537

 

74,826

 

Minority interest in consolidated subsidiaries

 

44

 

(67

)

299

 

8

 

Net income

 

$

36,954

 

$

35,616

 

$

97,238

 

$

74,818

 

 

 

 

 

 

 

 

 

 

 

Net income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.23

 

$

0.22

 

$

0.60

 

$

0.47

 

Diluted

 

$

0.22

 

$

0.22

 

$

0.59

 

$

0.47

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

162,053

 

159,046

 

161,247

 

159,057

 

Diluted

 

164,725

 

160,915

 

164,314

 

160,106

 

 

 



 

 

Bruker Corporation (including Bruker BioSpin Group)

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

 

 

December 31,
2007

 

December 31,
2006

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and short-term investments

 

$

344,504

 

$

325,689

 

Accounts receivable, net

 

185,217

 

147,693

 

Inventories

 

447,688

 

408,892

 

Other current assets

 

57,288

 

46,306

 

Total current assets

 

1,034,697

 

928,580

 

 

 

 

 

 

 

Property and equipment, net

 

207,588

 

190,442

 

Intangible and other assets

 

69,346

 

57,558

 

Total assets

 

$

1,311,631

 

$

1,176,580

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings

 

$

34,846

 

$

27,190

 

Accounts payable

 

52,293

 

46,407

 

Other current liabilities

 

474,052

 

430,821

 

Total current liabilities

 

561,191

 

504,418

 

 

 

 

 

 

 

Long-term debt

 

6,394

 

26,995

 

Other long-term liabilities

 

107,656

 

71,648

 

Minority interest in subsidiaries

 

538

 

239

 

 

 

 

 

 

 

Total shareholders' equity

 

635,852

 

573,280

 

 

 

 

 

 

 

Total liabilities and shareholders' equity

 

$

1,311,631

 

$

1,176,580

 

 

 



 

 

FOR FURTHER INFORMATION:

 

Michael Willett, Investor Relations Officer

 

 

Tel: +1 (978) 663-3660, ext. 1411

 

 

Email:michael.willett@bruker.com

 

 

 


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