Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2024 | May 08, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2024 | |
Document Transition Report | false | |
Securities Act File Number | 000-30833 | |
Entity Registrant Name | BRUKER CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3110160 | |
Entity Address, Address Line One | 40 Manning Road | |
Entity Address, City or Town | Billerica | |
Entity Address, Postal Zip Code | 01821 | |
Entity Address, State or Province | MA | |
City Area Code | 978 | |
Local Phone Number | 663-3660 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | BRKR | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock | |
Entity Common Stock, Shares Outstanding | 145,335,376 | |
Entity Central Index Key | 0001109354 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 340.1 | $ 488.3 |
Accounts receivable, net | 475.4 | 492 |
Inventories | 1,060.5 | 968.3 |
Other current assets | 264.4 | 215.6 |
Total current assets | 2,140.4 | 2,164.2 |
Property, plant and equipment, net | 586.1 | 599.7 |
Goodwill | 751.9 | 582.6 |
Intangible assets, net | 449.2 | 330.5 |
Operating lease assets | 105.1 | 91.7 |
Deferred tax assets | 280.1 | 297.2 |
Other long-term assets | 193.6 | 184 |
Total assets | 4,506.4 | 4,249.9 |
Current liabilities: | ||
Current portion of long-term debt | 21.2 | 121.2 |
Accounts payable | 199.1 | 202.7 |
Deferred revenue and customer advances | 485.2 | 400 |
Other current liabilities | 477 | 478.2 |
Total current liabilities | 1,182.5 | 1,202.1 |
Long-term debt | 1,357.3 | 1,160.3 |
Long-term deferred revenue and customer advances | 105.6 | 91.5 |
Deferred tax liabilities | 81.8 | 67.7 |
Operating lease liabilities | 85.7 | 74.8 |
Accrued pension | 76 | 76.6 |
Other long-term liabilities | 166.7 | 163.6 |
Total liabilities | 3,055.6 | 2,836.6 |
Commitments and contingencies (Note 16) | ||
Redeemable noncontrolling interests | 17.9 | 18.7 |
Shareholders' equity: | ||
Preferred stock, $0.01 par value 5,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Common stock, $0.01 par value 260,000,000 shares authorized, 176,113,521 and 175,943,705 shares issued and 145,334,642 and 145,164,826 shares outstanding at March 31, 2024 and December 31, 2023, respectively. | 1.7 | 1.7 |
Treasury stock, at cost, 30,778,879 shares at March 31, 2024, and December 31, 2023, respectively | (1,237.2) | (1,237.2) |
Additional paid-in capital | 291.1 | 282.9 |
Retained earnings | 2,367.4 | 2,323.8 |
Accumulated other comprehensive (loss) income, net of tax | (7.7) | 6 |
Total shareholders' equity attributable to Bruker Corporation | 1,415.3 | 1,377.2 |
Noncontrolling interests in consolidated subsidiaries | 17.6 | 17.4 |
Total shareholders' equity | 1,432.9 | 1,394.6 |
Total liabilities, redeemable noncontrolling interests and shareholders' equity | $ 4,506.4 | $ 4,249.9 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 260,000,000 | 260,000,000 |
Common stock, shares issued | 176,113,521 | 175,943,705 |
Common stock, shares outstanding | 145,334,642 | 145,164,826 |
Treasury stock, shares | 30,778,879 | 30,778,879 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Total revenue | $ 721.7 | $ 685.3 |
Total cost of revenue | 368.9 | 325.6 |
Gross profit | 352.8 | 359.7 |
Operating expenses: | ||
Selling, general and administrative | 195.3 | 162.7 |
Research and development | 81.8 | 69 |
Other charges, net | 10.9 | 5.3 |
Total operating expenses | 288 | 237 |
Operating income | 64.8 | 122.7 |
Interest and other income (expense), net | 6.8 | (16.1) |
Income before income taxes, equity in income of unconsolidated investees, net of tax, and noncontrolling interests in consolidated subsidiaries | 71.6 | 106.6 |
Income tax provision | 19.8 | 29.9 |
Equity in income of unconsolidated investees, net of tax | 0.2 | 0.7 |
Net income | 52 | 77.4 |
Net income attributable to noncontrolling interests in consolidated subsidiaries | 1.1 | 0.9 |
Net income attributable to Bruker Corporation | $ 50.9 | $ 76.5 |
Net income per common share attributable to Bruker Corporation shareholders: | ||
Basic | $ 0.35 | $ 0.52 |
Diluted | $ 0.35 | $ 0.52 |
Weighted average common shares outstanding: | ||
Basic | 145.2 | 146.8 |
Diluted | 145.9 | 147.6 |
Product | ||
Total revenue | $ 586.9 | $ 567.1 |
Total cost of revenue | 291.7 | 257.2 |
Other | ||
Total revenue | 134.8 | 118.2 |
Total cost of revenue | $ 77.2 | $ 68.4 |
UNAUDITED CONSOLIDATED STATEMEN
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 52 | $ 77.4 |
Other comprehensive (loss) income: | ||
Foreign currency translation adjustments, net of tax expense (benefit) of $2.2 and ($1.4) respectively) | (77.2) | 25.8 |
Derivatives designated as hedging instruments net of tax expense (benefit) of ($19.1), and $3.4 respectively) | 62.1 | (10.7) |
Pension and other postretirement benefit liability adjustments net of tax expense of $0.1, and $0.5 respectively | 0.6 | 0.1 |
Total other comprehensive (loss) income | (14.5) | 15.2 |
Total Comprehensive income | 37.5 | 92.6 |
Less: Comprehensive income attributable to noncontrolling interests | 1.1 | 1.3 |
Less: Comprehensive loss attributable to redeemable noncontrolling interests | (0.8) | 0 |
Total Comprehensive income attributable to Bruker Corporation | $ 37.2 | $ 91.3 |
UNAUDITED CONSOLIDATED STATEM_2
UNAUDITED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation adjustments, Tax | $ 2.2 | $ (1.4) |
Derivatives designated as hedging instruments net of tax | (19.1) | 3.4 |
Pension and other postretirement benefit liability adjustments, net of tax expense | $ 0.1 | $ 0.5 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTERESTS AND SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total | Redeemable Noncontrolling Interests | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive (loss) Income, net of tax | Total Shareholders' Equity Attributable to Bruker Corporation | Noncontrolling Interests in Consolidated Subsidiaries |
Balance at beginning of period at Dec. 31, 2022 | $ 1,125.7 | $ 6.1 | $ 1.7 | $ (1,085) | $ 256.3 | $ 1,926 | $ 14.8 | $ 1,113.8 | $ 11.9 |
Balance (in shares) at Dec. 31, 2022 | 147,023,144 | 28,366,442 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock options exercised | 0.7 | 0.7 | 0.7 | ||||||
Stock options exercised (in shares) | 34,957 | ||||||||
Restricted Stock units vested | (0.1) | (0.1) | (0.1) | ||||||
Restricted Stock units vested (in shares) | 18,463 | ||||||||
Stock based compensation | 4.1 | 4.1 | 4.1 | ||||||
Employee stock purchase plan | 0.2 | 0.2 | 0.2 | ||||||
Shares Repurchased | (22.3) | $ (22.2) | (0.1) | (22.3) | |||||
Shares Repurchased (in shares) | (315,318) | 315,318 | |||||||
Cash dividends declared and paid to common shareholders | (7.4) | (7.4) | (7.4) | ||||||
Biognosys acquisition - other shareholders | 2.3 | ||||||||
Other shareholders of majority-owned acquisitions | 3.6 | ||||||||
Proceeds from the sale of noncontrolling interests | 5.3 | 5.3 | |||||||
Consolidated net (loss) income | 77.5 | (0.1) | 76.5 | 76.5 | 1 | ||||
Other comprehensive income | 15.1 | 0.1 | 14.8 | 14.8 | 0.3 | ||||
Balance at end of period at Mar. 31, 2023 | 1,198.8 | 12 | $ 1.7 | $ (1,107.2) | 261.1 | 1,995.1 | 29.6 | 1,180.3 | 18.5 |
Balance (in shares) at Mar. 31, 2023 | 146,761,246 | 28,681,760 | |||||||
Balance at beginning of period at Dec. 31, 2023 | 1,394.6 | 18.7 | $ 1.7 | $ (1,237.2) | 282.9 | 2,323.8 | 6 | 1,377.2 | 17.4 |
Balance (in shares) at Dec. 31, 2023 | 145,164,826 | 30,778,879 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock options exercised | 3.4 | 3.4 | 3.4 | ||||||
Stock options exercised (in shares) | 146,765 | ||||||||
Restricted Stock units vested (in shares) | 23,051 | ||||||||
Stock based compensation | 4.6 | 4.6 | 4.6 | ||||||
Employee stock purchase plan | 0.2 | 0.2 | 0.2 | ||||||
Cash dividends declared and paid to common shareholders | (7.3) | (7.3) | (7.3) | ||||||
Loans to noncontrolling interest | (0.9) | (0.9) | |||||||
Consolidated net (loss) income | 52.3 | (0.3) | 50.9 | 50.9 | 1.4 | ||||
Other comprehensive income | (13.7) | (0.5) | (13.7) | (14) | (0.3) | ||||
Balance at end of period at Mar. 31, 2024 | $ 1,432.9 | $ 17.9 | $ 1.7 | $ (1,237.2) | $ 291.1 | $ 2,367.4 | $ (7.7) | $ 1,415.3 | $ 17.6 |
Balance (in shares) at Mar. 31, 2024 | 145,334,642 | 30,778,879 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Statement of Stockholders' Equity [Abstract] | ||
Cash dividends (per share) | $ 0.05 | $ 0.05 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS SFr in Millions, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Cash flows from operating activities: | ||
Net income | $ 52 | $ 77.4 |
Adjustments to reconcile net income to cash flows from operating activities: | ||
Depreciation and amortization | 34.7 | 25.1 |
Stock-based compensation expense | 5.3 | 6.5 |
Deferred income taxes | (2.1) | 1.2 |
Impairment of minority investments and other long-lived assets | 1.4 | 6.9 |
Gain on sale of property, plant and equipment | 0 | (9.8) |
Other non-cash expenses, net | (6.1) | 5 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||
Accounts receivable | 15.6 | 8.3 |
Inventories | (64.8) | (55) |
Accounts payable and accrued expenses | (3.7) | 13.1 |
Income taxes payable, net | (11.9) | (5.8) |
Deferred revenue and customer advances | 31.7 | 34.8 |
Other changes in operating assets and liabilities, net | (30.3) | (20.2) |
Net cash provided by operating activities | 21.8 | 87.5 |
Cash flows from investing activities: | ||
Purchases of property, plant and equipment | (21.4) | (25) |
Cash paid for minority investments | (10) | (8.2) |
Cash paid for acquisitions, net of cash acquired | (274.5) | (88.1) |
Proceeds from sales of property, plant and equipment | 0.5 | 10.7 |
Net proceeds from cross-currency swap agreements | 1.2 | 2.4 |
Net cash used in investing activities | (304.2) | (108.2) |
Cash flows from financing activities: | ||
Repayments of revolving line of credit | (0.5) | 0 |
Proceeds from revolving line of credit | 268.9 | 0 |
Repayment of long-term debt | (3.4) | (2.1) |
Repayment of 2012 Note Purchase Agreement | (100) | 0 |
Repayment of 2019 Term Note Agreement | (3.8) | (3.8) |
Payment of deferred financing costs | (4.7) | 0 |
Proceeds from issuance of common stock, net | 3.4 | 0.7 |
Payment of contingent consideration | 0 | (1) |
Payment of dividends to common shareholders | (7.3) | (7.4) |
Repurchase of common stock | 0 | (22.4) |
Proceeds from (payment for) the sale (purchase) of noncontrolling interests | (0.9) | 5.3 |
Net cash provided by (used in) financing activities | 151.7 | (30.7) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (17.6) | 4.1 |
Net change in cash, cash equivalents and restricted cash | (148.3) | (47.3) |
Cash, cash equivalents and restricted cash at beginning of period | 491.6 | 648.7 |
Cash, cash equivalents and restricted cash at end of period | 343.3 | 601.4 |
Supplemental disclosure of cash flow information: | ||
Restricted cash period beginning balance | 3.3 | 3.2 |
Restricted cash period ending balance | $ 3.2 | $ 3.5 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 50.9 | $ 76.5 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | 1. Description of Business Bruker Corporation, together with its consolidated subsidiaries (Bruker or the Company), develops, manufactures and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular and cellular levels. Many of the Company’s products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. The Company’s products address the rapidly evolving needs of a diverse array of customers in life science research, pharmaceuticals, biotechnology, applied markets, cell biology, clinical research, microbiology, in-vitro diagnostics, nanotechnology and materials science research. The Company has four reportable segments, Bruker Scientific Instruments (BSI) BioSpin, BSI CALID (Chemicals, Applied Markets, Life Science, In Vitro Diagnostics, Detection), BSI NANO and Bruker Energy & Supercon Technologies (BEST). BSI BioSpin Segment designs, manufactures and distributes enabling life science tools based on magnetic resonance technology. BSI BioSpin Segment’s revenues are generated by academic and government research customers, pharmaceutical and biotechnology companies and nonprofit laboratories, as well as chemical, food and beverage, clinical and other industrial companies. BSI CALID Segment designs, manufactures and distributes life science mass spectrometry, applied mass spectrometry and ion mobility spectrometry solutions, analytical and process analysis instruments and solutions based on infrared and Raman molecular spectroscopy technologies and radiological/nuclear detectors for Chemical, Biological, Radiological, Nuclear and Explosive (CBRNE) detection. Customers of the BSI CALID Segment include academic institutions and medical schools; pharmaceutical, biotechnology and diagnostics companies; contract research organizations; nonprofit and for-profit forensics laboratories; agriculture, food and beverage safety laboratories; environmental and clinical microbiology laboratories; hospitals and government departments and agencies. BSI NANO Segment designs, manufactures and distributes advanced X-ray instruments; atomic force microscopy instrumentation; advanced fluorescence optical microscopy instruments; analytical tools for electron microscopes and X-ray metrology; defect-detection equipment for semiconductor process control; handheld, portable and mobile X-ray fluorescence spectrometry instruments; spark optical emission spectroscopy systems; chip cytometry products and services for targeted spatial proteomics, multi-omic services; optofluidic and proteomic barcoding platforms; and products and services for spatial genomics research. Customers of the BSI NANO Segment include academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies and other businesses involved in materials research and life science research analysis. BEST Segment develops and manufactures superconducting and non-superconducting materials and devices for use in renewable energy, energy infrastructure, healthcare and “big science” research. The segment focuses on metallic low temperature superconductors for use in magnetic resonance imaging, nuclear magnetic resonance, fusion energy research and other applications. The unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of March 31, 2024 and December 31, 2023, and for the three months ended March 31, 2024 and 2023, have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, the financial information presented herein does not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year. At March 31, 2024, the Company’s significant accounting policies, which are detailed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, have not changed. Risks and Uncertainties The Company is subject to the same risks and uncertainties as disclosed in its Annual Report on Form 10-K filed with the SEC on February 29, 2024, however, as of January 1, 2024, the Company is subject to new risks related to its self-funded health insurance. Effective January 1, 2024, the Company is self-insured for health care claims for eligible participating U.S. employees subject to certain deductibles and limitations. The Company determines its liability for claims incurred but not reported for insurance liabilities on an actuarial basis. Since there are many estimates and assumptions involved in recording insurance liabilities, differences between actual future events and prior estimates and assumptions, could result in materially different amounts of expense and result in adjustments to these liabilities and materially different amounts of expense, which could harm our business and adversely affect our results of operations and financial condition. Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis the Company evaluates estimates, judgments and methodologies. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the global supply chain interruptions, higher energy costs and shortages, the global economy, including inflation and the threat of recession, and geopolitical instability will directly or indirectly impact future business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee cost related amounts, will depend on future developments that are highly uncertain, including as a result of new developments concerning global supply chain and various global conflicts. The Company has made estimates of the impact of these disruptions within the financial statements and there may be changes to those estimates in future periods. Actual results may differ from management’s estimates if these results differ from historical experience. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Standards Update and Change in Accounting Principle [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-09 – Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires enhanced income tax disclosures, including disaggregation of information in the rate reconciliation table and disaggregation of information related to income taxes paid as presented on the Cash Flow Statement. This guidance is effective for annual reporting periods beginning after December 15, 2024. The Company is evaluating the potential impact of ASU 2023-09 on the Company’s consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segments Disclosures (“ASU 2023-07”). The ASU expands public entities’ segment disclosures by requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”). These significant segment expenses are included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements under ASC 2023-07 are also required for public entities with a single reportable segment. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim periods after December 15, 2024. The Company is evaluating the potential impact of ASU 2023-07 on the Company’ s consolidated financial statements and related disclosures. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 3. Revenue The following table presents the Company’s revenue by Segment (in millions): Three Months Ended 2024 2023 Revenue by Segment: BSI BioSpin $ 182.8 $ 180.3 BSI CALID 227.9 236.7 BSI NANO 240.4 209.6 BEST 73.1 62.2 Eliminations (a) ( 2.5 ) ( 3.5 ) Total revenue $ 721.7 $ 685.3 (a) Represents corporate costs and eliminations not allocated to the reportable segments. Revenue for the Company recognized at a point in time versus over time is as follows (in millions): Three Months Ended 2024 2023 Revenue recognized at a point in time $ 608.5 $ 598.7 Revenue recognized over time 113.2 86.6 Total revenue $ 721.7 $ 685.3 The following table presents the Company’s revenue by End Customer Geography (in millions): Three Months Ended 2024 2023 Revenue by End Customer Geography: United States $ 194.8 $ 175.1 Germany 66.8 62.6 Rest of Europe 178.1 159.8 China 115.7 107.6 Rest of Asia Pacific 107.0 132.6 Other 59.3 47.6 Total revenue $ 721.7 $ 685.3 Remaining Performance Obligations Remaining performance obligations represent the aggregate transaction price allocated to a promise to transfer a good or service that is fully or partially unsatisfied at the end of the period. As of March 31, 2024, remaining performance obligations were approximately $ 2,306.3 million. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, note receivables and unbilled receivables (contract assets) and deferred revenue, customer deposits and billings in excess of revenue recognized (contract liabilities) on the Company’s unaudited condensed consolidated balance sheets. Contract assets— Most of the Company’s long-term contracts are billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones. Billing often occurs subsequent to revenue recognition, resulting in contract assets. Contract assets are classified as either other current assets or other long-term assets in the unaudited condensed consolidated balance sheets. The balance of contract assets as of March 31, 2024 and December 31, 2023 was $ 92.5 million and $ 85.8 million, respectively. Contract liabilities— The Company often receives cash payments from customers in advance of the Company’s performance, resulting in contract liabilities. These contract liabilities are classified as either current or long-term in the unaudited condensed consolidated balance sheets based on the timing of when revenue recognition is expected. As of March 31, 2024 and December 31, 2023, the contract liabilities were $ 590.8 million and $ 491.4 million, respectively. The increase in the contract liability balance during the three months ended March 31, 2024 is primarily the result of new cash payments received, which was offset in part by satisfying performance obligations. Approximately $ 130.4 million of the contract liability balance on December 31, 2023 was recognized as revenue during the three months ended March 31, 2024. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories consisted of the following (in millions): March 31, December 31, Raw materials $ 393.1 $ 371.2 Work-in-process 360.6 314.9 Finished goods 204.2 183.9 Demonstration units 102.6 98.3 Total Inventories $ 1,060.5 $ 968.3 Finished goods include in-transit systems shipped to the Company’s customers for which control has not passed to the customers. As of March 31, 2024 and December 31, 2023, the value of finished goods inventory-in-transit was $ 57.6 million and $ 48.6 million, respectively. |
Other Current Assets
Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Other Assets [Abstract] | |
Other Current Assets | 5. Other Current Assets Other current assets consisted of the following (in millions): March 31, December 31, Unbilled and notes receivable $ 90.8 $ 83.9 Income and other taxes receivable 70.0 45.9 Prepaid expenses 33.5 26.7 Deposits with vendors 28.8 28.8 Derivative asset 11.8 1.6 Interest rate cross-currency swap agreements 12.8 12.0 Other assets 16.7 16.7 Other current assets $ 264.4 $ 215.6 |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2024 | |
Business Combinations [Abstract] | |
Acquisitions | 6. Acquisitions The Company does not expect the amounts allocated to goodwill to be deductible for tax purposes. 2024 In the three months ending March 31, 2024, the Company completed various acquisitions that collectively complemented its existing product offerings of the Company’s existing businesses. The following table reflects the consideration transferred and the respective reportable segment for certain of the 2024 acquisitions (in millions): Chemspeed Technologies AG Spectral Instruments Imaging LLC Nion, LLC Other Total Segment BSI BBIO BSI BBIO BSI NANO Various Consideration Transferred: Cash paid $ 175.4 $ 29.0 $ 37.4 $ 39.8 $ 281.6 Cash acquired ( 0.6 ) ( 1.5 ) ( 5.0 ) ( 1.1 ) ( 8.2 ) Fair value of contingent consideration — 0.9 10.5 2.0 13.4 Working capital adjustment — 0.9 ( 0.3 ) 1.2 1.8 Total consideration transferred, net of cash acquired $ 174.8 $ 29.3 $ 42.6 $ 41.9 $ 288.6 Allocation of Consideration Transferred: Accounts receivable $ 6.1 $ 1.5 $ 0.3 $ 1.1 $ 9.0 Inventories 34.4 3.4 23.2 2.8 63.8 Other current assets 1.4 — — 1.1 2.5 Property, plant and equipment 1.8 — 0.5 0.4 2.7 Other assets 17.3 0.9 2.2 6.7 27.1 Intangible assets: Technology 29.7 9.0 9.2 15.4 63.3 Customer relationships 54.5 2.5 2.6 0.6 60.2 Backlog 8.4 — 4.9 — 13.3 Trade name 4.9 0.3 1.1 0.8 7.1 Goodwill 118.7 14.1 27.1 23.2 183.1 Liabilities assumed ( 102.4 ) ( 2.4 ) ( 28.5 ) ( 10.2 ) ( 143.5 ) Total consideration allocated $ 174.8 $ 29.3 $ 42.6 $ 41.9 $ 288.6 Chemspeed Technologies, AG On March 6, 2024, the Company acquired 100 % of the outstanding share capital of Chemspeed Technologies AG and its wholly owned subsidiaries Chemspeed Technologies, Inc., Chemspeed Technologies, Ltd., and Chemspeed Technologies, GmbH, (collectively hereinafter “Chemspeed”) for cash consideration of $ 154.7 million CHF (approximately $ 175.4 million). Chemspeed provides automated laboratory research and development and quality control workflow solutions in a wide range of chemical research fields. Chemspeed is domiciled in Füllinsdorf, Switzerland and was integrated into the BSI BBIO Segment. The Company has recorded the provisional determination of the fair value of the identifiable assets acquired and liabilities assumed based on the information available to us as of the time of the issuance of these financial statements. Accordingly, the values recognized are subject to change until the Company finalizes the allocation of the consideration transferred during the measurement period, which is no later than one year from acquisition date. The final determination may result in asset and liability values that are different than the preliminary estimates. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired is ten years for the trade name, eight years for the developed technology and fifteen years for the customer relationships. The Company expects to amortize backlog through the end of 2025. Results of acquired operations of Chemspeed The results of the acquired operations of Chemspeed have been included in the consolidated financial statements of the Company since its acquisition date of March 6, 2024. For the period from March 6, 2024 through March 31, 2024, Chemspeed had total revenues of $ 4.1 million and pre-tax net loss of $ 0.7 million. The tax effect on the Company of pre-tax net losses incurred by Chemspeed will be included in the related jurisdictional tax returns of its subsidiaries. Acquisition-related expenses incurred in connection with the Chemspeed acquisition were not material. These expenses primarily include legal and professional services. These acquisition-related expenses were recorded within Other Charges, Net in the consolidated statement of operations. Supplemental Pro Forma Information (unaudited) The supplemental pro forma financial information presented below is for illustrative purposes only and does not include the pro forma adjustments that would be required under Article 11 of Regulation S-X for pro forma financial information. The following supplemental pro forma financial information, is not necessarily indicative of the financial position or results of operations that would have been realized if the Company's combination with Chemspeed had been completed on January 1, 2023 and January 1, 2024, does not reflect synergies that might have been achieved as a result of the combination, and is not indicative of future operating results or financial position. The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. March 31, 2023 March 31, 2024 Before Adjustments Pro forma After Adjustments Before Adjustments Pro forma After Adjustments Revenue $ 690.3 $ — $ 690.3 $ 722.9 $ — $ 722.9 Net (loss) income $ 74.4 $ ( 3.0 ) $ 71.4 $ 47.0 $ ( 1.1 ) $ 45.9 The supplemental pro forma financial information reflects pro forma adjustments which primarily include: • A net increase in amortization expense of tangible and intangible assets which are assumed to be recorded at their assigned fair values as of January 1, 2023. • The related income tax effects of the adjustments noted above were not material. Spectral Instruments Imaging, LLC On February 1, 2024, the Company acquired 100 % of the outstanding share capital of Spectral Instruments Imaging, LLC (“Spectral”) for cash consideration of $ 29.0 million, subject to a net working capital adjustment, and additional consideration of up to $ 10 million if certain revenue and EBITDA targets are met through 2025. Spectral manufactures preclinical optical systems for bioluminescent, fluorescent and x-ray imaging to fit the workflows of animal scientists. Spectral is domiciled in Tucson, Arizona and was integrated into the BSI BBIO Segment. The Company completed its provisional fair value allocation subject to the final net working capital adjustment. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired is six years for the technology and fourteen years for the customer relationships. The fair value of the trade name was n ot material and was expensed in full in the three months ended March 31, 2024. For the period from the date of acquisition through March 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material. Additional pro forma information combining the results of operations of the Company and this acquisition have not been included as the revenues and expenses were not material. Nion, LLC On January 2, 2024, the Company acquired 100 % of the outstanding share capital of Nion, LLC (“Nion”) for cash consideration of $ 37.4 million, subject to a net working capital adjustment and additional consideration of up to $ 23.0 million if certain revenue and non-revenue milestones are achieved through 2026. A portion of the contingent consideration is linked to the continued employment of selected employees which represents post combination services. As such, these amounts will be recognized as compensation expense in the consolidated statement of operations over the service period. Nion designs and manufacturers high-end electron-optical instruments with diverse application to the needs of its customers. Nion is domiciled in Kirkland, Washington and was integrated into the BSI NANO Segment. The Company completed its provisional fair value allocation subject to the final net working capital adjustment. The fair value of the identifiable intangible assets has been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisition, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired is seven years for the technology and the trade name, and fifteen years for the customer relationships. Backlog will be amortized through the fourth quarter of 2027. For the period from the date of acquisition through March 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material. Additional pro forma information combining the results of operations of the Company and this acquisition have not been included as the revenues and expenses were not material. Other 2024 Acquisitions In the three months ended March 31, 2024, the Company acquired other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings. The Company completed its provisional fair value allocations of these other wholly owned acquisitions subject to the final net working capital adjustment for certain of these acquisitions. The fair values of these identifiable intangible assets have been estimated using the income approach through a discounted cash flow analysis. The cash flow analysis is based on the forecasts used by the Company to price the acquisitions, and the discount rates applied were benchmarked by referencing the implied rate of return of the Company’s pricing model and the weighted average cost of capital. The amortization period for the intangible assets acquired is seven to eleven years for the technology. The fair values of the trade name and customer relationships were not material and were expensed in full in the three months ended March 31, 2024. For the period from the date of acquisition through March 31, 2024, the revenues and results of operations included in the consolidated financial statements of the Company were not material. Additional pro forma information combining the results of operations of the Company and these acquisitions have not been included as the revenues and expenses were not material. The following table reflects the consideration transferred and the respective reporting segment for the acquisition (in millions): Name of Acquisition Date Acquired Segment Total Cash Phasefocus Holdings Limited March 1, 2024 BSI NANO $ 6.3 $ 6.4 Nanophoton Corporation February 5, 2024 BSI CALID $ 13.3 $ 10.8 Tornado Spectral Systems, Inc. January 1, 2024 BSI CALID $ 22.3 $ 22.6 $ 41.9 $ 39.8 2024 Minority and Equity-method investments During the three months ended March 31, 2024, the Company also completed a minority investment. The investment is accounted for under the alternative measurement, and as such, the investment value also represents the carrying value at March 31, 2024. The following table reflects the consideration transferred for the investments (in millions): Name Financial Date Acquired Total Cash Other Investments Other long-term assets February 22, 2024 $ 10.0 $ 10.0 $ 10.0 $ 10.0 In the three months ended March 31, 2024, the Company did not record any realized gains or unrealized gains related to its minority investments and did not recognize any impairment charges related to its minority investments. Subsequent Events - Acquisitions On April 30, 2024, the Company completed the acquisition of 100 % of the issued and outstanding securities of Tecfin S.à r.l. which does business as ELITechGroup (“ELITechGroup”) for a base purchase price of EUR 864 million (approximately $ 923 million) . ELITechGroup’s subsidiaries are active in the molecular diagnostics, microbiology and biomedical testing equipment fields. On May 6, 2024, the Company acquired for approximately $ 392.6 million in cash substantially all of the assets and rights associated with the business of NanoString Technology, Inc. (“NanoString”), and assumed certain of its liabilities, including the liabilities associated with the U.S. litigation related to NanoString’s GeoMx Digital Spatial Profiler products. In this matter, a jury verdict was previously entered in favor of plaintiffs, 10x Genomics, Inc. and Prognosys Biosciences, Inc. (the “Plaintiffs”) awarding approximately $ 31.6 million in damages. NanoString has filed post-trial motions asking the Court to overturn the jury’s verdict and/or amend the judgment. The Plaintiffs have asked the Court in their post-trial motions to enhance the damages award. The Court has not yet ruled on the post-trial motions. 2023 In the three months ended March 31, 2023, the Company completed the following acquisition that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the reportable segment for acquisition (in millions): Biognosys, AG Segment BSI CALID Consideration Transferred: Cash paid $ 73.6 Cash acquired ( 9.5 ) Holdback 0.2 Fair value of redeemable noncontrolling interest - other shareholders 2.5 Total consideration transferred $ 66.8 Allocation of Consideration Transferred: Accounts receivable $ 3.6 Inventories 0.4 Other current assets 0.9 Property, plant and equipment 8.0 Other assets 4.3 Intangible assets: Technology 10.2 Customer relationships 13.8 Backlog 0.8 Trade name 2.7 Goodwill 47.5 Liabilities assumed (a) ( 25.4 ) Total consideration allocated $ 66.8 Biognosys, AG On January 3, 2023, the Company acquired 97.15 % of the outstanding stock of Biognosys, AG (“Biognosys”), a privately held company, for cash consideration of CHF 75 million (approximately $ 80.1 million) less assumed liability for employee awards of CHF 5.9 million (approximately $ 6.3 million). Biognosys offers mass spectrometry based next-generation proteomics contract research services as well as proprietary proteomics software and laboratory consumables to support academic, pharma and biotech research and clinical development. Biognosys is domiciled in Zurich, Switzerland, and was integrated into the BSI CALID Segment. Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 2.85 % of Biognosys for cash to the founders at a contractually defined redemption value exercisable beginning in 2028. The option price to acquire the remaining 2.85 % equity interest will have a minimum redemption, or floor, value at each purchase or sell date, subject to post combination employment. The fair value at the acquisition date of these put option rights has been bifurcated into two financial instruments to separately account for the amounts attributable to the put option rights to sell the non-controlling interests on exercise dates at (1) in a value above the minimum redemption value and (2) the minimum redemption value or floor value that is subject to post combination employment (the hybrid instrument) services. The rights (embedded derivative) to the option shares can be sold at a minimum redemption value provided certain post combination employment services are met or at fair value, if above the floor, on the purchase or sell date. Therefore, the portion assigned to the minimum redemption value of option value of the hybrid instrument, which is tied to continued employment of the noncontrolling interest holders, was classified as a long-term liability on the consolidated balance sheet. The hybrid instrument was initially measured at fair value on the acquisition date and shall be accreted over the post combination service period. The acquisition date fair value of the hybrid instrument which is an embedded derivative was not material. The rights associated with the portion of the noncontrolling interest above the minimum redemption value are contingently redeemable at the option of the Company or the noncontrolling interest holders. As redemption of the rights is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of these rights in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The redeemable noncontrolling interest is initially measured at fair value on the acquisition date and subsequently at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on fair value as defined in the purchase agreement and its carrying amount adjusted for net (loss) income attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. The amortization period for the intangible assets acquired is seven years for the technology and nine years for the customer relationships. The trade name was determined to have an indefinite life. The Company expects to amortize backlog through the end of 2025. Other 2023 Acquisitions In the three months ended March 31, 2023, the Company acquired various other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for the acquisitions (in millions): Name of Acquisition Date Acquired Segment Total Cash Acquifer Imaging GmbH and Deltabyte GmbH January 4, 2023 BSI NANO $ 7.6 $ 7.6 Other majority owned acquisitions Various BSI CALID 19.1 12.2 $ 26.7 $ 19.8 2023 Minority and Equity-method investments During the three months ended March 31, 2023, the Company also completed minority investments that complemented the Company's existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for the investments (in millions): Name Acquisition / Financial Date Acquired Total Cash Other Investments Investment Other long-term assets Various $ 8.2 $ 8.2 $ 8.2 $ 8.2 In the three months ended March 31, 2023, the Company recognized $ 6.9 million of impairment charge in “Interest and other income (expense), net” in the consolidated statement of operations, to write-off the costs of certain minority investments. The Company did no t record any realized gains or unrealized gains related to its minority investments in the three months ended March 31, 2023. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill The following table sets forth the changes in the carrying amount of goodwill (in millions): Balance at December 31, 2023 $ 582.6 Current period additions/adjustments 183.1 Foreign currency effect ( 13.8 ) Balance at March 31, 2024 $ 751.9 Intangible Assets The following is a summary of intangible assets (in millions): March 31, 2024 December 31, 2023 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Existing technology and related patents $ 481.3 $ ( 252.7 ) $ 228.6 $ 428.3 $ ( 250.4 ) $ 177.9 Customer relationships 282.5 ( 97.7 ) $ 184.8 227.4 ( 93.5 ) 133.9 Trade names 34.8 ( 11.6 ) $ 23.2 28.4 ( 10.1 ) 18.3 Other 15.2 ( 2.6 ) $ 12.6 2.2 ( 1.8 ) 0.4 Intangible assets $ 813.8 $ ( 364.6 ) $ 449.2 $ 686.3 $ ( 355.8 ) $ 330.5 For the three months ended March 31, 2024, and 2023, the Company recorded amortization expense of $ 16.2 million and $ 10.7 million, respectively, related to intangible assets subject to amortization. On a quarterly basis, the Company reviews its goodwill and intangible assets to determine if there have been any triggering events that could indicate an impairment. There were no events noted for the three months ended March 31, 2024 or 2023. See Note 14, Other Charges, Net for discussion related to impairment of other long-lived assets in connection with the BCA restructuring plan. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt The Company’s debt obligations consist of the following (in millions): March 31, December 31, CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2027 $ — $ — CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2029 — — CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2031 — — CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2034 — — CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2036 — — CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2039 — — EUR notes (in U.S. Dollars) under the 2021 Note Purchase Agreement due 2031 161.8 165.8 CHF notes (in U.S. Dollars) under the 2019 Note Purchase Agreement due 2029 329.3 353.3 CHF notes (in U.S. Dollars) under the 2021 Note Purchase Agreement due 2031 332.6 356.9 CHF revolving loan (in U.S. Dollars) under the 2024 Revolving Credit Agreement 255.0 — U.S. Dollar notes under the 2019 Term Loan Agreement annual payments of $ 15.0 274.5 278.3 U.S. Dollar notes under the 2012 Note Purchase Agreement due 2024 — 100.0 Unamortized debt issuance costs ( 1.3 ) ( 1.3 ) Other loans 7.2 7.6 Total notes and loans outstanding 1,359.1 1,260.6 Finance lease obligations 19.4 20.9 Total debt 1,378.5 1,281.5 Current portion of long-term debt and finance lease obligations ( 21.2 ) ( 121.2 ) Total long-term debt, less current portion $ 1,357.3 $ 1,160.3 The following is a summary of the maximum commitments and the net amounts available to the Company under the 2024 Revolving Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at March 31, 2024 (in millions): Weighted Total Amount Outstanding Outstanding Total 2024 Amended and Restated Credit 0.89 % $ 900.0 $ 255.0 $ 0.3 $ 644.7 Bank guarantees and working capital line varies 150.1 — 150.1 — Total revolving lines of credit $ 1,050.1 $ 255.0 $ 150.4 $ 644.7 As of March 31, 2024, the Company was in compliance with the financial covenants of all debt agreements. As of March 31, 2024, the Company had several cross-currency and interest rate swap agreements with a notional value of $ 137.3 million of U.S. dollar to Swiss Franc and a notional value of $ 137.3 million of U.S. dollar to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments. These agreements qualify for hedge accounting and accordingly the changes in fair value of the derivative are recorded in other comprehensive income and remain in accumulated comprehensive (loss) income attributable to Bruker Corporation in shareholders’ equity until the sale or substantial liquidation of the foreign operation. The difference between the interest rate received and paid under the interest rate and cross-currency swap agreements is recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income. As a result of entering into these agreements, the Company lowered net interest expense by $ 4.2 million and $ 4.3 million during the three months ended March 31, 2024, and March 31, 2023. We anticipate these swap agreements will lower net interest expense in future years. The Company presents the cross-currency swap periodic settlements in investing activities and the interest rate swap periodic settlements in operating activities in the statement of cash flows. 2024 Term Loans On March 29, 2024, the Company, as borrower, entered into (i) a term loan agreement (the “Three- and Five-Year Term Loan Agreement”) with Bank of America, N.A., as administrative agent, BofA Securities, Inc., JPMorgan Chase Bank, N.A., TD Bank, N.A. and Wells Fargo Bank, N.A. acting as joint lead arrangers and joint bookrunners, the other agents party thereto and the other banks or other financial institutions or entities from time to time party thereto as lenders and (ii) a term loan agreement with Bank of America, N.A., as administrative agent, BofA Securities, Inc., acting as sole arranger and bookrunner (the “Seven-Year Term Loan Agreement” and together with the Three- and Five-Year Term Loan Agreement, the “Term Loan Agreements”), and the other banks or other financial institutions or entities from time to time party thereto as lenders. The Three- and Five-Year Term Loan Agreement provides for a (i) CHF 150 million three-year term loan facility and (ii) CHF 150 million five-year term loan facility. The Seven-Year Term Loan Agreement provides for a CHF 150 million seven-year term loan facility. Each term loan facility has a delayed draw component allowing for up to two borrowings under the relevant loan facility during the period from and including the effective date to the earlier of (i) September 30, 2024 and (ii) the date of termination of the commitments by the Administrative Agent during the continuance of an Event of Default as defined in the applicable Term Loan Agreement. The Company did not request any borrowings in connection with signing the Term Loan Agreements. Amounts outstanding under the Term Loan Agreements bear interest at a rate equal to (a) the Swiss Average Rate Overnight ( SARON ), plus a margin ranging from (i) 1.000 % to 1.500 % in the case of the three- and five-year term loan facilities and (ii) 1.250 % to 1.750 % in the case of the seven-year term loan facilities, in each case, based on the Company’s leverage ratio, provided, however, that if the loans are required to bear interest determined by reference to an Alternate Base Rate (“ABR Loans”), then such ABR Loans shall bear interest equal to (i) the federal funds effective rate plus ½ of 1% , (ii) the prime rate announced by Bank of America, N.A., and (iii) 1 %, plus a margin ranging from 0.100 % to 0.200 %, based on the Company’s leverage ratio. Loans under the Term Loan Agreements will be repayable in full at maturity, subject to scheduled quarterly amortization payments on (i) the three-year and five-year term loan facilities beginning in June 2024 and (ii) the seven-year term loan facility beginning in June 2026, and, in each case, may also be prepaid at the Company’s option in whole or in part without premium or penalty. The Term Loan Agreements contain representations and warranties, affirmative and negative covenants, and events of default, which the Company believes are usual and customary for an agreement of this type. The obligations under the Term Loan Agreements are unsecured and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries. The other terms of the Term Loan Agreements are substantially similar to the terms of the 2024 Revolving Credit Agreement, including representations and warranties, affirmative, negative and financial covenants, and events of default. On April 29, 2024, the Company b orrowed a total of CHF 300 million (approximately $ 330 million) consisting of the aggregate principal amounts of CHF 150 million (approximately $ 165 million) under the seven-year term loan facility and CHF 75 million (approximately $ 82 million) under each of the three-year and five-year term loan facilities. 2024 Note Purchase Agreement On February 1, 2024, and February 8, 2024, the Company entered into two note purchase agreements, referred to as the 2024 Note Purchase Agreements, with a group of accredited institutional investors. Pursuant to the 2024 Note Purchase Agreements, on April 15, 2024, the Company issued and sold CHF 431.0 million (approximately $ 472 million) of senior notes, referred to as the 2024 Senior Notes. Under the terms of the 2024 Note Purchase Agreements, interest on the 2024 Senior Notes is payable semi-annually on April 15 and October 15 of each year , commencing April 15, 2024, or October 15, 2024 . The 2024 Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s subsidiaries. On April 15, 2024, part of the proceeds received on the issuance of the 2024 Senior Notes were used to pay off CHF 230 million (approximately $ 252 million) of debt outstanding under the revolving credit facility. 2024 Amended and Restated Credit Agreement On January 18, 2024, the Company entered into the First Amendment to the 2019 Revolving Credit Agreement (the “Amended and Restated Credit Agreement” or “RCA”) to modify certain definitions within the agreement. The Amended and Restated Credit Agreement increased the aggregate principal amount from $ 600 million to $ 900 million and extended the maturity date to January 18, 2029, as may be further extended by the Company for the periods and on the terms set forth in the Amended and Restated Credit Agreement. In addition, the Amended and Restated Credit Agreement increased the uncommitted incremental facility whereby, under certain circumstances, the Company may, at its option, increase the amount of the revolving facility or incur term loans in an aggregate amount not to exceed $ 400 million. The RCA includes affirmative, negative and financial covenants and events of default customary for financings of this type. The negative covenants include, among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends, and transactions with affiliates. The financial covenants require the Company to maintain a maximum leverage ratio of 3.50 to 1.00 (the “Stated Leverage Ratio” or “SLR”) and a minimum interest coverage of 2:50 to 1.00. In accordance with the terms of the RCA, the Company can elect to increase the maximum leverage ratio to 4.00 to 1.00, the “Adjusted Leverage Ratio” or “ALR” provided that it shall (1) step down the ALR by 0.25 x after two full fiscal quarters following the date of a Material Acquisition, and (2) return to the otherwise SLR after four full fiscal quarters following the date of such Material Acquisition, provided, that the Company may not elect to increase the maximum leverage ratio to the ALR unless there shall be at least one full fiscal quarter immediately prior to such election during which the SLR is in effect. The events of default include, among others, payment defaults, defaults in the performance of affirmative and negative covenants, the inaccuracy of representations and warranties, bankruptcy and insolvency related events, certain ERISA events, material judgments, and the occurrence of a change of control. Proceeds of the Amended and Restated Credit Agreement may be used by the Company and its subsidiaries to finance working capital needs, refinance or reduce existing indebtedness and for general corporate purposes, including acquisitions. Following the quarter ended March 31, 2024, the Company borrowed additional amounts of approximately $ 804 million in aggregate under the revolving facility. On January 18, 2024, the Company paid off the $ 100 million of outstanding Series 2012A Senior Notes, Tranche D with the proceeds of the CHF 230 million (approximately $ 269 million) of debt outstanding under the revolving credit facility. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | 9. Fair Value of Financial Instruments The Company measures the following financial assets and liabilities at fair value on a recurring basis. The following tables set forth the Company’s financial instruments measured at fair value on a recurring basis and present them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (in millions): March 31, 2024 Total Quoted Prices Significant Significant Assets: Time deposits and money market funds $ 88.5 $ — $ 88.5 $ — Interest rate and cross-currency swap agreements 24.4 — 24.4 — Forward currency contracts 11.4 — 11.4 — Embedded derivatives in purchase and delivery contracts — — — — Fixed price commodity contracts 0.4 — 0.4 — Debt securities available for sale 1.2 — — 1.2 Total assets recorded at fair value $ 125.9 $ — $ 124.7 $ 1.2 Liabilities: Contingent consideration $ 25.2 $ — $ — $ 25.2 Hybrid instruments liability 69.3 — — 69.3 Liability awards 0.6 — — 0.6 Interest rate and cross-currency swap agreements 17.8 — 17.8 — Forward currency contracts 1.5 — 1.5 — Embedded derivatives in purchase and delivery contracts 0.2 — 0.2 — Total liabilities recorded at fair value $ 114.6 $ — $ 19.5 $ 95.1 December 31, 2023 Total Quoted Prices Significant Significant Assets: Time deposits and money market funds $ 226.9 $ — $ 226.9 $ — Interest rate and cross-currency swap agreements 20.3 — 20.3 — Forward currency contracts 1.3 — 1.3 — Embedded derivatives in purchase and delivery contracts 1.2 — 1.2 — Fixed price commodity contracts 0.3 — 0.3 — Debt securities available for sale 1.2 — — 1.2 Total assets recorded at fair value $ 251.2 $ — $ 250.0 $ 1.2 Liabilities: Contingent consideration $ 12.3 $ — $ — $ 12.3 Hybrid instruments liability 70.5 — — 70.5 Liability awards 0.7 — — 0.7 Interest rate and cross-currency swap agreements 26.8 — 26.8 — Forward currency contracts 0.6 — 0.6 — Total liabilities recorded at fair value $ 110.9 $ — $ 27.4 $ 83.5 Derivative financial instruments are classified within Level 2 because there is not an active market for each derivative contract. However, the inputs used to calculate the value of the instruments are obtained from active markets. The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities and did not elect the fair value option for any financial assets or liabilities which originated during the three months ended March 31, 2024, or the year ended December 31, 2023. The fair value of the Company's long-term fixed interest rate debt was $ 747.4 million and $ 883.3 million as of March 31, 2024, and December 31, 2023, respectively. The fair value was based on market and observable sources with similar maturity dates and classified as Level 2 within the fair value hierarchy. The carrying value of the Company's variable rate debt approximates its fair value at March 31, 2024 and December 31, 2023. Debt securities consist of investments in redeemable preferred stock. Debt securities are classified as either current or long-term investments based on their contractual maturities unless the Company intends to sell an investment within the next twelve months, in which case it is classified as current on the consolidated balance sheets. Debt securities are classified as available for sale and are carried at fair value. Contingent consideration recorded within other current and other long-term liabilities represents the estimated fair value of future payments to the former shareholders as part of certain acquisitions. The contingent consideration is primarily based on the applicable acquired company achieving annual revenue and gross margin targets in certain years as specified in the relevant purchase and sale agreement. The Company initially values the contingent consideration on the acquisition date by using a Monte Carlo simulation or an income approach method. The Monte Carlo method models future revenue and costs of goods sold projections and discounts the average results to present value. The income approach method involves calculating the earnout payment based on the forecasted cash flows, adjusting the future earnout payment for the risk of reaching the projected financials, and then discounting the future payments to present value by the counterparty risk. The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with a cost of debt over an appropriate term. Changes in fair value subsequent to acquisition are recognized in “Acquisition-related expenses, net” included in Other Charges, net, in the Consolidated Statements of Income and Comprehensive Income. The following table sets forth the changes in contingent consideration liabilities (in millions): Balance at December 31, 2023 $ 12.3 Current period additions 13.4 Current period adjustments 0.9 Current period settlements ( 1.2 ) Foreign currency effect ( 0.2 ) Balance at March 31, 2024 $ 25.2 As part of the 2018 Mestrelab Research, S.L. (“Mestrelab”), 2022 PreOmics, 2023 Biognosys, Zontal and MIRO acquisitions and certain other majority owned acquisitions, the Company entered into agreements with the noncontrolling interest holders that provide the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining ownerships for cash at contractually defined redemption values. These rights (embedded derivatives) can be adjusted upon certain events related to post combination employment services. As the options are tied to continued employment, the Company classified the hybrid instruments (noncontrolling interests with embedded derivatives) as long-term liabilities on the consolidated balance sheet. Subsequent to the acquisitions, the carrying value of the hybrid instruments are remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the respective requisite service period vested. The Company classified the hybrid instruments as Level 3 in the fair value hierarchy. The following table sets forth the changes in hybrid instruments liability (in millions): Balance at December 31, 2023 $ 70.5 Acquisitions — Current period adjustments 0.5 Foreign currency effect ( 1.7 ) Balance at March 31, 2024 $ 69.3 |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 10. Derivative Instruments and Hedging Activities Commodity Price Risk Management The Company has arrangements with certain customers under which it has a firm commitment to deliver copper-based superconductors at a fixed price. In order to minimize the volatility that fluctuations in the price of copper have on the Company’s sales of these commodities, the Company enters into commodity hedge contracts. As commodity contracts settle, gains (losses) as a result of changes in fair values are adjusted to the contracts with the customers through revenues. Foreign Exchange Rate Risk Management The Company had the following notional amounts outstanding under foreign exchange contracts, cross-currency interest rate swap agreements and long-term debt designated as net investment hedges and the respective fair value of the financial instruments recorded in the consolidated balance sheets as follows (in millions): March 31, 2024 December 31, 2023 Notional (in USD) Fair Value Notional (in USD) Fair Value Financial instruments designated as hedging instruments: Interest rate cross-currency swap agreements Other current assets $ 12.8 $ 12.0 Other assets 11.6 8.3 Other long-term liabilities ( 17.8 ) ( 26.8 ) $ 274.5 $ 6.6 $ 378.3 $ ( 6.5 ) Long-term debt Long-term debt 1,078.7 ( 19.1 ) 876.0 ( 85.3 ) Total financial instruments designated as hedging instruments $ 1,353.2 $ ( 12.5 ) $ 1,254.3 $ ( 91.8 ) Financial instruments not designated as hedging instruments: Forward currency contracts Other current assets $ 1,008.9 $ 11.4 $ 177.8 $ 1.3 Other current liabilities 357.0 ( 1.5 ) 311.7 ( 0.6 ) Embedded derivatives in purchase and delivery contracts Other current assets 2.1 — 25.6 1.2 Other current liabilities 8.7 ( 0.2 ) 0.1 — Fixed price commodity contracts Other current assets 6.3 0.4 8.4 0.3 Total financial instruments not designated as hedging instruments $ 1,383.0 $ 10.1 $ 523.6 $ 2.2 Total financial instruments $ 2,736.2 $ ( 2.4 ) $ 1,777.9 $ ( 89.6 ) In addition, the Company periodically enters into purchase and sales contracts denominated in currencies other than the functional currency of the Company's subsidiaries in the transaction. The Company accounts for these transactions separately valuing the “embedded derivative” component of these contracts. The contracts, denominated in currencies other than the functional currency of the transacting parties, amounted to approximately $ 10.8 million and $ 25.7 million for the purchase of products at March 31. 2024 and December 31, 2023 respectively. The Company records the changes in the fair value of these embedded derivatives in interest and other income (expense), net in the consolidated statements of income and comprehensive income. The following is a summary of the gain (loss) included in the consolidated statements of income and comprehensive income related to the financial instruments described above (in millions): Three Months Ended March 31, Financial Statement Classification 2024 2023 Financial instruments not designated as hedging instruments Forward currency contracts Interest and other income (expense), net $ 2.0 $ ( 0.1 ) Embedded derivatives in purchase and delivery contracts Interest and other income (expense), net ( 1.3 ) ( 0.3 ) 0.7 ( 0.4 ) Financial instruments designated as cash flow hedging instruments Interest rate cross-currency swap agreements Interest and other income (expense), net $ 2.7 $ 2.3 Financial instruments designated as net investment hedging instruments Interest rate cross-currency swap agreements Interest and other income (expense), net 1.5 2.0 4.2 4.3 Total $ 4.9 $ 3.9 Three Months Ended March 31, Financial Statement Classification 2024 2023 Financial instruments designated as cash flow hedging instruments Interest rate cross-currency swap agreements Accumulated other comprehensive income, net of tax $ 1.4 $ ( 3.4 ) 1.4 ( 3.4 ) Financial instruments designated as net investment hedging instruments Interest rate cross-currency swap agreements Accumulated other comprehensive income, net of tax $ 10.2 $ ( 1.2 ) Long-term debt Accumulated other comprehensive income, net of tax 50.5 ( 6.1 ) 60.7 ( 7.3 ) Total $ 62.1 $ ( 10.7 ) |
Provision for Income Taxes
Provision for Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | 11. Provision for Income Taxes The Company accounts for income taxes using the asset and liability approach by recognizing deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. In addition, the Company accounts for uncertain tax positions that have reached a minimum recognition threshold. The income tax provision for the three months ended March 31, 2024, and 2023 was $ 19.8 million and $ 29.9 million, respectively representing effective tax rates of 27.7 % and 28.0 % , respectively. The decrease in the Company's effective tax rate was primarily due to change in jurisdictional mix, and the impact of discrete items. While many aspects of the application of Pillar 2 remain to be clarified, the Company does not expect Pillar 2 to materially impact its tax liability. The Company will continue to monitor developments in implementation as more countries enact the legislation. As of March 31, 2024, and December 31, 2023, the Company had gross unrecognized tax benefits, excluding penalties and interest, of approximately $ 60.2 million and $ 58.5 million, respectively, which, if recognized, would result in a reduction of the Company’s effective tax rate. The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of March 31, 2024, and December 31, 2023, approximately $ 6.9 millio n and $ 5.8 million, respectively, of accrued interest and penalties related to uncertain tax positions were included in other long-term liabilities on the Company’s unaudited condensed consolidated balance sheets. Penalties and interest of $ 1.2 million and $ 0.5 million were recorded in the provision for income taxes for unrecognized tax benefits during the three months ended March 31, 2024 and 2023, respectively. The Company files tax returns in the United States, which include federal, state and local jurisdictions, and many foreign jurisdictions with varying statutes of limitations. The Company considers Germany, the United States and Switzerland to be its significant tax jurisdictions. The majority of the Company’s earnings are derived in Germany and Switzerland. Accounting for the various federal and local taxing authorities, the statutory rates for 2024 are approximately 30.0 % and 20.0 % for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of approximately 4.3 % from the U.S. statutory rate of 21.0 % in the three months ended March 31, 2024. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 12. Earnings Per Share The following table sets forth the computation of basic and diluted weighted average common shares outstanding and net income per common share attributable to Bruker shareholders (in millions, except per share amounts): Three Months Ended March 31, 2024 2023 Net income attributable to Bruker Corporation $ 50.9 $ 76.5 Weighted average common shares outstanding: Weighted average common shares outstanding - basic 145.2 146.8 Effect of dilutive securities: Stock options and restricted stock units 0.7 0.8 Weighted average common shares outstanding - diluted 145.9 147.6 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 0.35 $ 0.52 Diluted $ 0.35 $ 0.52 The following common share equivalents have been excluded from the computation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive (amounts in millions of shares): Three Months Ended March 31, 2024 2023 Stock options 0.2 0.2 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | 13. Shareholders’ Equity Share Repurchase Program In May 2021, the Company’s Board of Directors approved a share repurchase program (the “2021 Repurchase Program”) authorizing the purchase of up to $ 500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. Authorization for the remaining $ 94.4 million on the 2021 Repurchase Program expired in May 2023 . In May 2023, the Company’s Board of Directors approved a share repurchase program (the “2023 Repurchase Program”) authori zing the purchase of up to $ 500.0 million of the Company’s common stock over a two-year period, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. At March 31, 2024, $ 369.9 million remains available for future purchase under the 2023 Repurchase Program. During the three months ended March 31, 2024 , the Company did no t purchase any shares under the 2023 Repurchase Program. During the three months ended March 31, 2023, the Company purchased a total of 315,318 shares at an aggregate cost of $ 22.2 million under the 2021 Repurchase Program. In August 2022, the Inflation Reduction Act (“IRA”) was signed into law in the United States. The IRA introduced new tax provisions, including a 1.0 % excise tax on stock repurchases. The Company expects additional guidance and regulations to be issued in future periods and will continue to assess its potential impact on its business as further information becomes available. The estimated excise tax on our stock repurchases is not material and is recorded in other current liabilities and additional paid in capital. No additional accrual for estimated excise tax was recorded for the three months ended March 31, 2024. Stock-Based Compensation The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of income and comprehensive income (in millions): Three Months Ended 2024 2023 Stock options $ 0.4 $ 0.4 Restricted stock units 4.2 3.7 Employee Stock Purchase Plan 0.2 0.2 Total stock-based compensation expense $ 4.8 $ 4.3 Three Months Ended 2024 2023 Cost of product revenue $ 0.4 $ 0.3 Selling, general and administrative 3.9 3.6 Research and development 0.5 0.4 Total stock-based compensation expense $ 4.8 $ 4.3 In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of $ 0.5 million and $ 2.2 million in the three months ended March 31, 2024 and 2023, respectively, related to the fair value changes of hybrid instruments associated with the option rights of certain minority shareholders of the Company’s majority owned acquisitions. At March 31, 2024, the Company expected to recognize pre-tax stock-based compensation expense of $ 3.1 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 2.2 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $ 34.5 million associated with outstanding restricted stock units granted under the Company's 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.5 years. |
Other Charges, Net
Other Charges, Net | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Other Charges, Net | 14. Other Charges, Net The components of other charges, net were as follows (in millions): Three Months Ended March 31, 2024 2023 Information technology transformation costs $ 0.8 $ 0.5 Restructuring charges 3.5 0.3 Acquisition-related expenses, net 4.1 2.9 Other 2.5 1.6 Other charges, net $ 10.9 $ 5.3 Restructuring Initiatives Restructuring charges include charges for various programs that were recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income. The following table sets forth the restructuring charges (in millions): Three Months Ended March 31, 2024 2023 Cost of revenues $ 3.7 $ 0.2 Other charges, net 3.5 0.3 Total $ 7.2 $ 0.5 The following table sets forth the changes in restructuring reserves (in millions): Total Severance Exit Costs Provisions Balance at December 31, 2023 $ 13.1 $ 9.6 $ 2.9 $ 0.6 Restructuring charges 7.2 3.0 1.4 2.8 Cash payments ( 9.1 ) ( 7.2 ) ( 1.9 ) — Other, non-cash adjustments and foreign currency effect ( 2.9 ) ( 0.1 ) — ( 2.8 ) Balance at March 31, 2024 $ 8.3 $ 5.3 $ 2.4 $ 0.6 In October 2023, the Company announced a restructuring plan associated with BCA (formerly PhenomeX), a component of the NANO reportable segment, to optimize costs and to facilitate integration efforts. The restructuring plan includes a reduction in headcount, consolidation of leased facilities, and a planned change in future product offerings. The restructuring plan is expected to be completed during 2024. In connection with the BCA restructuring plan, the Company recorded and accrued severance and termination charges of $ 14.9 million in the year ended December 31, 2023, and an additional charge of $ 3.9 million in the three months ended March 31, 2024. The company paid $ 9.8 million and $ 7.0 million of these charges in the three months ended December 31, 2023 and March 31, 2024, respectively. The unpaid severance charges noted above will be paid in 2024 and 2025. As it relates to the consolidation of leased facilities, the Company recorded an impairment charge against operating lease right of use assets of $ 3.2 million and $ 1.2 million in the three months ended December 31, 2023 and March 31, 2024, respectively. on termination of a facility. As of March 31, 2024, no other modification of operating leases connected to the restructuring plan had occurred. The Company is also likely to terminate additional leases as operations are consolidated and arrangements for early terminations with the landlord are reached. The Company does not expect termination payments to be significantly different from amounts recorded as outstanding lease liabilities as of March 31, 2024. Due to delays in consolidating facilities, certain inventories that are expiring or have expired will no longer be usable for the manufacture of products. The cost of these inventories was charged to product restructuring costs and scrapped in the three months ended March 31, 2024. Certain other restructuring programs relating to in reductions in force recorded by the BSI NANO, BSI Biospin, BSI CALID and Corporate segments in 2024 were not material. In April 2024, the Company announced a global restructuring program to reduce personnel costs affecting the BBIO and CALID Segments. The Company expects to incur additional restructuring charges of $ 7.4 million for this program through the remainder of 2024. |
Interest and Other Income (Expe
Interest and Other Income (Expense), Net | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Interest and Other Income (Expense), Net | 15. Interest and Other Income (Expense), Net The components of interest and other income (expenses), net were as follows (in millions): Three Months Ended March 31, 2024 2023 Interest income $ 2.6 $ 1.4 Interest expense ( 5.0 ) ( 4.2 ) Impairment of minority investments — ( 6.9 ) Exchange gains (losses) on foreign currency transactions 8.9 ( 3.3 ) Pension components 0.3 ( 0.1 ) Other income (expense) — ( 3.0 ) Interest and other income (expense), net $ 6.8 $ ( 16.1 ) For the three months ended March 31, 2024, the Company had $ 8.9 million in exchange gain in foreign currency transactions. This foreign exchange gain includes an unrealized gain recognized on a forward contract taken to minimize risks from fluctuations in the Euro currency in anticipation of the closing of our acquisition of ELITechGroup in the quarter ending June 30, 2024, the purchase price of which is denominated in Euro. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 16. Commitments and Contingencies In accordance with Accounting Standards Codification (“ASC”) Topic 450, Contingencies, the Company accrues anticipated costs of settlement, damages or other costs to the extent specific losses are probable and reasonably estimable. These accruals are adjusted periodically as assessments change or additional information becomes available. Litigation and Related Contingencies Lawsuits, claims and proceedings of a nature considered normal to its businesses may be pending from time to time against the Company. The outcome of any of these proceedings cannot be accurately predicted, and the ultimate resolution of any of these existing matters, net of amounts accrued in the Company's balance sheet, may have a material adverse effect on the Company's business or financial condition. Third parties might allege that the Company or its collaborators are infringing their patent rights or that the Company is otherwise violating their intellectual property rights. An adverse outcome in any of these proceedings could result in one of more of the following and have material impact on our business or consolidated results of operations and financial position: (i) loss of patent protection; (ii) inability to continue to engage in certain activities; (iii) payment of significant damages, royalties, penalties and/or license fees to third parties; and, (iv) with respect to products acquired through acquisitions accounted for as business combinations, potentially significant intangible asset impairment charges. In September 2019, Luxendo GmbH (“Luxendo”), a subsidiary of Bruker Corporation, was sued in Germany by Carl Zeiss Microscopy GmbH, a subsidiary of Carl Zeiss AG (“Zeiss”), for infringement of a registered German utility model. After the utility model was canceled by the German Patent and Trademark Office in 2021, Zeiss withdrew its infringement action at the end of 2022 and the proceedings were terminated. However, a parallel European patent application, a family member of the utility model, is still pending in the European Patent Office (“EPO”). The Company is closely monitoring progress in the granting procedure and does not believe that a grant is imminent. The Company is presently unable to predict the EPO's final decision on the patent application. In addition, the Company is subject to regulation by national, state and local government agencies in the United States and other countries in which the Company operates. From time to time, the Company is the subject of governmental investigations often involving regulatory, marketing and other business practices. These governmental investigations may result in the commencement of civil and criminal proceedings, fines, penalties and administrative remedies which could have a material adverse effect on the Company's financial position, results of operations and/or liquidity. As of March 31, 2024 and December 31, 2023, the Company has no t recorded any material accruals for potential contingencies. However, the resolution of, or increase in accruals for, one or more of these matters in any reporting period may have a material adverse effect on the Company's results of operations and cash flows for that period. Effective January 1, 2024, the Company is self-insured for health care claims for eligible participating U.S. employees subject to certain deductibles and limitations. The Company determines its liability for claims incurred but not reported for the insurance liabilities on an actuarial basis and as of March 31, 2024, the Company had $ 1.8 million recorded for these health care insurance liabilities in other accrued liabilities. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Business Segment Information | 17. Business Segment Information The Company has four reportable segments, BSI BioSpin, BSI CALID, BSI NANO and BEST, as discussed in Note 1 to the unaudited condensed consolidated financial statements. See Note 3 for revenue by reportable segment. Operating income by reportable segment are presented below (in millions): Three Months Ended March 31, 2024 2023 Operating (loss) income: BSI BioSpin $ 31.2 $ 47.4 BSI CALID 41.1 57.6 BSI NANO 10.8 29.4 BEST 8.1 8.0 Corporate, eliminations and other (a) ( 26.4 ) ( 19.7 ) Total operating income $ 64.8 $ 122.7 (a) Represents corporate costs and eliminations not allocated to the reportable segments. Unallocated costs include general and administrative expenses not directly incurred by the segments such as professional fees incurred for the quarterly reviews and annual audit of the consolidated financial statements, personnel costs of corporate accounting, finance, legal and IT resources, and other expense items. Total assets by reportable segment are as follows (in millions): March 31, December 31, Assets: BSI BioSpin, BSI CALID, BSI NANO & Corporate $ 4,365.9 $ 4,110.6 BEST $ 180.3 186.0 Eliminations and other (a) $ ( 39.8 ) ( 46.7 ) Total assets $ 4,506.4 $ 4,249.9 (a) Assets not allocated to the reportable segments and eliminations of intercompany transactions. The Company is unable, without unreasonable effort or expense, to disclose the amount of total assets held by each of its BSI BioSpin, BSI CALID and BSI NANO Segments as well as the Corporate function and further, the Company’s chief operating decision maker does not receive any asset information by operating segment. |
Description of Business (Polici
Description of Business (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to the same risks and uncertainties as disclosed in its Annual Report on Form 10-K filed with the SEC on February 29, 2024, however, as of January 1, 2024, the Company is subject to new risks related to its self-funded health insurance. Effective January 1, 2024, the Company is self-insured for health care claims for eligible participating U.S. employees subject to certain deductibles and limitations. The Company determines its liability for claims incurred but not reported for insurance liabilities on an actuarial basis. Since there are many estimates and assumptions involved in recording insurance liabilities, differences between actual future events and prior estimates and assumptions, could result in materially different amounts of expense and result in adjustments to these liabilities and materially different amounts of expense, which could harm our business and adversely affect our results of operations and financial condition. |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis the Company evaluates estimates, judgments and methodologies. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and on various other assumptions that it believes are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the global supply chain interruptions, higher energy costs and shortages, the global economy, including inflation and the threat of recession, and geopolitical instability will directly or indirectly impact future business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee cost related amounts, will depend on future developments that are highly uncertain, including as a result of new developments concerning global supply chain and various global conflicts. The Company has made estimates of the impact of these disruptions within the financial statements and there may be changes to those estimates in future periods. Actual results may differ from management’s estimates if these results differ from historical experience. |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of revenue disaggregated by Group, end customer geographical location and timing of recognition | The following table presents the Company’s revenue by Segment (in millions): Three Months Ended 2024 2023 Revenue by Segment: BSI BioSpin $ 182.8 $ 180.3 BSI CALID 227.9 236.7 BSI NANO 240.4 209.6 BEST 73.1 62.2 Eliminations (a) ( 2.5 ) ( 3.5 ) Total revenue $ 721.7 $ 685.3 (a) Represents corporate costs and eliminations not allocated to the reportable segments. Revenue for the Company recognized at a point in time versus over time is as follows (in millions): Three Months Ended 2024 2023 Revenue recognized at a point in time $ 608.5 $ 598.7 Revenue recognized over time 113.2 86.6 Total revenue $ 721.7 $ 685.3 The following table presents the Company’s revenue by End Customer Geography (in millions): Three Months Ended 2024 2023 Revenue by End Customer Geography: United States $ 194.8 $ 175.1 Germany 66.8 62.6 Rest of Europe 178.1 159.8 China 115.7 107.6 Rest of Asia Pacific 107.0 132.6 Other 59.3 47.6 Total revenue $ 721.7 $ 685.3 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of inventories | Inventories consisted of the following (in millions): March 31, December 31, Raw materials $ 393.1 $ 371.2 Work-in-process 360.6 314.9 Finished goods 204.2 183.9 Demonstration units 102.6 98.3 Total Inventories $ 1,060.5 $ 968.3 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Assets [Abstract] | |
Schedule of other current assets | Other current assets consisted of the following (in millions): March 31, December 31, Unbilled and notes receivable $ 90.8 $ 83.9 Income and other taxes receivable 70.0 45.9 Prepaid expenses 33.5 26.7 Deposits with vendors 28.8 28.8 Derivative asset 11.8 1.6 Interest rate cross-currency swap agreements 12.8 12.0 Other assets 16.7 16.7 Other current assets $ 264.4 $ 215.6 |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Business Acquisition [Line Items] | |
Schedule of Pro Forma Financial Statements | The pro forma adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. March 31, 2023 March 31, 2024 Before Adjustments Pro forma After Adjustments Before Adjustments Pro forma After Adjustments Revenue $ 690.3 $ — $ 690.3 $ 722.9 $ — $ 722.9 Net (loss) income $ 74.4 $ ( 3.0 ) $ 71.4 $ 47.0 $ ( 1.1 ) $ 45.9 |
2024 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Components and Fair Value Allocation of the Consideration Transferred in Connection with Acquisitions | The following table reflects the consideration transferred and the respective reportable segment for certain of the 2024 acquisitions (in millions): Chemspeed Technologies AG Spectral Instruments Imaging LLC Nion, LLC Other Total Segment BSI BBIO BSI BBIO BSI NANO Various Consideration Transferred: Cash paid $ 175.4 $ 29.0 $ 37.4 $ 39.8 $ 281.6 Cash acquired ( 0.6 ) ( 1.5 ) ( 5.0 ) ( 1.1 ) ( 8.2 ) Fair value of contingent consideration — 0.9 10.5 2.0 13.4 Working capital adjustment — 0.9 ( 0.3 ) 1.2 1.8 Total consideration transferred, net of cash acquired $ 174.8 $ 29.3 $ 42.6 $ 41.9 $ 288.6 Allocation of Consideration Transferred: Accounts receivable $ 6.1 $ 1.5 $ 0.3 $ 1.1 $ 9.0 Inventories 34.4 3.4 23.2 2.8 63.8 Other current assets 1.4 — — 1.1 2.5 Property, plant and equipment 1.8 — 0.5 0.4 2.7 Other assets 17.3 0.9 2.2 6.7 27.1 Intangible assets: Technology 29.7 9.0 9.2 15.4 63.3 Customer relationships 54.5 2.5 2.6 0.6 60.2 Backlog 8.4 — 4.9 — 13.3 Trade name 4.9 0.3 1.1 0.8 7.1 Goodwill 118.7 14.1 27.1 23.2 183.1 Liabilities assumed ( 102.4 ) ( 2.4 ) ( 28.5 ) ( 10.2 ) ( 143.5 ) Total consideration allocated $ 174.8 $ 29.3 $ 42.6 $ 41.9 $ 288.6 |
2023 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Components and Fair Value Allocation of the Consideration Transferred in Connection with Acquisitions | The following table reflects the consideration transferred and the reportable segment for acquisition (in millions): Biognosys, AG Segment BSI CALID Consideration Transferred: Cash paid $ 73.6 Cash acquired ( 9.5 ) Holdback 0.2 Fair value of redeemable noncontrolling interest - other shareholders 2.5 Total consideration transferred $ 66.8 Allocation of Consideration Transferred: Accounts receivable $ 3.6 Inventories 0.4 Other current assets 0.9 Property, plant and equipment 8.0 Other assets 4.3 Intangible assets: Technology 10.2 Customer relationships 13.8 Backlog 0.8 Trade name 2.7 Goodwill 47.5 Liabilities assumed (a) ( 25.4 ) Total consideration allocated $ 66.8 |
Other 2024 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Consideration Transferred and the Respective Reporting Segment for Each Acquisition | Name of Acquisition Date Acquired Segment Total Cash Phasefocus Holdings Limited March 1, 2024 BSI NANO $ 6.3 $ 6.4 Nanophoton Corporation February 5, 2024 BSI CALID $ 13.3 $ 10.8 Tornado Spectral Systems, Inc. January 1, 2024 BSI CALID $ 22.3 $ 22.6 $ 41.9 $ 39.8 2024 Minority and Equity-method investments During the three months ended March 31, 2024, the Company also completed a minority investment. The investment is accounted for under the alternative measurement, and as such, the investment value also represents the carrying value at March 31, 2024. The following table reflects the consideration transferred for the investments (in millions): Name Financial Date Acquired Total Cash Other Investments Other long-term assets February 22, 2024 $ 10.0 $ 10.0 $ 10.0 $ 10.0 |
Other 2023 Acquisitions | |
Business Acquisition [Line Items] | |
Schedule of Consideration Transferred and the Respective Reporting Segment for Each Acquisition | In the three months ended March 31, 2023, the Company acquired various other businesses which were accounted for under the acquisition method that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for the acquisitions (in millions): Name of Acquisition Date Acquired Segment Total Cash Acquifer Imaging GmbH and Deltabyte GmbH January 4, 2023 BSI NANO $ 7.6 $ 7.6 Other majority owned acquisitions Various BSI CALID 19.1 12.2 $ 26.7 $ 19.8 2023 Minority and Equity-method investments During the three months ended March 31, 2023, the Company also completed minority investments that complemented the Company's existing product offerings. The following table reflects the consideration transferred and the respective reporting segment for the investments (in millions): Name Acquisition / Financial Date Acquired Total Cash Other Investments Investment Other long-term assets Various $ 8.2 $ 8.2 $ 8.2 $ 8.2 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | The following table sets forth the changes in the carrying amount of goodwill (in millions): Balance at December 31, 2023 $ 582.6 Current period additions/adjustments 183.1 Foreign currency effect ( 13.8 ) Balance at March 31, 2024 $ 751.9 |
Summary of intangible assets | The following is a summary of intangible assets (in millions): March 31, 2024 December 31, 2023 Gross Accumulated Net Carrying Gross Accumulated Net Carrying Existing technology and related patents $ 481.3 $ ( 252.7 ) $ 228.6 $ 428.3 $ ( 250.4 ) $ 177.9 Customer relationships 282.5 ( 97.7 ) $ 184.8 227.4 ( 93.5 ) 133.9 Trade names 34.8 ( 11.6 ) $ 23.2 28.4 ( 10.1 ) 18.3 Other 15.2 ( 2.6 ) $ 12.6 2.2 ( 1.8 ) 0.4 Intangible assets $ 813.8 $ ( 364.6 ) $ 449.2 $ 686.3 $ ( 355.8 ) $ 330.5 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Components of Debt Obligations | The Company’s debt obligations consist of the following (in millions): March 31, December 31, CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2027 $ — $ — CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2029 — — CHF notes (in U.S. Dollars) under the 2024 Term Loan Agreement due 2031 — — CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2034 — — CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2036 — — CHF notes (in U.S. Dollars) under the 2024 Note Purchase Agreement due 2039 — — EUR notes (in U.S. Dollars) under the 2021 Note Purchase Agreement due 2031 161.8 165.8 CHF notes (in U.S. Dollars) under the 2019 Note Purchase Agreement due 2029 329.3 353.3 CHF notes (in U.S. Dollars) under the 2021 Note Purchase Agreement due 2031 332.6 356.9 CHF revolving loan (in U.S. Dollars) under the 2024 Revolving Credit Agreement 255.0 — U.S. Dollar notes under the 2019 Term Loan Agreement annual payments of $ 15.0 274.5 278.3 U.S. Dollar notes under the 2012 Note Purchase Agreement due 2024 — 100.0 Unamortized debt issuance costs ( 1.3 ) ( 1.3 ) Other loans 7.2 7.6 Total notes and loans outstanding 1,359.1 1,260.6 Finance lease obligations 19.4 20.9 Total debt 1,378.5 1,281.5 Current portion of long-term debt and finance lease obligations ( 21.2 ) ( 121.2 ) Total long-term debt, less current portion $ 1,357.3 $ 1,160.3 |
Summary of Maximum Commitments and Net Amounts Available Under the 2024 Credit Agreement and Other Lines of Credit | The following is a summary of the maximum commitments and the net amounts available to the Company under the 2024 Revolving Credit Agreement and other lines of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand with interest payable monthly, at March 31, 2024 (in millions): Weighted Total Amount Outstanding Outstanding Total 2024 Amended and Restated Credit 0.89 % $ 900.0 $ 255.0 $ 0.3 $ 644.7 Bank guarantees and working capital line varies 150.1 — 150.1 — Total revolving lines of credit $ 1,050.1 $ 255.0 $ 150.4 $ 644.7 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of financial instruments measured at fair value on a recurring basis | The following tables set forth the Company’s financial instruments measured at fair value on a recurring basis and present them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (in millions): March 31, 2024 Total Quoted Prices Significant Significant Assets: Time deposits and money market funds $ 88.5 $ — $ 88.5 $ — Interest rate and cross-currency swap agreements 24.4 — 24.4 — Forward currency contracts 11.4 — 11.4 — Embedded derivatives in purchase and delivery contracts — — — — Fixed price commodity contracts 0.4 — 0.4 — Debt securities available for sale 1.2 — — 1.2 Total assets recorded at fair value $ 125.9 $ — $ 124.7 $ 1.2 Liabilities: Contingent consideration $ 25.2 $ — $ — $ 25.2 Hybrid instruments liability 69.3 — — 69.3 Liability awards 0.6 — — 0.6 Interest rate and cross-currency swap agreements 17.8 — 17.8 — Forward currency contracts 1.5 — 1.5 — Embedded derivatives in purchase and delivery contracts 0.2 — 0.2 — Total liabilities recorded at fair value $ 114.6 $ — $ 19.5 $ 95.1 December 31, 2023 Total Quoted Prices Significant Significant Assets: Time deposits and money market funds $ 226.9 $ — $ 226.9 $ — Interest rate and cross-currency swap agreements 20.3 — 20.3 — Forward currency contracts 1.3 — 1.3 — Embedded derivatives in purchase and delivery contracts 1.2 — 1.2 — Fixed price commodity contracts 0.3 — 0.3 — Debt securities available for sale 1.2 — — 1.2 Total assets recorded at fair value $ 251.2 $ — $ 250.0 $ 1.2 Liabilities: Contingent consideration $ 12.3 $ — $ — $ 12.3 Hybrid instruments liability 70.5 — — 70.5 Liability awards 0.7 — — 0.7 Interest rate and cross-currency swap agreements 26.8 — 26.8 — Forward currency contracts 0.6 — 0.6 — Total liabilities recorded at fair value $ 110.9 $ — $ 27.4 $ 83.5 |
Schedule of changes in contingent consideration liabilities | The following table sets forth the changes in contingent consideration liabilities (in millions): Balance at December 31, 2023 $ 12.3 Current period additions 13.4 Current period adjustments 0.9 Current period settlements ( 1.2 ) Foreign currency effect ( 0.2 ) Balance at March 31, 2024 $ 25.2 |
Schedule of changes in hybrid instrument liability | The following table sets forth the changes in hybrid instruments liability (in millions): Balance at December 31, 2023 $ 70.5 Acquisitions — Current period adjustments 0.5 Foreign currency effect ( 1.7 ) Balance at March 31, 2024 $ 69.3 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of fair value and balance sheet location of derivative instruments | The Company had the following notional amounts outstanding under foreign exchange contracts, cross-currency interest rate swap agreements and long-term debt designated as net investment hedges and the respective fair value of the financial instruments recorded in the consolidated balance sheets as follows (in millions): March 31, 2024 December 31, 2023 Notional (in USD) Fair Value Notional (in USD) Fair Value Financial instruments designated as hedging instruments: Interest rate cross-currency swap agreements Other current assets $ 12.8 $ 12.0 Other assets 11.6 8.3 Other long-term liabilities ( 17.8 ) ( 26.8 ) $ 274.5 $ 6.6 $ 378.3 $ ( 6.5 ) Long-term debt Long-term debt 1,078.7 ( 19.1 ) 876.0 ( 85.3 ) Total financial instruments designated as hedging instruments $ 1,353.2 $ ( 12.5 ) $ 1,254.3 $ ( 91.8 ) Financial instruments not designated as hedging instruments: Forward currency contracts Other current assets $ 1,008.9 $ 11.4 $ 177.8 $ 1.3 Other current liabilities 357.0 ( 1.5 ) 311.7 ( 0.6 ) Embedded derivatives in purchase and delivery contracts Other current assets 2.1 — 25.6 1.2 Other current liabilities 8.7 ( 0.2 ) 0.1 — Fixed price commodity contracts Other current assets 6.3 0.4 8.4 0.3 Total financial instruments not designated as hedging instruments $ 1,383.0 $ 10.1 $ 523.6 $ 2.2 Total financial instruments $ 2,736.2 $ ( 2.4 ) $ 1,777.9 $ ( 89.6 ) |
Schedule of impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments | The following is a summary of the gain (loss) included in the consolidated statements of income and comprehensive income related to the financial instruments described above (in millions): Three Months Ended March 31, Financial Statement Classification 2024 2023 Financial instruments not designated as hedging instruments Forward currency contracts Interest and other income (expense), net $ 2.0 $ ( 0.1 ) Embedded derivatives in purchase and delivery contracts Interest and other income (expense), net ( 1.3 ) ( 0.3 ) 0.7 ( 0.4 ) Financial instruments designated as cash flow hedging instruments Interest rate cross-currency swap agreements Interest and other income (expense), net $ 2.7 $ 2.3 Financial instruments designated as net investment hedging instruments Interest rate cross-currency swap agreements Interest and other income (expense), net 1.5 2.0 4.2 4.3 Total $ 4.9 $ 3.9 Three Months Ended March 31, Financial Statement Classification 2024 2023 Financial instruments designated as cash flow hedging instruments Interest rate cross-currency swap agreements Accumulated other comprehensive income, net of tax $ 1.4 $ ( 3.4 ) 1.4 ( 3.4 ) Financial instruments designated as net investment hedging instruments Interest rate cross-currency swap agreements Accumulated other comprehensive income, net of tax $ 10.2 $ ( 1.2 ) Long-term debt Accumulated other comprehensive income, net of tax 50.5 ( 6.1 ) 60.7 ( 7.3 ) Total $ 62.1 $ ( 10.7 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Earnings Per Share [Abstract] | |
Computation of basic and diluted weighted average common shares outstanding and net income per common share | The following table sets forth the computation of basic and diluted weighted average common shares outstanding and net income per common share attributable to Bruker shareholders (in millions, except per share amounts): Three Months Ended March 31, 2024 2023 Net income attributable to Bruker Corporation $ 50.9 $ 76.5 Weighted average common shares outstanding: Weighted average common shares outstanding - basic 145.2 146.8 Effect of dilutive securities: Stock options and restricted stock units 0.7 0.8 Weighted average common shares outstanding - diluted 145.9 147.6 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 0.35 $ 0.52 Diluted $ 0.35 $ 0.52 |
Schedule of common share equivalents have been excluded from the computation of diluted weighted-average common shares outstanding, as their effect would have been anti-dilutive | The following common share equivalents have been excluded from the computation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive (amounts in millions of shares): Three Months Ended March 31, 2024 2023 Stock options 0.2 0.2 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Schedule of the impact of stock-based compensation expense | The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of income and comprehensive income (in millions): Three Months Ended 2024 2023 Stock options $ 0.4 $ 0.4 Restricted stock units 4.2 3.7 Employee Stock Purchase Plan 0.2 0.2 Total stock-based compensation expense $ 4.8 $ 4.3 Three Months Ended 2024 2023 Cost of product revenue $ 0.4 $ 0.3 Selling, general and administrative 3.9 3.6 Research and development 0.5 0.4 Total stock-based compensation expense $ 4.8 $ 4.3 |
Other Charges, Net (Tables)
Other Charges, Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Restructuring and Related Activities [Abstract] | |
Schedule of components of other charges, net | The components of other charges, net were as follows (in millions): Three Months Ended March 31, 2024 2023 Information technology transformation costs $ 0.8 $ 0.5 Restructuring charges 3.5 0.3 Acquisition-related expenses, net 4.1 2.9 Other 2.5 1.6 Other charges, net $ 10.9 $ 5.3 |
Summary of restructuring charges | The following table sets forth the restructuring charges (in millions): Three Months Ended March 31, 2024 2023 Cost of revenues $ 3.7 $ 0.2 Other charges, net 3.5 0.3 Total $ 7.2 $ 0.5 |
Schedule of changes in restructuring reserves | The following table sets forth the changes in restructuring reserves (in millions): Total Severance Exit Costs Provisions Balance at December 31, 2023 $ 13.1 $ 9.6 $ 2.9 $ 0.6 Restructuring charges 7.2 3.0 1.4 2.8 Cash payments ( 9.1 ) ( 7.2 ) ( 1.9 ) — Other, non-cash adjustments and foreign currency effect ( 2.9 ) ( 0.1 ) — ( 2.8 ) Balance at March 31, 2024 $ 8.3 $ 5.3 $ 2.4 $ 0.6 In October 2023, the Company announced a restructuring plan associated with BCA (formerly PhenomeX), a component of the NANO reportable segment, to optimize costs and to facilitate integration efforts. The restructuring plan includes a reduction in headcount, consolidation of leased facilities, and a planned change in future product offerings. The restructuring plan is expected to be completed during 2024. In connection with the BCA restructuring plan, the Company recorded and accrued severance and termination charges of $ 14.9 million in the year ended December 31, 2023, and an additional charge of $ 3.9 million in the three months ended March 31, 2024. The company paid $ 9.8 million and $ 7.0 million of these charges in the three months ended December 31, 2023 and March 31, 2024, respectively. The unpaid severance charges noted above will be paid in 2024 and 2025. As it relates to the consolidation of leased facilities, the Company recorded an impairment charge against operating lease right of use assets of $ 3.2 million and $ 1.2 million in the three months ended December 31, 2023 and March 31, 2024, respectively. on termination of a facility. As of March 31, 2024, no other modification of operating leases connected to the restructuring plan had occurred. The Company is also likely to terminate additional leases as operations are consolidated and arrangements for early terminations with the landlord are reached. The Company does not expect termination payments to be significantly different from amounts recorded as outstanding lease liabilities as of March 31, 2024. Due to delays in consolidating facilities, certain inventories that are expiring or have expired will no longer be usable for the manufacture of products. The cost of these inventories was charged to product restructuring costs and scrapped in the three months ended March 31, 2024. Certain other restructuring programs relating to in reductions in force recorded by the BSI NANO, BSI Biospin, BSI CALID and Corporate segments in 2024 were not material. In April 2024, the Company announced a global restructuring program to reduce personnel costs affecting the BBIO and CALID Segments. The Company expects to incur additional restructuring charges of $ 7.4 million for this program through the remainder of 2024. |
Interest and Other Income (Ex_2
Interest and Other Income (Expense), Net (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Income and Expenses [Abstract] | |
Schedule of Components of interest and other income (expense), net | The components of interest and other income (expenses), net were as follows (in millions): Three Months Ended March 31, 2024 2023 Interest income $ 2.6 $ 1.4 Interest expense ( 5.0 ) ( 4.2 ) Impairment of minority investments — ( 6.9 ) Exchange gains (losses) on foreign currency transactions 8.9 ( 3.3 ) Pension components 0.3 ( 0.1 ) Other income (expense) — ( 3.0 ) Interest and other income (expense), net $ 6.8 $ ( 16.1 ) For the three months ended March 31, 2024, the Company had $ 8.9 million in exchange gain in foreign currency transactions. This foreign exchange gain includes an unrealized gain recognized on a forward contract taken to minimize risks from fluctuations in the Euro currency in anticipation of the closing of our acquisition of ELITechGroup in the quarter ending June 30, 2024, the purchase price of which is denominated in Euro. |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Segment Reporting [Abstract] | |
Schedule of Revenue, Operating Income and Total Assets by Reportable Segment | Operating income by reportable segment are presented below (in millions): Three Months Ended March 31, 2024 2023 Operating (loss) income: BSI BioSpin $ 31.2 $ 47.4 BSI CALID 41.1 57.6 BSI NANO 10.8 29.4 BEST 8.1 8.0 Corporate, eliminations and other (a) ( 26.4 ) ( 19.7 ) Total operating income $ 64.8 $ 122.7 (a) Represents corporate costs and eliminations not allocated to the reportable segments. Unallocated costs include general and administrative expenses not directly incurred by the segments such as professional fees incurred for the quarterly reviews and annual audit of the consolidated financial statements, personnel costs of corporate accounting, finance, legal and IT resources, and other expense items. Total assets by reportable segment are as follows (in millions): March 31, December 31, Assets: BSI BioSpin, BSI CALID, BSI NANO & Corporate $ 4,365.9 $ 4,110.6 BEST $ 180.3 186.0 Eliminations and other (a) $ ( 39.8 ) ( 46.7 ) Total assets $ 4,506.4 $ 4,249.9 (a) Assets not allocated to the reportable segments and eliminations of intercompany transactions. |
Description of Business (Detail
Description of Business (Details) | 3 Months Ended |
Mar. 31, 2024 Segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 4 |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | ||
Revenues disaggregated by Group | |||
Total revenue | $ 721.7 | $ 685.3 | |
Revenue recognized at a point in time | |||
Revenues disaggregated by Group | |||
Total revenue | 608.5 | 598.7 | |
Revenue recognized over time | |||
Revenues disaggregated by Group | |||
Total revenue | 113.2 | 86.6 | |
United States | |||
Revenues disaggregated by Group | |||
Total revenue | 194.8 | 175.1 | |
Germany | |||
Revenues disaggregated by Group | |||
Total revenue | 66.8 | 62.6 | |
Rest of Europe | |||
Revenues disaggregated by Group | |||
Total revenue | 178.1 | 159.8 | |
CHINA | |||
Revenues disaggregated by Group | |||
Total revenue | 115.7 | 107.6 | |
Rest of Asia Pacific | |||
Revenues disaggregated by Group | |||
Total revenue | 107 | 132.6 | |
Other | |||
Revenues disaggregated by Group | |||
Total revenue | 59.3 | 47.6 | |
Operating segments | Bruker BioSpin | |||
Revenues disaggregated by Group | |||
Total revenue | 182.8 | 180.3 | |
Operating segments | Bruker CALID | |||
Revenues disaggregated by Group | |||
Total revenue | 227.9 | 236.7 | |
Operating segments | Bruker NANO | |||
Revenues disaggregated by Group | |||
Total revenue | 240.4 | 209.6 | |
Operating segments | BEST | |||
Revenues disaggregated by Group | |||
Total revenue | 73.1 | 62.2 | |
Eliminations | |||
Revenues disaggregated by Group | |||
Total revenue | [1] | $ (2.5) | $ (3.5) |
[1] Represents corporate costs and eliminations not allocated to the reportable segments. |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | Mar. 31, 2024 USD ($) |
Revenue from Contract with Customer [Abstract] | |
Amount of remaining performance obligations | $ 2,306.3 |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Mar. 31, 2024 | |
Revenue from Contract with Customer [Abstract] | ||
Contract assets | $ 85.8 | $ 92.5 |
Contract liabilities | 491.4 | $ 590.8 |
Revenue recognition during the period | $ 130.4 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 393.1 | $ 371.2 |
Work-in-process | 360.6 | 314.9 |
Finished goods | 204.2 | 183.9 |
Demonstration units | 102.6 | 98.3 |
Total Inventories | 1,060.5 | 968.3 |
Inventory-in-transit | $ 57.6 | $ 48.6 |
Other Current Assets - Schedule
Other Current Assets - Schedule of other current assets (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Other Assets [Abstract] | ||
Unbilled and notes receivable | $ 90.8 | $ 83.9 |
Income and other taxes receivable | 70 | 45.9 |
Prepaid expenses | 33.5 | 26.7 |
Deposits with vendors | 28.8 | 28.8 |
Derivative asset | 11.8 | 1.6 |
Interest rate cross-currency swap agreements | 12.8 | 12 |
Other assets | 16.7 | 16.7 |
Other current assets | $ 264.4 | $ 215.6 |
Acquisitions - Schedule of Comp
Acquisitions - Schedule of Components and Fair Value Allocation of the Consideration Transferred in Connection with Acquisitions (Details) SFr in Millions, $ in Millions | 3 Months Ended | |||||||||
Mar. 06, 2024 USD ($) | Mar. 06, 2024 CHF (SFr) | Feb. 01, 2024 USD ($) | Jan. 02, 2024 USD ($) | Jan. 03, 2023 USD ($) | Jan. 03, 2023 CHF (SFr) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) | Sep. 30, 2023 USD ($) | |
Consideration Transferred: | ||||||||||
Cash paid | $ 281.6 | |||||||||
Cash acquired | (8.2) | |||||||||
Fair value of contingent consideration | 13.4 | |||||||||
Working capital adjustment | 1.8 | |||||||||
Total consideration transferred, net of cash acquired | 41.9 | $ 26.7 | ||||||||
Allocation of Consideration Transferred: | ||||||||||
Accounts receivable | 9 | |||||||||
Inventories | 63.8 | |||||||||
Other current assets | 2.5 | |||||||||
Property, plant and equipment | 2.7 | |||||||||
Other assets | 27.1 | |||||||||
Goodwill | 751.9 | $ 582.6 | $ 751.9 | |||||||
Liabilities assumed | (143.5) | |||||||||
Total consideration allocated | 288.6 | |||||||||
Operating segments | ||||||||||
Consideration Transferred: | ||||||||||
Total consideration transferred, net of cash acquired | 288.6 | |||||||||
Allocation of Consideration Transferred: | ||||||||||
Goodwill | 183.1 | |||||||||
Existing Technology And Related Patents | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 63.3 | |||||||||
Customer Relationships | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 60.2 | |||||||||
Backlog | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 13.3 | |||||||||
Trade Name | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 7.1 | |||||||||
Chemspeed Technologies AG | ||||||||||
Consideration Transferred: | ||||||||||
Total consideration transferred, net of cash acquired | $ 175.4 | SFr 154.7 | ||||||||
Chemspeed Technologies AG | BSI BBIO | ||||||||||
Consideration Transferred: | ||||||||||
Cash paid | 175.4 | |||||||||
Cash acquired | (0.6) | |||||||||
Fair value of contingent consideration | 0 | |||||||||
Working capital adjustment | 0 | |||||||||
Total consideration transferred, net of cash acquired | 174.8 | |||||||||
Allocation of Consideration Transferred: | ||||||||||
Accounts receivable | 6.1 | |||||||||
Inventories | 34.4 | |||||||||
Other current assets | 1.4 | |||||||||
Property, plant and equipment | 1.8 | |||||||||
Other assets | 17.3 | |||||||||
Goodwill | 118.7 | |||||||||
Liabilities assumed | (102.4) | |||||||||
Total consideration allocated | 174.8 | |||||||||
Chemspeed Technologies AG | BSI BBIO | Existing Technology And Related Patents | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 29.7 | |||||||||
Chemspeed Technologies AG | BSI BBIO | Customer Relationships | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 54.5 | |||||||||
Chemspeed Technologies AG | BSI BBIO | Backlog | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 8.4 | |||||||||
Chemspeed Technologies AG | BSI BBIO | Trade Name | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 4.9 | |||||||||
Nanophoton Corporation | ||||||||||
Consideration Transferred: | ||||||||||
Total consideration transferred, net of cash acquired | 13.3 | |||||||||
Spectral Instruments Imaging, LLC | ||||||||||
Consideration Transferred: | ||||||||||
Total consideration transferred, net of cash acquired | $ 29 | |||||||||
Spectral Instruments Imaging, LLC | BSI BBIO | ||||||||||
Consideration Transferred: | ||||||||||
Cash paid | 29 | |||||||||
Cash acquired | (1.5) | |||||||||
Fair value of contingent consideration | 0.9 | |||||||||
Working capital adjustment | 0.9 | |||||||||
Total consideration transferred, net of cash acquired | 29.3 | |||||||||
Allocation of Consideration Transferred: | ||||||||||
Accounts receivable | 1.5 | |||||||||
Inventories | 3.4 | |||||||||
Other current assets | 0 | |||||||||
Property, plant and equipment | 0 | |||||||||
Other assets | 0.9 | |||||||||
Goodwill | 14.1 | |||||||||
Liabilities assumed | (2.4) | |||||||||
Total consideration allocated | 29.3 | |||||||||
Spectral Instruments Imaging, LLC | BSI BBIO | Existing Technology And Related Patents | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 9 | |||||||||
Spectral Instruments Imaging, LLC | BSI BBIO | Customer Relationships | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 2.5 | |||||||||
Spectral Instruments Imaging, LLC | BSI BBIO | Backlog | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 0 | |||||||||
Spectral Instruments Imaging, LLC | BSI BBIO | Trade Name | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 0.3 | |||||||||
Nion LLC [Member] | ||||||||||
Consideration Transferred: | ||||||||||
Total consideration transferred, net of cash acquired | $ 37.4 | |||||||||
Nion LLC [Member] | BSI NANO | ||||||||||
Consideration Transferred: | ||||||||||
Cash paid | 37.4 | |||||||||
Cash acquired | (5) | |||||||||
Fair value of contingent consideration | 10.5 | |||||||||
Working capital adjustment | (0.3) | |||||||||
Total consideration transferred, net of cash acquired | 42.6 | |||||||||
Allocation of Consideration Transferred: | ||||||||||
Accounts receivable | 0.3 | |||||||||
Inventories | 23.2 | |||||||||
Other current assets | 0 | |||||||||
Property, plant and equipment | 0.5 | |||||||||
Other assets | 2.2 | |||||||||
Goodwill | 27.1 | |||||||||
Liabilities assumed | (28.5) | |||||||||
Total consideration allocated | 42.6 | |||||||||
Nion LLC [Member] | BSI NANO | Existing Technology And Related Patents | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 9.2 | |||||||||
Nion LLC [Member] | BSI NANO | Customer Relationships | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 2.6 | |||||||||
Nion LLC [Member] | BSI NANO | Backlog | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 4.9 | |||||||||
Nion LLC [Member] | BSI NANO | Trade Name | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 1.1 | |||||||||
Other | Various | ||||||||||
Consideration Transferred: | ||||||||||
Cash paid | 39.8 | |||||||||
Cash acquired | (1.1) | |||||||||
Fair value of contingent consideration | 2 | |||||||||
Working capital adjustment | 1.2 | |||||||||
Total consideration transferred, net of cash acquired | 41.9 | |||||||||
Allocation of Consideration Transferred: | ||||||||||
Accounts receivable | 1.1 | |||||||||
Inventories | 2.8 | |||||||||
Other current assets | 1.1 | |||||||||
Property, plant and equipment | 0.4 | |||||||||
Other assets | 6.7 | |||||||||
Goodwill | 23.2 | |||||||||
Liabilities assumed | (10.2) | |||||||||
Total consideration allocated | 41.9 | |||||||||
Other | Various | Existing Technology And Related Patents | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 15.4 | |||||||||
Other | Various | Customer Relationships | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 0.6 | |||||||||
Other | Various | Backlog | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 0 | |||||||||
Other | Various | Trade Name | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 0.8 | |||||||||
Tornado Spectral Systems, Inc. | ||||||||||
Consideration Transferred: | ||||||||||
Total consideration transferred, net of cash acquired | $ 22.3 | |||||||||
Biognosys, AG | ||||||||||
Consideration Transferred: | ||||||||||
Fair value of contingent consideration | $ 6.3 | SFr 5.9 | ||||||||
Total consideration transferred, net of cash acquired | $ 80.1 | SFr 75 | ||||||||
Biognosys, AG | Bruker CALID | ||||||||||
Consideration Transferred: | ||||||||||
Cash paid | 73.6 | |||||||||
Cash acquired | (9.5) | |||||||||
Holdback | 0.2 | |||||||||
Fair value of redeemable noncontrolling interest | 2.5 | |||||||||
Total consideration transferred, net of cash acquired | 66.8 | |||||||||
Allocation of Consideration Transferred: | ||||||||||
Accounts receivable | 3.6 | |||||||||
Inventories | 0.4 | |||||||||
Other current assets | 0.9 | |||||||||
Property, plant and equipment | 8 | |||||||||
Other assets | 4.3 | |||||||||
Goodwill | 47.5 | |||||||||
Liabilities assumed | (25.4) | |||||||||
Total consideration allocated | 66.8 | |||||||||
Biognosys, AG | Bruker CALID | Existing Technology And Related Patents | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 10.2 | |||||||||
Biognosys, AG | Bruker CALID | Customer Relationships | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 13.8 | |||||||||
Biognosys, AG | Bruker CALID | Backlog | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | 0.8 | |||||||||
Biognosys, AG | Bruker CALID | Trade Name | ||||||||||
Allocation of Consideration Transferred: | ||||||||||
Intangible assets | $ 2.7 |
Acquisitions - Chemspeed Techno
Acquisitions - Chemspeed Technologies, AG (Details) SFr in Millions, $ in Millions | 3 Months Ended | |||
Mar. 06, 2024 USD ($) | Mar. 06, 2024 CHF (SFr) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||
Cash consideration | $ 41.9 | $ 26.7 | ||
Total revenue | 721.7 | 685.3 | ||
Net Income (Loss) | 50.9 | 76.5 | ||
Acquisition-related expenses, net | 4.1 | $ 2.9 | ||
Chemspeed Technologies AG | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage acquired | 100% | 100% | ||
Cash consideration | $ 175.4 | SFr 154.7 | ||
Total revenue | 4.1 | |||
Net Income (Loss) | $ 0.7 | |||
Chemspeed Technologies AG | Developed Technology | ||||
Business Acquisition [Line Items] | ||||
Amortization period for intangible assets acquired | 8 years | |||
Chemspeed Technologies AG | Customer Relationships | ||||
Business Acquisition [Line Items] | ||||
Amortization period for intangible assets acquired | 15 years | |||
Chemspeed Technologies AG | Trade Name | ||||
Business Acquisition [Line Items] | ||||
Amortization period for intangible assets acquired | 10 years |
Acquisitions - Schedule of Pro
Acquisitions - Schedule of Pro Forma Financial Statements (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Revenue | $ 721.7 | $ 685.3 |
Net Income (Loss) | 50.9 | 76.5 |
Before Adjustments | ||
Business Acquisition [Line Items] | ||
Revenue | 722.9 | 690.3 |
Net Income (Loss) | 47 | 74.4 |
Pro forma Adjustments | ||
Business Acquisition [Line Items] | ||
Revenue | 0 | 0 |
Net Income (Loss) | (1.1) | (3) |
After Adjustments | ||
Business Acquisition [Line Items] | ||
Revenue | 722.9 | 690.3 |
Net Income (Loss) | $ 45.9 | $ 71.4 |
Acquisitions - Spectral Instrum
Acquisitions - Spectral Instruments Imaging, LLC (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Feb. 01, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | |||
Cash consideration | $ 41.9 | $ 26.7 | |
Spectral Instruments Imaging, LLC | |||
Business Acquisition [Line Items] | |||
Ownership percentage acquired | 100% | ||
Cash consideration | $ 29 | ||
Additional consideration | $ 10 | ||
Spectral Instruments Imaging, LLC | Developed Technology | |||
Business Acquisition [Line Items] | |||
Amortization period for intangible assets acquired | 6 years | ||
Spectral Instruments Imaging, LLC | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Amortization period for intangible assets acquired | 14 years |
Acquisitions - Nion, LLC (Detai
Acquisitions - Nion, LLC (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 02, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | |||
Cash consideration | $ 41.9 | $ 26.7 | |
Nion, LLC | |||
Business Acquisition [Line Items] | |||
Ownership percentage acquired | 100% | ||
Cash consideration | $ 37.4 | ||
Additional consideration | $ 23 | ||
Nion, LLC | Developed Technology | |||
Business Acquisition [Line Items] | |||
Amortization period for intangible assets acquired | 7 years | ||
Nion, LLC | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Amortization period for intangible assets acquired | 7 years | ||
Nion, LLC | Customer Relationships | |||
Business Acquisition [Line Items] | |||
Amortization period for intangible assets acquired | 15 years |
Acquisitions - Other 2024 Acqui
Acquisitions - Other 2024 Acquisitions (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Cash consideration | $ 41.9 | $ 26.7 |
Tornado Spectral Systems, Inc. | ||
Business Acquisition [Line Items] | ||
Cash consideration | $ 22.3 | |
Other 2024 Acquisitions | Maximum [Member] | Developed Technology | ||
Business Acquisition [Line Items] | ||
Amortization period for intangible assets acquired | 11 years | |
Other 2024 Acquisitions | Minimum [Member] | Developed Technology | ||
Business Acquisition [Line Items] | ||
Amortization period for intangible assets acquired | 7 years |
Acquisitions - Schedule of Cons
Acquisitions - Schedule of Consideration Transferred and the Respective Reporting Segment for Each Acquisition (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 04, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | |||
Cash consideration | $ 41.9 | $ 26.7 | |
Cash paid for acquisitions, net of cash acquired | 39.8 | 19.8 | |
Investment In Businesses [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | 10 | 8.2 | |
Cash paid for acquisitions, net of cash acquired | 10 | 8.2 | |
Acquifer Imaging GmbH and Deltabyte GmbH [Member] | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 7.6 | ||
Cash paid for acquisitions, net of cash acquired | $ 7.6 | ||
Other Investment Member | |||
Business Acquisition [Line Items] | |||
Cash consideration | 10 | 8.2 | |
Cash paid for acquisitions, net of cash acquired | 10 | 8.2 | |
Other majority owned acquisitions | |||
Business Acquisition [Line Items] | |||
Cash consideration | 19.1 | ||
Cash paid for acquisitions, net of cash acquired | $ 12.2 | ||
Phasefocus Holdings Limited | |||
Business Acquisition [Line Items] | |||
Cash consideration | 6.3 | ||
Cash paid for acquisitions, net of cash acquired | 6.4 | ||
Nanophoton Corporation | |||
Business Acquisition [Line Items] | |||
Cash consideration | 13.3 | ||
Cash paid for acquisitions, net of cash acquired | 10.8 | ||
Tornado Spectral Systems, Inc. | |||
Business Acquisition [Line Items] | |||
Cash consideration | 22.3 | ||
Cash paid for acquisitions, net of cash acquired | $ 22.6 |
Acquisitions - Subsequent Event
Acquisitions - Subsequent Events - Acquisitions (Details) € in Millions, $ in Millions | 3 Months Ended | ||||
May 06, 2024 USD ($) | Apr. 30, 2024 USD ($) | Apr. 30, 2024 EUR (€) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |||||
Base purchase price | $ 281.6 | ||||
Cash consideration | $ 41.9 | $ 26.7 | |||
ELITechGroup | Subsequent event | |||||
Business Acquisition [Line Items] | |||||
Base purchase price | $ 923 | € 864 | |||
ELITechGroup | Tecfin S.a r.l. | Subsequent event | |||||
Business Acquisition [Line Items] | |||||
Ownership percentage | 100% | 100% | |||
NanoString | Subsequent event | |||||
Business Acquisition [Line Items] | |||||
Cash consideration | $ 392.6 | ||||
Damages awarded | $ 31.6 |
Acquisitions - Biognosys, AG (D
Acquisitions - Biognosys, AG (Details) SFr in Millions, $ in Millions | 3 Months Ended | |||
Jan. 03, 2023 USD ($) | Jan. 03, 2023 CHF (SFr) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | ||||
Consideration | $ 41.9 | $ 26.7 | ||
Assumed liability for employee awards | $ 13.4 | |||
Biognosys, AG | ||||
Business Acquisition [Line Items] | ||||
Ownership percentage acquired | 97.15% | 97.15% | ||
Consideration | $ 80.1 | SFr 75 | ||
Assumed liability for employee awards | $ 6.3 | SFr 5.9 | ||
Remaining ownership percentage under options that can be exercised after 2023 | 2.85% | 2.85% |
Acquisitions - 2023 Minority an
Acquisitions - 2023 Minority and Equity-method investments (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Combinations [Abstract] | |
Impairment write-off | $ 6.9 |
Realized gains or unrealized gains related minority investment | $ 0 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Goodwill | |
Balance at the beginning of the period | $ 582.6 |
Current period additions/adjustments | 183.1 |
Foreign currency effect | (13.8) |
Balance at the end of the period | $ 751.9 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Intangible assets | |||
Gross Carrying Amount, intangible assets | $ 813.8 | $ 686.3 | |
Accumulated Amortization, intangible assets | (364.6) | (355.8) | |
Net Carrying Amount, intangible assets | 449.2 | 330.5 | |
Amortization expense related to intangible assets subject to amortization | 16.2 | $ 10.7 | |
Impairment of intangibles assets, including goodwill | 0 | $ 0 | |
Existing Technology And Related Patents | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets | 481.3 | 428.3 | |
Accumulated Amortization, intangible assets | (252.7) | (250.4) | |
Net Carrying Amount, intangible assets | 228.6 | 177.9 | |
Customer Relationships | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets | 282.5 | 227.4 | |
Accumulated Amortization, intangible assets | (97.7) | (93.5) | |
Net Carrying Amount, intangible assets | 184.8 | 133.9 | |
Trade Name | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets | 34.8 | 28.4 | |
Accumulated Amortization, intangible assets | (11.6) | (10.1) | |
Net Carrying Amount, intangible assets | 23.2 | 18.3 | |
Other | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets | 15.2 | 2.2 | |
Accumulated Amortization, intangible assets | (2.6) | (1.8) | |
Net Carrying Amount, intangible assets | $ 12.6 | $ 0.4 |
Debt - Components (Details)
Debt - Components (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Debt | ||
Unamortized debt issuance costs | $ (1.3) | $ (1.3) |
Total notes and loans outstanding | 1,359.1 | 1,260.6 |
Total debt | 1,378.5 | 1,281.5 |
Current portion of long-term debt and finance lease obligations | (21.2) | (121.2) |
Total long-term debt, less current portion | 1,357.3 | 1,160.3 |
Euro Notes Under The 2021 Purchase Agreement Due 2031 | ||
Debt | ||
Debt, before unamortized debt issuance costs | 161.8 | 165.8 |
2019 Note Purchase Agreement Due 2029 | ||
Debt | ||
Debt, before unamortized debt issuance costs | 329.3 | 353.3 |
Switzerland Francs Notes Under The 2021 Notes Purchase Agreement Due 2031 | ||
Debt | ||
Debt, before unamortized debt issuance costs | 332.6 | 356.9 |
2024 Revolving Credit Agreement | ||
Debt | ||
Debt, before unamortized debt issuance costs | 255 | |
2019 Term Loan Agreement With Balloon Payment Due 2026 | ||
Debt | ||
Debt, before unamortized debt issuance costs | 274.5 | 278.3 |
2012 Note Purchase Agreement Due 2024 | ||
Debt | ||
Debt, before unamortized debt issuance costs | 100 | |
Other Loan [Member] | ||
Debt | ||
Debt, before unamortized debt issuance costs | 7.2 | 7.6 |
Capital lease obligations and other loans | ||
Debt | ||
Total debt | $ 19.4 | $ 20.9 |
Debt - Components (Parenthetica
Debt - Components (Parenthetical) (Details) | Mar. 31, 2024 $ / shares |
2019 Term Loan Agreement With Balloon Payment Due 2026 | |
Debt Instrument [Line Items] | |
Annual payment per share amount | $ 15 |
Debt - Credit Agreements (Detai
Debt - Credit Agreements (Details) SFr in Millions, $ in Millions | 3 Months Ended | ||||||||||
Mar. 29, 2024 CHF (SFr) | Feb. 01, 2024 | Jan. 18, 2024 USD ($) | Jan. 15, 2024 USD ($) | Jan. 15, 2024 CHF (SFr) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Apr. 29, 2024 USD ($) | Apr. 29, 2024 CHF (SFr) | Apr. 15, 2024 USD ($) | Apr. 15, 2024 CHF (SFr) | |
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 1,050.1 | ||||||||||
Repayments of debt | 3.4 | $ 2.1 | |||||||||
Proceeds from revolving line of credit | $ 269 | SFr 230 | $ 268.9 | $ 0 | |||||||
Three year term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | SFr | SFr 150 | ||||||||||
Five year term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | SFr | 150 | ||||||||||
Seven year term loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | SFr | SFr 150 | ||||||||||
Seven year term loan | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | $ 165 | SFr 150 | |||||||||
Seven year term loan | SARON | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate added to base rate (as a percent) | 1.25% | ||||||||||
Seven year term loan | SARON | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate added to base rate (as a percent) | 1.75% | ||||||||||
Three- and five-year term loan | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Face Amount | 82 | 75 | |||||||||
Three- and five-year term loan | SARON | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate added to base rate (as a percent) | 1% | ||||||||||
Three- and five-year term loan | SARON | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate added to base rate (as a percent) | 1.50% | ||||||||||
Term Loan Agreements [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate terms | the loans are required to bear interest determined by reference to an Alternate Base Rate (“ABR Loans”), then such ABR Loans shall bear interest equal to (i) the federal funds effective rate plus ½ of 1%, (ii) the prime rate announced by Bank of America, N.A., and (iii) 1%, plus a margin ranging from 0.100% to 0.200%, based on the Company’s leverage ratio. | ||||||||||
Term Loan Agreements [Member] | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 330 | SFr 300 | |||||||||
Term Loan Agreements [Member] | Prime rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate added to base rate (as a percent) | 1% | ||||||||||
Debt Instrument, Description of Variable Rate Basis | prime rate | ||||||||||
Term Loan Agreements [Member] | Prime rate | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate added to base rate (as a percent) | 0.10% | ||||||||||
Term Loan Agreements [Member] | Prime rate | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate added to base rate (as a percent) | 0.20% | ||||||||||
Term Loan Agreements [Member] | SARON | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Description of Variable Rate Basis | SARON | ||||||||||
Term Loan Agreements [Member] | Federal Funds | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt Instrument, Description of Variable Rate Basis | the federal funds effective rate plus ½ of 1% | ||||||||||
Notes purchase agreement two zero two four | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate terms | April 15 and October 15 of each year | ||||||||||
Debt Instrument, Face Amount | $ 472 | SFr 431 | |||||||||
Debt Instrument, Frequency of Periodic Payment | semi-annually on April 15 and October 15 of each year, commencing April 15, 2024, or October 15, 2024 | ||||||||||
Notes purchase agreement two zero two four | Subsequent Event [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 252 | SFr 230 | |||||||||
Amended and restated credit agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum stated leverage ratio | 3.5 | ||||||||||
Minimum interest coverage ratio required | 2.5 | ||||||||||
Adjusted leverage ratio | 4 | ||||||||||
Step down leverage ratio | 0.25% | ||||||||||
Amended and restated credit agreement | Uncommitted incremental facility | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 400 | ||||||||||
Amended and restated credit agreement | Minimum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument issued principal | 600 | ||||||||||
Amended and restated credit agreement | Maximum | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument issued principal | 900 | ||||||||||
2024 Revolving Credit Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Maximum borrowing capacity | $ 804 | ||||||||||
Series 2012A Senior Note Tranche D | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayments of debt | $ 100 |
Debt - Revolving Loan Arrangeme
Debt - Revolving Loan Arrangements (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Revolving lines of credit | |
Total Amount Committed by Lenders | $ 1,050.1 |
Outstanding Borrowings | 255 |
Outstanding Letters of Credit | 150.4 |
Total Amount Available | $ 644.7 |
Amended and restated credit agreement | Domestic Line Of Credit | |
Revolving lines of credit | |
Weighted Average Interest Rate (as a percent) | 0.89% |
Total Amount Committed by Lenders | $ 900 |
Outstanding Borrowings | 255 |
Outstanding Letters of Credit | 0.3 |
Total Amount Available | 644.7 |
Bank guarantees and working capital line | |
Revolving lines of credit | |
Total Amount Committed by Lenders | 150.1 |
Outstanding Letters of Credit | $ 150.1 |
Debt - Currency Swaps (Details)
Debt - Currency Swaps (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Debt | |||
Notional Amount | $ 2,736.2 | $ 1,777.9 | |
Decrease in net interest expense | 4.2 | $ 4.3 | |
U.S. to Swiss Franc cross-currency and interest rate swap agreements | |||
Debt | |||
Notional Amount | 137.3 | ||
U.S. to Euro cross-currency and interest rate swap agreements | |||
Debt | |||
Notional Amount | $ 137.3 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Hierarchy (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Liabilities: | ||
Long-term fixed interest rate debt | $ 747.4 | $ 883.3 |
Recurring basis | ||
Assets: | ||
Time deposits and money market funds | 88.5 | 226.9 |
Interest rate and cross currency swap agreements | 24.4 | 20.3 |
Forward currency contracts | 11.4 | 1.3 |
Embedded derivatives in purchase and delivery contracts | 0 | 1.2 |
Fixed price commodity contracts | 0.4 | 0.3 |
Debt securities available for sale | 1.2 | 1.2 |
Total assets recorded at fair value | 125.9 | 251.2 |
Liabilities: | ||
Contingent consideration | 25.2 | 12.3 |
Hybrid instruments liability | 69.3 | 70.5 |
Liability awards | 0.6 | 0.7 |
Interest rate and cross currency swap agreements | $ 17.8 | 26.8 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | |
Forward currency contracts | $ 1.5 | 0.6 |
Embedded derivatives in purchase and delivery contracts | 0.2 | |
Total liabilities recorded at fair value | 114.6 | 110.9 |
Recurring basis | Quoted Prices in Active Markets Available (Level 1) | ||
Assets: | ||
Time deposits and money market funds | 0 | 0 |
Total assets recorded at fair value | 0 | 0 |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Time deposits and money market funds | 88.5 | 226.9 |
Interest rate and cross currency swap agreements | 24.4 | 20.3 |
Forward currency contracts | 11.4 | 1.3 |
Embedded derivatives in purchase and delivery contracts | 0 | 1.2 |
Fixed price commodity contracts | 0.4 | 0.3 |
Total assets recorded at fair value | 124.7 | 250 |
Liabilities: | ||
Interest rate and cross currency swap agreements | $ 17.8 | $ 26.8 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Forward currency contracts | $ 1.5 | $ 0.6 |
Embedded derivatives in purchase and delivery contracts | 0.2 | |
Total liabilities recorded at fair value | 19.5 | 27.4 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Debt securities available for sale | 1.2 | 1.2 |
Total assets recorded at fair value | 1.2 | 1.2 |
Liabilities: | ||
Contingent consideration | 25.2 | 12.3 |
Hybrid instruments liability | 69.3 | 70.5 |
Liability awards | 0.6 | 0.7 |
Total liabilities recorded at fair value | $ 95.1 | $ 83.5 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Contingent Consideration and Hybrid Instrument Liability (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Contingent consideration | |
Changes in contingent consideration liabilities | |
Balance at December 31, 2023 | $ 12.3 |
Current period additions/Acquisitions | 13.4 |
Current period adjustments | 0.9 |
Current period settlements | (1.2) |
Foreign currency effect | (0.2) |
Balance at March 31, 2024 | 25.2 |
Hybrid instrument | |
Changes in contingent consideration liabilities | |
Balance at December 31, 2023 | 70.5 |
Current period additions/Acquisitions | 0 |
Current period adjustments | 0.5 |
Foreign currency effect | (1.7) |
Balance at March 31, 2024 | $ 69.3 |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments (Additional Information) (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Long-term fixed interest rate debt | $ 747.4 | $ 883.3 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Risk Management (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Embedded derivatives in purchase and delivery contracts | ||
Embedded derivatives in purchase and delivery contracts | ||
Notional amount of derivative purchase contracts | $ 10.8 | $ 25.7 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Balance Sheet (Details) - USD ($) $ in Millions | Mar. 31, 2024 | Dec. 31, 2023 |
Derivative instruments and hedging activities | ||
Derivative Assets (Liabilities) | $ (2.4) | $ (89.6) |
Derivative, Notional Amount | 2,736.2 | 1,777.9 |
Interest rate and cross currency swap agreements | ||
Derivative instruments and hedging activities | ||
Derivative Assets (Liabilities) | 6.6 | (6.5) |
Derivative Asset, Notional Amount | 274.5 | 378.3 |
Designated as hedging instrument | ||
Derivative instruments and hedging activities | ||
Derivative Liability | $ (17.8) | $ (26.8) |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other long-term liabilities | Other long-term liabilities |
Derivative Assets (Liabilities) | $ (12.5) | $ (91.8) |
Derivative Asset, Notional Amount | 1,353.2 | 1,254.3 |
Designated as hedging instrument | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset | $ 12.8 | $ 12 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets |
Designated as hedging instrument | Other assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset | $ 11.6 | $ 8.3 |
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other long-term assets | Other long-term assets |
Designated as hedging instrument | Long-term debt | ||
Derivative instruments and hedging activities | ||
Derivative Assets (Liabilities) | $ (19.1) | $ (85.3) |
Derivative Asset, Notional Amount | 1,078.7 | 876 |
Not designated as hedging instruments | ||
Derivative instruments and hedging activities | ||
Derivative Assets (Liabilities) | 10.1 | 2.2 |
Derivative, Notional Amount | 1,383 | 523.6 |
Not designated as hedging instruments | Forward currency contract | ||
Derivative instruments and hedging activities | ||
Derivative Asset | 11.4 | 1.3 |
Derivative Liability | $ (1.5) | $ (0.6) |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Derivative Asset, Notional Amount | $ 1,008.9 | $ 177.8 |
Derivative Liability, Notional Amount | $ 357 | $ 311.7 |
Not designated as hedging instruments | Forward currency contract | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets |
Not designated as hedging instruments | Embedded derivatives in purchase and delivery contracts | ||
Derivative instruments and hedging activities | ||
Derivative Asset | $ 0 | $ 1.2 |
Derivative Liability | $ (0.2) | $ 0 |
Derivative Liability, Statement of Financial Position [Extensible Enumeration] | Other current liabilities | Other current liabilities |
Derivative Asset, Notional Amount | $ 2.1 | $ 25.6 |
Derivative Liability, Notional Amount | $ 8.7 | $ 0.1 |
Not designated as hedging instruments | Embedded derivatives in purchase and delivery contracts | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets |
Not designated as hedging instruments | Fixed price commodity contracts | ||
Derivative instruments and hedging activities | ||
Derivative Asset | $ 0.4 | $ 0.3 |
Derivative Asset, Notional Amount | $ 6.3 | $ 8.4 |
Not designated as hedging instruments | Fixed price commodity contracts | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset, Statement of Financial Position [Extensible Enumeration] | Other current assets | Other current assets |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Income and Comprehensive Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash Flow Hedging | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | $ 4.2 | $ 4.3 |
Not designated as hedging instruments | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | 0.7 | (0.4) |
Not designated as hedging instruments | Forward currency contract | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | 2 | (0.1) |
Not designated as hedging instruments | Embedded derivatives in purchase and delivery contracts | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | $ (1.3) | $ (0.3) |
Not designated as hedging instruments | Interest and other income (expense), net | Forward currency contract | ||
Derivative instruments and hedging activities | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest and other income (expense), net | Interest and other income (expense), net |
Not designated as hedging instruments | Interest and other income (expense), net | Embedded derivatives in purchase and delivery contracts | ||
Derivative instruments and hedging activities | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest and other income (expense), net | Interest and other income (expense), net |
Designated as hedging instrument | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | $ 62.1 | $ (10.7) |
Designated as hedging instrument | Cash Flow Hedging | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | 1.4 | (3.4) |
Designated as hedging instrument | Cash Flow Hedging | Interest rate and cross currency swap agreements | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | 2.7 | 2.3 |
Designated as hedging instrument | Cash Flow Hedging | Accumulated other comprehensive income | Interest rate and cross currency swap agreements | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | $ 1.4 | $ (3.4) |
Designated as hedging instrument | Cash Flow Hedging | Interest and other income (expense), net | Interest rate and cross currency swap agreements | ||
Derivative instruments and hedging activities | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest and other income (expense), net | Interest and other income (expense), net |
Designated as hedging instrument | Net Investment Hedging | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | $ 4.9 | $ 3.9 |
Designated as hedging instrument | Net Investment Hedging | Interest rate and cross currency swap agreements | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | 1.5 | 2 |
Designated as hedging instrument | Net Investment Hedging | Long-term debt | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | 50.5 | (6.1) |
Designated as hedging instrument | Net Investment Hedging | Accumulated other comprehensive income | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | 60.7 | (7.3) |
Designated as hedging instrument | Net Investment Hedging | Accumulated other comprehensive income | Interest rate and cross currency swap agreements | ||
Derivative instruments and hedging activities | ||
Impact on net income of unrealized gains and losses | $ 10.2 | $ (1.2) |
Designated as hedging instrument | Net Investment Hedging | Interest and other income (expense), net | Interest rate and cross currency swap agreements | ||
Derivative instruments and hedging activities | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Interest and other income (expense), net | Interest and other income (expense), net |
Designated as hedging instrument | Net Investment Hedging | Interest and other income (expense), net | Long-term debt | ||
Derivative instruments and hedging activities | ||
Derivative, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration] | Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest | Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Provision for Income Taxes | |||
Income tax expense (benefit) | $ 19.8 | $ 29.9 | |
Effective tax rates (as a percent) | 27.70% | 28% | |
Unrecognized tax benefits, excluding penalties and interest | $ 60.2 | $ 58.5 | |
Accrued interest and penalties related to uncertain tax positions | 6.9 | $ 5.8 | |
Penalties and interest (benefit) expense relating to unrecognized tax benefits | $ 1.2 | $ 0.5 | |
Statutory tax rate (as a percent) | 21% | ||
Change in tax rate - foreign jurisdictions (as a percent) | 4.30% | ||
Germany | |||
Provision for Income Taxes | |||
Statutory tax rate (as a percent) | 30% | ||
Switzerland | |||
Provision for Income Taxes | |||
Statutory tax rate (as a percent) | 20% |
Earnings Per Share - Computatio
Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Earnings Per Share [Abstract] | ||
Net income attributable to Bruker Corporation | $ 50.9 | $ 76.5 |
Weighted average common shares outstanding: | ||
Weighted average common shares outstanding - basic | 145.2 | 146.8 |
Effect of dilutive securities: | ||
Stock options and restricted stock units | 0.7 | 0.8 |
Weighted average common shares outstanding - diluted | 145.9 | 147.6 |
Net income per common share attributable to Bruker Corporation shareholders: | ||
Basic | $ 0.35 | $ 0.52 |
Diluted | $ 0.35 | $ 0.52 |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive Stock Options (Details) - shares | 3 Months Ended | |
Mar. 31, 2023 | Sep. 30, 2022 | |
Employee Stock Option | ||
Anti-dilutive securities | ||
Number of shares excluded from the computation of diluted earnings per share | 0.2 | 0.2 |
Shareholders' Equity - Share Re
Shareholders' Equity - Share Repurchase and Dividends (Details) - USD ($) $ in Millions | 3 Months Ended | ||||
Mar. 31, 2024 | Mar. 31, 2023 | May 31, 2023 | Aug. 31, 2022 | May 31, 2021 | |
Shareholders' Equity | |||||
Excise tax on stock repurchases | 1% | ||||
May 2021 Repurchase Program | |||||
Shareholders' Equity | |||||
Amount approved for repurchase of common stock | $ 500 | ||||
Common stock repurchased during the period (in shares) | 315,318 | ||||
Aggregate cost of common stock repurchased during the period | $ 22.2 | ||||
Remaining authorization amount for repurchase of common stock | $ 94.4 | ||||
Stock repurchase program expiration date | May 31, 2023 | ||||
May 2023 Repurchase Program | |||||
Shareholders' Equity | |||||
Amount approved for repurchase of common stock | $ 500 | ||||
Common stock repurchased during the period (in shares) | 0 | ||||
Remaining authorization amount for repurchase of common stock | $ 369.9 |
Shareholders' Equity - Expense
Shareholders' Equity - Expense (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 4.8 | $ 4.3 |
Additional information | ||
Weighted average remaining service period | 2 years 2 months 12 days | |
Expected pre-tax stock-based compensation expense | $ 3.1 | |
2016 Incentive Compensation Plan | ||
Additional information | ||
Weighted average remaining service period | 2 years 6 months | |
Expected pre-tax stock-based compensation expense | $ 34.5 | |
Cost of revenues | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 0.4 | 0.3 |
Selling, general and administrative | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 3.9 | 3.6 |
Research and development | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 0.5 | 0.4 |
Other charges, net | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 0.5 | 2.2 |
Employee Stock Option | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 0.4 | 0.4 |
Restricted stock units | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | 4.2 | 3.7 |
Employee Stock Purchase Plan | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Stock-based compensation expense | $ 0.2 | $ 0.2 |
Other Charges, Net - Components
Other Charges, Net - Components of other charges (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring and Related Activities [Abstract] | ||
Information technology transformation costs | $ 0.8 | $ 0.5 |
Restructuring charges | 3.5 | 0.3 |
Acquisition-related expenses, net | 4.1 | 2.9 |
Other | 2.5 | 1.6 |
Other charges, net | $ 10.9 | $ 5.3 |
Other Charges, Net - Restructur
Other Charges, Net - Restructuring Plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Restructuring charges | ||
Restructuring expenses | $ 7.2 | $ 0.5 |
Cost of revenues | ||
Restructuring charges | ||
Restructuring expenses | 3.7 | 0.2 |
Other charges, net | ||
Restructuring charges | ||
Restructuring expenses | $ 3.5 | $ 0.3 |
Other Charges, Net - Restruct_2
Other Charges, Net - Restructuring Reserves (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Changes in the restructuring reserves | ||
Balance at the beginning of the period | $ 13.1 | |
Restructuring charges | 7.2 | $ 0.5 |
Cash payments | (9.1) | |
Other, non-cash adjustments and foreign currency effect | (2.9) | |
Balance at the end of the period | 8.3 | |
Severance | ||
Changes in the restructuring reserves | ||
Balance at the beginning of the period | 9.6 | |
Restructuring charges | 3 | |
Cash payments | (7.2) | |
Other, non-cash adjustments and foreign currency effect | (0.1) | |
Balance at the end of the period | 5.3 | |
Exit Costs | ||
Changes in the restructuring reserves | ||
Balance at the beginning of the period | 2.9 | |
Restructuring charges | 1.4 | |
Cash payments | (1.9) | |
Other, non-cash adjustments and foreign currency effect | 0 | |
Balance at the end of the period | 2.4 | |
Provisions for Excess Inventory | ||
Changes in the restructuring reserves | ||
Balance at the beginning of the period | 0.6 | |
Restructuring charges | 2.8 | |
Cash payments | 0 | |
Other, non-cash adjustments and foreign currency effect | (2.8) | |
Balance at the end of the period | $ 0.6 |
Other Charges, Net - Additional
Other Charges, Net - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Apr. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2023 | |
Restructuring charges | |||||
Restructuring charges | $ 7.2 | $ 0.5 | |||
Severance payment | 9.1 | ||||
Impairment charge against operating lease right of use assets | 1.2 | $ 3.2 | |||
Modification of operating leases | 0 | ||||
Subsequent Event [Member] | |||||
Restructuring charges | |||||
Restructuring charges | $ 7.4 | ||||
Employee Severance [Member] | |||||
Restructuring charges | |||||
Restructuring charges | 3 | ||||
Severance payment | 7.2 | ||||
Employee Severance [Member] | Bruker Cellular Analytics [Member] | |||||
Restructuring charges | |||||
Restructuring charges | 3.9 | $ 14.9 | |||
Severance payment | $ 7 | $ 9.8 |
Interest and Other Income (Ex_3
Interest and Other Income (Expense), Net (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | ||
Interest income | $ 2.6 | $ 1.4 |
Interest expense | (5) | (4.2) |
Impairment of minority investments | 0 | (6.9) |
Exchange gains (losses) on foreign currency transactions | 8.9 | (3.3) |
Pension components | 0.3 | (0.1) |
Other income (expense) | 0 | (3) |
Interest and other income (expense), net | $ 6.8 | $ (16.1) |
Interest and Other Income (Ex_4
Interest and Other Income (Expense), Net - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Other Income and Expenses [Abstract] | ||
Exchange gains (losses) on foreign currency transactions | $ 8.9 | $ (3.3) |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Letters of Credit and Guarantees | ||
Health care insurance liabilities in other accrued liabilities | $ 1,800,000 | |
Legal | ||
Letters of Credit and Guarantees | ||
Material accruals for potential contingencies | $ 0 | $ 0 |
Business Segment Information -
Business Segment Information - Schedule of Revenue, Operating Income and Total Assets by Reportable Segment (Details) - USD ($) $ in Millions | 3 Months Ended | |||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | ||
Business segment information | ||||
Operating (loss) income: | $ 64.8 | $ 122.7 | ||
Assets | 4,506.4 | $ 4,249.9 | ||
Operating segments | ||||
Business segment information | ||||
Assets | 4,365.9 | 4,110.6 | ||
Corporate, eliminations and other | ||||
Business segment information | ||||
Operating (loss) income: | [1] | (26.4) | (19.7) | |
Assets | [2] | (39.8) | (46.7) | |
BSI BioSpin | Operating segments | ||||
Business segment information | ||||
Operating (loss) income: | 31.2 | 47.4 | ||
BSI CALID | Operating segments | ||||
Business segment information | ||||
Operating (loss) income: | 41.1 | 57.6 | ||
BSI NANO | Operating segments | ||||
Business segment information | ||||
Operating (loss) income: | 10.8 | 29.4 | ||
BEST | Operating segments | ||||
Business segment information | ||||
Operating (loss) income: | 8.1 | $ 8 | ||
Assets | $ 180.3 | $ 186 | ||
[1] Represents corporate costs and eliminations not allocated to the reportable segments. Assets not allocated to the reportable segments and eliminations of intercompany transactions. |