0001104659-12-030934.txt : 20120501 0001104659-12-030934.hdr.sgml : 20120501 20120501071448 ACCESSION NUMBER: 0001104659-12-030934 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120501 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120501 DATE AS OF CHANGE: 20120501 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: 12797856 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 a12-10427_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): May 1, 2012

 

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 (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act  (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act  (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act  (17 CFR 240.13e-4(c))

 

 

 



 

Section 2 — Financial Information

 

Item 2.02.  Results of Operations and Financial Condition

 

On May 1, 2012, Bruker Corporation issued a press release announcing combined financial results as of and for the three months ended March 31, 2012.  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 May 1, 2012.

 

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: May 1, 2012

By:

/s/ William J. Knight

 

 

William J. Knight

 

 

Chief Financial Officer

 

3



 

Exhibit Index

 

Exhibit
Number

 

Exhibit Name

 

Location

 

 

 

 

 

99.1

 

Press release dated May 1, 2012.

 

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 a12-10427_2ex99d1.htm EX-99.1

Exhibit 99.1

 

Bruker Corporation Reports First Quarter 2012 Financial Results

 

BILLERICA, Mass., May 1, 2012 (BUSINESS WIRE) — Bruker Corporation (NASDAQ: BRKR) today reported financial results for the first quarter ended March 31, 2012.

 

First Quarter 2012 Highlights

 

·                  Revenue increased 13.6% year-over-year to $405.6 million, or by 13.7% organically

 

·                  GAAP operating income increased 33.9% year-over-year to $34.4 million

 

·                  Adjusted operating income increased 21.8% year-over-year to $43.6 million

 

·                  GAAP net income increased 33.6% year-over-year to $15.1 million

 

·                  BSI segment adjusted EPS was $0.15, beating guidance and consensus

 

Financial Results

 

In the first quarter of 2012, GAAP revenue was $405.6 million, an increase of 13.6% compared to revenue of $357.0 million in the first quarter of 2011.  Excluding the effects of foreign currency translation, first quarter revenue increased by 15.0% year-over-year, and organic growth was 13.7%.  GAAP operating income in the first quarter of 2012 was $34.4 million, compared to $25.7 million in the first quarter of 2011, an increase of 33.9%.  Adjusted operating income in the first quarter of 2012 was $43.6 million, compared to $35.8 million in the first quarter of 2011, an increase of 21.8%.

 

GAAP net income in the first quarter of 2012 was $15.1 million, or $0.09 per diluted share, compared to GAAP net income of $11.3 million, or $0.07 per diluted share, in the first quarter of 2011, an increase in net income of 33.6%.  Adjusted net income in the first quarter of 2012 was $23.8 million, or $0.14 per diluted share, compared to adjusted net income of $21.3 million, or $0.13 per diluted share, in the first quarter of 2011, an increase in adjusted net income of 11.7%.

 

For the first quarter of 2012, Bruker’s cash flow provided by operations was $4.8 million, compared to cash used in operations of ($29.4) million in the first quarter of 2011.  As of March 31, 2012, Bruker had cash, cash equivalents and restricted cash of $233.1 million, and net debt of $86.5 million.

 

Bruker Scientific Instruments (BSI) Segment

 

In the first quarter of 2012, BSI revenue was $378.1 million, an increase of 12.6% compared to revenue of $335.8 million in the first quarter of 2011.  Excluding the effects of foreign currency translation, BSI revenue in the first quarter increased by 13.7% year-over-year, and organic growth was 12.4%.  Adjusted operating income for BSI increased by 15.9% in the first quarter of 2012 to $43.7 million, compared to $37.7 million in the first quarter of 2011.  Adjusted EPS for the BSI segment in the first quarter of 2012 was $0.15 per diluted share, compared to $0.15 per diluted share in the first quarter of 2011.

 



 

Bruker Energy & Supercon Technologies (BEST) Segment

 

In the first quarter of 2012, BEST revenue was $30.0 million, an increase of 25.0% compared to revenue of $24.0 million in the first quarter of 2011.  Excluding the effects of foreign currency translation, BEST revenue in the first quarter increased organically by 30.4% year-over-year.  In the first quarter of 2012, BEST had adjusted operating income of $0.3 million, compared to an adjusted operating loss of ($0.6) million in the first quarter of 2011.  Adjusted net loss per diluted share for the BEST segment in the first quarter of 2012 was ($0.01), compared to ($0.01) in the first quarter of 2011.

 

Comment and Outlook

 

Frank Laukien, Bruker’s President and CEO, commented: “We are pleased with our first quarter 2012 results, as we delivered 13.7% organic revenue growth, along with double-digit growth in operating income and net income year-over-year.  Our backlog continued to grow even further due to excellent first quarter 2012 orders.  The tone in many of our end markets has improved since the fourth quarter of 2011, and our focus on new products and innovative solutions for major secular trends in the life and materials sciences and related industries is resulting in excellent, profitable organic growth.”

 

Dr. Laukien continued: “We also continue to expand our addressable markets with new products and applications, along with new product line acquisitions.  During the first quarter we purchased SkyScan B.V. which develops, manufactures and distributes advanced, high-resolution micro computed tomography (CT) systems for three-dimensional (3D) X-ray imaging.  These products fit nicely into our global materials research and preclinical imaging channels, and complement our other X-ray analysis and preclinical MRI products.”

 

Tom Rosa, the Chief Financial Officer of BEST, added: “Despite excellent progress by BEST in the last three years, in March 2012 we withdrew our S-1 for BEST because of current equity market conditions in our industry sectors, and in order to save on legal, accounting, and other costs associated with keeping the S-1 filing current.  Moreover, Bruker Corporation has internally funded much of the major BEST capacity expansion for metallic superconductors, as well as important new product development programs for crystal growth magnets (CGM), inductive superconducting fault current limiters (iSFCL), and next-generation high-temperature superconductor (HTS) scale-up.”

 

Mr. Rosa added: “As a result of the S-1 withdrawal, we can now provide BEST segment guidance: for the year 2012, BEST expects organic revenue growth of 15%, near break-even adjusted operating income, and an adjusted loss per share of ($0.04).  We are committed to the success of BEST, as it continues to execute on its rapid growth and emerging profitability strategy.”

 



 

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 net 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 3 to 12 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 Tuesday, May 1, 2012.  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 78974051.  For more information, please visit http://ir.bruker.com

 

CAUTIONARY STATEMENT OF BRUKER CORPORATION

 

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 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, the outcome of any actions that may be taken by government agencies in connection with FCPA compliance matters we have disclosed to them, 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, 2011, 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.

 



 

Bruker Corporation

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (unaudited)

 

 

 

Three Months Ended

 

 

 

March 31,

 

(in millions, except per share amounts)

 

2012

 

2011

 

 

 

 

 

 

 

Revenues

 

$

405.6

 

$

357.0

 

Cost of revenues

 

215.2

 

195.2

 

 

 

 

 

 

 

Gross profit

 

190.4

 

161.8

 

 

 

 

 

 

 

Operating Expenses:

 

 

 

 

 

Selling, general and administrative

 

104.4

 

89.3

 

Research and development

 

48.2

 

44.7

 

Other charges, net

 

3.4

 

2.1

 

Total operating expenses

 

156.0

 

136.1

 

 

 

 

 

 

 

Operating income

 

34.4

 

25.7

 

 

 

 

 

 

 

Interest and other income (expense), net

 

(7.5

)

(5.0

)

 

 

 

 

 

 

Income before income taxes and noncontrolling interest in consolidated subsidiaries

 

26.9

 

20.7

 

Income tax provision

 

11.8

 

9.0

 

 

 

 

 

 

 

Consolidated net income

 

15.1

 

11.7

 

Net income attributable to noncontrolling interests in consolidated subsidiaries

 

 

0.4

 

Net income attributable to Bruker Corporation

 

$

15.1

 

$

11.3

 

 

 

 

 

 

 

Net income per common share attributable to Bruker Corporation shareholders:

 

 

 

 

 

Basic and diluted

 

$

0.09

 

$

0.07

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

165.7

 

165.1

 

Diluted

 

166.9

 

166.7

 

 



 

Reconciliation of BSI and BEST reportable segments to the consolidated results of Bruker Corporation for the three months ended March 31, 2012 and 2011 (unaudited) (a) (b)

 

Segment Data

 

 

 

 

 

Bruker

 

 

 

 

 

 

 

Bruker

 

Energy &

 

Corporate,

 

Consolidated

 

 

 

Scientific

 

Supercon

 

Adjustments

 

Bruker

 

(in millions, except per share amounts)

 

Instruments

 

Technologies

 

& Eliminations

 

Corporation

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2012:

 

 

 

 

 

 

 

 

 

Revenue

 

$

378.1

 

$

30.0

 

$

(2.5

)

$

405.6

 

 

 

 

 

 

 

 

 

 

 

Gross profit - GAAP (a)

 

$

184.4

 

$

6.5

 

$

(0.5

)

$

190.4

 

Cost of revenues charges (c)

 

0.7

 

 

 

0.7

 

Amortization of acquisition-related intangible assets (d)

 

4.2

 

0.1

 

 

4.3

 

Gross profit - adjusted (b)

 

$

189.3

 

$

6.6

 

$

(0.5

)

$

195.4

 

Gross profit margin - adjusted (b)

 

50.1

%

22.0

%

 

 

48.2

%

 

 

 

 

 

 

 

 

 

 

Operating income (loss) - GAAP (a)

 

$

35.1

 

$

(0.3

)

$

(0.4

)

$

34.4

 

Cost of revenues charges (c)

 

0.7

 

 

 

0.7

 

Amortization of acquisition-related intangible assets (d)

 

5.0

 

0.1

 

 

5.1

 

Other charges (e)

 

2.9

 

0.5

 

 

3.4

 

Operating income (loss) - adjusted (b)

 

$

43.7

 

$

0.3

 

$

(0.4

)

$

43.6

 

Operating margin - adjusted (b)

 

11.6

%

1.0

%

 

 

10.7

%

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Bruker Corporation - GAAP (a)

 

$

17.1

 

$

(1.7

)

$

(0.3

)

$

15.1

 

Cost of revenues charges (c)

 

0.5

 

 

 

0.5

 

Amortization of acquisition-related intangible assets (d)

 

4.8

 

0.1

 

 

4.9

 

Other charges (e)

 

2.8

 

0.5

 

 

3.3

 

Net income (loss) attributable to Bruker Corporation - adjusted (b)

 

$

25.2

 

$

(1.1

)

$

(0.3

)

$

23.8

 

 

 

 

 

 

 

 

 

 

 

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

 

$

0.10

 

$

(0.01

)

$

 

$

0.09

 

Cost of revenues charges (c)

 

 

 

 

 

Amortization of acquisition-related intangible assets (d)

 

0.03

 

 

 

0.03

 

Other charges (e)

 

0.02

 

 

 

0.02

 

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

 

$

0.15

 

$

(0.01

)

$

 

$

0.14

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

166.9

 

165.7

 

165.7

 

166.9

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended March 31, 2011:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

335.8

 

$

24.0

 

$

(2.8

)

$

357.0

 

 

 

 

 

 

 

 

 

 

 

Gross profit - GAAP (a)

 

$

158.3

 

$

4.8

 

$

(1.3

)

$

161.8

 

Cost of revenues charges (c)

 

4.1

 

 

 

4.1

 

Amortization of acquisition-related intangible assets (d)

 

3.2

 

0.1

 

 

3.3

 

Gross profit - adjusted (b)

 

$

165.6

 

$

4.9

 

$

(1.3

)

$

169.2

 

Gross profit margin - adjusted (b)

 

49.3

%

20.4

%

 

 

47.4

%

 

 

 

 

 

 

 

 

 

 

Operating income (loss) - GAAP (a)

 

$

27.7

 

$

(0.7

)

$

(1.3

)

$

25.7

 

Cost of revenues charges (c)

 

4.1

 

 

 

4.1

 

Amortization of acquisition-related intangible assets (d)

 

3.8

 

0.1

 

 

3.9

 

Other charges (e)

 

2.1

 

 

 

2.1

 

Operating income (loss) - adjusted (b)

 

$

37.7

 

$

(0.6

)

$

(1.3

)

$

35.8

 

Operating margin - adjusted (b)

 

11.2

%

(2.5

)%

 

 

10.0

%

 

 

 

 

 

 

 

 

 

 

Net income (loss) attributable to Bruker Corporation - GAAP (a)

 

$

14.1

 

$

(1.8

)

$

(1.0

)

$

11.3

 

Cost of revenues charges (c)

 

4.1

 

 

 

4.1

 

Amortization of acquisition-related intangible assets (d)

 

3.6

 

0.1

 

 

3.7

 

Other charges (e)

 

2.2

 

 

 

2.2

 

Net income (loss) attributable to Bruker Corporation - adjusted (b)

 

$

24.0

 

$

(1.7

)

$

(1.0

)

$

21.3

 

 

 

 

 

 

 

 

 

 

 

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

 

$

0.09

 

$

(0.01

)

$

(0.01

)

$

0.07

 

Cost of revenues charges (c)

 

0.03

 

 

 

0.03

 

Amortization of acquisition-related intangible assets (d)

 

0.02

 

 

 

0.02

 

Other charges (e)

 

0.01

 

 

 

0.01

 

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

 

$

0.15

 

$

(0.01

)

$

(0.01

)

$

0.13

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding:

 

166.7

 

165.1

 

165.1

 

166.7

 

 



 


(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.

 

(c)         Reported results in the three month periods ended March 31, 2012 and 2011 include charges for the sale of inventories revalued at the date of acquisition as well as charges to cost of goods sold related to certain restructuring programs.

 

(d)         Reported results in the three month periods ended March 31, 2012 and 2011 include non-cash charges for the amortization of acquisition-related intangible assets.

 

(e)          Reported results in the three month periods ended March 31, 2012 and 2011 include certain fees associated with legal compliance and examinations, acquisition-related costs and other costs associated with the restructuring and relocation of certain operations.

 

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.

 



 

Bruker Corporation

CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)

 

 

 

March 31,

 

December 31,

 

(in millions)

 

2012

 

2011

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash, cash equivalents and restricted cash

 

$

233.1

 

$

248.2

 

Accounts receivable, net

 

261.8

 

282.8

 

Inventories

 

648.0

 

576.2

 

Other current assets

 

102.5

 

86.9

 

Total current assets

 

1,245.4

 

1,194.1

 

 

 

 

 

 

 

Property, plant and equipment, net

 

261.8

 

249.0

 

Intangible and other long-term assets

 

290.1

 

267.4

 

 

 

 

 

 

 

Total assets

 

$

1,797.3

 

$

1,710.5

 

 

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings, including current portion of long-term debt

 

$

76.3

 

$

83.7

 

Accounts payable

 

87.0

 

72.3

 

Customer advances

 

300.2

 

268.6

 

Other current liabilities

 

308.0

 

331.2

 

Total current liabilities

 

771.5

 

755.8

 

 

 

 

 

 

 

Long-term debt

 

243.3

 

219.4

 

Other long-term liabilities

 

120.4

 

110.4

 

 

 

 

 

 

 

Total shareholders’ equity

 

662.1

 

624.9

 

 

 

 

 

 

 

Total liabilities and shareholders’ equity

 

$

1,797.3

 

$

1,710.5

 

 

FOR FURTHER INFORMATION:

Stacey Desrochers, Director of Investor Relations

 

Tel: +1 (978) 663-3660, ext. 1115

 

Email: stacey.desrochers@bruker.com