Bruker BioSciences Corporation Reports Second Quarter Results for Bruker Daltonics Inc. and Bruker AXS Inc.Business Editors/Health/Medical Writers BILLERICA Billerica (bĭlrĭ`kə), town (1990 pop. 37,609), Middlesex co., NE Mass., on the Concord River; settled 1637, inc. 1655. An important high-tech center, its manufactures include computer hardware and software, precision instruments, and , Mass.--(BUSINESS WIRE)--Aug. 6, 2003 In First Half of 2003, Pro Forma As a matter of form or for the sake of form. Used to describe accounting, financial, and other statements or conclusions based upon assumed or anticipated facts. The phrase pro forma Combined Bruker Bruker originally started as a German company specialized in nuclear magnetic resonance (NMR), but has evolved into an international company with products covering a gamut of biological, chemical and medical fields. There are two companies that carry the Bruker brand. BioSciences Revenue Grows to $123.9 Million and EBITDA (Earnings Before Interest, Taxes, Depreciation and Amortization) A metric used to show a company's profitability, but not its cash flow. EBITDA became popular in the 1980s to show the potential profitability of leveraged buyouts, but has become , Excluding Merger Related Costs, Grows to $9.8 Million Bruker BioSciences Corporation Bruker Biosciences Corporation is a Massachusetts-based company formed in 2003 which develops and manufactures scientific instrumentation for academic research and industrial use. (NASDAQ NASDAQ in full National Association of Securities Dealers Automated Quotations U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on : BRKR BRKR Breaker ) today reported the financial results for Bruker Daltonics Bruker Daltonics is a global scientific instrument manufacturer. The company is a part of Bruker Biosciences Corporation (Nasdaq:BRKR) and specializes in mass spectrometry. The Bruker Daltonics headquarters are in Billerica, MA - USA and Bremen, Germany. Inc. and Bruker AXS Bruker AXS is an international instrument manufacturer and supplier. The company is part of Bruker and specialized on Analytical X-Ray Systems. The main parts are the X-Ray diffraction and the X-Ray spectrometry. Inc. for the second quarter and for the six months ended June June: see month. 30, 2003. The merger of Bruker Daltonics and Bruker AXS to form Bruker BioSciences occurred on July July: see month. 1, 2003. Therefore, the financial results of Bruker Daltonics and Bruker AXS for the periods ended June 30, 2003 are shown separately. For informational purposes, this press release also includes pro forma combined historical restated income statements for Bruker BioSciences for the three and six months ended June 30, 2003. Bruker Daltonics Inc. Bruker Daltonics product revenues for the three months ended June 30, 2003 increased 23.2% to $34.4 million, exceeding consensus estimates, compared to $27.9 million for the three months ended June 30, 2002. Excluding favorable fa·vor·a·ble adj. 1. Advantageous; helpful: favorable winds. 2. Encouraging; propitious: a favorable diagnosis. 3. currency effects, second quarter 2003 product revenues increased 4.9% year-over-year. On a GAAP GAAP See: Generally Accepted Accounting Principles GAAP See generally accepted accounting principles (GAAP). basis, the net loss was $(0.2) million or $0.00 per diluted di·lute tr.v. di·lut·ed, di·lut·ing, di·lutes 1. To make thinner or less concentrated by adding a liquid such as water. 2. To lessen the force, strength, purity, or brilliance of, especially by admixture. share in the second quarter 2003, compared to a net loss of $(4.2) million or $(0.08) per diluted share in the second quarter 2002. In the second quarter, Bruker Daltonics reversed previously accrued ac·crue v. ac·crued, ac·cru·ing, ac·crues v.intr. 1. To come to one as a gain, addition, or increment: interest accruing in my savings account. 2. liquidated damages Monetary compensation for a loss, detriment, or injury to a person or a person's rights or property, awarded by a court judgment or by a contract stipulation regarding breach of contract. of $1.9 million arising from a contract with the U.K. Ministry of Defense, as the dispute giving rise to the accrual accrual, n continually recurring short-term liabilities. Examples are accrued wages, taxes, and interest. has been satisfactorily resolved. Bruker Daltonics incurred $0.5 million, after-tax af·ter-tax also af·ter·tax adj. Relating to or being that which remains after payment, especially of income taxes: after-tax profits. , of merger related costs in the second quarter 2003, while in the second quarter of 2002 it incurred $0.9 million, after-tax, of restructuring charges restructuring charge The expense of reorganizing a company's operations. A restructuring charge is an infrequent expense that generally results from asset writedowns or facility closings. and $4.4 million, after-tax, of investment write-downs. Adjusted net income, a non-GAAP financial measure which excludes merger related costs, restructuring charges, and investment write-downs, was $0.3 million or $0.01 per diluted share for the second quarter 2003, compared to adjusted net income of $1.1 million or $0.02 per diluted share for the second quarter 2002. Adjusted EBITDA was $3.9 million for the second quarter 2003, compared to $3.8 million in the second quarter 2002. Adjusted EBITDA is defined as GAAP operating income Operating Income The profit realized from a business' own operations. Notes: This would not include income from things such as investments in other firms. Also referred to as operating profit or recurring profit. (loss) excluding depreciation and amortization expense, merger related costs and restructuring charges. Bruker Daltonics product revenues for the six months ended June 30, 2003 increased 27.8% to $68.5 million, compared to $53.6 million for the six months ended June 30, 2002. Excluding favorable currency effects, year-to-date Year-to-date (YTD) The period beginning at the start of the calendar year up to the current date. product revenues increased 11.5% compared to the prior year. On a GAAP basis, the net loss was $(1.3) million or $(0.02) per diluted share in the first half of 2003, compared to a net loss of $(3.3) million or $(0.06) per diluted share in the first half of 2002. Bruker Daltonics incurred a total of $2.5 million, after-tax, of merger related costs during the first half of 2003, while in the first half of 2002 it incurred after-tax charges for restructuring restructuring - The transformation from one representation form to another at the same relative abstraction level, while preserving the subject system's external behaviour (functionality and semantics). and investment write-downs of $0.9 million and $4.4 million, respectively. Adjusted net income, a non-GAAP financial measure which excludes merger related costs, restructuring charges, and investment write-downs, was $1.1 million or $0.02 per diluted share for the first half of 2003, compared to adjusted net income of $2.1 million or $0.04 per diluted share for the first half of 2002. Adjusted EBITDA was $7.8 million for the first half of 2003, compared to $6.8 million in the first half of 2002, an increase of 14.2%. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense, merger related costs and restructuring charges. Bruker Daltonics cash and short-term Short-term Any investments with a maturity of one year or less. short-term 1. Of or relating to a gain or loss on the value of an asset that has been held less than a specified period of time. investments totaled $46.8 million as of June 30, 2003. John Hulburt, Chief Financial Officer of Bruker Daltonics, commented: "We are pleased with the continued growth of our revenue and of our adjusted EBITDA at Bruker Daltonics in the first half of 2003. The second quarter had its challenges in part due to delayed budgets and our customers' need to evaluate our many new life-science mass spectrometry mass spectrometry or mass spectroscopy Analytic technique by which chemical substances are identified by sorting gaseous ions by mass using electric and magnetic fields. products introduced in March 2003. However, activity has increased recently, and at the end of the second quarter, Bruker Daltonics had a healthy increase in backlog Backlog The total value of sales orders waiting to be fulfilled. Notes: This figure is used mainly in the manufacturing industry. Increases or decreases in a company's backlog indicate the future direction of sales and earnings. compared to the beginning of the quarter. During the second quarter of 2003, our gross margin was lower than it has been historically, primarily due to product mix and the strong Euro. In the second quarter, we have also made continued good progress in improving our net inventory days on hand." Bruker AXS Inc. Bruker AXS product revenues for the three months ended June 30, 2003 increased 10.2% to $26.5 million, within previous guidance, compared to $24.0 million for the three months ended June 30, 2002. Excluding favorable currency effects, second quarter 2003 product revenues decreased 3.3% year-over-year. On a GAAP basis, the net loss was $(2.0) million or $(0.03) per diluted share in the second quarter 2003, compared to net income of $0.6 million or $0.01 per diluted share in the second quarter 2002. Bruker AXS incurred $1.4 million, after-tax, of merger related costs in the second quarter 2003. The adjusted net loss, a non-GAAP financial measure which excludes merger related costs, was $(0.5) million or $(0.01) per diluted share for the second quarter 2003, compared to adjusted net income of $0.6 million or $0.01 per diluted share in the second quarter 2002. Adjusted EBITDA was $0.1 million for the second quarter 2003, compared to $0.3 million in the second quarter 2002. Adjusted EBITDA is defined as US GAAP operating income (loss) excluding depreciation and amortization expense and merger related costs. Bruker AXS product revenues for the six months ended June 30, 2003 increased 15.9% to $55.4 million, compared to $47.8 million for the six months ended June 30, 2002. Excluding favorable currency effects, year-to-date product revenues increased 1.4% compared to the prior year. On a GAAP basis, the net loss was $(2.7) million or $(0.05) per diluted share in the first half of 2003, compared to net income of $0.3 million or $0.01 per diluted share in the first half of 2002. Bruker AXS incurred a total of $2.7 million, after-tax, of merger related costs during the first half of 2003, while in the first half of 2002, it incurred a charge of $0.6 million, after-tax, from a cumulative effect of change in accounting principle for a non-cash goodwill impairment Impairment 1. A reduction in a company's stated capital. 2. The total capital that is less than the par value of the company's capital stock. Notes: 1. This is usually reduced because of poorly estimated losses or gains. 2. charge. Adjusted net income, a non-GAAP financial measure which excludes merger related costs and goodwill impairment, was breakeven breakeven 1. The level of output or sales necessary to cover fixed expenses. Companies in industries that have high fixed costs and, consequently, high breakevens, such as automobile and steel manufacturing, are likely to exhibit large fluctuations or $0.00 per diluted share for the first half of 2003, compared to adjusted net income of $0.9 million or $0.02 per diluted share for the first half of 2002. Adjusted EBITDA was $2.1 million for the first half of 2003, compared to $1.7 million in the first half of 2002, an increase of 18.6%. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense and merger related costs. Bruker AXS cash and cash equivalents totaled $48.1 million as of June 30, 2003. Martin Haase Haase may refer to:
Of or relating to a variable, such as housing starts, car sales, or the price of a certain stock, that is subject to regular or irregular up-and-down movements. nature of the business, and we noted continued weakness in our life science markets. Conversely con·verse 1 intr.v. con·versed, con·vers·ing, con·vers·es 1. To engage in a spoken exchange of thoughts, ideas, or feelings; talk. See Synonyms at speak. 2. , our x-ray X-ray Electromagnetic radiation of extremely short wavelength (100 nanometres to 0.001 nanometre) produced by the deceleration of charged particles or the transitions of electrons in atoms. elemental elemental emanating from or pertaining to elements. elemental diet see elemental diet. and process business experienced strong growth in the first half of 2003. Based on our plan to improve profitability, we focused on reducing our costs in all areas during the quarter. Furthermore, in the second quarter of 2003, Bruker AXS had robust increases in both new order bookings and backlog in the materials research and elemental and process businesses, compared to the first quarter of 2003, increasing our overall backlog. Our recent strategic alliance agreement with Discovery Partners International represents a significant new sales opportunity and will help us strengthen our life science business." Bruker BioSciences Corporation For informational purposes, this press release also includes pro forma combined historical restated income statements for Bruker BioSciences for the periods ended June 30, 2003 and 2002. Bruker BioSciences pro forma product revenues for the three months ended June 30, 2003 increased 17.2% to $60.9 million, compared to $52.0 million for the three months ended June 30, 2002. Excluding favorable currency effects, second quarter 2003 pro forma product revenues increased 1.1% year-over-year. The pro forma net loss was $(1.6) million or $(0.02) per diluted share in the second quarter 2003, compared to a pro forma net loss of $(3.8) million or $(0.04) per diluted share in the second quarter 2002. In the second quarter, Bruker Daltonics reversed previously accrued liquidated damages of $1.9 million arising from a contract with the U.K. Ministry of Defense, as the dispute giving rise to the accrual has been satisfactorily resolved. Bruker BioSciences incurred $2.0 million, after-tax, of merger related costs and $0.4 million, after-tax, from the minority interest in subsidiaries in the second quarter 2003. In the second quarter of 2002, Bruker BioSciences incurred $0.9 million, after-tax, of restructuring charges and $4.4 million, after-tax of investment write-downs. Adjusted net income, a non-GAAP financial measure which excludes merger related costs, minority interest in subsidiaries, restructuring charges and investment write-downs, was breakeven or $0.00 per diluted share for the second quarter 2003, compared to adjusted net income of $1.5 million or $0.02 per diluted share for the second quarter 2002. Adjusted EBITDA was $4.0 million for the second quarter 2003, compared to $4.1 million in the second quarter 2002. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense, merger related costs, and restructuring charges. Bruker BioSciences pro forma product revenues for the six months ended June 30, 2003 increased 22.2% to $123.9 million, compared to $101.4 million for the six months ended June 30, 2002. Excluding favorable currency effects, year-to-date pro forma product revenues increased 6.7% compared to the prior year. The pro forma net loss was $(3.2) million or $(0.04) per diluted share in the first half of 2003, compared to a pro forma net loss of $(3.0) million or $(0.04) per diluted share in the first half of 2002. Bruker BioSciences incurred a total of $5.2 million, after-tax, of merger related costs and $0.8 million, after-tax, from the minority interest in subsidiaries during the first half of 2003. In the first half of 2002, Bruker BioSciences incurred a benefit of $0.2 million, after tax, from the minority interest in subsidiaries, and after-tax charges of $0.9 million, $4.4 million, and $0.6 million for restructuring charges, investment write-downs, and goodwill impairment, respectively. Adjusted net income, a non-GAAP measure which excludes merger related costs, minority interest in subsidiaries, restructuring charges, investment write-downs and goodwill impairment, was $1.1 million or $0.01 per diluted share for the first half of 2003, compared to adjusted net income of $2.7 million or $0.03 per diluted share for the first half of 2002. Adjusted EBITDA was $9.8 million for the first half of 2003, compared to $8.5 million in the first half of 2002, an increase of 15.1%. Adjusted EBITDA is defined as GAAP operating income (loss) excluding depreciation and amortization expense, merger related costs, and restructuring charges. Bruker BioSciences pro forma cash and short-term investments totaled $94.9 million as of June 30, 2003. In July 2003, as part of the merger between Bruker Daltonics Inc. and Bruker AXS Inc., Bruker Daltonics paid $16.1 million of cash to Bruker AXS shareholders in exchange for 5.8 million Bruker AXS shares. Laura Francis Francis, French prince, duke of Alençon and Anjou Francis, 1554–84, French prince, duke of Alençon and Anjou; youngest son of King Henry II of France and Catherine de' Medici. , Chief Financial Officer of Bruker BioSciences and Bruker AXS, stated: "The Bruker BioSciences management team has already made significant progress on our post-merger integration efforts. We have eliminated many redundant Repetitive. See redundancy. public company costs, including personnel, insurance, legal and auditing fees. In addition, we are beginning to reduce our costs by streamlining processes in accounting, human resources The fancy word for "people." The human resources department within an organization, years ago known as the "personnel department," manages the administrative aspects of the employees. , information technology, and other support functions. We believe that we will begin to see some of the cost benefits of the merger in the second half of 2003, and even more in 2004. We remain cautious regarding our near-term near-term adj. Of, for, or involving a short period of time in the near future. financial outlook based on weakness in our x-ray life-science business, the anticipated third quarter product mix in mass spectrometry, and the impact of foreign exchange rates. Bruker BioSciences currently estimates that third quarter 2003 net sales Net Sales The amount a seller receives from the buyer after costs associated with the sale are deducted. Notes: This amount is calculated by subtracting the following items from gross sales: merchandise returned for credit, allowances for damaged or missing goods, freight will be in the range of $60 to $63 million, with net income, excluding unusual items, of $0.00 to $0.02 per share. We will provide guidance for the fourth quarter in our third quarter earnings release." Frank Laukien, President and Chief Executive Officer of Bruker BioSciences and Bruker Daltonics, added: "In the second quarter 2003, the economic climate for life-science tools was difficult. Nevertheless, we believe we have seen a bottoming out in the early second quarter, and anticipate further improvements in terms of available funding and customer activity. While we normally have a reasonable natural hedge against trans-Atlantic currency changes, the dramatic increase in the value of the Euro has presented some challenges for us. Fortunately, we had proactively pursued the recently closed merger which is expected to improve our future overall growth and cost structure. We have already identified significant cost improvements and are exploring additional cost saving opportunities as part of the merger." He continued: "The strong technology and product portfolios of Bruker AXS and Bruker Daltonics, as well as their growing worldwide distribution capabilities, should position each of our operating companies operating company A business that engages in transactions with outsiders. well to take advantage of market improvements. Moreover, we have begun to put in place processes and incentives for joint marketing and cross-selling Cross-selling is the term used to describe the sale of additional products or services to a customer. Less frequently it is used to describe the sale of services to additional business units at an account or to different geographic units of a customer. in order to generate incremental Additional or increased growth, bulk, quantity, number, or value; enlarged. Incremental cost is additional or increased cost of an item or service apart from its actual cost. revenues and profits from the merger. The merged Bruker BioSciences is a dynamic company of greater scale in our life-science and materials research tools industry, and we are committed to continue our top-line growth while putting particular emphasis on growing operating income, EBITDA and cash flow." USE OF NON-GAAP FINANCIAL MEASURES In addition to the financial measures prepared in accordance Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with generally accepted accounting principles The standard accounting rules, regulations, and procedures used by companies in maintaining their financial records. Generally accepted accounting principles (GAAP) provide companies and accountants with a consistent set of guidelines that cover both broad accounting (GAAP), we use the non-GAAP measures of adjusted net income, EPS (Encapsulated PostScript) A PostScript file format used to transfer a graphic image between applications and platforms. EPS files contain PostScript code as well as an optional preview image in TIFF, WMF, PICT or EPSI, the latter being an ASCII-only format. , and EBITDA. Adjusted net income and EPS exclude certain items including merger related costs, restructuring charges, minority interest in subsidiaries, investment write-downs, and goodwill impairment charges. We exclude these items because they are outside of our normal operations Generally and collectively, the broad functions that a combatant commander undertakes when assigned responsibility for a given geographic or functional area. Except as otherwise qualified in certain unified command plan paragraphs that relate to particular commands, "normal operations" of and, in certain cases, are difficult to forecast accurately for future periods. Adjusted EBITDA is defined as US GAAP operating income (loss) excluding depreciation and amortization expense, merger costs, and restructuring charges. We believe that the inclusion of such 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. However, the non-GAAP financial measures included in this press release are not meant to be considered superior to or as a substitute for 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 ac·com·pa·ny v. ac·com·pa·nied, ac·com·pa·ny·ing, ac·com·pa·nies v.tr. 1. To be or go with as a companion. 2. tables. EARNINGS CONFERENCE CALL Bruker BioSciences will host an operator-assisted earnings conference call at 10 a.m. Eastern Time on Thursday Thursday: see week. , August 7, 2003. 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 Canada (kăn`ədə), independent nation (2001 pop. 30,007,094), 3,851,787 sq mi (9,976,128 sq km), N North America. Canada occupies all of North America N of the United States (and E of Alaska) except for Greenland and the French islands of by calling 888-339-2688, or 617-847-3007 outside the US and Canada. Investors should refer to the Bruker BioSciences Second Quarter 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 75013918. ABOUT BRUKER BIOSCIENCES Bruker BioSciences Corporation, headquartered in Billerica, Massachusetts Billerica (IPA: [bɪl.'ɹɪ.kə]) is a town in Middlesex County, Massachusetts, United States. The population was 38,981 at the 2000 census. Its name is pronounced "bill-RICK-a", rather than rhyming with America. , is the publicly traded parent company of Bruker AXS Inc. and Bruker Daltonics Inc. Bruker AXS is a leading developer and provider of life science and advanced materials Advanced Materials is a leading peer-reviewed materials science journal published every two weeks. Advanced Materials includes Communications, Reviews, and Feature Articles from the cutting edge of materials science, including topics in chemistry, physics, research tools based on X-ray technology. Bruker Daltonics is a leading developer and provider of innovative life science tools based on mass spectrometry. 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 forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. as that term is defined in the Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and 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 relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the Company's reorganization The process of carrying out, through agreements and legal proceedings, a business plan for winding up the affairs of, or foreclosing a mortgage upon, the property of a corporation that has become insolvent. strategies, integration risks, failure of conditions, technological approaches, product development, market acceptance, cost and pricing of the Company's products, changes in governmental regulations, capital spending capital spending Spending for long-term assets such as factories, equipment, machinery, and buildings that permits the production of more goods and services in future years. and government funding policies, FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. and other regulatory reg·u·late tr.v. reg·u·lat·ed, reg·u·lat·ing, reg·u·lates 1. To control or direct according to rule, principle, or law. 2. approvals to the extent applicable, competition, the intellectual property of others, patent protection and litigation An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. . These and other factors are identified and described in more detail in our filings with the SEC, including, without limitation, our respective annual reports on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. for the year ended December December: see month. 31, 2002, our most recent quarterly reports on Form 10-Q Form 10-Q See 10-Q. , our current reports on Form 8-K Form 8-K The form required by the SEC when a publicly held company incurs any event that might affect its financial situation or the share value of its stock. Form 8-K See 8-K. and the joint proxy See proxy server. (networking) proxy - A process that accepts requests for some service and passes them on to the real server. A proxy may run on dedicated hardware or may be purely software. statement/prospectus filed in connection with the merger. We disclaim dis·claim v. dis·claimed, dis·claim·ing, dis·claims v.tr. 1. To deny or renounce any claim to or connection with; disown. 2. To deny the validity of; repudiate. 3. any intent or obligation to update these forward-looking statements. Condensed con·dense v. con·densed, con·dens·ing, con·dens·es v.tr. 1. To reduce the volume or compass of. 2. To make more concise; abridge or shorten. 3. Physics a. consolidated con·sol·i·date v. con·sol·i·dat·ed, con·sol·i·dat·ing, con·sol·i·dates v.tr. 1. To unite into one system or whole; combine: statements of operations, reconciliations, and balance sheets follow for Bruker Daltonics Inc. and Bruker AXS Inc. For informational purposes, pro forma combined historical restated income statements and reconciliations also follow for Bruker BioSciences Corporation.
Bruker Daltonics Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
Product revenues $34,413 $27,924 $68,473 $53,598
Other revenues 12 24 57 133
Net revenues 34,425 27,948 68,530 53,731
Costs and operating expenses:
Cost of product
revenues 18,328 14,043 35,162 26,118
Selling, general, and
administrative 10,216 7,635 19,764 15,491
Research and
development 6,564 5,120 12,868 9,624
Reversal of liability
accrual (1,929) (1,929)
Merger related costs 906 2,815
Special charges 710 710
Total operating
expenses 34,085 27,508 68,680 51,943
Operating income
(loss) 340 440 (150) 1,788
Interest and other expense, net (83) (4,569) (169) (4,350)
Income (loss) before income
taxes 257 (4,129) (319) (2,562)
Income tax expense 490 63 994 689
Net loss $(233) $(4,192) $(1,313) $(3,251)
Basic and diluted loss per
share $0.00 $(0.08) $(0.02) $(0.06)
Weighted average shares outstanding:
Basic and diluted 54,551 54,895 54,551 54,889
Bruker Daltonics Inc.
RECONCILIATION FROM GAAP NET LOSS TO ADJUSTED NET INCOME
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
GAAP net loss $(233) $(4,192) $(1,313) $(3,251)
Adjustments, net of tax:
Merger related costs 542 2,452
Restructuring charges 927 927
Investment write-down 4,386 4,386
Adjusted net income $309 $1,121 $1,139 $2,062
Adjusted EPS $0.01 $0.02 $0.02 $0.04
Bruker Daltonics Inc.
RECONCILIATION FROM GAAP NET LOSS TO ADJUSTED EBITDA
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
GAAP net loss $(233) $(4,192) $(1,313) $(3,251)
Adjustments:
Interest and other
expense, net 83 4,569 169 4,350
Income tax expense 490 63 994 689
Depreciation and
amortization 2,641 1,783 5,093 3,462
EBITDA 2,981 2,223 4,943 5,250
Merger related costs 906 2,815
Restructuring charges 1,545 1,545
Adjusted EBITDA $3,887 $3,768 $7,758 $6,795
Bruker Daltonics Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 31,
2003 2002
(Unaudited)
ASSETS
Current assets:
Cash and short-term investments $46,808 $46,911
Accounts receivable, net 27,863 27,182
Inventories 72,602 67,706
Other current assets 7,690 3,675
Total current assets 154,963 145,474
Property and equipment, net 55,244 52,543
Intangible and other assets 5,320 5,085
Total assets $215,527 $203,102
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $21,963 $15,357
Accounts payable 14,837 11,373
Other current liabilities 30,913 31,450
Total current liabilities 67,713 58,180
Long-term debt 8,488 8,038
Other long-term liabilities 10,037 10,506
Total shareholders' equity 129,289 126,378
Total liabilities and shareholders' equity $215,527 $203,102
Bruker AXS Inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
Product revenues $26,478 $24,035 $55,432 $47,831
Costs and operating expenses:
Cost of product
revenues 15,841 14,660 33,131 29,338
Selling, general,
and
administrative 8,671 7,072 17,085 13,338
Research and
development 3,181 2,802 5,725 4,915
Merger related costs 2,132 3,418
Total operating
expenses 29,825 24,534 59,359 47,591
Operating (loss)
income (3,347) (499) (3,927) 240
Interest and other income, net 300 1,510 504 1,275
(Loss) income before
income taxes, minority interest in
subsidiaries and cumulative
effect of change in accounting
principle (3,047) 1,011 (3,423) 1,515
Income tax (benefit) expense (1,051) 404 (687) 599
(Loss) income before minority
interest in subsidiaries and
cumulative effect of change in
accounting principle (1,996) 607 (2,736) 916
Minority interest in
subsidiaries (46) (1) (7) (2)
(Loss) income before cumulative
effect of change in accounting
principle (1,950) 608 (2,729) 918
Cumulative effect of change in
accounting principle, net of
taxes 617
Net (loss) income $(1,950) $608 $(2,729) $301
Basic and diluted earnings (loss) per share:
(Loss) income before
cumulative effect of change
in accounting principle,
net of taxes $(0.03) $0.01 $(0.05) $0.02
Cumulative effect of change
in accounting principle, net
of taxes (0.01)
Net (loss) income $(0.03) $0.01 $(0.05) $0.01
Weighted average shares outstanding:
Basic 55,723 56,180 55,723 56,105
Diluted 55,723 56,360 55,723 56,417
Bruker AXS Inc.
RECONCILIATION FROM GAAP NET (LOSS) INCOME TO ADJUSTED
NET (LOSS) INCOME
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
GAAP net loss $(1,950) $608 $(2,729) $301
Adjustments, net of tax:
Merger related costs 1,447 2,733
Cumulative effect (write-down
of goodwill) 617
Adjusted net (loss) income $(503) $608 $4 $918
Adjusted EPS $(0.01) $0.01 $0.00 $0.02
Bruker AXS Inc.
RECONCILIATION FROM GAAP NET (LOSS) INCOME TO ADJUSTED EBITDA
(in thousands)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
GAAP net (loss) income $(1,950) $608 $(2,729) $301
Adjustments:
Interest and other
income, net (300) (1,510) (504) (1,275)
Income tax (benefit)
expense (1,051) 404 (687) 599
Minority interest in
subsidiaries (46) (1) (7) (2)
Cumulative effect (write-
down of goodwill) 617
Depreciation and
amortization 1,323 800 2,579 1,506
EBITDA (2,024) 301 (1,348) 1,746
Merger related costs 2,132 3,418
Adjusted EBITDA $108 $301 $2,070 $1,746
Bruker AXS Inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
June 30, December 31,
2003 2002
(Unaudited)
ASSETS
Current assets:
Cash and short-term investments $48,054 $52,651
Accounts receivable, net 20,365 20,803
Inventories 35,159 34,130
Other current assets 5,239 3,505
Total current assets 108,817 111,089
Property and equipment, net 22,266 20,706
Intangible and other assets 7,354 7,256
Total assets $138,437 $139,051
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Short-term borrowings $2,614 $3,053
Accounts payable 11,372 11,073
Other current liabilities 24,096 24,587
Total current liabilities 38,082 38,713
Long-term debt 9,305 9,320
Other long-term liabilities 6,328 5,375
Minority interest in subsidiaries 124 80
Total shareholders' equity 84,598 85,563
Total liabilities and shareholders' equity $138,437 $139,051
Bruker BioSciences Corporation
PRO FORMA CONDENSED COMBINED HISTORICAL RESTATED
STATEMENTS OF OPERATIONS
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
Product revenues $60,891 $51,959 $123,905 $101,429
Other revenues 12 24 57 133
Net revenues 60,903 51,983 123,962 101,562
Costs and operating expenses:
Cost of product
revenues 34,169 28,703 68,293 55,456
Selling,
general, and
administrative 18,887 14,707 36,849 28,829
Research and
development 9,745 7,922 18,593 14,539
Reversal of liability
accrual (1,929) (1,929)
Merger related costs 3,038 6,233
Other special charges 710 710
Total operating
expenses 63,910 52,042 128,039 99,534
Operating (loss)
income (3,007) (59) (4,077) 2,028
Interest and other income
(expense), net 217 (3,060) 335 (3,075)
Loss before income
taxes, minority
interest in
subsidiaries and
cumulative effect of
change in accounting
principle (2,790) (3,119) (3,742) (1,047)
Income tax (benefit)
expense (560) 467 307 1,288
Loss before minority
interest in subsidiaries
and cumulative effect of
change in accounting
principle (2,230) (3,586) (4,049) (2,335)
Minority interest in
subsidiaries (651) 188 (854) 91
Loss before cumulative effect
of change in accounting
principle (1,579) (3,774) (3,195) (2,426)
Cumulative effect of change
in accounting principle,
net of taxes 617
Net loss $(1,579) $(3,774) $(3,195) $(3,043)
Basic and diluted loss per share:
Loss before cumulative
effect of change in
accounting principle,
net of taxes $(0.02) $(0.04) $(0.04) $(0.03)
Cumulative effect of
change in accounting
principle, net of taxes (0.01)
Net loss $(0.02) $(0.04) $(0.04) $(0.04)
Weighted average shares outstanding:
Basic and diluted 86,001 86,345 86,001 86,293
Bruker BioSciences Corporation
PRO FORMA RECONCILIATION FROM COMBINED HISTORICAL RESTATED GAAP NET
LOSS TO ADJUSTED NET (LOSS) INCOME
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
GAAP net loss $(1,579) $(3,774) $(3,195) $(3,043)
Adjustments, net of tax:
Merger related costs 1,989 5,185
Minority interest in
subsidiaries (448) (848) (192)
Restructuring charges 927 927
Investment write-down 4,386 4,386
Cumulative effect (write-
down of goodwill) 617
Adjusted net (loss) income $(38) $1,539 $1,142 $2,695
Adjusted EPS $0.00 $0.02 $0.01 $0.03
Bruker BioSciences Corporation
PRO FORMA RECONCILIATION FROM COMBINED HISTORICAL RESTATED GAAP
NET LOSS TO ADJUSTED EBITDA
(in thousands, except per share data)
Three Months Ended Six Months Ended
June 30, June 30,
2003 2002 2003 2002
(Unaudited) (Unaudited)
GAAP net loss $(1,579) $(3,774) $(3,195) $(3,043)
Adjustments:
Interest and other
(income) expense, net (217) 3,060 (335) 3,075
Income tax (benefit)
expense (560) 467 307 1,288
Minority interest in
subsidiaries (651) 188 (854) 91
Cumulative effect
(write-down of
goodwill) 617
Depreciation and
amortization 3,964 2,583 7,672 4,968
EBITDA 957 2,524 3,595 6,996
Merger related costs 3,038 6,233
Restructuring charges 1,545 1,545
Adjusted EBITDA $3,995 $4,069 $9,828 $8,541
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