-----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, LtaqTu7+6WMKowzflJmoQCeHYNHETenHv6oI6DCPUeIHokGAGCtYFTeg0LtJEJjm F4UxAUJyGqvgA5gQRzp9hA== 0001104659-10-054149.txt : 20101028 0001104659-10-054149.hdr.sgml : 20101028 20101028071412 ACCESSION NUMBER: 0001104659-10-054149 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20101028 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20101028 DATE AS OF CHANGE: 20101028 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: 101146285 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 a10-17392_38k.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): October 28, 2010

 

BRUKER 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

 


 

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 under the Exchange Act

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

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

 

 

 



 

Section 2 — Financial Information

 

Item 2.02.  Results of Operations and Financial Condition

 

On October 28, 2010, Bruker Corporation issued a press release announcing combined financial results as of and for the nine months ended September 30, 2010.  A copy of the press release is attached hereto as Exhibit 99.1.

 

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.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01.  Financial Statements and Exhibits.

 

(d)

Exhibits

 

 

 

 

Number

 

 

 

 

 

99.1

Press release dated October  28, 2010.

 

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 CORPORATION
(Registrant)

 

 

 

 

Date: October 28, 2010

By:

/s/ BRIAN P. MONAHAN

 

 

 

Brian P. Monahan
Chief Financial Officer

 

 

3



 

Exhibit Index

 

Exhibit
Number

 

Exhibit Name

 

Location

 

 

 

 

 

99.1

 

Press release dated October 28, 2010.

 

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.

 

4


EX-99.1 2 a10-17392_3ex99d1.htm EX-99.1

 

Exhibit 99.1

 

Bruker Reports Financial Results for the Third Quarter of 2010

 

BILLERICA, Mass., October 28, 2010 (BUSINESS WIRE)  —  Bruker Corporation (NASDAQ: BRKR) today reported financial results for the third quarter ended September 30, 2010.

 

Third Quarter 2010 Financial Highlights:

 

·                  Revenue increased by 17% year-over-year to $310.2 million

·                  Adjusted EPS grew 90% year-over-year to $0.19

·                  Adjusted operating margins for the Bruker Scientific Instruments (BSI) segment expanded by 460 basis points year-over-year to 15.4%

 

First Nine Months 2010 Year-to-Date Financial Highlights:

 

·                  Revenue increased by 18% year-over-year to $888.8 million

·                  Adjusted EPS grew 91% year-over-year to $0.44

·                  Adjusted operating margins for the Bruker Scientific Instruments (BSI) segment expanded by 490 basis points year-over-year to 13.9%

 

Bruker Corporation Financial Results

 

In the third quarter of 2010, revenue was $310.2 million, an increase of 17% compared to revenue of $265.1 million in the third quarter of 2009.  Excluding the effects of acquisitions and foreign currency translation, third quarter 2010 revenue increased by 17% year-over-year.  GAAP net income for the third quarter of 2010 was $27.4 million, or $0.17 per diluted share, compared to GAAP net income of $16.4 million, or $0.10 per diluted share, in the third quarter of 2009.  Adjusted net income for the third quarter of 2010 was $31.5 million, or $0.19 per diluted share, compared to adjusted net income of $16.8 million, or $0.10 per diluted share, in the third quarter of 2009.

 

For the nine months ended September 30, 2010, revenue was $888.8 million, an increase of 18% compared to revenue of $748.1 million in the first nine months of 2009.  Excluding the effects of acquisitions and foreign currency translation, revenue for the first nine months of 2010 increased by 15% over the comparable period in 2009.  GAAP net income for the nine months ended September 30, 2010 was $66.1 million, or $0.40 per diluted share, compared to GAAP net income of $37.7 million, or $0.23 per diluted share, for the nine months ended September 30, 2009.  Adjusted net income for the nine months ended September 30, 2010 was $73.4 million, or $0.44 per diluted share, compared to adjusted net income of $38.3 million, or $0.23 per diluted share, for the nine months ended September 30, 2009.

 

Bruker ended the third quarter of 2010 with cash, cash equivalents and restricted cash of $190.5 million, and net cash of $69.1 million.  On October 7, 2010, Bruker closed the acquisition of the Atomic Force Microscopy (AFM) and the Stylus & Optical Metrology (SOM) businesses from Veeco Instruments Inc. for $229.4 million.  Bruker paid $61.8

 



 

million from existing cash, and borrowed $167.6 million under its existing Senior Credit Facility at a variable interest rate, which is presently less than 1% per annum.

 

Adjusted operating margin and adjusted EPS are non-GAAP measures that exclude certain items detailed later in this press release under the heading “Use of Non-GAAP Financial Measures.”

 

Bruker Scientific Instruments (BSI) Segment

 

In the third quarter of 2010, BSI revenue was $290.5 million, an increase of 15% compared to $251.6 for the third quarter of 2009.  Our new chemical analysis division, acquired in May 2010, generated revenue of $17.1 million in the third quarter of 2010.  Excluding the effects of acquisitions and foreign currency translation, BSI revenue for the third quarter of 2010 increased by 15% over the third quarter of 2009.  Adjusted operating margin for the BSI segment in the third quarter of 2010 was 15.4%, compared to 10.8% in the third quarter of 2009.  GAAP EPS for the BSI segment in the third quarter of 2010 was $0.18, compared to $0.11 in the third quarter of 2009.  Adjusted EPS for the BSI segment in the third quarter of 2010 was $0.20, compared to $0.11 in the third quarter of 2009.

 

For the nine months ended September 30, 2010, BSI revenue was $835.7 million, an increase of 16% compared to revenue of $716.5 million in the first nine months of 2009.  Excluding the effects of acquisitions and foreign currency translation, BSI revenue for the first nine months of 2010 increased by 14% over the comparable period in 2009.  Adjusted BSI operating margin for the nine months ended September 30, 2010 was 13.9%, compared to 9.0% for the nine months ended September 30, 2009.  GAAP EPS for the BSI Segment for the nine months ended September 30, 2010 was $0.43 per diluted share, compared to $0.25 per diluted share for the nine months ended September 30, 2009.  Adjusted EPS for the BSI Segment for the nine months ended September 30, 2010 was $0.47 per diluted share, compared to $0.26 per diluted share for the nine months ended September 30, 2009.

 

Bruker Energy & Supercon Technologies (BEST) Segment

 

In the third quarter of 2010, BEST revenue was $22.4 million, an increase of 57% compared to $14.2 million for the third quarter of 2009.  Excluding the effects of foreign currency translation, BEST revenue for the third quarter of 2010 increased by 74% organically over the third quarter of 2009.  The BEST segment GAAP loss per diluted share in the third quarter of 2010 was ($0.01), compared to ($0.01) in the third quarter of 2009.

 

For the nine months ended September 30, 2010, revenue for BEST was $61.2 million, an increase of 70% compared to revenue of $36.0 million in the first nine months of 2009.  Excluding the effects of acquisitions and foreign currency translation, BEST revenue for

 



 

the first nine months of 2010 increased by 58% over the comparable period in 2009.  BEST’s operating loss for the nine months ended September 30, 2010 was ($3.0) million, compared to an operating loss of ($4.3) million in the same prior year period.  The BEST segment GAAP loss per diluted share for the nine months ended September 30, 2010 was ($0.03), compared to ($0.03) for the nine months ended September 30, 2009.

 

Comment and Outlook

 

Frank Laukien, President and CEO of Bruker Corporation, stated: “We are pleased with our financial results for the third quarter and the first nine months of 2010, particularly with our robust revenue growth and our significant increases in operating income and EPS.  Our new order bookings continue to be healthy in both our core Scientific Instruments and BEST segments.  In the last few months, we benefitted from strong U.S. bookings for high-end scientific research instruments, partially or fully funded by the American Recovery and Reinvestment Act (ARRA).  We continue to see positive signs globally regarding spending by our industrial and applied customers, and we are confident that academic and government research budgets in many key European countries will be stable or grow next year.”

 

Brian Monahan, Chief Financial Officer of Bruker Corporation, commented on the outlook for the fourth quarter 2010 and the year 2011: “We believe that we have been successful in further reducing our previously very strong seasonality by strengthening our first three quarters in 2010, and becoming less reliant on the fourth quarter in order to deliver on our full year financial goals.  We still expect the fourth quarter of 2010 to again be our strongest revenue quarter of the year, with anticipated revenue of greater than $360 million reflecting sequential revenue growth of more than 16% from the third to the fourth quarter of 2010.  We now estimate that our full year 2010 revenue will exceed $1.25 billion, which corresponds to greater than 12% revenue growth compared to the full year 2009, and well above our stated full year 2010 goal of total currency-adjusted revenue growth greater than 5%.  Based on our excellent year-to-date 2010 bookings trends and high backlog, our two recent acquisitions, and our encouraging outlook for funding in most of our key markets, we expect to grow significantly next year, and anticipate revenue greater than $1.45 billion, as well as steady margin expansion in our BSI segment for the full year 2011.”

 

Mr. Monahan continued: “In the fourth quarter of 2010, we expect ($0.06) to ($0.08) combined GAAP dilution from transition effects in our new Chemical Analysis Division (CAD), acquired in May 2010, and in our new AFM and SOM business units, acquired on October 7th, 2010.  Both businesses had inventory valuation step-ups at closing, both operate in part under temporary transition services agreements until we can relocate some of their field offices, factories and IT infrastructure (expected to be completed in the middle of 2011), and both generate increased non-cash intangible amortization expenses.  Moreover, the AFM and SOM businesses have adopted the Bruker revenue recognition policy, essentially causing a one-time effect of shifting most AFM and SOM systems revenue back by six to eight weeks in the fourth quarter of 2010.  Excluding the newly

 



 

acquired CA division and AFM/SOM businesses, for the BSI segment we expect an adjusted operating margin of greater than 16%, and adjusted EPS of greater than $0.21 for the fourth quarter of 2010, both up sequentially compared to the third quarter of 2010.  Excluding the newly acquired CA division and AFM/SOM businesses, for the BSI segment we expect an adjusted operating margin of greater than 14%, and adjusted EPS of greater than $0.68 for the full year 2010.”

 

Use of Non-GAAP Financial Measures

 

In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use certain non-GAAP financial measures, including adjusted EPS, adjusted operating income and adjusted operating margin, which exclude acquisition-related and restructuring and other charges. We exclude the above items because they are outside of our normal operations and/or, in certain cases, are difficult to forecast accurately for future periods. We believe that the use of 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.

 

For example:

 

We exclude certain acquisition-related charges or credits and associated tax effects, including charges for the sale of inventories revalued at the date of acquisition, significant transaction costs such as legal fees and credits associated with bargain purchases. We exclude these costs because we do not believe they are indicative of our normal operating costs.

 

We exclude charges and tax effects associated with restructuring  and business divestiture activities, such as reducing overhead and consolidating facilities. We believe that the costs related to these restructuring and business divestiture activities are not indicative of our normal operating costs.

 

We exclude the expense and tax effects associated with the amortization of acquisition-related intangible assets because a significant portion of the purchase price for acquisitions may be allocated to intangible assets that have lives of 5 to 20 years. Exclusion of these non-cash amortization expenses allows comparisons of operating results that are consistent over time for both our newly acquired and long-held businesses.

 

Bruker’s management uses these non-GAAP measures, in addition to GAAP financial measures, as the basis for measuring the company’s core operating performance and comparing such performance to that of prior periods and to the performance of our competitors.  Such measures are also used by management in their financial and operating decision-making and for compensation purposes.

 



 

The non-GAAP financial measures of Bruker’s results of operations included in this press release are not meant to be considered superior to or a substitute for Bruker’s 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 Corporation will host an operator-assisted earnings conference call at 9:00 a.m. Eastern Daylight Time on Thursday, October 28, 2010.  To listen to the webcast, investors can go to http://ir.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 800-688-0796, or +1-617-614-4070 outside the US and Canada.  Investors should refer to the Bruker 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 +1-617-801-6888 outside the US and Canada, and then entering replay pass code 10737820.  For more information, please visit http://ir.bruker.com

 

CAUTIONARY STATEMENT OF BRUKER CORPORATION

 

Any statements contained in this presentation 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 risks and uncertainties that could cause actual results to differ materially from those projected, including, but not limited to, risks and uncertainties relating to adverse changes in conditions in the global economy and volatility in the capital markets, 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, realization of anticipated benefits from economic stimulus programs, intellectual property rights, litigation, and exposure to foreign currency fluctuations and other risk factors discussed from time to time in our filings with the Securities and Exchange Commission. 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, 2009, our most recent quarterly reports on Form 10-Q and our current reports on Form 8-K. We expressly disclaim any intent or obligation to update these forward-looking statements other than as required by law.

 

CAUTIONARY STATEMENT OF BEST

 

This press release contains forward-looking statements. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In many cases, you can identify forward-looking statements by terms such as

 



 

“may,” “will,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential,” “continue” or other similar words.

 

These forward-looking statements are predictions, not guarantees. These statements relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other important factors that may cause our actual results, levels of activity, performance or achievements to materially differ from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Risks and uncertainties that could cause actual results to differ materially from those projected, include, but are not limited to, the integration of businesses we have acquired or may acquire in the future, changing technologies, product development, 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. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as guarantees of future events.

 

The forward-looking statements in this press release represent our views as of the date of this press release. We anticipate that subsequent events and developments may cause our views to change. However, while we may elect to update these forward-looking statements at some point in the future, we have no current intention of doing so except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing our views as of any date subsequent to the date of this press release.

 


 


 

Bruker Corporation

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)

 

 

 

Three Months Ended September 30,

 

Nine Months Ended September 30,

 

(in millions, except per share amounts)

 

2010

 

2009

 

2010

 

2009

 

Revenues

 

$

310.2

 

$

265.1

 

$

888.8

 

$

748.1

 

Cost of revenues

 

163.3

 

145.9

 

479.9

 

415.0

 

Gross profit

 

146.9

 

119.2

 

408.9

 

333.1

 

Operating Expenses:

 

 

 

 

 

 

 

 

 

Selling, general and administrative

 

72.2

 

61.2

 

201.9

 

180.1

 

Research and development

 

32.5

 

31.6

 

96.5

 

91.8

 

Amortization of acquisition-related intangible assets

 

1.0

 

0.4

 

2.1

 

1.3

 

Other charges (credits), net

 

1.9

 

 

4.3

 

(0.6

)

Total operating expenses

 

107.6

 

93.2

 

304.8

 

272.6

 

Operating income

 

39.3

 

26.0

 

104.1

 

60.5

 

 

 

 

 

 

 

 

 

 

 

Interest and other income (expense), net

 

(1.1

)

(1.8

)

(5.6

)

(4.6

)

 

 

 

 

 

 

 

 

 

 

Income before income taxes and noncontrolling interest in consolidated subsidiaries

 

38.2

 

24.2

 

98.5

 

55.9

 

Income tax provision

 

10.3

 

8.1

 

31.7

 

18.5

 

 

 

 

 

 

 

 

 

 

 

Consolidated net income

 

27.9

 

16.1

 

66.8

 

37.4

 

Net income (loss) attributable to noncontrolling interests in consolidated subsidiaries

 

0.5

 

(0.3

)

0.7

 

(0.3

)

Net income attributable to Bruker Corporation

 

$

27.4

 

$

16.4

 

$

66.1

 

$

37.7

 

 

 

 

 

 

 

 

 

 

 

Net income per common share attributable to

 

 

 

 

 

 

 

 

 

Bruker Corporation shareholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.17

 

$

0.10

 

$

0.40

 

$

0.23

 

Diluted

 

$

0.17

 

$

0.10

 

$

0.40

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

164.5

 

163.5

 

164.3

 

163.4

 

Diluted

 

165.7

 

165.0

 

165.6

 

164.7

 

 



 

Reconciliation of adjusted operating income, net income and earnings per share for the three and nine months ended September 30, 2010 and 2009 (unaudited) (a) (b)

(in millions, except per share data)

 

 

 

Three Months Ended

September 30,

 

Nine Months Ended

September 30,

 

(in millions, except per share amounts)

 

2010

 

2009

 

2010

 

2009

 

Reconciliation of Adjusted Operating Income

 

 

 

 

 

 

 

 

 

GAAP operating income (a)

 

$

39.3

 

$

26.0

 

$

104.1

 

$

60.5

 

Cost of revenues charges (c)

 

1.5

 

 

1.7

 

 

Amortization of acquisition-related intangible assets (d)

 

1.0

 

0.4

 

2.1

 

1.3

 

Other charges (credits), net (e)

 

1.9

 

 

4.3

 

(0.6

)

Adjusted operating income

 

$

43.7

 

$

26.4

 

$

112.2

 

$

61.2

 

Adjusted operating margins

 

14.1

%

10.0

%

12.6

%

8.2

%

 

 

 

 

 

 

 

 

 

 

Reconciliation of Adjusted Net Income

 

 

 

 

 

 

 

 

 

GAAP net income (a)

 

$

27.4

 

$

16.4

 

$

66.1

 

$

37.7

 

Cost of revenues charges (c)

 

1.4

 

 

1.6

 

 

Amortization of acquisition-related intangible assets (d)

 

0.9

 

0.4

 

1.9

 

1.2

 

Other charges (credits), net (e)

 

1.8

 

 

3.8

 

(0.6

)

Adjusted net income

 

$

31.5

 

$

16.8

 

$

73.4

 

$

38.3

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of Adjusted Earnings Per Share

 

 

 

 

 

 

 

 

 

GAAP earnings per share (a)

 

$

0.17

 

$

0.10

 

$

0.40

 

$

0.23

 

Cost of revenues charges (c)

 

0.01

 

 

0.01

 

 

Amortization of acquisition-related intangible assets (d)

 

 

 

0.01

 

0.01

 

Other charges (credits), net (e)

 

0.01

 

 

0.02

 

(0.01

)

Adjusted earnings per share

 

$

0.19

 

$

0.10

 

$

0.44

 

$

0.23

 


(a)         “GAAP” (reported) results were determined in accordance with U.S. generally accepted accounting principles (GAAP)

(b)         Adjusted results are non-GAAP measures and for income measures exclude certain charges to cost of revenues (see note c for details); amortization of acquisition-related intangible assets (see note d for details); restructuring and other charges (see note e for details); and the tax consequences of the preceding items (see note f for details)

(c)          Reported results in 2010 include charges for the sale of inventories revalued at the date of acquisition

(d)         Reported results in 2010 and 2009 include charges for the amortization of acquisition-related intangible assets

(e)          Reported results within other charges (credits) in 2010 include $1.0 million of  charges associated with the divestiture of a manufacturing facility, and $1.4 million of charges associated with short-term transition services agreements and $1.7 million in charges for professional fees associated with our acquisitions in the second and third quarters. Reported results within other charges (credits) in 2009 included a net gain of $0.6 million on the acquisition of ACCEL Instruments

(f)           The charges described in notes c, d and e have been tax effected using enacted tax rates in the jurisdiction in which the charge was recorded

 



 

Reconciliation of BSI and BEST reportable segments to the consolidated results of Bruker Corporation for the three and nine months ended September 30, 2010 and 2009 (unaudited) (a) (b)

 

Segment Data

 

 

 

Bruker

 

 

 

 

 

(in millions, except per share amounts)

 

Bruker

 

Energy &

 

Corporate,

 

Consolidated

 

 

 

Scientific

 

Supercon

 

Adjustments

 

Bruker

 

Three Months Ended September 30, 2010:

 

Instruments

 

Technologies

 

& Eliminations

 

Corporation

 

Revenue

 

$

290.5

 

$

22.4

 

$

(2.7

)

$

310.2

 

 

 

 

 

 

 

 

 

 

 

Gross profit - GAAP

 

143.9

 

3.4

 

(0.4

)

146.9

 

Cost of revenues charges (c)

 

1.5

 

 

 

1.5

 

Gross profit - adjusted

 

$

145.4

 

$

3.4

 

$

(0.4

)

$

148.4

 

Gross profit margin - adjusted

 

50.1

%

15.2

%

 

 

47.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) - GAAP

 

$

40.4

 

$

(0.8

)

$

(0.3

)

$

39.3

 

Cost of revenues charges (c)

 

1.5

 

 

 

1.5

 

Amortization of acquisition-related intangible assets (d)

 

0.9

 

0.1

 

 

1.0

 

Other charges (e)

 

1.9

 

 

 

1.9

 

Operating income (loss) - adjusted

 

$

44.7

 

$

(0.7

)

$

(0.3

)

$

43.7

 

Operating margin - adjusted

 

15.4

%

(3.1

)%

 

 

14.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Bruker Corporation - GAAP

 

$

29.4

 

$

(1.7

)

$

(0.3

)

$

27.4

 

Cost of revenues charges (c)

 

1.4

 

 

 

1.4

 

Amortization of acquisition-related intangible assets (d)

 

0.8

 

0.1

 

 

0.9

 

Other charges (e)

 

1.8

 

 

 

1.8

 

Net income (loss) attributable to Bruker Corporation - adjusted

 

$

33.4

 

$

(1.6

)

$

(0.3

)

$

31.5

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per common share attributable to Bruker Corporation - GAAP

 

$

0.18

 

$

(0.01

)

$

(0.00

)

$

0.17

 

Cost of revenues charges (c)

 

0.01

 

 

 

0.01

 

Amortization of acquisition-related intangible assets (d)

 

 

 

 

 

Other charges (e)

 

0.01

 

 

 

0.01

 

Diluted net income (loss) per common share attributable to Bruker Corporation - adjusted

 

$

0.20

 

$

(0.01

)

$

(0.00

)

$

0.19

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

165.7

 

164.5

 

164.5

 

165.7

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended September 30, 2009:

 

 

 

 

 

 

 

 

 

Revenue

 

$

251.6

 

$

14.2

 

$

(0.7

)

$

265.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit - GAAP

 

$

114.9

 

$

3.7

 

$

0.6

 

$

119.2

 

Cost of revenues charges (c)

 

 

 

 

 

Gross profit - adjusted

 

$

114.9

 

$

3.7

 

$

0.6

 

$

119.2

 

Gross profit margin - adjusted

 

45.7

%

26.1

%

 

 

45.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) - GAAP

 

$

26.9

 

$

(1.2

)

$

0.3

 

$

26.0

 

Cost of revenues charges (c)

 

 

 

 

 

Amortization of acquisition-related intangible assets (d)

 

0.3

 

0.1

 

 

0.4

 

Other charges (credits), net (e)

 

 

 

 

 

Operating income (loss) - adjusted

 

$

27.2

 

$

(1.1

)

$

0.3

 

$

26.4

 

Operating margin - adjusted

 

10.8

%

(7.7

)%

 

 

10.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Bruker Corporation - GAAP

 

$

18.1

 

$

(1.5

)

$

(0.2

)

$

16.4

 

Cost of revenues charges (c)

 

 

 

 

 

Amortization of acquisition-related intangible assets (d)

 

0.3

 

0.1

 

 

0.4

 

Other charges (credits), net (e)

 

 

 

 

 

Net income (loss) attributable to Bruker Corporation - adjusted

 

$

18.4

 

$

(1.4

)

$

(0.2

)

$

16.8

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per common share attributable to Bruker Corporation - GAAP

 

$

0.11

 

$

(0.01

)

$

(0.00

)

$

0.10

 

Cost of revenues charges (c)

 

 

 

 

 

Amortization of acquisition-related intangible assets (d)

 

 

 

 

 

Other charges (e)

 

 

 

 

 

Diluted net income (loss) per common share attributable to Bruker Corporation - adjusted

 

$

0.11

 

$

(0.01

)

$

(0.00

)

$

0.10

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

165.0

 

163.5

 

163.5

 

165.0

 

 


 


 

Segment Data

 

 

 

Bruker

 

 

 

 

 

(in millions, except per share amounts)

 

Bruker

 

Energy &

 

Corporate,

 

Consolidated

 

 

 

Scientific

 

Supercon

 

Adjustments

 

Bruker

 

Nine Months Ended September 30, 2010:

 

Instruments

 

Technologies

 

& Eliminations

 

Corporation

 

Revenue

 

$

835.7

 

$

61.2

 

$

(8.1

)

$

888.8

 

 

 

 

 

 

 

 

 

 

 

Gross profit - GAAP

 

399.8

 

10.6

 

(1.5

)

408.9

 

Cost of revenues charges (c)

 

1.7

 

 

 

1.7

 

Gross profit - adjusted

 

$

401.5

 

$

10.6

 

$

(1.5

)

$

410.6

 

Gross profit margin - adjusted

 

48.0

%

17.3

%

 

 

46.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) - GAAP

 

$

108.5

 

$

(3.0

)

$

(1.4

)

$

104.1

 

Cost of revenues charges (c)

 

1.7

 

 

 

1.7

 

Amortization of acquisition-related intangible assets (d)

 

1.8

 

0.3

 

 

2.1

 

Other charges (e)

 

4.3

 

 

 

4.3

 

Operating income (loss) - adjusted

 

$

116.3

 

$

(2.7

)

$

(1.4

)

$

112.2

 

Operating margin - adjusted

 

13.9

%

(4.4

)%

 

 

12.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Bruker Corporation - GAAP

 

$

71.7

 

$

(4.5

)

$

(1.1

)

$

66.1

 

Cost of revenues charges (c)

 

1.6

 

 

 

1.6

 

Amortization of acquisition-related intangible assets (d)

 

1.6

 

0.3

 

 

1.9

 

Other charges (e)

 

3.8

 

 

 

3.8

 

Net income (loss) attributable to Bruker Corporation - adjusted

 

$

78.7

 

$

(4.2

)

$

(1.1

)

$

73.4

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per common share attributable to Bruker Corporation - GAAP

 

$

0.43

 

$

(0.03

)

$

(0.01

)

$

0.40

 

Cost of revenues charges (c)

 

0.01

 

 

 

0.01

 

Amortization of acquisition-related intangible assets (d)

 

0.01

 

 

 

0.01

 

Other charges (e)

 

0.02

 

 

 

0.02

 

Diluted net income (loss) per common share attributable to Bruker Corporation - adjusted

 

$

0.47

 

$

(0.03

)

$

(0.01

)

$

0.44

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

165.6

 

164.3

 

164.3

 

165.6

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended September 30, 2009:

 

 

 

 

 

 

 

 

 

Revenue

 

$

716.5

 

$

36.0

 

$

(4.4

)

$

748.1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit - GAAP

 

$

325.9

 

$

5.8

 

$

1.4

 

$

333.1

 

Cost of revenues charges (c)

 

 

 

 

 

Gross profit - adjusted

 

$

325.9

 

$

5.8

 

$

1.4

 

$

333.1

 

Gross profit margin - adjusted

 

45.5

%

16.1

%

 

 

44.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income (loss) - GAAP

 

$

63.4

 

$

(4.3

)

$

1.4

 

$

60.5

 

Cost of revenues charges (c)

 

 

 

 

 

Amortization of acquisition-related intangible assets (d)

 

1.0

 

0.3

 

 

1.3

 

Other charges (credits), net (e)

 

 

(0.6

)

 

(0.6

)

Operating income (loss) - adjusted

 

$

64.4

 

$

(4.6

)

$

1.4

 

$

61.2

 

Operating margin - adjusted

 

9.0

%

(12.8

)%

 

 

8.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Bruker Corporation - GAAP

 

$

41.7

 

$

(5.0

)

$

1.0

 

$

37.7

 

Cost of revenues charges (c)

 

 

 

 

 

Amortization of acquisition-related intangible assets (d)

 

0.9

 

0.3

 

 

1.2

 

Other charges (credits), net (e)

 

 

(0.6

)

 

(0.6

)

Net income (loss) attributable to Bruker Corporation - adjusted

 

$

42.6

 

$

(5.3

)

$

1.0

 

$

38.3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted net income (loss) per common share attributable to Bruker Corporation - GAAP

 

$

0.25

 

$

(0.03

)

$

0.01

 

$

0.23

 

Cost of revenues charges (c)

 

 

 

 

 

Amortization of acquisition-related intangible assets (d)

 

0.01

 

 

 

0.01

 

Other charges (e)

 

 

(0.01

)

 

(0.01

)

Diluted net income (loss) per common share attributable to Bruker Corporation - adjusted

 

$

0.26

 

$

(0.04

)

$

0.01

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

164.7

 

163.4

 

164.7

 

164.7

 

 



 

Bruker Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

 

(in millions)

 

September 30,
2010

 

December 31,
2009

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

190.5

 

$

209.1

 

Accounts receivable, net

 

195.4

 

184.1

 

Inventories

 

487.8

 

422.8

 

Other current assets

 

80.3

 

57.5

 

Total current assets

 

954.0

 

873.5

 

 

 

 

 

 

 

Property, plant and equipment, net

 

218.7

 

223.4

 

Intangible and other long-term assets

 

104.4

 

75.1

 

 

 

 

 

 

 

Total assets

 

$

1,277.1

 

$

1,172.0

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings

 

$

27.1

 

$

22.0

 

Accounts payable

 

60.1

 

49.8

 

Customer advances

 

211.7

 

219.2

 

Other current liabilities

 

292.7

 

249.2

 

Total current liabilities

 

591.6

 

540.2

 

 

 

 

 

 

 

Long-term debt

 

94.3

 

115.7

 

Other long-term liabilities

 

97.2

 

97.3

 

 

 

 

 

 

 

Total shareholders’ equity

 

494.0

 

418.8

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,277.1

 

$

1,172.0

 

 

FOR FURTHER INFORMATION:

 

Stacey Desrochers, Director of Investor Relations

 

 

Tel:  +1 (978) 663-3660, ext. 1115

 

 

Email:  stacey.desrochers@bruker.com

 


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