Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 25, 2019 | Jun. 30, 2018 | |
Document and Entity Information | |||
Entity Registrant Name | BRUKER CORP | ||
Entity Central Index Key | 1,109,354 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,897,458,856 | ||
Entity Common Stock, Shares Outstanding | 156,741,933 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 322.4 | $ 325 |
Short-term investments | 0 | 114.2 |
Accounts receivable, net | 357.2 | 319.3 |
Inventories | 509.6 | 486.2 |
Other current assets | 115.1 | 114.1 |
Total current assets | 1,304.3 | 1,358.8 |
Property, plant and equipment, net | 270.6 | 266.5 |
Goodwill | 275.7 | 169.8 |
Intangible assets, net | 218.7 | 82.4 |
Deferred tax assets | 50.9 | 57 |
Other long-term assets | 8.4 | 14 |
Total assets | 2,128.6 | 1,948.5 |
Current liabilities: | ||
Current portion of long-term debt | 18.5 | |
Accounts payable | 104.5 | 90.8 |
Customer advances | 124.4 | 111.7 |
Other current liabilities | 351.9 | 322 |
Total current liabilities | 599.3 | 524.5 |
Long-term debt | 322.6 | 415.6 |
Long-term deferred revenue | 38.3 | 48.7 |
Deferred tax liabilities | 51.1 | 24.3 |
Accrued pension | 90.5 | 105.6 |
Other long-term liabilities | 99.1 | 96.3 |
Commitments and contingencies (Note 15) | ||
Redeemable noncontrolling interest | 22.6 | |
Shareholders' equity: | ||
Preferred stock, $0.01 par value 5,000,000 shares authorized, none issued or outstanding at December 31, 2018 and 2017 | ||
Common stock, $0.01 par value 260,000,000 shares authorized, 172,634,220 and 171,875,076 shares issued and 156,609,340 and 155,865,977 outstanding at December 31, 2018 and 2017, respectively | 1.7 | 1.7 |
Treasury stock, at cost, 16,024,880 and 16,009,099 shares at December 31, 2018 and 2017, respectively | (401.5) | (401.2) |
Additional paid-in capital | 176.9 | 155.9 |
Retained earnings | 1,102.5 | 942 |
Accumulated other comprehensive income | 17 | 27 |
Total shareholders' equity attributable to Bruker Corporation | 896.6 | 725.4 |
Noncontrolling interest in consolidated subsidiaries | 8.5 | 8.1 |
Total shareholders' equity | 905.1 | 733.5 |
Total liabilities, redeemable noncontrolling interest and shareholders' equity | $ 2,128.6 | $ 1,948.5 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
CONSOLIDATED BALANCE SHEETS | ||
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 | 172,634,220 | 171,875,076 |
Common stock, shares outstanding | 156,609,340 | 155,865,977 |
Treasury stock, shares | 16,024,880 | 16,009,099 |
CONSOLIDATED STATEMENTS OF INCO
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 1,895.6 | $ 1,765.9 | $ 1,611.3 |
Cost of revenue | 995.6 | 949.9 | 866 |
Gross profit | 900 | 816 | 745.3 |
Operating expenses: | |||
Selling, general and administrative | 444.7 | 415.2 | 389.8 |
Research and development | 173.4 | 161.6 | 147.9 |
Other charges, net | 19.5 | 19.7 | 25.8 |
Total operating expenses | 637.6 | 596.5 | 563.5 |
Operating income | 262.4 | 219.5 | 181.8 |
Interest and other income (expense), net | (17.7) | (21.7) | (4.2) |
Income before income taxes and noncontrolling interest in consolidated subsidiaries | 244.7 | 197.8 | 177.6 |
Income tax provision | 63.7 | 117.5 | 23.1 |
Consolidated net income | 181 | 80.3 | 154.5 |
Net income attributable to noncontrolling interest in consolidated subsidiaries | 1.3 | 1.7 | 0.9 |
Net income attributable to Bruker Corporation | $ 179.7 | $ 78.6 | $ 153.6 |
Net income per common share attributable to Bruker Corporation shareholders: | |||
Basic (in dollars per share) | $ 1.15 | $ 0.50 | $ 0.95 |
Diluted (in dollars per share) | $ 1.14 | $ 0.49 | $ 0.95 |
Weighted average common shares outstanding: | |||
Basic (in shares) | 156.2 | 158.1 | 161.4 |
Diluted (in shares) | 157.2 | 159.1 | 162.2 |
Consolidated net income | $ 181 | $ 80.3 | $ 154.5 |
Foreign currency translation adjustments | (25.5) | 97.1 | (27.6) |
Pension liability adjustments (net of tax of $3.8 million, $2.9 million and $2.1 million, respectively) | 15.3 | 6.5 | (4.4) |
Net comprehensive income | 170.8 | 183.9 | 122.5 |
Less: Comprehensive income attributable to noncontrolling interests | 1.1 | 2.4 | 0.6 |
Comprehensive income attributable to Bruker Corporation | $ 169.7 | $ 181.5 | $ 121.9 |
Dividend declared per common share (in dollars per share) | $ 0.16 | $ 0.16 | $ 0.16 |
Product | |||
Revenue | $ 1,576.6 | $ 1,479.5 | $ 1,345.4 |
Cost of revenue | 801.1 | 787.7 | 711.4 |
Service | |||
Revenue | 311.7 | 278.2 | 254.7 |
Cost of revenue | 193.4 | 160.8 | 150 |
Other | |||
Revenue | 7.3 | 8.2 | 11.2 |
Cost of revenue | $ 1.1 | $ 1.4 | $ 4.6 |
CONSOLIDATED STATEMENTS OF IN_2
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME | |||
Pension liability adjustments, tax | $ 3.8 | $ 2.9 | $ 2.1 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Share Repurchase ProgramsTotal Shareholders' Equity Attributable to Bruker Corporation | Share Repurchase ProgramsCommon Stock | Share Repurchase ProgramsTreasury Stock | Share Repurchase Programs | Other Treasury Stock AcquiredTotal Shareholders' Equity Attributable to Bruker Corporation | Other Treasury Stock AcquiredCommon Stock | Other Treasury Stock AcquiredTreasury Stock | Other Treasury Stock Acquired | Total Shareholders' Equity Attributable to Bruker Corporation | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income | Noncontrolling Interests in Consolidated Subsidiaries | Total |
Balance at beginning of period at Dec. 31, 2015 | $ 726.1 | $ 1.7 | $ (90.9) | $ 102.1 | $ 757.4 | $ (44.2) | $ 6.8 | $ 732.9 | ||||||||
Balance (in shares) at Dec. 31, 2015 | 165,354,180 | 4,290,527 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Restricted shares issued (in shares) | 13,105 | |||||||||||||||
Restricted shares terminated (in shares) | (1,375) | 1,375 | ||||||||||||||
Stock options exercised | 12 | 12 | 12 | |||||||||||||
Stock options exercised (in shares) | 895,078 | |||||||||||||||
Stock based compensation | 9.4 | 9.4 | 9.4 | |||||||||||||
Excess tax benefit related to exercise of stock awards | 1.3 | 1.3 | 1.3 | |||||||||||||
Shares issued for acquisition | 2 | $ 2.1 | (0.1) | 2 | ||||||||||||
Shares issued for acquisition (in shares) | 90,066 | (90,066) | ||||||||||||||
Shares repurchased and treasury stock acquired | $ (160) | $ (160) | $ (160) | $ (0.5) | $ (0.5) | $ (0.5) | ||||||||||
Shares repurchased and treasury stock acquired (in shares) | (6,475,480) | 6,475,480,000,000 | (20,879) | 20,879 | ||||||||||||
Distributions to noncontrolling interests | (0.7) | (0.7) | ||||||||||||||
Cash dividends paid to common stockholders | (25.8) | (25.8) | (25.8) | |||||||||||||
Consolidated net income | 153.6 | 153.6 | 0.9 | 154.5 | ||||||||||||
Other comprehensive income (loss) | (31.7) | (31.7) | (0.3) | (32) | ||||||||||||
Balance at end of period at Dec. 31, 2016 | 686.4 | $ 1.7 | $ (249.3) | 124.7 | 885.2 | (75.9) | 6.7 | 693.1 | ||||||||
Balance (in shares) at Dec. 31, 2016 | 159,854,695 | 10,698,195 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Restricted shares issued (in shares) | 4,053 | |||||||||||||||
Restricted shares terminated (in shares) | (4,053) | |||||||||||||||
Stock options exercised | 20.4 | 20.4 | 20.4 | |||||||||||||
Stock options exercised (in shares) | 1,263,767 | |||||||||||||||
Restricted stock units vested | (0.3) | (0.3) | (0.3) | |||||||||||||
Restricted stock units vested (in shares) | 58,419 | |||||||||||||||
Stock based compensation | 11 | 11 | 11 | |||||||||||||
Excess tax benefit related to exercise of stock awards | 3.6 | 3.6 | 3.6 | |||||||||||||
Shares issued for acquisition | 0.6 | $ 0.5 | 0.1 | 0.6 | ||||||||||||
Shares issued for acquisition (in shares) | 18,110 | (18,110) | ||||||||||||||
Shares repurchased and treasury stock acquired | $ (152.2) | $ (152.2) | $ (152.2) | $ (0.2) | $ (0.2) | $ (0.2) | ||||||||||
Shares repurchased and treasury stock acquired (in shares) | (5,318,063) | 5,318,063 | (6,898) | 6,898 | ||||||||||||
Distributions to noncontrolling interests | (1) | (1) | ||||||||||||||
Cash dividends paid to common stockholders | (25.4) | (25.4) | (25.4) | |||||||||||||
Consolidated net income | 78.6 | 78.6 | 1.7 | 80.3 | ||||||||||||
Other comprehensive income (loss) | 102.9 | 102.9 | 0.7 | 103.6 | ||||||||||||
Balance at end of period at Dec. 31, 2017 | 725.4 | $ 1.7 | $ (401.2) | 155.9 | 942 | 27 | 8.1 | 733.5 | ||||||||
Balance (in shares) at Dec. 31, 2017 | 155,865,977 | 16,009,099 | ||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Restricted shares terminated (in shares) | (6,553) | 6,553 | ||||||||||||||
Stock options exercised | 10.3 | 10.3 | 10.3 | |||||||||||||
Stock options exercised (in shares) | 575,372 | |||||||||||||||
Restricted stock units vested | (0.6) | (0.6) | (0.6) | |||||||||||||
Restricted stock units vested (in shares) | 183,772 | |||||||||||||||
Stock based compensation | 11.3 | 11.3 | 11.3 | |||||||||||||
Stock returned for acquisition | (0.1) | $ (0.1) | (0.1) | |||||||||||||
Shared returned for acquisition (in shares) | (2,123) | 2,123 | ||||||||||||||
Shares repurchased and treasury stock acquired | (0.2) | $ (0.2) | (0.2) | |||||||||||||
Shares repurchased and treasury stock acquired (in shares) | (7,105) | 7,105 | ||||||||||||||
Distributions to noncontrolling interests | (0.9) | (0.9) | ||||||||||||||
Cash dividends paid to common stockholders | (25.1) | (25.1) | (25.1) | |||||||||||||
Adoption impact from new revenue standard | ASC 606 | 5.9 | 5.9 | 0.2 | 6.1 | ||||||||||||
Consolidated net income | 179.7 | 179.7 | 1.3 | 181 | ||||||||||||
Other comprehensive income (loss) | (10) | (10) | (0.2) | (10.2) | ||||||||||||
Balance at end of period at Dec. 31, 2018 | $ 896.6 | $ 1.7 | $ (401.5) | $ 176.9 | $ 1,102.5 | $ 17 | $ 8.5 | $ 905.1 | ||||||||
Balance (in shares) at Dec. 31, 2018 | 156,609,340 | 16,024,880 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Consolidated net income | $ 181 | $ 80.3 | $ 154.5 |
Adjustments to reconcile consolidated net income to cash flows from operating activities: | |||
Depreciation and amortization | 64.9 | 63.9 | 54.3 |
Stock-based compensation expense | 11.3 | 11 | 9.4 |
Deferred income taxes | (15.1) | 28.2 | (22.7) |
Impairment and other non-cash expenses, net | 39.8 | 11.6 | 24.1 |
Changes in operating assets and liabilities, net of acquisitions: | |||
Accounts receivable | (30.5) | (55.5) | (8.4) |
Inventories | (35.5) | (6.6) | (43.2) |
Accounts payable and accrued expenses | 5 | 33.7 | (19.6) |
Income taxes payable | 4 | 5.2 | (26.8) |
Deferred revenue | 7.1 | 4 | 4.9 |
Customer advances | 3.5 | (27.8) | (7.3) |
Other changes in operating assets and liabilities | 4.2 | 6.4 | 11.6 |
Net cash provided by operating activities | 239.7 | 154.4 | 130.8 |
Cash flows from investing activities: | |||
Purchases of short-term investments | (118.5) | (126.5) | |
Maturities of short-term investments | 117 | 186.8 | 165 |
Cash paid for acquisitions, net of cash acquired | (191.6) | (66.3) | (24.3) |
Purchases of property, plant and equipment | (49.2) | (43.7) | (37.1) |
Proceeds from sales of property, plant and equipment | 0.4 | 11.5 | 1.1 |
Net cash used in investing activities | (123.4) | (30.2) | (21.8) |
Cash flows from financing activities: | |||
Repayments of revolving lines of credit | (218.1) | (130) | |
Proceeds from revolving lines of credit | 129.4 | 154 | 146 |
Repayments of Note Purchase Agreement | (20) | ||
Repayment of other debt, net | (4.8) | (0.9) | (0.1) |
Proceeds from issuance of common stock, net | 9.4 | 20 | 11.5 |
Payment of contingent consideration | (2.3) | (3.5) | |
Payment of dividends to common stockholders | (25.1) | (25.4) | (25.8) |
Repurchase of common stock | (152.2) | (160) | |
Cash payments to noncontrolling interest | (0.9) | (1) | (0.7) |
Excess tax benefits related to stock option awards | 1.2 | ||
Net cash used in financing activities | (112.4) | (159) | (27.9) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (6.5) | 17.8 | (6.4) |
Net change in cash, cash equivalents and restricted cash | (2.6) | (17) | 74.7 |
Cash, cash equivalents and restricted cash at beginning of period | 328.9 | 345.9 | 271.2 |
Cash, cash equivalents and restricted cash at end of period | 326.3 | 328.9 | 345.9 |
Supplemental cash flow information: | |||
Cash paid for interest | 11.7 | 15.2 | 12.5 |
Cash paid for taxes | $ 60.5 | $ 53.1 | $ 72.4 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
Description of Business | |
Description of Business | Note 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 two reportable segments, Bruker Scientific Instruments (BSI) , which represented approximately 90% of the Company’s revenues in each of the years ended December 31, 2018 and 2017, and Bruker Energy & Supercon Technologies (BEST) , which represented the remainder of the Company’s revenues. Within BSI, the Company is organized into three operating segments: the Bruker BioSpin Group, the Bruker CALID Group and the Bruker Nano Group. For financial reporting purposes, the Bruker BioSpin, Bruker CALID and Bruker Nano operating segments are aggregated into the BSI reportable segment because each has similar economic characteristics, production processes, service offerings, types and classes of customers, methods of distribution and regulatory environments. Bruker BioSpin - The Bruker BioSpin Group designs, manufactures and distributes enabling life science tools based on magnetic resonance technology. The majority of the Bruker BioSpin Group’s revenues are generated by academic and government research customers. Other customers include pharmaceutical and biotechnology companies and nonprofit laboratories, as well as chemical, food and beverage, clinical and other industrial companies. Bruker CALID (Chemicals, Applied Markets, Life Science, In-Vitro Diagnostics, Detection)— The Bruker CALID Group designs, manufactures and distributes life science 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 Bruker CALID Group 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. Bruker Nano - The Bruker Nano Group 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; and spark optical emission spectroscopy systems. Customers of the Bruker Nano Group include academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies and other businesses involved in materials analysis. The Company's BEST reportable 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, as well as ceramic high temperature superconductors primarily for energy grid and magnet applications. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all majority and wholly‑owned subsidiaries. All intercompany accounts and transactions have been eliminated. Noncontrolling Interests Noncontrolling interests represents the minority shareholders’ proportionate share of the Company’s majority‑owned subsidiaries. The portion of net income or net loss attributable to non‑controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of income and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders’ equity. Redeemable Noncontrolling Interests The Company has an agreement with noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining minority interest at a contractually defined redemption value. These rights are accelerated in certain events. As the redemption is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. Subsequent to the acquisition, the redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Accordingly, at the date of each acquisition, the Company measures the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocates the amounts paid to all items measured. The fair value of identifiable intangible assets acquired are based on valuations that use information and assumptions determined by management and which consider management’s best estimates of inputs and assumptions that a market participant would use. Subsequent Events The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events, or any subsequent events required to be mentioned in the footnotes to the consolidated financial statements. Cash and Cash Equivalents Cash and cash equivalents primarily include cash on hand, money market funds and time deposits with original maturities of three months or less at the date of acquisition. Time deposits represent amounts on deposit in banks and temporarily invested in instruments with maturities of three months or less at the time of purchase. Certain of these investments represent deposits which are not insured by the FDIC or any other government agency. Cash equivalents are carried at cost, which approximates fair value. Short-term Investments Short-term investments represent time and call deposits with original maturities of greater than three months at the date of acquisition. Short-term investments are classified as available-for-sale and are reported at fair value. There were no unrealized gains (losses) recorded as of December 31, 2018 and 2017, as cost approximates current fair value. There were no short-term investments held by the Company as of December 31, 2018. Restricted Cash Restricted cash is included as a component of cash, cash equivalents, and restricted cash on the Company's consolidated statement of cash flows. The Company has certain subsidiaries that are required by local laws and regulations to maintain restricted cash balances to cover future employee benefit payments. Restricted cash balances are classified as non-current unless, under the terms of the applicable agreements, the funds will be released from restrictions within one year from the balance sheet date. The current and non-current portion of restricted cash is recorded within other current assets and other long-term assets, respectively, in the accompanying consolidated balance sheets. The inclusion of restricted cash increased the balances of the consolidated statement of cash flows as follows (dollars in millions): 2018 2017 2016 Beginning Balance $ 3.9 $ 3.5 $ 4.1 Ending Balance $ 3.9 $ $ 3.5 Derivative Financial Instruments and Hedging Activities All derivatives, whether designated in a hedging relationship or not, are recorded on the consolidated balance sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge, cash flow hedge, foreign currency hedge or a hedge of a net investment in a foreign operation. Fair Value of Financial Instruments The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows: · Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option‑pricing models and the excess earnings method. The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost). The Company’s financial instruments consist primarily of cash equivalents, short-term investments, restricted cash, derivative instruments consisting of forward foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and sale contracts, derivatives embedded within noncontrolling interests, accounts receivable, accounts payable, contingent consideration and long-term debt. The carrying amounts of the Company’s cash equivalents, short-term investments and restricted cash, accounts receivable, borrowings under a revolving credit agreement and accounts payable approximate fair value because of their short‑term nature. Derivative assets and liabilities are measured at fair value on a recurring basis. The Company’s long‑term debt consists principally of a private placement arrangement entered into in 2012 with various fixed interest rates based on the maturity date and borrowings under a revolving credit agreement. The Company has evaluated the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash, cash equivalents, short-term investments, derivative instruments, accounts receivables and restricted cash. The risk with respect to cash, cash equivalents and short-term investments is minimized by the Company’s policy of investing in short-term financial instruments issued by highly‑rated financial institutions. The risk with respect to derivative instruments is minimized by the Company’s policy of entering into arrangements with highly‑rated financial institutions. The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company’s customers. The Company performs periodic credit evaluations of its customers’ financial condition and generally requires an advanced deposit for a portion of the purchase price. Credit losses have been within management’s expectations and the allowance for doubtful accounts totaled $3.8 million and $4.7 million as of December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, no single customer represented 10% or more of the Company’s accounts receivable. For the years ended December 31, 2018, 2017 and 2016, no single customer represented 10% or more of the Company’s total revenue. Inventories Components of inventory include raw materials, work‑in‑process, demonstration units and finished goods. Demonstration units include systems which are located in the Company’s demonstration laboratories or installed at the sites of potential customers and are considered available for sale. Finished goods include in‑transit systems that have been shipped to the Company’s customers, but not yet installed and accepted by the customer. All inventories are stated at the lower of cost and net realizable value. Cost is determined principally by the first‑in, first‑out method for a majority of subsidiaries and by average‑cost for certain other subsidiaries. The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into consideration usage in the preceding twelve months, expected demand, technological obsolescence and other information including the physical condition of demonstration inventories. The Company records a charge to cost of product revenue for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement of inventories, such as inbound freight charges and purchasing and receiving costs, are capitalized as part of inventory and are also included in the cost of product revenue line item within the consolidated statements of income and comprehensive income. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This guidance eliminates the measurement of inventory at market value, and inventory is now measured at the lower of cost and net realizable value. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted ASU No. 2015-11 on a prospective basis in the first quarter of 2017. Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Major improvements that extend the useful lives of such assets are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of income and comprehensive income. Depreciation and amortization are calculated on a straight‑line basis over the estimated useful lives of the assets as follows: Buildings 25-40 years Machinery and equipment 3-10 years Computer equipment and software 3-5 years Furniture and fixtures 3-10 years Leasehold improvements Lesser of 15 years or the remaining lease term Goodwill and Intangible Assets Goodwill and indefinite‑lived intangible assets are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill and indefinite‑lived intangible assets, the Company must make assumptions regarding the estimated future cash flows, and other factors, to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined. The Company tests goodwill for impairment at the reporting unit level, which is the operating segment or one level below an operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the two‑step quantitative assessment. If as a result of the qualitative assessment, it is more‑likely‑than‑not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the first step involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines fair value of reporting units using a weighting of both the market and the income methodologies. Estimating the fair value of the reporting units requires significant judgment by management. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Company performs the second step of the goodwill impairment test to measure the amount of the impairment. In the second step of the goodwill impairment test the Company compares the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. In process research and development, or IPR&D, acquired as part of business combinations under the acquisition method represents ongoing development work associated with enhancements to existing products, as well as the development of next generation products. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment on an annual basis, or when indicators of impairment are identified. When the IPR&D project is complete, it is reclassified as a finite‑lived intangible asset and is amortized over its estimated useful life. If an IPR&D project is abandoned before completion or is otherwise determined to be impaired, the value of the asset or the amount of the impairment is charged to the consolidated statements of income and comprehensive income in the period the project is abandoned or impaired. Intangible assets with a finite useful life are amortized on a straight‑line basis over their estimated useful lives as follows: Existing technology and related patents 3-15 years Customer and distributor relationships 5-15 years Trade names 5-15 years Impairment of Long-Lived Assets Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the quoted market price, if available or the estimated fair value of those assets are less than the assets’ carrying value and are not recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values. Impairment losses are charged to the consolidated statements of income and comprehensive income for the difference between the fair value and carrying value of the asset. Warranty Costs and Deferred Revenue The Company typically provides a one year parts and labor warranty with the purchase of equipment. The anticipated cost for this warranty is accrued upon recognition of the sale and is included as a current liability on the accompanying consolidated balance sheets. The Company’s warranty reserve reflects estimated material and labor costs for potential product issues for which the Company expects to incur an obligation. The Company’s estimates of anticipated rates of warranty claims and costs are primarily based on historical information. The Company assesses the adequacy of the warranty reserve on a quarterly basis and adjusts the amount as necessary. If the historical data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required. The Company also offers to its customers extended warranty and service agreements extending beyond the initial warranty for a fee. These fees are recorded as deferred revenue and recognized ratably into income over the life of the extended warranty contract or service agreement. Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements. This guidance prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company includes accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax expense. Customer Advances The Company typically requires an advance deposit under the terms and conditions of contracts with customers. These deposits are recorded as a current or long-term liability until revenue is recognized on the specific contract in accordance with the Company’s revenue recognition policy. Revenue Recognition 2018 Policy under ASC 606: The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The key elements of ASC 606 are: 1) identifying a contract with the customer; 2) identifying the performance obligations in the contract; 3) determining the transaction price; 4) allocating the transaction price to the performance obligations in the contract; and 5) recognizing revenue when (or as) each performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations, most commonly due to providing additional goods or services along with a system, such as installation, accessories, parts and services. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service being provided to the customer. The Company’s best evidence of standalone selling price is its normal selling pricing and discounting practices for the specific product or service when sold on a standalone basis. Alternatively, when not sold separately, the Company may determine standalone selling price using an expected cost plus a margin approach. The Company analyzes its selling prices used in the allocation of the transaction price, at a minimum, on an annual basis. Selling prices will be analyzed more frequently if a significant change in the Company’s business or other factors necessitate more frequent analysis or the Company experiences significant variances in its selling prices. The Company’s performance obligations are typically satisfied at a point in time, most commonly either on shipment or customer acceptance. Certain performance obligations, such as maintenance contracts and extended warranty, are recognized over time based on the contractual obligation period. In addition, certain arrangements to provide more customized deliverables may be satisfied over time based on the extent of progress towards completion. For performance obligations recognized over time, revenue is measured by progress toward completion of the performance obligation that reflects the transfer of control. Typically, progress is measured using a cost-to-cost method based on cost incurred to date relative to total estimated costs upon completion as this best depicts the transfer of control to the customer. Application of the cost-to-cost method requires the Company to make reasonable estimates of the extent of progress toward completion and the total costs the Company expects to incur. Losses are recorded immediately when the Company estimates that contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue recognition. The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative costs. Amounts billed to customers in connection with these costs are included in total revenues. When control of the goods transfers prior to the completion of the Company’s obligation to ship the products to its customers, the Company has elected the practical expedient to account for the shipping services as a fulfillment cost. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period is one year or less or the amount is immaterial. The Company excludes from the transaction price all taxes assessed by a governmental authority on revenue-producing transactions that are collected by the Company from a customer. The Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, the Company is required to assess when it can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. For systems that require installation and where system revenue is recognized upon shipment, the standalone selling price of installation is deferred until customer acceptance. Revenue from accessories and parts is generally recognized based on shipment. Service revenue is recognized as the services are performed or ratably over the contractual obligation and includes maintenance contracts, extended warranties, training, application support and on-demand services. When products are sold through an independent distributor or a strategic distribution partner, the Company recognizes the system sale upon transfer of control which is typically on shipment. When the Company is responsible for installation, the standalone selling price of installation is deferred until customer acceptance. The Company’s distributors do not have price protection rights or rights of return; however, the Company’s products are typically warranted to be free from defect for a period of one year. The Company requires an advance deposit based on the terms and conditions of contracts with customers for many of its contracts. Typically, revenue is recognized within one year of receiving an advance deposit. The Company does not have any material payment terms that extend beyond one year. For contracts where an advance payment is received greater than one year from expected revenue recognition, or a portion of the payment due extends beyond one year, the Company determined it does not constitute a significant financing component. There is minimal variable consideration included in the transaction price of the Company’s contracts. Other revenues are primarily comprised of development arrangements recognized on a cost-plus-fixed-fee basis and licensing arrangements recognized either when the licenses are provided or ratably over the contract term depending on the nature of the arrangement. Contract Assets and Liabilities Contract assets represent unbilled receivables when revenue recognized exceeds the amount billed to the customer, and the right to payment is not just subject to the passage of time. Contract assets typically result from system revenue recorded where a portion of the transaction price is not billable until a future event, such as customer acceptance, or from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis as revenue exceeds the amount billed to the customer. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of customer advances, deferred revenue and billings in excess of revenue from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis. Contract liabilities are classified as current or long-term based on the timing of when the Company expects to recognize revenue. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. 2017 & 2016 Policy under ASC 605: The Company recognized revenue from systems sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss has been transferred to the customer and collectability of the resulting receivable is reasonably assured. Title and risk of loss generally transfers upon shipment, or for certain systems, based upon customer acceptance for a system that has been delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, the Company is required to assess when it can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. When products are sold through an independent distributor or a strategic distribution partner who assumes responsibility for installation, the Company recognizes the system sale when the product has been shipped and title and risk of loss have been transferred to the distributor. The Company’s distributors do not have price protection rights or rights of return; however, the Company’s products are typically warranted to be free from defect for a period of one year. Revenue is deferred until cash is received when collectability is not reasonably assured or when the price is not fixed or determinable. For transactions that include multiple elements, arrangement consideration was allocated to each element using the fair value hierarchy as required by ASU No. 2009-13. The Company limits the amount of revenue recognized for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations, or subject to customer-specific return or refund privileges. The Company determines the fair value of its products and services based upon vendor specific objective evidence (“VSOE”). The Company determines VSOE based on its normal selling pricing and discounting practices for the specific product or service when sold on a stand-alone basis. In determining VSOE, the Company’s policy requires a substantial majority of selling prices for a product or service to be within a reasonably narrow range. The Company also considers the class of customer, method of distribution and the geographies into which products and services are being sold when determining VSOE. If VSOE cannot be established, the Company attempts to establish the selling price based on third-party evidence (“TPE”). VSOE cannot be established in instances where a product or service has not been sold separately, stand-alone sales are too infrequent or product pricing is not within a sufficiently narrow range. TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company cannot determine VSOE or TPE, it uses estimated selling price (“ESP”) in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would typically transact a stand-alone sale of the product or service. ESP is determined by considering a number of factors including the Company’s pricing policies, internal costs and gross profit objectives, method of distribution, market research and information, recent technological trends, competitive landscape and geographies. The Company analyzes the selling prices used in its allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices will be analyzed more frequently if a significant change in the Company’s business or other factors necessitate more frequent analysis or if the Company experiences significant variances in its selling prices. Revenue from accessories and parts is generally recognized based on shipping terms. Service revenue is recognized as the services are performed or ratably over the contractual obligation and includes maintenance contracts, extended warranty, training, application support and on-demand services. The Company also has contracts for which it applies the percentage-of-completion model and completed contract model of revenue recognition. Application of the percentage-of-completion method requires the Company to make reasonable estimates of the extent of progress toward completion of the contract and the total costs the Company will incur under the contract and losses are recorded immediately when we estimate that contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue recognition. Other revenues are primarily comprised of development arrangements recognized on a cost-plus-fixed-fee basis and licensing arrangements recognized ratably over the term of the related contracts. Shipping and Handling Costs The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative expenses in the accompanying consolidated statements of income and comprehensive income. Shipping and handling costs were $25.2 million, $23.2 million and $21.3 million in the years ended December 31, 2018, 2017 and 2016, respectively. Amounts billed to customers in connection with these costs are included in total revenues. Research and Development The Company commits substantial capital and resources to internal and collaborative research and development projects in order to provide innovative products and solutions to their customers. The Company conducts research primarily to enhance system performance and improve the reliability of existing products, and to develop revolutionary new products and solutions. Research and development costs are expensed as incurred and include salaries, wages and other personnel related costs, material costs and depreciation, consulting costs and facility costs. Capitalized Software Purchased software is capitalized at cost and is amortized over the estimated useful life, which is generally three years. Software developed for use in the Company’s products is expensed as incurred to research and development expense until technological feasibility is achieved. Subsequent to the achievement of technological feasibility, amounts are capitalizable; however, to date such amounts have not been material. Advertising The Company expenses advertising costs as incurred. Advertising expenses were $14.4 million, $14.0 million and $12.7 million during the years ended December 31, 2018, 2017 and 2016, respectively. Stock‑Bas |
Revenue
Revenue | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Revenue | Note 3—Revenue In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, which supersedes the revenue recognition requirements under Accounting Standards Codification (ASC) Topic 605. The new guidance was the result of a joint project between the FASB and the International Accounting Standards Board to clarify the principles for recognizing revenue and to develop common revenue standards for U.S. GAAP and International Financial Reporting Standards. The core principle of the new guidance is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance was effective as of January 1, 2018 and was applied on a modified retrospective basis. The Company elected the practical expedient and only evaluated contracts for which substantially all revenue had not been recognized under ASC 605 with the cumulative effect of the new guidance recorded as of the date of initial application. The impact of adoption was an increase to beginning retained earnings of $6.1 million, net of $2.1 million related to taxes. The adoption impact was primarily due to the change in license revenue being recognized at a point in time under ASC 606 rather than over time as it was recognized under ASC 605. The difference between ASC 606 and ASC 605 was not material to the year ended December 31, 2018. The following table presents the Company’s revenues by Group for the year ended December 31, 2018 (dollars in millions): 2018 Revenue by Group: Bruker BioSpin $ 591.1 Bruker CALID 547.8 Bruker Nano 568.1 BEST 194.8 Eliminations (6.2) Total revenue $ 1,895.6 Revenue for the Company recognized at a point in time versus over time is as follows for the year ended December 31, 2018 (dollars in millions): 2018 Revenue recognized at a point in time $ 1,716.8 Revenue recognized over time 178.8 Total revenue $ 1,895.6 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 December 31, 2018, remaining performance obligations were approximately $1,054.4 million. The Company expects to recognize revenue on approximately 84.3% of the remaining performance obligations over the next twelve months and the remaining performance obligations primarily within one to three years. Contract Balances The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and deferred revenue, customer deposits and billings in excess of revenue recognized (contract liabilities) on the Company’s 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 generally classified as other current assets in the consolidated balance sheets. The balance of contract assets as of December 31, 2018 and January 1, 2018, the date of adoption of ASC 606, was $25.9 million and $12.8 million, respectively. The increase in the contract asset balance during the twelve-month period ended December 31, 2018 is primarily a result of foreign currency translation and contracts that have been recognized as revenue during the twelve month period ending December 31, 2018 for which billing cannot contractually occur as of December 31, 2018. 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 consolidated balance sheet based on the timing of when revenue recognition is expected. As of December 31, 2018 and January 1, 2018, the date of adoption of ASC 606, contract liabilities were $288.5 million and $291.3 million, respectively. The decrease in the contract liability balance during the twelve-month period ended December 31, 2018 is primarily a result of satisfying performance obligations and foreign currency translation which were offset in part by new cash payments received and additions due to recent acquisitions. Approximately $171.0 million of the contract liability balance on January 1, 2018, the date of adoption of ASC 606, was recognized as revenue during the twelve-month period ended December 31, 2018. |
Acquisitions
Acquisitions | 12 Months Ended |
Dec. 31, 2018 | |
Acquisitions | |
Acquisitions | Note 4—Acquisitions 2018 During the year ended December 31, 2018, the Company completed various acquisitions that collectively complemented the Company's existing product offerings or added aftermarket and software capabilities to the Company's existing businesses. The following table reflects the components and preliminary fair value allocations of the consideration transferred in connection with the 2018 acquisitions and the respective reporting segment for each of the acquisitions (dollars in millions): Company acquired Anasys JPK Mestrelab Hain Alicona Reportable segment assigned BSI BSI BSI BSI BSI Consideration Transferred: Cash paid $ 27.0 $ 16.6 $ 11.2 $ 76.6 $ 55.4 Cash acquired — (0.2) (1.9) (3.4) (1.4) Contingent consideration 5.3 4.3 — — — Total consideration transferred $ 32.3 $ 20.7 $ 9.3 $ 73.2 $ 54.0 Allocation of Consideration Transferred: Inventories $ 2.8 $ 3.0 $ — $ 9.7 $ 10.1 Accounts receivable 0.8 1.8 2.4 5.9 3.7 Other current and non-current assets 1.1 0.7 0.8 1.5 2.0 Property, plant and equipment — — 0.1 2.3 1.5 Intangible assets: Technology 7.3 7.0 4.9 38.1 15.2 Customer relationship 8.0 7.5 4.7 38.6 19.8 Backlog 1.8 1.1 — — 2.3 Trade name 0.6 0.6 0.5 3.9 1.9 Goodwill 16.6 8.0 12.5 42.3 19.3 Deferred taxes, net (3.2) (4.9) (2.5) (19.6) (9.1) Liabilities assumed (3.5) (4.1) (1.3) (15.0) (6.5) Assumed debt — — — (11.3) (6.2) Redeemable noncontrolling interest — — — (23.2) — Hybrid instrument liability — — (12.8) — — Total consideration transferred $ 32.3 $ 20.7 $ 9.3 $ 73.2 $ 54.0 The impact of all 2018 acquisitions, individually and collectively, on revenues, net income and total assets was not material. Pro forma financial information reflecting all acquisitions has not been presented because the impact, individually and collectively, on revenues, net income and total assets is not material. Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes. Anasys On April 8, 2018, the Company acquired a 100% interest in Anasys Instruments Corp. (“Anasys”), a privately held company, for a purchase price of $27.0 million with the potential for additional consideration of up to $9.6 million based on revenue achievements in 2019 and 2020. Anasys develops and manufactures nanoscale infrared spectroscopy and thermal measurement instruments. Anasys is located in Santa Barbara, California and was integrated into the Bruker Nano Group within the BSI reportable segment. The preliminary fair value allocation included contingent consideration in the amount of $5.3 million, which represented the estimated fair value of future payments to the former shareholders of Anasys based on Anasys achieving annual revenue targets for the years 2019 and 2020. The Company completed the fair value allocation in the fourth quarter of 2018. The amortization period for all intangible assets acquired in connection with Anasys is eight years, except for backlog which will be amortized over one year. JPK On July 11, 2018, the Company acquired a 100% interest in JPK Instruments AG (“JPK”), a privately held company, for a purchase price of Euro 14.2 million (approximately $16.6 million), with the potential for additional consideration of up to Euro 4.3 million (approximately $5.0 million) based on various operational achievements throughout 2019 and 2020. JPK adds in-depth expertise in live-cell imaging, cellular mechanics, adhesion, and molecular force measurements, optical trapping, and biological stimulus-response characterization to Bruker’s capabilities. JPK is located in Berlin, Germany and was integrated into the Bruker Nano Group within the BSI reportable segment. The preliminary fair value allocation included contingent consideration in the amount of $4.3 million, which represented the estimated fair value of future payments to the former shareholders of JPK based on JPK achieving various operational achievements for the years 2019 and 2020. The Company expects to complete the fair value allocation in the second quarter of 2019. The amortization period for all intangible assets acquired in connection with JPK is eight years, except for backlog which will be amortized over one year. Mestrelab On October 1, 2018, Bruker acquired a 24.9% interest in Mestrelab Research, S.L. (“Mestrelab”) for a purchase price of Euro 4.7 million (approximately $5.4 million) and acquired an additional 26.1% interest on December 4, 2018 for a purchase price of Euro 5.2 million (approximately $5.9 million). The Company has options that can be exercised after 2022 to acquire the remaining 49%. Mestrelab adds in-depth expertise to assist in advancing chemistry software that handles spectroscopic data and extracts and manages chemical information from a variety of analytical techniques, including, for example, NMR and mass spectrometry. Mestrelab is located in Santiago de Compostela, Spain and was integrated into the Bruker BioSpin Group within the BSI reportable segment. The Company expects to complete the fair value allocation during 2019. The amortization period for all intangible assets acquired in connection with Mestrelab is nine years, except for customer relationships which will be amortized over ten years. 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 49% of Mestrelab for cash at a contractually defined redemption value. These rights (embedded derivative) are exercisable beginning in 2022 and can be accelerated, at a discounted redemption value, upon certain events related to post combination services. As the option is tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet. Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested. Hain On October 15, 2018, Bruker acquired an 80% interest in Hain Lifescience GmbH (“Hain”) for a purchase price of Euro 66 million (approximately $76.4 million) and has options to acquire the remaining 20% exercisable after 2022. Hain is an infectious disease specialist with a broad range of molecular diagnostics solutions for the detection of microbial and viral pathogens, as well as for molecular antibiotic resistance testing. Hain is located in Nehren, Germany and was integrated into the Bruker CALID Group within the BSI reportable segment. The Company expects to complete the fair value allocation during 2019. The amortization period for all intangible assets acquired in connection with Hain is 15 years. Concurrent with the acquisition, the Company entered into an agreement with the noncontrolling interest holders that provided the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, the remaining 20% of Hain for cash at a contractually defined redemption value. These rights are accelerated in certain events. As the redemption of is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. The agreement establishes a redemption price floor of Euro 16.7 million (approximately $19.4 million). Beginning in 2022, the redemption price is capped at Euro 46 million and increases by Euro 6 million each year thereafter if unexercised by either party. Subsequent to the acquisition, the redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. Alicona On December 17, 2018, Bruker acquired a 100% interest in Agapetus GmbH (“Alicona”) for a purchase price of Euro 48.9 million (approximately $55.4 million). Alicona is a provider of optical-based metrology products. Alicona is located in Graz, Austria and was integrated into the Bruker Nano Group within the BSI reportable segment. The Company expects to complete the fair value allocation during 2019. The amortization period for the intangible assets acquired in connection with Alicona is 8 years for the customer relationships and technology intangible assets, 12 years for the trade name intangible asset and 1 year for the backlog intangible asset. Other Acquisitions In addition to the acquisitions noted above, in the year ended December 31, 2018, the Company completed various other acquisitions that collectively complemented the Company's existing product offerings or added aftermarket and software capabilities to the Company's existing businesses. The total consideration transferred for the additional acquisitions was $12.7 million. 2017 & 2016 In the years ended December 31, 2017 and 2016, the Company completed various acquisitions that collectively complemented the Company's existing product offerings or added aftermarket and software capabilities to the Company's existing microbiology business. The impact of these acquisitions, individually and collectively, on revenues, net income and total assets was not material in either year. Pro forma financial information reflecting these acquisitions were not been presented because the impact, individually and collectively, on revenues, net income and total assets is not material. Amounts allocated to goodwill that are attributable to expected synergies are not expected to be deductible for tax purposes. The following tables reflect the consideration transferred and the respective reporting segment for each of the acquisitions: Name of Acquisition Date Acquired Segment Consideration Cash Consideration InVivo Biotech Svs GmbH. January 2, 2017 BSI $ 9.1 $ 9.1 Hysitron, Incorporated January 23, 2017 BSI 28.8 27.2 Luxendo GmbH May 5, 2017 BSI 21.9 18.8 Other Various BSI 11.5 11.2 $ 71.3 $ 66.3 Name of Acquisition Date Acquired Segment Consideration Cash Consideration Oxford Instruments Superconducting Wire LLC (OST) November 17, 2016 BEST $ 15.9 $ 15.9 Other Various BSI 15.5 8.4 $ 31.4 $ 24.3 Luxendo On May 5, 2017, the Company acquired 100% of the shares of Luxendo GmbH ("Luxendo"), a privately held spin-off of the European Molecular Biology Laboratory, for a purchase price of Euro 17 million (approximately $18.8 million), with the potential for additional consideration based on revenue achievements in 2018 through 2021. Luxendo is a developer and manufacturer of proprietary light-sheet fluorescence microscopy instruments. Luxendo is located in Heidelberg, Germany and was integrated into the Bruker Nano Group within the BSI reportable segment. The fair value allocation included contingent consideration in the amount of $3.1 million, which represented the estimated fair value of future payments to the former shareholders of Luxendo based on achieving annual revenue targets for the years 2018 through 2021. The Company completed the fair value allocation in the third quarter of 2017. The amortization period for intangible assets acquired in connection with the acquisition of Luxendo is 10 years for trade names and 7 years for technology. Hysitron On January 23, 2017, the Company acquired 100% of the shares of Hysitron, Incorporated ("Hysitron"). The acquisition adds Hysitron's nanomechanical testing instruments to the Company's existing portfolio of atomic force microscopes, surface profilometers, and tribology and mechanical testing systems. Hysitron is included in the Bruker Nano Group within the BSI reportable segment. The fair value allocation included contingent consideration in the amount of $1.6 million, which represented the estimated fair value of future payments to the former shareholders of Hysitron based on achieving annual revenue targets for the years 2017 through 2018. The Company completed the fair value allocation in the second quarter of 2017. The maximum potential future payments related to the contingent consideration is $10 million. The amortization period for intangible assets acquired in connection with Hysitron is 7 years for customer relationships, trademarks and other intangibles and 5 years for existing technology. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | Note 5—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 and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at December 31, 2018 and 2017 (in millions): Quoted Prices Significant in Active Other Significant Markets Observable Unobservable Available Inputs Inputs December 31, 2018 Total (Level 1) (Level 2) (Level 3) Assets: Foreign exchange contracts $ 0.2 $ — $ 0.2 $ — Embedded derivatives in purchase and delivery contracts 0.4 — 0.4 — Total assets recorded at fair value $ 0.6 $ — $ 0.6 $ — Liabilities: Contingent consideration $ 15.1 $ — $ — $ 15.1 Hybrid instrument liability 12.9 — — 12.9 Foreign exchange contracts 2.8 — 2.8 — Embedded derivatives in purchase and delivery contracts 0.9 — 0.9 — Fixed price commodity contracts 0.5 — 0.5 — Total liabilities recorded at fair value $ 32.2 $ — $ 4.2 $ 28.0 Quoted Prices Significant in Active Other Significant Markets Observable Unobservable Available Inputs Inputs December 31, 2017 Total (Level 1) (Level 2) (Level 3) Assets: Foreign exchange contracts $ 4.5 $ — $ 4.5 $ — Embedded derivatives in purchase and delivery contracts 0.9 — 0.9 — Fixed price commodity contracts 0.8 — 0.8 — Total assets recorded at fair value $ 6.2 $ — $ 6.2 $ — Liabilities: Contingent consideration $ 12.7 $ — $ — $ 12.7 Foreign exchange contracts 0.1 — 0.1 — Embedded derivatives in purchase and delivery contracts 2.9 — 2.9 — Total liabilities recorded at fair value $ 15.7 $ — $ 3.0 $ 12.7 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 fair value of the long-term fixed interest rate debt, which has been classified as Level 2, was $228.8 million and $231.3 million at December 31, 2018 and 2017, respectively, based on market and observable sources with similar maturity dates. 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 during the years ended December 31, 2018 and 2017. Excluded from the table above are restricted cash and short-term investments related to time and call deposits. The Company has a program to enter into time deposits with varying maturity dates ranging from one to twelve months, as well as call deposits for which the Company has the ability to redeem the invested amounts over a period of 95 days. The Company has classified these investments within cash and cash equivalents or short-term investments within the consolidated balance sheets based on call and maturity dates and these are not subject to fair value measurement. The following tables set forth the balances of restricted cash and short-term investments as of December 31, 2018 and 2017 (in millions): 2018 2017 Restricted Cash $ 3.9 $ 3.9 Short-term Investments — 114.2 On a quarterly basis, the Company reviews its short-term investments to determine if there have been any events that could create an impairment. None were noted for the years ended December 31, 2018 and 2017. As part of certain acquisitions, the Company recorded contingent consideration liabilities that have been classified as Level 3 in the fair value hierarchy. The contingent consideration represents the estimated fair value of future payments to the former shareholders of certain acquired companies 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 considerations 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. The following table sets forth the changes in contingent consideration liabilities for the years ended December 31, 2018 and 2017 (in millions): Balance at December 31, 2016 $ 16.6 Current period additions 5.0 Current period adjustments 2.3 Current period settlements (11.7) Foreign currency effect 0.5 Balance at December 31, 2017 12.7 Current period additions 9.9 Current period adjustments (1.9) Current period settlements (5.5) Foreign currency effect (0.1) Balance at December 31, 2018 $ 15.1 As part of the Mestrelab 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 49% of Mestrelab for cash at a contractually defined redemption value. These rights (embedded derivative) are exercisable beginning in 2022 and can be accelerated, at a discounted redemption value, upon certain events related to post combination services. As the option is tied to continued employment, the Company classified the hybrid instrument (noncontrolling interest with an embedded derivative) as a long-term liability on the consolidated balance sheet. Subsequent to the acquisition, the carrying value of the hybrid instrument is remeasured to fair value with changes recorded to stock-based compensation expense in proportion to the requisite service period vested. The hybrid instrument is classified as Level 3 in the fair value hierarchy The following table sets forth the changes in hybrid instrument liability for the year ended December 31, 2018 (dollars in millions): Balance at December 31, 2017 $ — Current period additions 12.9 Balance at December 31, 2018 $ 12.9 |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable | |
Accounts Receivable | Note 6—Accounts Receivable The following is a summary of accounts receivable, net at December 31, (in millions): 2018 2017 Gross accounts receivable $ 361.0 $ 324.0 Allowance for doubtful accounts (3.8) (4.7) Accounts receivable, net $ 357.2 $ 319.3 The allowance for doubtful accounts is based on a number of factors, including an evaluation of customer credit worthiness, the age of the outstanding receivable, economic trends and historical experience. Provisions for doubtful accounts are recorded in selling, general and administrative expenses in the accompanying consolidated statements of income and comprehensive income. The following is a summary of the activity in the Company’s allowance for doubtful accounts at December 31, (in millions): Balance at Additions Deductions Foreign Beginning of Charged to Amounts Currency Balance at Period Expense Written Off Impact End of Period 2018 $ 4.7 $ 0.7 $ (1.7) $ 0.1 $ 3.8 2017 7.9 0.5 (4.4) 0.7 4.7 2016 9.1 0.9 (2.0) (0.1) 7.9 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventories | |
Inventories | Note 7—Inventories Inventories consisted of the following at December 31, (in millions): 2018 2017 Raw materials $ 164.5 $ 152.0 Work-in-process 182.4 183.1 Finished goods 94.8 96.6 Demonstration units 67.9 54.5 Inventories $ 509.6 $ 486.2 Finished goods include in‑transit systems that have been shipped to the Company’s customers but not yet installed and accepted by the customer. As of December 31, 2018 and 2017, inventory‑in‑transit was $38.3 million and $41.4 million, respectively. |
Property, Plant and Equipment,
Property, Plant and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment, Net | |
Property, Plant and Equipment, Net | Note 8—Property, Plant and Equipment, Net The following is a summary of property, plant and equipment, net by major asset class at December 31, (in millions): 2018 2017 Land $ 26.8 $ 28.1 Building and leasehold improvements 299.2 294.8 Machinery, equipment, software and furniture and fixtures 366.4 364.9 692.4 687.8 Less accumulated depreciation and amortization (421.8) (421.3) Property, plant and equipment, net $ 270.6 $ 266.5 Depreciation expense, which includes the amortization of leasehold improvements, for the years ended December 31, 2018, 2017 and 2016 was $36.0 million, $34.3 million and $32.6 million, respectively. There were no impairment charges in the year ended December 31, 2018. During the years ended December 31, 2017 and 2016, the Company recorded impairment charges of $1.1 million and $0.8 million, respectively, representing the write down to fair value of certain property, plant and equipment, net related to restructuring and outsourcing activities undertaken during the respective years. These impairment charges are recorded within other charges, net in the accompanying consolidated statements of income and comprehensive income. Please see Note 18—other charges, net, for additional details on the restructuring activities. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | Note 9—Goodwill and Intangible Assets Goodwill The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2018, 2017 and 2016 (in millions): Balance at December 31, 2015 $ 130.6 Current period additions/adjustments 1.0 Foreign currency impact (1.0) Balance at December 31, 2016 130.6 Current period additions/adjustments 33.8 Foreign currency impact 5.4 Balance at December 31, 2017 169.8 Current period additions/adjustments 109.0 Foreign currency impact (3.1) Balance at December 31, 2018 $ 275.7 At December 31, 2018, 2017 and 2016, all goodwill was allocated within the BSI Segment. The Company performed its annual impairment evaluation using a quantitative approach at December 31, 2018 and a qualitative approach at December 31, 2017 and 2016 and concluded it was more likely than not that goodwill has not been impaired. Based on the most recent quantitative analysis the fair values of each of the Company’s reporting units was significantly greater than their carrying amounts and, therefore, no impairment was required. Intangible Assets The following is a summary of intangible assets at December 31, (in millions): 2018 2017 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Existing technology and related patents $ 272.6 $ (160.5) $ 112.1 $ 195.4 $ (138.9) $ 56.5 Customer relationships 112.0 (18.1) 93.9 34.6 (12.9) 21.7 Non compete conracts 1.8 (1.8) — 1.8 (1.5) 0.3 Trade names 11.6 (1.6) 10.0 4.2 (0.9) 3.3 Other 5.1 (2.4) 2.7 — — — Intangible assets subject to amortization 403.1 (184.4) 218.7 236.0 (154.2) 81.8 In-process research and development — — — 0.6 — 0.6 Intangible assets $ 403.1 $ (184.4) $ 218.7 $ 236.6 $ (154.2) $ 82.4 For the years ended December 31, 2018, 2017 and 2016, the Company recorded amortization expense of approximately $28.9 million, $29.6 million and $21.7 million, respectively, in the consolidated statements of income and comprehensive income. During the year ended December 31, 2018, the Company recorded an impairment charge of $0.6 million representing the impairment of the in-process research and development within the Bruker CALID Group. The estimated future amortization expense related to amortizable intangible assets at December 31, 2018 is as follows (in millions): 2019 $ 34.9 2020 29.7 2021 27.7 2022 21.8 2023 19.1 Thereafter 85.5 Total $ 218.7 |
Other Current Liabilities
Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Current Liabilities | |
Other Current Liabilities | Note 10—Other Current Liabilities The following is a summary of other current liabilities at December 31, (in millions): 2018 2017 Deferred revenue $ 96.3 $ 87.0 Accrued compensation 104.2 105.4 Accrued warranty 19.7 20.6 Contingent consideration 7.1 6.5 Income taxes payable 36.8 28.1 Other taxes payable 23.4 16.7 Derivative liabilities 4.2 2.4 Other accrued expenses 60.2 55.3 Other current liabilities $ 351.9 $ 322.0 The following table sets forth the changes in accrued warranty for the years ended December 31, 2018, 2017 and 2016 (in millions): Balance at December 31, 2015 $ 19.6 Accruals for warranties issued during the year 17.4 Settlements of warranty claims (17.8) Foreign currency impact (0.5) Balance at December 31, 2016 18.7 Accruals for warranties issued during the year 17.0 Settlements of warranty claims (17.0) Foreign currency impact 1.9 Balance at December 31, 2017 20.6 Accruals for warranties issued during the year 21.3 Settlements of warranty claims (21.5) Foreign currency impact (0.7) Balance at December 31, 2018 $ 19.7 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt | |
Debt | Note 11—Debt The Company’s debt obligations consist of the following as of December 31, (in millions): 2018 2017 US Dollar revolving loan under the 2015 Credit Agreement $ 111.6 $ 195.0 US Dollar notes under the Note Purchase Agreement 220.0 220.0 Unamortized debt issuance costs under the Note Purchase Agreement (0.5) (0.7) Other revolving loans 2.9 — Capital lease obligations and other loans 7.1 1.3 Total debt 341.1 415.6 Current portion of long-term debt (18.5) — Total long-term debt, less current portion $ 322.6 $ 415.6 Credit Agreements On October 27, 2015, the Company entered into a new revolving credit agreement, referred to as the 2015 Credit Agreement. The 2015 Credit Agreement provides a maximum commitment on the Company’s revolving credit line of $500 million and a maturity date of October 2020. Borrowings under the revolving credit line of the 2015 Credit Agreement accrue interest, at the Company’s option, at either (a) the greatest of (i) the prime rate, (ii) the federal funds rate plus 0.50% and (iii) adjusted LIBOR plus 1.00%, plus margins ranging from 0.00% to 0.30% or (b) LIBOR, plus margins ranging from 0.90% to 1.30%. There is also a facility fee ranging from 0.10% to 0.20%. Borrowings under the 2015 Credit Agreement are secured by guarantees from certain material subsidiaries, as defined in the 2015 Credit Agreement. The 2015 Credit Agreement also requires the Company to maintain certain financial ratios related to maximum leverage and minimum interest coverage (as defined in the 2015 Credit Agreement). Specifically, the Company’s leverage ratio cannot exceed 3.5 and the Company’s interest coverage ratio cannot be less than 2.5. In addition to the financial ratios, the 2015 Credit Agreement contains negative covenants, including among others, restrictions on liens, indebtedness of the Company and its subsidiaries, asset sales, dividends and transactions with affiliates. Failure to comply with any of these restrictions or covenants may result in an event of default on the 2015 Credit Agreement, which could permit acceleration of the debt and require the Company to prepay the debt before its scheduled due date. As of December 31, 2018, the Company was in compliance with the covenants of the 2015 Credit Agreement. The Company’s leverage ratio (as defined in the 2015 Credit Agreement) was 0.93 and interest coverage ratio (as defined in the 2015 Credit Agreement) was 22.5. The following is a summary of the maximum commitments and the net amounts available to the Company under the 2015 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 December 31, 2018 (in millions): Weighted Total Amount Outstanding Average Committed by Outstanding Letters of Total Amount Interest Rate Lenders Borrowings Credit Available 2015 Credit Agreement 1.4 % $ 500.0 $ 111.6 $ 1.3 $ 387.1 Hain revolving line of credit 3.5 % 4.0 2.9 — 1.1 Alicona revolving line of credit 0.5 % 5.3 — — 5.3 Other lines of credit — 256.5 — 137.0 119.5 Total revolving loans $ 765.8 $ 114.5 $ 138.3 $ 513.0 Note Purchase Agreement In January 2012, the Company entered into a note purchase agreement, referred to as the Note Purchase Agreement, with a group of accredited institutional investors. Pursuant to the Note Purchase Agreement, the Company issued and sold $240.0 million of senior notes, referred to as the Senior Notes, which consist of the following: · $20 million 3.16% Series 2012A Senior Notes, Tranche A, due January 18, 2017; · $15 million 3.74% Series 2012A Senior Notes, Tranche B, due January 18, 2019; · $105 million 4.31% Series 2012A Senior Notes, Tranche C, due January 18, 2022; and · $100 million 4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024. On January 18, 2017, the outstanding $20.0 million principal amount of Tranche A of the Senior Notes was repaid in accordance with the terms of the Note Purchase Agreement. Under the terms of the Note Purchase Agreement, the Company may issue and sell additional senior notes up to an aggregate principal amount of $600 million, subject to certain conditions. Interest on the Senior Notes is payable semi-annually on January 18 and July 18 of each year. The Senior Notes are unsecured obligations of the Company and are fully and unconditionally guaranteed by certain of the Company’s direct and indirect subsidiaries. The Senior Notes rank pari passu in right of repayment with the Company’s other senior unsecured indebtedness. The Company may prepay some or all of the Senior Notes at any time in an amount not less than 10% of the original aggregate principal amount of the Senior Notes to be prepaid, at a price equal to the sum of (a) 100% of the principal amount thereof, plus accrued and unpaid interest, and (b) the applicable make‑whole amount, upon not less than 30 and no more than 60 days’ written notice to the holders of the Senior Notes. In the event of a change in control of the Company, as defined in the Note Purchase Agreement, the Company may be required to prepay the Notes at a price equal to 100% of the principal amount thereof, plus accrued and unpaid interest. The Note Purchase Agreement contains affirmative covenants, including, without limitation, maintenance of corporate existence, compliance with laws, maintenance of insurance and properties, payment of taxes, addition of subsidiary guarantors and furnishing notices and other information. The Note Purchase Agreement also contains certain restrictive covenants that restrict the Company’s ability to, among other things, incur liens, transfer or sell assets, engage in certain mergers and consolidations and enter into transactions with affiliates. The Note Purchase Agreement also includes customary representations and warranties and events of default. In the case of an event of default arising from specified events of bankruptcy or insolvency, all outstanding Senior Notes will become due and payable immediately without further action or notice. In the case of payment events of defaults, any holder of Senior Notes affected thereby may declare all Senior Notes held by it due and payable immediately. In the case of any other event of default, a majority of the holders of the Senior Notes may declare all the Senior Notes to be due and payable immediately. Pursuant to the Note Purchase Agreement, so long as any Senior Notes are outstanding the Company will not permit (i) its leverage ratio, as determined pursuant to the Note Purchase Agreement, as of the end of any fiscal quarter to exceed 3.50 to 1.00, (ii) its interest coverage ratio as determined pursuant to the Note Purchase Agreement as of the end of any fiscal quarter for any period of four consecutive fiscal quarters to be less than 2.50 to 1 or (iii) priority debt at any time to exceed 25% of consolidated net worth, as determined pursuant to the Note Purchase Agreement. As of December 31, 2018, the Company was in compliance with the covenants of the Note Purchase Agreement. The Company’s leverage ratio (as defined in the Note Purchase Agreement) was 0.93 and interest coverage ratio (as defined in the Note Purchase Agreement) was 22.5. Annual maturities of debt outstanding, less deferred financing cost amortization, at December 31, 2018 are as follows (in millions): 2019 $ 18.5 2020 112.3 2021 1.7 2022 106.0 2023 1.1 Thereafter 101.5 Total $ 341.1 Interest expense for the years ended December 31, 2018, 2017 and 2016, was $12.6 million, $15.4 million and $13.2 million, respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities | |
Derivative Instruments and Hedging Activities | Note 12—Derivative Instruments and Hedging Activities Interest Rate Risks The Company’s exposure to interest rate risk relates primarily to outstanding variable rate debt and adverse movements in the related short‑term market rates. The most significant component of the Company’s interest rate risk relates to amounts outstanding under the 2015 Credit Agreement, which totaled $111.6 million at December 31, 2018. The Company currently has a higher level of fixed rate debt than variable rate debt, which limits the exposure to adverse movements in interest rates. Foreign Exchange Rate Risk Management The Company generates a substantial portion of its revenues and expenses in international markets, principally Germany and other countries in the European Union and Switzerland, which subjects its operations to the exposure of exchange rate fluctuations. The impact of currency exchange rate movement can be positive or negative in any period. The Company periodically enters into foreign currency contracts in order to minimize the volatility that fluctuations in currency translation have on its monetary transactions. Under these arrangements, the Company typically agrees to purchase a fixed amount of a foreign currency in exchange for a fixed amount of U.S. Dollars or other currencies on specified dates with maturities of less than twelve months, with some agreements extending to longer periods. These transactions do not qualify for hedge accounting and, accordingly, the instrument is recorded at fair value with the corresponding gains and losses recorded in the consolidated statements of income and comprehensive income. The Company had the following notional amounts outstanding under foreign exchange contracts at December 31, (in millions): Notional Notional Amount in Buy Amount in Fair Value of Fair Value of Buy Currency Sell Maturity U.S. Dollars Assets Liabilities December 31, 2018: Euro 25.4 U.S. Dollars January 2019 $ 31.1 $ — $ 2.1 U.S. Dollars 8.5 Euro January 2019 8.6 — 0.1 Swiss Francs 11.1 U.S. Dollars January 2019 11.3 — — U.S. Dollars 2.1 Swiss Francs January 2019 2.1 — — Swiss Francs 10.4 Japanese Yen April 2019 10.8 — 0.2 U.S. Dollars 1.5 Canadian Dollars January 2019 1.5 — — Singapore Dollar 4.3 U.S. Dollars January 2019 3.1 — — Chinese Renminbi 41.1 U.S. Dollars January 2019 5.9 0.1 — Great Britain Pound 15.4 Euro January 2019 20.0 — 0.4 Euro 6.9 Great Britain Pound May 2019 to October 2020 8.0 0.1 — $ 102.4 $ 0.2 $ 2.8 December 31, 2017: Euro 59.5 U.S. Dollars January 2018 $ 67.0 $ 4.5 $ — Swiss Francs 11.0 U.S. Dollars January 2018 11.3 — — Singapore Dollar 4.9 U.S. Dollars January 2018 3.6 — — Euro 1.8 Polish Zloty January 2018 2.3 — 0.1 $ 84.2 $ 4.5 $ 0.1 In addition, the Company periodically enters into purchase and sales contracts denominated in currencies other than the functional currency of the parties to 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 $113.5 million for the delivery of products and $6.0 million for the purchase of products at December 31, 2018 and $98.3 million for the delivery of products and $3.6 million for the purchase of products at December 31, 2017. The changes in the fair value of these embedded derivatives are recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income. Commodity Price Risk Management The Company has an arrangement with a customer 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. At December 31, 2018 and 2017, the Company has fixed price commodity contracts with notional amounts aggregating $6.8 million and $3.0 million, respectively. The changes in the fair value of these commodity contracts are recorded in interest and other income (expense), net in the consolidated statements of income and comprehensive income. The fair value of the derivative instruments described above were recorded in the consolidated balance sheets for the years ended December 31, 2018 and 2017 as follows (in millions): Balance Sheet Location 2018 2017 Derivative assets: Foreign exchange contracts Other current assets $ 0.2 $ 4.5 Embedded derivatives in purchase and delivery contracts Other current assets 0.2 0.9 Fixed price commodity contracts Other current assets — 0.8 Embedded derivatives in purchase and delivery contracts Other long-term assets 0.2 — Derivative liabilities: Foreign exchange contracts Other current liabilities $ 2.8 $ 0.1 Embedded derivatives in purchase and delivery contracts Other current liabilities 0.9 1.5 Fixed price commodity contracts Other current liabilities 0.5 — Embedded derivatives in purchase and delivery contracts Other long-term liabilities — 1.4 The impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments for the years ending December 31 are as follows (in millions) and are recorded within interest and other income (expense), net in the consolidated statements of income and comprehensive income: 2018 2017 2016 Foreign exchange contracts $ (7.0) $ 5.8 $ (0.1) Embedded derivatives in purchase and delivery contracts 1.5 (5.7) 3.7 Fixed price commodity contracts (1.3) 0.6 0.6 Income (expense), net $ (6.8) $ 0.7 $ 4.2 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Income Taxes | Note 13—Income Taxes The domestic and foreign components of income before taxes are as follows for the years ended December 31, (in millions): 2018 2017 2016 Domestic $ (15.4) $ (14.0) $ 18.4 Foreign 260.1 211.8 159.2 $ 244.7 $ 197.8 $ 177.6 The components of the income tax provision are as follows for the years ended December 31, (in millions): 2018 2017 2016 Current income tax (benefit) expense: Federal $ 10.1 $ 32.2 $ (2.4) State 1.0 2.0 0.3 Foreign 61.8 42.7 59.8 Total current income tax expense 72.9 76.9 57.7 Deferred income tax (benefit) expense: Federal (15.4) 35.5 3.1 State (0.3) (0.4) (5.3) Foreign 6.5 5.5 (32.4) Total deferred income tax (benefit) expense (9.2) 40.6 (34.6) Income tax provision $ 63.7 $ 117.5 $ 23.1 The income tax provision differs from the tax provision computed at the U.S federal statutory rate due to the following significant components for the years ended December 31: 2018 2017 2016 Statutory tax rate 21.0 % 35.0 % 35.0 % Foreign tax rate differential 4.6 (11.7) (11.6) Permanent differences 0.7 (0.5) 8.2 Mandatory Repatriation 1.7 27.0 — Tax contingencies 0.9 (1.3) (3.0) Change in tax rates 1.1 0.9 0.2 Withholding taxes 0.1 2.2 1.3 Tax on unremitted earnings (4.9) 7.8 — State income taxes, net of federal benefits (0.4) 1.3 (2.9) Purchase accounting 0.1 0.5 1.6 Tax credits — (0.3) (3.0) Other 0.6 (1.2) 4.3 Change in valuation allowance for unbenefitted losses 0.5 (0.3) (17.1) Effective tax rate 26.0 % 59.4 % 13.0 % The tax effect of temporary items that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows (in millions): 2018 2017 Deferred tax assets: Accounts receivable $ — $ 3.9 Accrued expenses 5.3 6.7 Compensation 26.9 27.9 Deferred revenue — 0.4 Net operating loss carryforwards 24.3 19.1 Fixed assets 3.9 — Inventory — 2.8 Foreign tax and other tax credit carryforwards 8.3 5.9 Unrealized currency gain/loss 1.1 3.2 Gross deferred tax assets 69.8 69.9 Less valuation allowance (4.3) — Total deferred tax assets 65.5 69.9 Deferred tax liabilities: Accounts receivable 1.2 — Investments 0.5 — Inventory 1.8 — Deferred revenue 5.9 — Fixed assets — 0.3 Foreign statutory reserves 0.4 0.9 Intangibles 47.6 13.0 Accrued expenses 0.3 0.6 Accrued withholding tax 4.8 16.1 Other 3.2 6.4 Total deferred tax liabilities 65.7 37.3 Net deferred tax assets $ (0.2) $ 32.6 The Company uses the liability method to account for income taxes. Under this method, deferred income taxes are recognized for the future tax consequences of differences between the tax and financial accounting bases of assets and liabilities at each reporting period. Deferred income taxes are based on enacted tax laws and statutory tax rates applicable to the period in which these differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets to the expected realizable amounts. The Company can only recognize a deferred tax asset to the extent this it is “more likely than not” that these assets will be realized. Judgments around realizability depend on the availability and weight of both positive and negative evidence. Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2018, 2017 and 2016 were as follows: Balance at December 31, 2015 $ 37.2 Decreases recorded as a benefit to income tax provision (36.7) Balance at December 31, 2016 $ 0.5 Decreases recorded as a benefit to income tax provision (0.5) Balance at December 31, 2017 $ — Increases recorded as a loss to income tax provision 1.3 Increases recorded as part of acquisition purchase accounting 3.0 Balance at December 31, 2018 $ 4.3 As of December 31, 2018, the Company has approximately $43.2 million net operating loss carryforwards available to reduce state taxable income. The Company also has approximately $93.1 million of German Trade Tax and Corporate Income Tax net operating losses that are carried forward indefinitely. Additionally, the Company has $8.5 million of other foreign net operating losses that are expected to expire at various times beginning in 2019. The Company also has state research and development tax credits of $8.6 million. Utilization of these credits and state net operating losses may be subject to annual limitations due to the ownership percentage change limitations provided by the Internal Revenue Code Section 382 and similar state provisions. In the event of a deemed change in control under Internal Revenue Code Section 382, an annual limitation on the utilization of net operating losses and credits may result in the expiration of all or a portion of the net operating loss and credit carryforwards. The Company reflects certain statutory reserves in its tabular reconciliation of unrecognized tax benefits. Effective for the year ended December 31, 2013 and thereafter, these unrecognized tax benefits are presented as a reduction of the associated net deferred tax assets. At December 31, 2018 the Company recorded state income and foreign withholding taxes on the cash and liquid assets portion of the unremitted earnings and profits (E&P) of foreign subsidiaries expected to be repatriated from its foreign subsidiaries to the United States, except for amounts from certain subsidiaries, which the Company has asserted to be indefinitely reinvested. Specifically, the Company asserts that a total of $1.328 billion of unremitted foreign earnings is indefinitely reinvested. This figure is comprised of $875.0 million in unremitted earnings as well as $453.4 million of non-cash E&P in all jurisdictions not indefinitely reinvested. If this E&P is ultimately distributed to the United States in the form of dividends or otherwise the Company would likely be subject to additional withholding tax. The Company estimates the amount of unrecognized deferred withholding taxes on the undistributed E&P to be approximately $48.5 million at December 31, 2018. The Company had gross unrecognized tax benefits, excluding interest, of approximately $6.6 million as of December 31, 2018, that if recognized, would reduce the Company’s effective tax rate. In the next twelve months it is reasonably possible that the Company will reduce its unrecognized tax benefits by $0.1 million due to the expiration of statutes of limitations and favorable settlement with taxing authorities which would reduce the Company’s effective tax rate. A tabular reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): Gross unrecognized tax benefits at December 31, 2015 $ 33.2 Gross decreases—tax positions in prior periods (4.8) Gross increases—current period tax positions 0.9 Settlements (21.3) Lapse of statutes (1.8) Gross unrecognized tax benefits at December 31, 2016 6.2 Lapse of statutes (1.8) Gross unrecognized tax benefits at December 31, 2017 4.4 Gross increases—current period tax positions 3.1 Lapse of statutes (0.9) Gross unrecognized tax benefits at December 31, 2018 $ 6.6 The Company’s policy is to include accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax expense. As of December 31, 2018 and 2017, the Company had approximately $0.2 million and $0.2 million, respectively, of accrued interest and penalties related to uncertain tax positions included in other long‑term liabilities in the consolidated balance sheets. The Company recorded a benefit of $0.3 million for penalties and interest related to unrecognized tax benefits in the provision for income taxes during the year ended December 31, 2017. There was no benefit recognized during the year ended December 31, 2018. The Company files tax returns in the United States, which includes 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 2018 were approximately 30.0% and 20.0% for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of 3.76% from the U.S. statutory rate of 21% in 2018. The Company has not been a party to any tax holiday agreements. The tax years 2013 to 2016 are open to examination in Germany and Switzerland. In 2016, the Company settled tax audits in Germany and Switzerland. The settlements were immaterial to the consolidated financial statements. Tax years 2011 to 2016 remain open for examination in the United States. U.S. Tax Reform On December 22, 2017 (Enactment Date), the President of the United States signed tax reform legislation (2017 Tax Act), which enacted a wide range of changes to the U.S. corporate income tax system, many of which differ significantly from the provisions of the previous U.S. tax law. The 2017 Tax Act contains several key provisions including, among other things: · A reduction in the corporate tax rate from 35.0% to 21.0% for the tax years beginning after December 31, 2017; · The introduction of a territorial tax system beginning in 2018 by providing a 100% dividends received deduction on certain qualified dividends from foreign subsidiaries; · To fund the territorial tax system, a one-time tax on the mandatory deemed repatriation of post-1986 untaxed foreign earnings and profits (E&P), referred to as the “toll charge”, and; · The introduction of a new U.S. tax on certain off-shore earnings associated with so-called “Global Intangible Low-Taxed Income” (GILTI). This tax is imposed at an effective tax rate of 10.5% for tax years beginning after December 31, 2017 (increasing to 13.125% for tax years beginning after December 31, 2025) with a partial offset by foreign tax credits. Also on December 22, 2017, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin (SAB) No. 118, which provides companies with additional guidance on how to implement the provisions of the 2017 Tax Act in their financial statements. The guidance provides for a measurement period, up to one year from the Enactment Date, in which provisional amounts may be adjusted when additional information is obtained, prepared or analyzed about facts and circumstances that existed as of the Enactment Date, if known, which would have impacted the amounts that were initially recorded by the Company. During the fourth quarter of 2017, the Company recognized within its provision for income taxes an incremental income tax provision of $68.9 million, which is primarily comprised of the following: · An estimated income tax provision of $55.0 million for the federal and state impacts of the one-time deemed repatriation of pre-2018 E&P. In accordance with the 2017 Tax Act, the federal portion of the toll charge liability may be paid over eight years. Such liability can be reduced by certain credits. Accordingly, we have recorded $30.6 million and $2.7 million in long-term income tax liabilities and accrued income taxes (current), respectively, as of December 31, 2017 · An estimated net income tax benefit of $1.4 million, for the remeasurement of our deferred tax assets and liabilities at the newly enacted tax rate of 21%; and · As a result of the 2017 Tax Act and our expectations about distributing certain cash balances from its foreign subsidiaries to the United States, we also recorded estimated income tax provisions for estimated state income taxes and foreign withholding taxes of $12.5 million. During the fourth quarter of 2018, the Company completed its accounting for the elements of U.S. Tax Reform. During 2018, the Company recorded tax adjustments under SAB 118 equal to a net benefit of $5.4 million. Among those adjustments were $6.6 million of additional tax expense related to the toll charge liability that was estimated to be $55.0 million in 2017. In addition, a $12.0 million tax benefit was recorded in 2018 that reduced the estimated liability of $12.5 that the Company recorded in 2017 for expected state income and foreign withholding taxes associated with unremitted foreign earnings. There was no change from the $1.4 million that was recorded in 2017 to the net deferred tax liability related to the reduction on the U.S. federal statutory tax rate from 35% to 21%. The Company recorded tax expense associated with the GILTI provisions of the 2017 Tax Act as of December 31, 2018. Companies are allowed to adopt an accounting policy to either recognize deferred taxes for GILTI or treat such as a tax cost in the year incurred. The Company has determined to treat such as a tax cost in the year incurred. As such, the Company did not record a deferred income tax expense or benefit related to the GILTI provisions of the 2017 Tax Act in the consolidated statement of income for the year ended December 31, 2018. |
Post Retirement Benefit Plans
Post Retirement Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Post Retirement Benefit Plans | |
Post Retirement Benefit Plans | Note 14—Post Retirement Benefit Plans Defined Contribution Plans The Company sponsors various defined contribution plans that cover certain domestic and international employees. The Company may make contributions to these plans at its discretion. The Company contributed $8.4 million, $6.4 million and $6.0 million to such plans in the years ended December 31, 2018, 2017 and 2016, respectively. Defined Benefit Plans Substantially all of the Company’s employees in Switzerland, France and Japan, as well as certain employees in Germany, are covered by Company‑sponsored defined benefit pension plans. Retirement benefits are generally earned based on years of service and compensation during active employment. Eligibility is generally determined in accordance with local statutory requirements; however, the level of benefits and terms of vesting varies among plans. The components of net periodic benefit costs for the years ended December 31, 2018, 2017 and 2016 were as follows (in millions): 2018 2017 2016 Components of net periodic benefit costs: Service cost $ 7.5 $ 7.8 $ 6.8 Interest cost 2.0 1.7 2.2 Expected return on plan assets (1.9) (1.7) (1.8) Settlement loss recognized — — — Amortization of net loss 3.8 4.8 4.1 Net periodic benefit costs $ 11.4 $ 12.6 $ 11.3 The Company measures its benefit obligation and the fair value of plan assets as of December 31st each year. The changes in benefit obligations and plan assets under the defined benefit pension plans, projected benefit obligation and funded status of the plans were as follows at December 31, (in millions): 2018 2017 Change in benefit obligation: Benefit obligation at beginning of year $ 228.0 $ 210.1 Service cost 7.5 7.8 Interest cost 2.0 1.7 Plan participant contributions 4.3 4.1 Plan amendments (1.3) — Plan settlements (0.4) — Benefits paid (2.0) (3.6) Actuarial loss (gain) (16.2) (3.6) Premiums paid (1.7) (1.5) Impact of foreign currency exchange rates (3.5) 13.0 Benefit obligation at end of year 216.7 228.0 Change in plan assets: Fair value of plan assets at beginning of year 120.3 105.9 Return on plan assets (0.6) 5.0 Plan participant and employer contributions 10.2 9.5 Benefits paid (2.2) (3.6) Plan settlements (0.4) — Premiums paid (1.5) (1.5) Impact of foreign currency exchange rates (1.2) 5.0 Fair value of plan assets at end of year 124.6 120.3 Net under funded status $ (92.1) $ (107.7) In March 2017, the FASB issued ASU No. 2017-07, Compensation- Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost . This new standard intends to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The new standard requires the service cost component of net periodic cost be reported in the same line item(s) as other employee compensation costs and all other components of the net periodic cost be reported in the condensed consolidated statements of income and comprehensive income below operating income. The Company adopted this guidance on January 1, 2018 on a retrospective basis. The Company reclassified the non-service pension cost previously reported in operations of $4.8 million and $4.6 million for the years ended December 31, 2017 and 2016, respectively. These amounts were previously reported in cost of sales, selling, general, and administrative, and research and development expenses in the consolidated statements of income and comprehensive income. The accumulated benefit obligation for the defined benefit pension plans is $206.9 million and $217.2 million at December 31, 2018 and 2017, respectively. All defined benefit pension plans have an accumulated benefit obligation and projected benefit obligation in excess of plan assets at December 31, 2018 and 2017. The following amounts were recognized in the accompanying consolidated balance sheets for the Company’s defined benefit plans at December 31, (in millions): 2018 2017 Current liabilities $ (1.6) $ (2.1) Non-current liabilities (90.5) (105.6) Net benefit obligation $ (92.1) $ (107.7) The following pre‑tax amounts were recognized in accumulated other comprehensive income for the Company’s defined benefit plans at December 31, (in millions): 2018 2017 Reconciliation of amounts recognized in the consolidated balance sheets: Prior service cost $ (6.9) $ (9.7) Net actuarial loss (32.0) (48.9) Accumulated other comprehensive loss (38.9) (58.6) Accumulated contributions below net periodic benefit cost (53.2) (49.1) Net amount recognized $ (92.1) $ (107.7) The amount in accumulated other comprehensive income at December 31, 2018 expected to be recognized as amortization of net loss within net periodic benefit cost in 2019 is $1.9 million. For the defined benefit pension plans, the Company uses a corridor approach to amortize actuarial gains and losses. Under this approach, net actuarial gains or losses in excess of ten percent of the larger of the projected benefit obligation or the fair value of plan assets are amortized over the average remaining service of active participants who are expected to receive benefits under the plans. The range of assumptions used for defined benefit pension plans reflects the different economic environments within the various countries. The range of assumptions used to determine the projected benefit obligations for the years ended December 31, are as follows: 2018 2017 2016 Discount rates 0.2%-2.3% 0.2%-2.1% 0.2%-2.1% Expected return on plan assets 0.0%-3.0% 0.0%-3.0% 0.0%-3.0% Expected rate of compensation increase 1.0%-3.0% 1.0%-3.0% 1.0%-3.0% To determine the expected long‑term rate of return on pension plan assets, the Company considers current asset allocations, as well as historical and expected returns on various asset categories of plan assets. For the defined benefit pension plans, the Company applies the expected rate of return to a market‑related value of assets, which stabilizes variability in assets to which the expected return is applied. Asset Allocations by Asset Category The fair value of the Company’s pension plan assets at December 31, 2018 and 2017, by asset category and by level in the fair value hierarchy, is as follows (in millions): Quoted Prices in Significant Other Significant Active Markets Observable Inputs Unobservable Inputs December 31, 2018 Total Available (Level 1) (Level 2) (Level 3) Plan Assets: Group BPCE Life (a) $ 0.8 $ — $ 0.8 $ — Swiss Life Collective BVG Foundation (b) 123.8 — 123.8 — Total plan assets $ 124.6 $ — $ 124.6 $ — Quoted Prices in Significant Other Significant Active Markets Observable Inputs Unobservable Inputs December 31, 2017 Total Available (Level 1) (Level 2) (Level 3) Plan Assets: Group BPCE Life (a) $ 1.1 $ — $ 1.1 $ — Swiss Life Collective BVG Foundation (b) 119.2 — 119.2 — Total plan assets $ 120.3 $ — $ 120.3 $ — (a) The Company’s pension plan in France is invested in a larger fund that invests in a variety of instruments. The assets are not directly dedicated to the French pension plan. The Group BPCE Life fund invests in debt securities of foreign corporations and governments, equity securities of foreign government funds and private real estate funds. (b) The Company’s pension plan in Switzerland is outsourced to Swiss Life AG, an outside insurance provider. Under the insurance contract, the plan assets are invested in Swiss Life Collective BVG Foundation (the Foundation), which is an umbrella fund for which the retirement savings and interest rates are guaranteed a minimum of 1.0% and 1.75% for the years ended December 31, 2018 and 2017, respectively, on the mandatory withdrawal portion, as defined by Swiss law, and 0.25% and 0.75% for the years ended December 31, 2018 and 2017, respectively on the non-mandatory portion. The Foundation utilizes plan administrators and investment managers to oversee the investment allocation process, set long-term strategic targets and monitor asset allocations. The target allocations are 75% bonds, including cash, 5% equity investments and 20% real estate and mortgages. Should the Foundation yield a return greater than the guaranteed amounts, the Company, according to Swiss law, shall receive 90% of the additional return with Swiss Life AG retaining 10%. The withdrawal benefits and interest allocations are secured at all times by Swiss Life AG. Contributions and Estimated Future Benefit Payments During 2019, the Company expects contributions to be consistent with 2018. The estimated future benefit payments are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2018. The following benefit payments reflect future employee service as appropriate (in millions): 2019 $ 2.5 2020 2.8 2021 3.3 2022 3.7 2023 4.4 2024-2028 31.0 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 15—Commitments and Contingencies In accordance with ASC Topic 450, Contingencies, the Company accrues anticipated costs of settlement, damages, or other costs to the extent specific losses are probable and estimable. 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. 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. Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding is considered probable and the amount can be reasonably estimated or a range of loss can be determined. These accruals represent management’s best estimate of probable loss. Disclosure is also provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. The Company believes the outcome of pending proceedings, individually and in the aggregate, will not have a material impact on the Company’s financial statements. As of December 31, 2018 and 2017, no material accruals have been recorded for potential contingencies. Governmental Investigations The Company is subject to regulation by national, state and local government agencies in the United States and other countries in which it 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. In August 2018, the Korea Fair Trade Commission ("KFTC") informed the Company that it is conducting an investigation into the public tender bidding activities of a number of life science instrument companies operating in Korea, including Bruker Korea Co., Ltd. The Company is cooperating fully with the KFTC regarding this matter and is unable to predict the timing or outcome of this investigation at this time. Revenues from Korea represent less than 3% of the Company’s consolidated revenue for the twelve-month period ended December 31, 2018. On October 19, 2017, the Company received a notice of investigation and subpoena to produce documents from the Division of Enforcement of the SEC. The subpoena seeks information related to an employee terminated as part of a restructuring and certain matters involving the Company’s policies and accounting practices related to revenue recognition and restructuring activities, as well as related financial reporting, disclosure and compliance matters, since January 1, 2013. The subpoena also seeks information concerning, among other things, the Company’s previously identified material weakness in internal controls over the accounting for income taxes, related financial reporting matters and certain payments for non-employee travel expenses. The Company is producing documents in response to the subpoena and intends to continue to cooperate fully with the SEC’s investigation. Additionally, the Audit Committee of the Company’s Board of Directors, with the assistance of outside counsel, is conducting an internal investigation into practices of certain business partners in China and into the conduct of former employees of the Bruker Optics division in China which raised questions of compliance with laws, including the U.S. Foreign Corrupt Practices Act, and/or compliance with the Company’s business policies and code of conduct. The Company has voluntarily disclosed this matter to the SEC and U.S. Department of Justice. At this time, the Company is unable to predict the duration, scope or outcome of these investigations. As of December 31, 2018 and 2017, no material accruals have been recorded for potential contingencies related to these matters. Operating Leases Certain buildings, office equipment and vehicles are leased under agreements that are accounted for as operating leases. Total rental expense under operating leases was $25.1 million, $23.7 million and $22.0 million during the years ended December 31, 2018, 2017 and 2016, respectively. Future minimum lease payments under non‑cancelable operating leases at December 31, 2018, for each of the next five years and thereafter are as follows (in millions): 2019 $ 25.3 2020 19.1 2021 13.7 2022 9.3 2023 7.3 Thereafter 18.4 Total $ 93.1 Capital Leases The Company leases certain assets under agreements that are classified as capital leases. The cost of these assets under the capital leases is included in the consolidated balance sheets as property, plant and equipment and was $0.2 million and $0.9 million at December 31, 2018 and 2017, respectively. Accumulated amortization of the leased buildings at December 31, 2018 and 2017 was $0.1 million and $0.5 million, respectively. Amortization expense related to assets under capital leases was included in depreciation expense. The obligations related to capital leases was recorded as a component of long-term debt or the current portion of long-term debt in the consolidated balance sheets, depending on when the lease payments are due. Unconditional Purchase Commitments The Company has entered into unconditional purchase commitments, in the ordinary course of business, that include agreements to purchase goods, services or fixed assets and to pay royalties that are enforceable and legally binding and that specify all significant terms including: fixed or minimum quantities to be purchased; fixed, minimum or variable price provisions; and the approximate timing of the transaction. Purchase commitments exclude agreements that are cancelable at any time without penalty. The aggregate amount of the Company’s unconditional purchase commitments totaled $228.3 million at December 31, 2018 and the majority of these commitments are expected to be settled during 2019. License Agreements The Company has entered into license agreements allowing it to utilize certain patents. If these patents are used in connection with a commercial product sale, the Company pays royalties on the related product revenues. Licensing fees for the years ended December 31, 2018, 2017 and 2016, were $3.7 million, $3.5 million and $3.0 million, respectively, and are recorded in cost of product revenue in the consolidated statements of income and comprehensive income. Letters of Credit and Guarantees At December 31, 2018 and 2017, the Company had bank guarantees of $138.3 million and $138.8 million, respectively, related primarily to customer advances. These arrangements guarantee the refund of advance payments received from customers in the event that the merchandise is not delivered or warranty obligations are not fulfilled in compliance with the terms of the contract. These guarantees affect the availability of the Company’s lines of credit. Indemnifications The Company enters into standard indemnification arrangements in the Company’s ordinary course of business. Pursuant to these arrangements, the Company indemnifies, holds harmless, and agrees to reimburse the indemnified parties for losses suffered or incurred by the indemnified party. These parties are generally the Company’s business partners or customers, in connection with any patent, or any copyright or other intellectual property infringement claim by any third party with respect to its products. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments the Company could be required to make under these agreements is unlimited. The Company believes the estimated fair value of these agreements is minimal based on historical experiences. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders' Equity | |
Shareholders' Equity | Note 16—Shareholders’ Equity Share Repurchase Program In May 2017, the Company's Board of Directors approved a share repurchase program under which repurchases of common stock up to $225.0 million may occur from time to time, in amounts, at prices, and at such times as the Company deems appropriate, subject to market conditions, legal requirements and other considerations. No repurchases occurred in the year ended December 31, 2018. A total of 5,318,063 shares were repurchased at an aggregate cost of $152.2 million in the year ended December 31, 2017 under the program. Any future repurchases will be funded from cash on hand, future cash flows from operations and available borrowings under the revolving credit facility. The repurchased shares are reflected within Treasury stock in the accompanying consolidated balance sheet at December 31, 2018 and 2017. Cash Dividends on Common Stock On February 22, 2016, the Company announced the establishment of a dividend policy and the declaration by its Board of Directors of an initial quarterly cash dividend in the amount of $0.04 per share of the Company’s issued and outstanding common stock. Under the dividend policy, the Company will target a cash dividend to the Company’s shareholders in the amount of $0.16 per share per annum, payable in equal quarterly installments. The following is a summary of the dividends paid in the years ended December 31, 2018 and 2017 (in millions): 2018 Dividends Paid on March 23 June 22 September 21 December 21 Shareholders of Record as of March 6 June 4 September 4 December 3 Aggregate Cost $ 6.3 $ 6.2 $ 6.3 $ 6.3 2017 Dividends Paid on March 24 June 23 September 22 December 22 Shareholders of Record as of March 8 June 5 September 5 December 4 Aggregate Cost $ 6.4 $ 6.4 $ 6.3 $ 6.3 Subsequent dividend declarations and the establishment of record and payment dates for such future dividend payments, if any, are subject to the Board of Directors’ continuing determination that the dividend policy is in the best interests of the Company’s shareholders. The dividend policy may be suspended or cancelled at the discretion of the Board of Directors at any time. Accumulated Other Comprehensive Income (Loss) The following is a summary of the components of accumulated other comprehensive income (loss), net of tax, at December 31, (in millions): Accumulated Foreign Pension Other Currency Liability Comprehensive Translation Adjustment Income (Loss) Balance at December 31, 2015 $ 3.2 $ (47.4) $ (44.2) Other comprehensive income (loss) (27.3) (8.4) (35.7) Realized loss on reclassification — 4.0 4.0 Balance at December 31, 2016 (24.1) (51.8) (75.9) Other comprehensive income (loss) 96.3 1.8 98.1 Realized loss on reclassification — 4.8 4.8 Balance at December 31, 2017 72.2 (45.2) 27.0 Other comprehensive income (25.3) 11.9 (13.4) Realized loss on reclassification — 3.4 3.4 Balance at December 31, 2018 $ 46.9 $ (29.9) $ 17.0 |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Stock-Based Compensation | |
Stock-Based Compensation | Note 17—Stock-Based Compensation In February 2010, the Bruker BioSciences Corporation Amended and Restated 2000 Stock Option Plan (the “2000 Plan”), expired at the end of its scheduled ten‑year term. On March 9, 2010, the Company’s Board of Directors unanimously approved and adopted the Bruker Corporation 2010 Incentive Compensation Plan (the “2010 Plan”), and on May 14, 2010, the 2010 Plan was approved by the Company’s stockholders. The 2010 Plan provided for the issuance of up to 8,000,000 shares of the Company’s common stock. The 2010 Plan allowed a committee of the Board of Directors (the “Compensation Committee”) to grant incentive stock options, non-qualified stock options and restricted stock awards. The Compensation Committee had the authority to determine which employees would receive the awards, the amount of the awards and other terms and conditions of any awards. Awards granted under the 2010 Plan typically were made subject to a vesting period of three to five years. In May 2016, the Bruker Corporation 2016 Incentive Compensation Plan (the “2016 Plan”) was approved by the Company’s stockholders. With the approval of the 2016 Plan, no further grants will be made under the 2010 Plan. The 2016 Plan provides for the issuance of up to 9,500,000 shares of the Company’s common stock and permits the grant of awards of non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, performance shares and performance units, as well as cash-based awards. The 2016 Plan is administered by the Compensation Committee. The Compensation Committee has the authority to determine which employees will receive awards, the amount of any awards, and other terms and conditions of such awards. Stock option awards granted under the 2016 Plan typically vest over a period of one to four years. Starting in 2017, members of the Company’s Board of Directors receive an annual award of restricted stock units which vest over a one-year service period. Stock option activity for the year ended December 31, 2018 was as follows: Weighted Average Weighted Remaining Aggregate Shares Subject Average Contractual Intrinsic Value to Options Option Price Term (Yrs) (in millions) (b) Outstanding at December 31, 2017 3,235,673 $ Granted 126,260 Exercised (575,372) Forfeited/Expired (193,251) Outstanding at December 31, 2018 $ 5.6 $ 22.4 Exercisable at December 31, 2018 1,789,819 $ 5.1 $ 17.9 Exercisable and expected to vest at December 31, 2018 (a) 2,533,128 $ 5.6 $ 22.1 (a) In addition to the options that are vested at December 31, 2018, the Company expects a portion of the unvested options to vest in the future. Options expected to vest in the future are determined by applying an estimated forfeiture rate to the options that are unvested as of December 31, 2018. (b) The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $29.77 on December 31, 2018, or the date of exercises, as appropriate, and the exercise price of the underlying stock options. The weighted average fair value of options granted was $9.50, $7.61 and $7.72 per share for the years ended December 31, 2018, 2017 and 2016, respectively. The total intrinsic value of options exercised was $8.0 million, $16.2 million and $11.2 million for the years ended December 31, 2018, 2017 and 2016, respectively. Unrecognized pre‑tax stock‑based compensation expense of $4.4 million related to stock options awarded under the 2010 and 2016 Plans is expected to be recognized over the weighted average remaining service period of 2.08 years for stock options outstanding at December 31, 2018. Restricted shares of the Company’s common stock are periodically awarded to executive officers, directors and certain key employees of the Company, subject to service restrictions, which vest ratably over periods of one to four years. The restricted shares of common stock may not be sold or transferred during the restriction period. Stock-based compensation for restricted stock is recorded based on the stock price on the grant date and charged to expense ratably throughout the restriction period. The following table summarizes information about restricted stock award activity during the year ended December 31, 2018: Weighted Average Grant Shares Subject Date Fair to Restriction Value Outstanding at December 31, 2017 85,529 $ 20.39 Vested (54,343) 20.12 Forfeited (6,553) 24.80 Outstanding at December 31, 2018 24,633 $ 19.82 The total fair value of restricted stock vested was $1.8 million, $2.3 million and $1.5 million for the years ended December 31, 2018, 2017 and 2016, respectively. Unrecognized pre‑tax stock‑based compensation expense of $0.3 million related to restricted stock awarded under the 2010 Plan is expected to be recognized over the weighted average remaining service period of 0.6 years for awards outstanding at December 31, 2018. Restricted stock units of the Company’s common stock are periodically awarded to executive officers, directors and certain employees of the Company which vest ratably over a service periods of one to four years. Stock-based compensation for restricted stock units is recorded based on the stock price on the grant date and charged to expense ratably throughout the vesting period. The following table summarizes information about restricted stock unit activity for year ended December 31, 2018: Weighted Average Grant Shares Subject Date Fair to Restriction Value Outstanding at December 31, 2017 652,123 $ 25.47 Granted 428,464 33.76 Vested (203,144) 24.95 Forfeited (71,194) 26.89 Outstanding at December 31, 2018 806,249 $ 29.88 The total fair value of restricted stock vested was $6.9 million and $2.0 million for the years ended December 31, 2018 and 2017, respectively. No restricted stock units vested in the years ended December 31, 2016. Unrecognized pre-tax stock-based compensation expense of $18.8 million related to restricted stock units awarded under the 2016 Plan is expected to be recognized over the weighted average remaining service period of 3.07 years for units outstanding at December 31, 2018. In March 2016, the FASB issued ASU No. 2016-09, Stock Compensation—Improvements to Employee Share-Based Payment Accounting . The new standard simplifies accounting for share-based payment transactions, including income tax consequences and the classification of the tax impact on the statement of cash flows. The Company adopted this standard effective January 1, 2017. The ASU requires that the difference between the actual tax benefit realized upon exercise or vesting, as applicable, and the tax benefit recorded based on the fair value of the stock award at the time of grant (the “excess tax benefits”) be reflected as a reduction of the current period provision for income taxes with any shortfall recorded as an increase in the tax provision rather than as a component of changes to additional paid-in capital. The ASU also required the excess tax benefit realized be reflected as an operating cash flow rather than a financing cash flow. This standard was adopted by the Company on a modified retrospective basis with respect to the previously unrecognized windfalls, which resulted in a cumulative adjustment to retained earnings of $3.6 million as of January 1, 2017 related to the timing of when excess tax benefits are recognized. The Company adopted this standard on a prospective basis with respect to the statements of income and cash flows and recognized an excess tax benefit related to stock compensation which decreased income tax expense in the amount of $1.3 million and $1.9 million for the years ended December 31, 2018 and 2017, respectively. The excess tax benefits were previously recorded in equity. The Company continues to utilize a historical forfeiture rate to estimate future forfeitures. |
Other Charges, Net
Other Charges, Net | 12 Months Ended |
Dec. 31, 2018 | |
Other Charges, Net | |
Other Charges, Net | Note 18—Other Charges, Net The components of other charges, net for the years ended December 31, 2018, 2017 and 2016, were as follows in millions): 2018 2017 2016 Acquisition-related expenses (income), net $ 3.4 $ 4.5 $ 9.0 Professional fees incurred in connection with investigation matters 4.5 0.2 — Information technology transformation costs 4.8 4.2 6.2 Restructuring charges 6.8 10.6 9.8 Long-lived asset impairments — 0.2 0.8 Other charges, net $ 19.5 $ 19.7 $ 25.8 Restructuring Initiatives Restructuring charges for the years ended December 31, 2018, 2017 and 2016 included charges for various other programs which were recorded in the accompanying consolidated statements of income and comprehensive income as follows (in millions): 2018 2017 2016 Cost of revenues $ 2.6 $ 5.6 $ 11.0 Other charges, net 6.8 10.6 9.8 $ 9.4 $ 16.2 $ 20.8 The following table sets forth the changes in the restructuring reserves for the years ended December 31, 2018, 2017 and 2016 (in millions): Provisions for Excess Total Severance Exit Costs Inventory Balance at December 31, 2015 $ 23.1 $ 10.3 $ 2.4 $ 10.4 Restructuring charges 20.8 10.6 7.2 3.0 Cash payments (22.1) (15.6) (5.6) (0.9) Non-cash adjustments (5.4) (0.4) (0.3) (4.7) Foreign currency impact (0.2) — — (0.2) Balance at December 31, 2016 $ 16.2 $ 4.9 $ 3.7 $ 7.6 Restructuring charges 16.2 7.7 6.2 2.3 Cash payments (17.1) (10.1) (6.8) (0.2) Non-cash adjustments (5.5) (0.7) (1.0) (3.8) Foreign currency impact 1.0 0.2 — 0.8 Balance at December 31, 2017 $ 10.8 $ 2.0 $ 2.1 $ 6.7 Restructuring charges 9.4 4.1 5.3 — Cash payments (9.2) (4.4) (4.8) — Non-cash adjustments (3.5) 0.3 (1.2) (2.6) Foreign currency impact (0.2) — — (0.2) Balance at December 31, 2018 $ 7.3 $ 2.0 $ 1.4 $ 3.9 Restructuring charges by segment as of and for the years ended December 31, are as follows (in millions): 2018 2017 2016 BSI $ 9.4 $ 14.1 $ 20.8 BEST — 2.1 — $ 9.4 $ 16.2 $ 20.8 |
Interest and Other Income (Expe
Interest and Other Income (Expense), Net | 12 Months Ended |
Dec. 31, 2018 | |
Interest and Other Income (Expense), Net | |
Interest and Other Income (Expense), Net | Note 19—Interest and Other Income (Expense), Net The components of interest and other income (expense), net for the years ended December 31, 2018, 2017 and 2016, were as follows (in millions): 2018 2017 2016 Interest income $ 1.2 $ 0.8 $ 0.3 Interest expense (12.6) (15.4) (13.2) Exchange gains (losses) on foreign currency transactions (3.0) (5.5) 4.1 Pension components (3.9) (4.8) (4.6) Gain on bargain purchase — 0.6 9.2 Other 0.6 2.6 — Interest and other income (expense), net $ (17.7) $ (21.7) $ (4.2) |
Business Segment Information
Business Segment Information | 12 Months Ended |
Dec. 31, 2018 | |
Business Segment Information | |
Business Segment Information | Note 20—Business Segment Information The Company has two reportable segments, BSI and BEST, as discussed in Note 1 to the consolidated financial statements. Selected business segment information is presented below for the years ended December 31, (in millions): 2018 2017 2016 Revenue: BSI $ 1,707.0 $ 1,583.9 $ 1,492.6 BEST 194.8 191.2 130.2 Eliminations (a) (6.2) (9.2) (11.5) Total revenue $ 1,895.6 $ 1,765.9 $ 1,611.3 Operating Income: BSI $ 247.9 $ 213.4 $ 173.5 BEST 14.5 7.4 6.6 Corporate, eliminations and other (b) — (1.3) 1.7 Total operating income $ 262.4 $ 219.5 $ 181.8 (a) Represents product and service revenue between reportable segments. (b) Represents corporate costs and eliminations not allocated to the reportable segments. The Company recorded an impairment charge of $0.6 million, $1.1 million and $0.8 million for the years ended December 31, 2018, 2017 and 2016, respectively, within the BSI and BEST Segments. Please see Note 8—Property, Plant and Equipment, net and Note 9—Goodwill and Other Intangible Assets, for description of impairment charges recorded in 2018, 2017 and 2016. These impairment charges are included within cost of revenue for the year ended December 31, 2018 and other charges, net for the years ended December 31, 2017 and 2016 in the accompanying consolidated statements of income and comprehensive income. Total assets by segment as of and for the years ended December 31, are as follows (in millions): 2018 2017 Assets: BSI $ 2,100.6 $ 1,917.8 BEST 33.2 35.6 Eliminations and other (a) (5.2) (4.9) Total assets $ 2,128.6 $ 1,948.5 (a) Assets not allocated to the reportable segments and eliminations of intercompany transactions. Total capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions): 2018 2017 2016 Capital Expenditures: BSI $ 42.8 $ 38.5 $ 34.6 BEST 6.4 5.2 2.5 Total capital expenditures $ 49.2 $ 43.7 $ 37.1 Depreciation and Amortization: BSI $ 60.2 $ 59.8 $ 51.3 BEST 4.7 4.1 3.0 Total depreciation and amortization $ 64.9 $ 63.9 $ 54.3 Revenue and property, plant and equipment, net by geographical area as of and for the year ended December 31, are as follows (in millions): 2018 2017 2016 Revenue: United States $ 489.4 $ 434.7 $ 428.2 Germany 201.1 200.2 189.5 Rest of Europe 500.2 465.0 393.4 Asia Pacific 549.2 514.8 458.1 Other 155.7 151.2 142.1 Total revenue $ 1,895.6 $ 1,765.9 $ 1,611.3 2018 2017 2016 Property, plant and equipment, net: United States $ 44.1 $ 46.2 $ 46.4 Germany 137.0 140.9 122.5 Rest of Europe 78.7 71.9 63.3 Asia Pacific 6.3 5.4 4.4 Other 4.5 2.1 2.5 Total property, plant and equipment, net $ 270.6 $ 266.5 $ 239.1 |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Parties | |
Related Parties | Note 21—Related Parties The Company leases certain office space from certain of its principal shareholders, including a director and executive officer and a former member of the Company’s Board of Directors, and members of their immediate families, which have expiration dates ranging from 2019 to 2020. Total rent expense under these leases was $1.2 million, $3.5 million and $3.9 million for each of the years ended December 31, 2018, 2017 and 2016, respectively. During the years ended December 31, 2018, 2017 and 2016, the Company recorded revenue of $2.9 million, $2.6 million and $1.1 million, respectively, arising from commercial transactions with a life sciences company in which a member of the Company’s Board of Directors is Chairman and Chief Executive Officer. During the year ended December 31, 2018, the Company recorded revenue of $0.6 million from commercial transactions with a hospital in which a member of the Company’s Board of Directors serves on the Board of Trustees. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | Note 22—Recent Accounting Pronouncements In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new standard simplifies the subsequent measurement of goodwill by eliminating the second step of the goodwill impairment test. This ASU will be applied prospectively and is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. This standard is not expected to have a material impact on the Company’s financial position, results of operations or statements of cash flows upon adoption. In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business. This new standard clarifies the definition of a business and provides a screen to determine when an integrated set of assets and activities is not a business. The screen requires that when substantially all of the fair value of the gross assets acquired (or disposed of) is concentrated in a single identifiable asset or a group of similar identifiable assets, the set is not a business. This new standard was adopted as of the effective date of January 1, 2018. The Company has evaluated the provisions of this standard and has determined that the impact of adoption of ASU No. 2017-01 was not material to the Company’s consolidated financial statements. In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740)—Intra-Entity Transfer of Assets Other than Inventory . The new standard requires recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset (excluding inventory) when the transfer occurs. This is a change from existing U.S. GAAP which prohibits recognition of current and deferred income taxes until the asset is sold to a third party. This new standard was adopted as of the effective date of January 1, 2018. The Company has evaluated the provisions of this standard and has determined that the impact of adoption of ASU No. 2016-16 was not material to the Company’s consolidated financial statements. In February 2016, the FASB issued ASU No. 2016-02, Leases which provides guidance on the recognition, measurement, presentation and disclosure of leases. The new standard supersedes present U.S. GAAP guidance on leases and requires all leases with terms longer than 12 months to be reported on the balance sheet as right-of-use (“ROU”) assets and lease liabilities, as well as, provide additional disclosures. The lease liability represents the lessee’s obligation to make lease payments arising from a lease and will be measured as the present value of the lease payments. The right-of-use asset represents the lessee’s right to use a specified asset for the lease term, and will be measured at the lease liability amount, adjusted for lease prepayment, lease incentives received and the lessee’s initial direct costs. The new standard is effective as of January 1, 2019. Under ASU No. 2016-02, companies are required to transition to the new standard in the period of adoption at the beginning of the earliest period presented in the financial statements (January 1, 2017 for the Company). In July 2018, the FASB issued ASU No. 2018-11 as an update to ASU No. 2016-02, which in part provided companies the option of transitioning to the new standard as of the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The Company adopted the new standard as of January 1, 2019 using the alternative transition method under ASU No. 2018-11 and will recognize a cumulative-effect adjustment to the opening balance sheet. The Company elected the available package of practical expedients for leases that commenced prior to the effective date that allows it to not reassess: 1) whether any expired or existing contracts are or contain leases; 2) the lease classification for any expired or existing leases; and 3) the accounting treatment of initial direct costs for any expired or existing leases. The Company also elected the practical expedient that allows lessees to treat lease and non-lease components of leases as a single lease component. The Company is in the process of finalizing the implementation of a leasing software that will provide the required accounting disclosures and is continuing to finalize its calculations based on the new standard. Accordingly, the Company has not completed its evaluation of all aspects of the new standard. The Company expects that the new standard will have a material impact on its consolidated balance sheet due to the recognition of right-of-use assets and lease liabilities for substantially all leases currently accounted for as operating leases. As the Company completes its evaluation of this new standard, new information may arise that could change its current understanding of the impact to its consolidated financial statements. The Company is also working to establish new processes and internal controls that may be required to comply with the new standard, but it does not expect it will have a material impact on the Company’s operations. |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data (Unaudited) | |
Quarterly Financial Data (Unaudited) | Note 23—Quarterly Financial Data (Unaudited) A summary of operating results for the quarterly periods in the years ended December 31, 2018 and 2017, is set forth below (in millions, except per share data): Quarter Ended March 31 June 30 September 30 December 31 Year ended December 31, 2018 Net revenue $ 431.7 $ 443.7 $ 466.6 $ 553.6 Gross profit 199.4 205.2 222.6 272.8 Operating income 38.1 48.8 69.1 106.4 Net income attributable to Bruker Corporation 27.0 31.2 43.4 78.1 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 0.17 $ 0.20 $ 0.28 $ 0.50 Diluted $ 0.17 $ 0.20 $ 0.28 $ 0.50 Year ended December 31, 2017 Net revenue $ 384.9 $ 414.9 $ 435.6 $ 530.5 Gross profit 176.4 184.5 198.9 256.2 Operating income 37.6 35.3 51.3 95.3 Net income (loss) attributable to Bruker Corporation 21.6 23.4 37.0 (3.4) Net income (loss) per common share attributable to Bruker Corporation shareholders: Basic $ 0.14 $ 0.15 $ 0.23 $ (0.02) Diluted $ 0.13 $ 0.15 $ 0.23 $ (0.02) |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Principles of Consolidation | Principles of Consolidation The accompanying consolidated financial statements include the accounts of the Company and all majority and wholly‑owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Noncontrolling Interests | Noncontrolling Interests Noncontrolling interests represents the minority shareholders’ proportionate share of the Company’s majority‑owned subsidiaries. The portion of net income or net loss attributable to non‑controlling interests is presented as net income attributable to noncontrolling interests in consolidated subsidiaries in the consolidated statements of income and comprehensive income, and the portion of other comprehensive income of these subsidiaries is presented in the consolidated statements of shareholders’ equity. |
Redeemable Noncontrolling Interests | Redeemable Noncontrolling Interests The Company has an agreement with noncontrolling interest holders that provides the Company with the right to purchase, and the noncontrolling interest holders with the right to sell, their remaining minority interest at a contractually defined redemption value. These rights are accelerated in certain events. As the redemption is contingently redeemable at the option of the noncontrolling interest shareholders, the Company classifies the carrying amount of the redeemable noncontrolling interest in the mezzanine section on the consolidated balance sheet, which is presented above the equity section and below liabilities. Subsequent to the acquisition, the redeemable noncontrolling interest is measured at the greater of the amount that would be paid if settlement occurred as of the balance sheet date based on the contractually defined redemption value and its carrying amount adjusted for net income (loss) attributable to the noncontrolling interest. Adjustments to the carrying value of the redeemable noncontrolling interest are recorded through retained earnings. |
Business Combinations | Business Combinations The Company accounts for business combinations under the acquisition method of accounting. Accordingly, at the date of each acquisition, the Company measures the fair value of all identifiable assets acquired (including intangible assets), liabilities assumed and any remaining noncontrolling interests and allocates the amounts paid to all items measured. The fair value of identifiable intangible assets acquired are based on valuations that use information and assumptions determined by management and which consider management’s best estimates of inputs and assumptions that a market participant would use. |
Subsequent Events | Subsequent Events The Company has evaluated all subsequent events and determined that there are no material recognized or unrecognized subsequent events, or any subsequent events required to be mentioned in the footnotes to the consolidated financial statements. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents primarily include cash on hand, money market funds and time deposits with original maturities of three months or less at the date of acquisition. Time deposits represent amounts on deposit in banks and temporarily invested in instruments with maturities of three months or less at the time of purchase. Certain of these investments represent deposits which are not insured by the FDIC or any other government agency. Cash equivalents are carried at cost, which approximates fair value. |
Short-term Investments | Short-term Investments Short-term investments represent time and call deposits with original maturities of greater than three months at the date of acquisition. Short-term investments are classified as available-for-sale and are reported at fair value. There were no unrealized gains (losses) recorded as of December 31, 2018 and 2017, as cost approximates current fair value. There were no short-term investments held by the Company as of December 31, 2018. |
Restricted Cash | Restricted Cash Restricted cash is included as a component of cash, cash equivalents, and restricted cash on the Company's consolidated statement of cash flows. The Company has certain subsidiaries that are required by local laws and regulations to maintain restricted cash balances to cover future employee benefit payments. Restricted cash balances are classified as non-current unless, under the terms of the applicable agreements, the funds will be released from restrictions within one year from the balance sheet date. The current and non-current portion of restricted cash is recorded within other current assets and other long-term assets, respectively, in the accompanying consolidated balance sheets. The inclusion of restricted cash increased the balances of the consolidated statement of cash flows as follows (dollars in millions): 2018 2017 2016 Beginning Balance $ 3.9 $ 3.5 $ 4.1 Ending Balance $ 3.9 $ $ 3.5 |
Derivative Financial Instruments and Hedging Activities | Derivative Financial Instruments and Hedging Activities All derivatives, whether designated in a hedging relationship or not, are recorded on the consolidated balance sheets at fair value. The accounting for changes in fair value of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship and further, on the type of hedging relationship. For those derivative instruments that are designated and qualify as hedging instruments, the Company must designate the hedging instrument, based on the exposure being hedged, as a fair value hedge, cash flow hedge, foreign currency hedge or a hedge of a net investment in a foreign operation. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company applies the following hierarchy to determine the fair value of financial instruments, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement. The levels in the hierarchy are defined as follows: · Level 1: Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. · Level 2: Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3: Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The valuation techniques that may be used by the Company to determine the fair value of Level 2 and Level 3 financial instruments are the market approach, the income approach and the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The income approach uses valuation techniques to convert future amounts to a single present value based on current market expectations about those future amounts, including present value techniques, option‑pricing models and the excess earnings method. The cost approach is based on the amount that would be required to replace the service capacity of an asset (replacement cost). The Company’s financial instruments consist primarily of cash equivalents, short-term investments, restricted cash, derivative instruments consisting of forward foreign exchange contracts, commodity contracts, derivatives embedded in certain purchase and sale contracts, derivatives embedded within noncontrolling interests, accounts receivable, accounts payable, contingent consideration and long-term debt. The carrying amounts of the Company’s cash equivalents, short-term investments and restricted cash, accounts receivable, borrowings under a revolving credit agreement and accounts payable approximate fair value because of their short‑term nature. Derivative assets and liabilities are measured at fair value on a recurring basis. The Company’s long‑term debt consists principally of a private placement arrangement entered into in 2012 with various fixed interest rates based on the maturity date and borrowings under a revolving credit agreement. The Company has evaluated the estimated fair value of financial instruments using available market information and management’s estimates. The use of different market assumptions and/or estimation methodologies could have a significant effect on the estimated fair value amounts. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that subject the Company to credit risk consist of cash, cash equivalents, short-term investments, derivative instruments, accounts receivables and restricted cash. The risk with respect to cash, cash equivalents and short-term investments is minimized by the Company’s policy of investing in short-term financial instruments issued by highly‑rated financial institutions. The risk with respect to derivative instruments is minimized by the Company’s policy of entering into arrangements with highly‑rated financial institutions. The risk with respect to accounts receivables is minimized by the creditworthiness and diversity of the Company’s customers. The Company performs periodic credit evaluations of its customers’ financial condition and generally requires an advanced deposit for a portion of the purchase price. Credit losses have been within management’s expectations and the allowance for doubtful accounts totaled $3.8 million and $4.7 million as of December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, no single customer represented 10% or more of the Company’s accounts receivable. For the years ended December 31, 2018, 2017 and 2016, no single customer represented 10% or more of the Company’s total revenue. |
Inventories | Inventories Components of inventory include raw materials, work‑in‑process, demonstration units and finished goods. Demonstration units include systems which are located in the Company’s demonstration laboratories or installed at the sites of potential customers and are considered available for sale. Finished goods include in‑transit systems that have been shipped to the Company’s customers, but not yet installed and accepted by the customer. All inventories are stated at the lower of cost and net realizable value. Cost is determined principally by the first‑in, first‑out method for a majority of subsidiaries and by average‑cost for certain other subsidiaries. The Company reduces the carrying value of its inventories for differences between cost and estimated net realizable value, taking into consideration usage in the preceding twelve months, expected demand, technological obsolescence and other information including the physical condition of demonstration inventories. The Company records a charge to cost of product revenue for the amount required to reduce the carrying value of inventory to net realizable value. Costs associated with the procurement of inventories, such as inbound freight charges and purchasing and receiving costs, are capitalized as part of inventory and are also included in the cost of product revenue line item within the consolidated statements of income and comprehensive income. In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory . This guidance eliminates the measurement of inventory at market value, and inventory is now measured at the lower of cost and net realizable value. The ASU defines net realizable value as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company adopted ASU No. 2015-11 on a prospective basis in the first quarter of 2017. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are stated at cost less accumulated depreciation and amortization. Major improvements that extend the useful lives of such assets are capitalized while expenditures for maintenance, repairs and minor improvements are charged to expense as incurred. When assets are retired or otherwise disposed of, the assets and related accumulated depreciation and amortization are eliminated from the accounts and any resulting gain or loss is reflected in the consolidated statements of income and comprehensive income. Depreciation and amortization are calculated on a straight‑line basis over the estimated useful lives of the assets as follows: Buildings 25-40 years Machinery and equipment 3-10 years Computer equipment and software 3-5 years Furniture and fixtures 3-10 years Leasehold improvements Lesser of 15 years or the remaining lease term |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill and indefinite‑lived intangible assets are not amortized, but are evaluated for impairment on an annual basis, or on an interim basis when events or changes in circumstances indicate that the carrying value may not be recoverable. In assessing the recoverability of goodwill and indefinite‑lived intangible assets, the Company must make assumptions regarding the estimated future cash flows, and other factors, to determine the fair value of these assets. If these estimates or their related assumptions change in the future, the Company may be required to record impairment charges against these assets in the reporting period in which the impairment is determined. The Company tests goodwill for impairment at the reporting unit level, which is the operating segment or one level below an operating segment. The Company has the option of performing a qualitative assessment to determine whether further impairment testing is necessary before performing the two‑step quantitative assessment. If as a result of the qualitative assessment, it is more‑likely‑than‑not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test will be required. Otherwise, no further testing will be required. If a quantitative impairment test is performed, the first step involves comparing the fair values of the applicable reporting units with their aggregate carrying values, including goodwill. The Company generally determines fair value of reporting units using a weighting of both the market and the income methodologies. Estimating the fair value of the reporting units requires significant judgment by management. If the carrying amount of a reporting unit exceeds the fair value of the reporting unit, the Company performs the second step of the goodwill impairment test to measure the amount of the impairment. In the second step of the goodwill impairment test the Company compares the implied fair value of the reporting unit’s goodwill with the carrying value of that goodwill. In process research and development, or IPR&D, acquired as part of business combinations under the acquisition method represents ongoing development work associated with enhancements to existing products, as well as the development of next generation products. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment on an annual basis, or when indicators of impairment are identified. When the IPR&D project is complete, it is reclassified as a finite‑lived intangible asset and is amortized over its estimated useful life. If an IPR&D project is abandoned before completion or is otherwise determined to be impaired, the value of the asset or the amount of the impairment is charged to the consolidated statements of income and comprehensive income in the period the project is abandoned or impaired. Intangible assets with a finite useful life are amortized on a straight‑line basis over their estimated useful lives as follows: Existing technology and related patents 3-15 years Customer and distributor relationships 5-15 years Trade names 5-15 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Impairment losses are recorded on long-lived assets used in operations when indicators of impairment are present and the quoted market price, if available or the estimated fair value of those assets are less than the assets’ carrying value and are not recoverable. Determination of recoverability is based on an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual disposition. In the event that such cash flows are not expected to be sufficient to recover the carrying amount of the assets, the assets are written-down to their fair values. Impairment losses are charged to the consolidated statements of income and comprehensive income for the difference between the fair value and carrying value of the asset. |
Warranty Costs and Deferred Revenue | Warranty Costs and Deferred Revenue The Company typically provides a one year parts and labor warranty with the purchase of equipment. The anticipated cost for this warranty is accrued upon recognition of the sale and is included as a current liability on the accompanying consolidated balance sheets. The Company’s warranty reserve reflects estimated material and labor costs for potential product issues for which the Company expects to incur an obligation. The Company’s estimates of anticipated rates of warranty claims and costs are primarily based on historical information. The Company assesses the adequacy of the warranty reserve on a quarterly basis and adjusts the amount as necessary. If the historical data used to calculate the adequacy of the warranty reserve is not indicative of future requirements, additional or reduced warranty reserves may be required. The Company also offers to its customers extended warranty and service agreements extending beyond the initial warranty for a fee. These fees are recorded as deferred revenue and recognized ratably into income over the life of the extended warranty contract or service agreement. |
Income Taxes | Income Taxes Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company records liabilities related to uncertain tax positions in accordance with the guidance that clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements. This guidance prescribes a minimum recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company includes accrued interest and penalties related to unrecognized tax benefits and income tax liabilities, when applicable, in income tax expense. |
Customer Advances | Customer Advances The Company typically requires an advance deposit under the terms and conditions of contracts with customers. These deposits are recorded as a current or long-term liability until revenue is recognized on the specific contract in accordance with the Company’s revenue recognition policy. |
Revenue Recognition | Revenue Recognition 2018 Policy under ASC 606: The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The key elements of ASC 606 are: 1) identifying a contract with the customer; 2) identifying the performance obligations in the contract; 3) determining the transaction price; 4) allocating the transaction price to the performance obligations in the contract; and 5) recognizing revenue when (or as) each performance obligation is satisfied. A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. Some of the Company’s contracts have multiple performance obligations, most commonly due to providing additional goods or services along with a system, such as installation, accessories, parts and services. For contracts with multiple performance obligations, the Company allocates the contract’s transaction price to each performance obligation using the best estimate of the standalone selling price of each distinct good or service being provided to the customer. The Company’s best evidence of standalone selling price is its normal selling pricing and discounting practices for the specific product or service when sold on a standalone basis. Alternatively, when not sold separately, the Company may determine standalone selling price using an expected cost plus a margin approach. The Company analyzes its selling prices used in the allocation of the transaction price, at a minimum, on an annual basis. Selling prices will be analyzed more frequently if a significant change in the Company’s business or other factors necessitate more frequent analysis or the Company experiences significant variances in its selling prices. The Company’s performance obligations are typically satisfied at a point in time, most commonly either on shipment or customer acceptance. Certain performance obligations, such as maintenance contracts and extended warranty, are recognized over time based on the contractual obligation period. In addition, certain arrangements to provide more customized deliverables may be satisfied over time based on the extent of progress towards completion. For performance obligations recognized over time, revenue is measured by progress toward completion of the performance obligation that reflects the transfer of control. Typically, progress is measured using a cost-to-cost method based on cost incurred to date relative to total estimated costs upon completion as this best depicts the transfer of control to the customer. Application of the cost-to-cost method requires the Company to make reasonable estimates of the extent of progress toward completion and the total costs the Company expects to incur. Losses are recorded immediately when the Company estimates that contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue recognition. The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative costs. Amounts billed to customers in connection with these costs are included in total revenues. When control of the goods transfers prior to the completion of the Company’s obligation to ship the products to its customers, the Company has elected the practical expedient to account for the shipping services as a fulfillment cost. The Company expenses incremental costs of obtaining a contract as and when incurred if the expected amortization period is one year or less or the amount is immaterial. The Company excludes from the transaction price all taxes assessed by a governmental authority on revenue-producing transactions that are collected by the Company from a customer. The Company recognizes revenue from systems sales upon transfer of control in an amount that reflects the consideration it expects to receive. Transfer of control generally occurs upon shipment, or for certain systems, based upon customer acceptance for a system once delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, the Company is required to assess when it can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. For systems that require installation and where system revenue is recognized upon shipment, the standalone selling price of installation is deferred until customer acceptance. Revenue from accessories and parts is generally recognized based on shipment. Service revenue is recognized as the services are performed or ratably over the contractual obligation and includes maintenance contracts, extended warranties, training, application support and on-demand services. When products are sold through an independent distributor or a strategic distribution partner, the Company recognizes the system sale upon transfer of control which is typically on shipment. When the Company is responsible for installation, the standalone selling price of installation is deferred until customer acceptance. The Company’s distributors do not have price protection rights or rights of return; however, the Company’s products are typically warranted to be free from defect for a period of one year. The Company requires an advance deposit based on the terms and conditions of contracts with customers for many of its contracts. Typically, revenue is recognized within one year of receiving an advance deposit. The Company does not have any material payment terms that extend beyond one year. For contracts where an advance payment is received greater than one year from expected revenue recognition, or a portion of the payment due extends beyond one year, the Company determined it does not constitute a significant financing component. There is minimal variable consideration included in the transaction price of the Company’s contracts. Other revenues are primarily comprised of development arrangements recognized on a cost-plus-fixed-fee basis and licensing arrangements recognized either when the licenses are provided or ratably over the contract term depending on the nature of the arrangement. |
Contract Assets and Liabilities | Contract Assets and Liabilities Contract assets represent unbilled receivables when revenue recognized exceeds the amount billed to the customer, and the right to payment is not just subject to the passage of time. Contract assets typically result from system revenue recorded where a portion of the transaction price is not billable until a future event, such as customer acceptance, or from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis as revenue exceeds the amount billed to the customer. Amounts may not exceed their net realizable value. Contract assets are generally classified as current. Contract liabilities consist of customer advances, deferred revenue and billings in excess of revenue from contracts recognized on a cost-to-cost or cost-plus-fixed-fee basis. Contract liabilities are classified as current or long-term based on the timing of when the Company expects to recognize revenue. Contract assets and liabilities are reported in a net position on a contract-by-contract basis at the end of each reporting period. 2017 & 2016 Policy under ASC 605: The Company recognized revenue from systems sales when persuasive evidence of an arrangement exists, the price is fixed or determinable, title and risk of loss has been transferred to the customer and collectability of the resulting receivable is reasonably assured. Title and risk of loss generally transfers upon shipment, or for certain systems, based upon customer acceptance for a system that has been delivered and installed at a customer facility. For systems that include customer-specific acceptance criteria, the Company is required to assess when it can demonstrate the acceptance criteria has been met, which generally is upon successful factory acceptance testing or customer acceptance and evidence of installation. When products are sold through an independent distributor or a strategic distribution partner who assumes responsibility for installation, the Company recognizes the system sale when the product has been shipped and title and risk of loss have been transferred to the distributor. The Company’s distributors do not have price protection rights or rights of return; however, the Company’s products are typically warranted to be free from defect for a period of one year. Revenue is deferred until cash is received when collectability is not reasonably assured or when the price is not fixed or determinable. For transactions that include multiple elements, arrangement consideration was allocated to each element using the fair value hierarchy as required by ASU No. 2009-13. The Company limits the amount of revenue recognized for delivered elements to the amount that is not contingent on the future delivery of products or services, future performance obligations, or subject to customer-specific return or refund privileges. The Company determines the fair value of its products and services based upon vendor specific objective evidence (“VSOE”). The Company determines VSOE based on its normal selling pricing and discounting practices for the specific product or service when sold on a stand-alone basis. In determining VSOE, the Company’s policy requires a substantial majority of selling prices for a product or service to be within a reasonably narrow range. The Company also considers the class of customer, method of distribution and the geographies into which products and services are being sold when determining VSOE. If VSOE cannot be established, the Company attempts to establish the selling price based on third-party evidence (“TPE”). VSOE cannot be established in instances where a product or service has not been sold separately, stand-alone sales are too infrequent or product pricing is not within a sufficiently narrow range. TPE is determined based on competitor prices for similar deliverables when sold separately. When the Company cannot determine VSOE or TPE, it uses estimated selling price (“ESP”) in its allocation of arrangement consideration. The objective of ESP is to determine the price at which the Company would typically transact a stand-alone sale of the product or service. ESP is determined by considering a number of factors including the Company’s pricing policies, internal costs and gross profit objectives, method of distribution, market research and information, recent technological trends, competitive landscape and geographies. The Company analyzes the selling prices used in its allocation of arrangement consideration, at a minimum, on an annual basis. Selling prices will be analyzed more frequently if a significant change in the Company’s business or other factors necessitate more frequent analysis or if the Company experiences significant variances in its selling prices. Revenue from accessories and parts is generally recognized based on shipping terms. Service revenue is recognized as the services are performed or ratably over the contractual obligation and includes maintenance contracts, extended warranty, training, application support and on-demand services. The Company also has contracts for which it applies the percentage-of-completion model and completed contract model of revenue recognition. Application of the percentage-of-completion method requires the Company to make reasonable estimates of the extent of progress toward completion of the contract and the total costs the Company will incur under the contract and losses are recorded immediately when we estimate that contracts will ultimately result in a loss. Changes in the estimates could affect the timing of revenue recognition. Other revenues are primarily comprised of development arrangements recognized on a cost-plus-fixed-fee basis and licensing arrangements recognized ratably over the term of the related contracts. |
Shipping and Handling Costs | Shipping and Handling Costs The Company includes costs incurred in connection with shipping and handling of products within selling, general and administrative expenses in the accompanying consolidated statements of income and comprehensive income. Shipping and handling costs were $25.2 million, $23.2 million and $21.3 million in the years ended December 31, 2018, 2017 and 2016, respectively. Amounts billed to customers in connection with these costs are included in total revenues. |
Research and Development | Research and Development The Company commits substantial capital and resources to internal and collaborative research and development projects in order to provide innovative products and solutions to their customers. The Company conducts research primarily to enhance system performance and improve the reliability of existing products, and to develop revolutionary new products and solutions. Research and development costs are expensed as incurred and include salaries, wages and other personnel related costs, material costs and depreciation, consulting costs and facility costs. |
Capitalized Software | Capitalized Software Purchased software is capitalized at cost and is amortized over the estimated useful life, which is generally three years. Software developed for use in the Company’s products is expensed as incurred to research and development expense until technological feasibility is achieved. Subsequent to the achievement of technological feasibility, amounts are capitalizable; however, to date such amounts have not been material. |
Advertising | Advertising The Company expenses advertising costs as incurred. Advertising expenses were $14.4 million, $14.0 million and $12.7 million during the years ended December 31, 2018, 2017 and 2016, respectively. |
Stock-Based Compensation | Stock‑Based Compensation The Company recognizes stock-based compensation expense in the consolidated statements of income and comprehensive income based on the fair value of the share-based award at the grant date. The Company’s primary types of share-based compensation are stock options, restricted stock awards and restricted stock units. The Company recorded stock-based compensation expense for the years ended December 31, 2018, 2017 and 2016, as follows (in millions): 2018 2017 2016 Stock options $ 4.2 $ 6.2 $ 7.5 Restricted stock awards 0.8 1.4 1.6 Restricted stock units 6.3 3.4 0.3 Total stock-based compensation $ 11.3 $ 11.0 $ 9.4 2018 2017 2016 Costs of product revenue $ 1.7 $ 1.7 $ 1.4 Selling, general and administrative 7.9 7.6 6.6 Research and development 1.7 1.7 1.4 Total stock-based compensation $ 11.3 $ 11.0 $ 9.4 Compensation expense is amortized on a straight-line basis over the underlying vesting terms of the share-based award. Stock options to purchase the Company’s common stock are periodically awarded to executive officers and other employees of the Company subject to a vesting period of three to four years. The fair value of each option award is estimated on the date of grant using the Black-Scholes option‑pricing model. Assumptions regarding volatility, expected term, dividend yield and risk-free interest rates are required for the Black-Scholes model and are presented in the table below: 2018 2017 2016 Risk-free interest rates 1.78%-2.09% 1.23%-2.21% Expected life 5.38 years 5.56 years 5.75-7.02 years Volatility 30.78%-34.13% 33.57%-41.60% Expected dividend yield 0.55%-0.74% 0.0%-0.78% Risk-free interest rates are based on the yield on zero-coupon U.S. Treasury securities for a period that is commensurate with the expected life assumption. Expected life is determined through a calculation based on historical experience. Expected volatility is based on the Company’s historical volatility results. The expected dividend yield was included in the option pricing formula beginning in February 2016 when the Company adopted a dividend policy. The Company utilizes an estimated forfeiture rate derived from an analysis of historical data of 7.5%, 6.7% and 6.2% for the years ended December 31, 2018, 2017 and 2016, respectively. |
Earnings Per Share | Earnings Per Share Net income per common share attributable to Bruker Corporation shareholders is calculated by dividing net income attributable to Bruker Corporation, adjusted to reflect changes in the redemption value of the redeemable noncontrolling interest, by the weighted-average shares outstanding during the period. The diluted net income per share computation includes the effect of shares which would be issuable upon the exercise of outstanding stock options and the vesting of restricted stock, reduced by the number of shares which are assumed to be purchased by the Company under the treasury stock method. There was no redemption value adjustment of the redeemable noncontrolling interest for the year ended December 31, 2018, 2017 or 2016. The following table sets forth the computation of basic and diluted weighted average shares outstanding for the years ended December 31, (in millions, except per share data): 2018 2017 2016 Net income attributable to Bruker Corporation, as reported $ 179.7 $ 78.6 $ 153.6 Weighted average shares outstanding: Weighted average shares outstanding-basic 156.2 158.1 161.4 Effect of dilutive securities: Stock options, restricted stock awards and restricted stock units 1.0 1.0 0.8 157.2 159.1 162.2 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 1.15 $ 0.50 $ 0.95 Diluted $ 1.14 $ 0.49 $ 0.95 Stock options and restricted stock units to purchase approximately 0.2 million shares, 0.3 million shares and 0.6 million shares were excluded from the computation of diluted earnings per share for the years ended December 31, 2018, 2017 and 2016, respectively, because their effect would have been anti-dilutive. |
Post Retirement Benefit Plans | Post Retirement Benefit Plans The Company recognizes the over‑funded or under‑funded status of defined benefit pension and other postretirement defined benefit plans as an asset or liability, respectively, in its consolidated balance sheets and recognizes changes in the funded status in the year in which the changes occur through other comprehensive income. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Other comprehensive income (loss) refers to revenues, expenses, gains and losses that are excluded from net income as these amounts are recorded directly as an adjustment to shareholders’ equity, net of tax. The Company’s other comprehensive income (loss) was composed of foreign currency translation adjustments and pension liability adjustments. |
Foreign Currency Translation | Foreign Currency Translation Assets and liabilities of the Company’s foreign subsidiaries, where the functional currency is the local currency, are translated into U.S. Dollars using year‑end exchange rates, or historical rates, as appropriate. Revenues and expenses of foreign subsidiaries are translated at the average exchange rates in effect during the year. Adjustments resulting from financial statement translations are included as a separate component of shareholders’ equity. Gains and losses resulting from translation of foreign currency monetary transactions are reported in interest and other income (expense), net in the consolidated statements of income and comprehensive income for all periods presented. The Company has certain intercompany foreign currency transactions that are deemed to be of a long‑term investment nature. Exchange adjustments related to those transactions are made directly to a separate component of shareholders’ equity. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks common to its industry including, but not limited to, global economic conditions, rapid technological change, government and academic funding levels, changes in commodity prices, spending patterns of its customers, protection of its intellectual property, availability of key raw materials and components, compliance with existing and future regulation by government agencies and fluctuations in foreign currency exchange rates. |
Loss Contingencies | Loss Contingencies Loss contingency provisions are recorded if the potential loss from any claim, asserted or unasserted, or legal proceeding related to patents, products and other matters, is considered probable and the amount can be reasonably estimated or a range of loss can be determined. These accruals represent management’s best estimate of probable loss. Disclosure is provided when it is reasonably possible that a loss will be incurred or when it is reasonably possible that the amount of a loss will exceed the recorded provision. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Significant estimates and judgments made by management in preparing these financial statements include revenue recognition, allowances for doubtful accounts, write-downs for excess and obsolete inventory, estimated fair values used to record impairment charges related to intangible assets, goodwill, and other long-lived assets, amortization periods, expected future cash flows used to evaluate the recoverability of long-lived assets and to record intangible assets in business combinations, stock-based compensation expense, warranty allowances, restructuring and other related charges, contingent liabilities and the recoverability of the Company’s net deferred tax assets. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. Actual results may differ from management’s estimates if these results differ from historical experience or other assumptions prove not to be substantially accurate, even if such assumptions were reasonable when made. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Summary of Significant Accounting Policies | |
Schedule of increase in cash flow statement balances due to inclusion of restricted cash | The inclusion of restricted cash increased the balances of the consolidated statement of cash flows as follows (dollars in millions): 2018 2017 2016 Beginning Balance $ 3.9 $ 3.5 $ 4.1 Ending Balance $ 3.9 $ $ 3.5 |
Estimated useful lives of property, plant and equipment | Depreciation and amortization are calculated on a straight‑line basis over the estimated useful lives of the assets as follows: Buildings 25-40 years Machinery and equipment 3-10 years Computer equipment and software 3-5 years Furniture and fixtures 3-10 years Leasehold improvements Lesser of 15 years or the remaining lease term |
Estimated useful lives of finite intangible assets | Intangible assets with a finite useful life are amortized on a straight‑line basis over their estimated useful lives as follows: Existing technology and related patents 3-15 years Customer and distributor relationships 5-15 years Trade names 5-15 years |
Stock-based compensation expense, by award | The Company recorded stock-based compensation expense for the years ended December 31, 2018, 2017 and 2016, as follows (in millions): 2018 2017 2016 Stock options $ 4.2 $ 6.2 $ 7.5 Restricted stock awards 0.8 1.4 1.6 Restricted stock units 6.3 3.4 0.3 Total stock-based compensation $ 11.3 $ 11.0 $ 9.4 |
Stock-based compensation expense, cost allocation | The Company recorded stock-based compensation expense for the years ended December 31, 2018, 2017 and 2016, as follows (in millions): 2018 2017 2016 Costs of product revenue $ 1.7 $ 1.7 $ 1.4 Selling, general and administrative 7.9 7.6 6.6 Research and development 1.7 1.7 1.4 Total stock-based compensation $ 11.3 $ 11.0 $ 9.4 |
Assumptions regarding volatility, expected life, dividend yield and risk-free interest rates | Assumptions regarding volatility, expected term, dividend yield and risk-free interest rates are required for the Black-Scholes model and are presented in the table below: 2018 2017 2016 Risk-free interest rates 1.78%-2.09% 1.23%-2.21% Expected life 5.38 years 5.56 years 5.75-7.02 years Volatility 30.78%-34.13% 33.57%-41.60% Expected dividend yield 0.55%-0.74% 0.0%-0.78% |
Computation of basic and diluted weighted average shares outstanding and net income per common share | The following table sets forth the computation of basic and diluted weighted average shares outstanding for the years ended December 31, (in millions, except per share data): 2018 2017 2016 Net income attributable to Bruker Corporation, as reported $ 179.7 $ 78.6 $ 153.6 Weighted average shares outstanding: Weighted average shares outstanding-basic 156.2 158.1 161.4 Effect of dilutive securities: Stock options, restricted stock awards and restricted stock units 1.0 1.0 0.8 157.2 159.1 162.2 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 1.15 $ 0.50 $ 0.95 Diluted $ 1.14 $ 0.49 $ 0.95 |
Revenue (Tables)
Revenue (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue | |
Schedule of revenues disaggregated by Group, end customer geographical location and timing of recognition | The following table presents the Company’s revenues by Group for the year ended December 31, 2018 (dollars in millions): 2018 Revenue by Group: Bruker BioSpin $ 591.1 Bruker CALID 547.8 Bruker Nano 568.1 BEST 194.8 Eliminations (6.2) Total revenue $ 1,895.6 Revenue for the Company recognized at a point in time versus over time is as follows for the year ended December 31, 2018 (dollars in millions): 2018 Revenue recognized at a point in time $ 1,716.8 Revenue recognized over time 178.8 Total revenue $ 1,895.6 |
Acquisitions (Tables)
Acquisitions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
2018 Acquisitions | |
Acquisitions | |
Schedule of consideration transferred and the respective reporting segment for each acquisition | The following table reflects the components and preliminary fair value allocations of the consideration transferred in connection with the 2018 acquisitions and the respective reporting segment for each of the acquisitions (dollars in millions): Company acquired Anasys JPK Mestrelab Hain Alicona Reportable segment assigned BSI BSI BSI BSI BSI Consideration Transferred: Cash paid $ 27.0 $ 16.6 $ 11.2 $ 76.6 $ 55.4 Cash acquired — (0.2) (1.9) (3.4) (1.4) Contingent consideration 5.3 4.3 — — — Total consideration transferred $ 32.3 $ 20.7 $ 9.3 $ 73.2 $ 54.0 Allocation of Consideration Transferred: Inventories $ 2.8 $ 3.0 $ — $ 9.7 $ 10.1 Accounts receivable 0.8 1.8 2.4 5.9 3.7 Other current and non-current assets 1.1 0.7 0.8 1.5 2.0 Property, plant and equipment — — 0.1 2.3 1.5 Intangible assets: Technology 7.3 7.0 4.9 38.1 15.2 Customer relationship 8.0 7.5 4.7 38.6 19.8 Backlog 1.8 1.1 — — 2.3 Trade name 0.6 0.6 0.5 3.9 1.9 Goodwill 16.6 8.0 12.5 42.3 19.3 Deferred taxes, net (3.2) (4.9) (2.5) (19.6) (9.1) Liabilities assumed (3.5) (4.1) (1.3) (15.0) (6.5) Assumed debt — — — (11.3) (6.2) Redeemable noncontrolling interest — — — (23.2) — Hybrid instrument liability — — (12.8) — — Total consideration transferred $ 32.3 $ 20.7 $ 9.3 $ 73.2 $ 54.0 |
2017 Acquisitions | |
Acquisitions | |
Schedule of consideration transferred and the respective reporting segment for each acquisition | The following tables reflect the consideration transferred and the respective reporting segment for each of the acquisitions: Name of Acquisition Date Acquired Segment Consideration Cash Consideration InVivo Biotech Svs GmbH. January 2, 2017 BSI $ 9.1 $ 9.1 Hysitron, Incorporated January 23, 2017 BSI 28.8 27.2 Luxendo GmbH May 5, 2017 BSI 21.9 18.8 Other Various BSI 11.5 11.2 $ 71.3 $ 66.3 |
2016 Acquisitions | |
Acquisitions | |
Schedule of consideration transferred and the respective reporting segment for each acquisition | The following tables reflect the consideration transferred and the respective reporting segment for each of the acquisitions: Name of Acquisition Date Acquired Segment Consideration Cash Consideration Oxford Instruments Superconducting Wire LLC (OST) November 17, 2016 BEST $ 15.9 $ 15.9 Other Various BSI 15.5 8.4 $ 31.4 $ 24.3 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value of Financial Instruments | |
Schedule of financial instruments measured at fair value on a recurring basis | The following tables set forth the Company’s financial instruments and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement at December 31, 2018 and 2017 (in millions): Quoted Prices Significant in Active Other Significant Markets Observable Unobservable Available Inputs Inputs December 31, 2018 Total (Level 1) (Level 2) (Level 3) Assets: Foreign exchange contracts $ 0.2 $ — $ 0.2 $ — Embedded derivatives in purchase and delivery contracts 0.4 — 0.4 — Total assets recorded at fair value $ 0.6 $ — $ 0.6 $ — Liabilities: Contingent consideration $ 15.1 $ — $ — $ 15.1 Hybrid instrument liability 12.9 — — 12.9 Foreign exchange contracts 2.8 — 2.8 — Embedded derivatives in purchase and delivery contracts 0.9 — 0.9 — Fixed price commodity contracts 0.5 — 0.5 — Total liabilities recorded at fair value $ 32.2 $ — $ 4.2 $ 28.0 Quoted Prices Significant in Active Other Significant Markets Observable Unobservable Available Inputs Inputs December 31, 2017 Total (Level 1) (Level 2) (Level 3) Assets: Foreign exchange contracts $ 4.5 $ — $ 4.5 $ — Embedded derivatives in purchase and delivery contracts 0.9 — 0.9 — Fixed price commodity contracts 0.8 — 0.8 — Total assets recorded at fair value $ 6.2 $ — $ 6.2 $ — Liabilities: Contingent consideration $ 12.7 $ — $ — $ 12.7 Foreign exchange contracts 0.1 — 0.1 — Embedded derivatives in purchase and delivery contracts 2.9 — 2.9 — Total liabilities recorded at fair value $ 15.7 $ — $ 3.0 $ 12.7 |
Schedule of balances of cash equivalents, restricted cash and short-term investments | The following tables set forth the balances of restricted cash and short-term investments as of December 31, 2018 and 2017 (in millions): 2018 2017 Restricted Cash $ 3.9 $ 3.9 Short-term Investments — 114.2 |
Schedule of changes in contingent consideration liabilities | The following table sets forth the changes in contingent consideration liabilities for the years ended December 31, 2018 and 2017 (in millions): Balance at December 31, 2016 $ 16.6 Current period additions 5.0 Current period adjustments 2.3 Current period settlements (11.7) Foreign currency effect 0.5 Balance at December 31, 2017 12.7 Current period additions 9.9 Current period adjustments (1.9) Current period settlements (5.5) Foreign currency effect (0.1) Balance at December 31, 2018 $ 15.1 |
Schedule of changes in hybrid instrument liability | The following table sets forth the changes in hybrid instrument liability for the year ended December 31, 2018 (dollars in millions): Balance at December 31, 2017 $ — Current period additions 12.9 Balance at December 31, 2018 $ 12.9 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounts Receivable | |
Summary of trade accounts receivable, net | The following is a summary of accounts receivable, net at December 31, (in millions): 2018 2017 Gross accounts receivable $ 361.0 $ 324.0 Allowance for doubtful accounts (3.8) (4.7) Accounts receivable, net $ 357.2 $ 319.3 |
Summary of activity in the allowance for doubtful accounts | The following is a summary of the activity in the Company’s allowance for doubtful accounts at December 31, (in millions): Balance at Additions Deductions Foreign Beginning of Charged to Amounts Currency Balance at Period Expense Written Off Impact End of Period 2018 $ 4.7 $ 0.7 $ (1.7) $ 0.1 $ 3.8 2017 7.9 0.5 (4.4) 0.7 4.7 2016 9.1 0.9 (2.0) (0.1) 7.9 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventories | |
Schedule of inventories | Inventories consisted of the following at December 31, (in millions): 2018 2017 Raw materials $ 164.5 $ 152.0 Work-in-process 182.4 183.1 Finished goods 94.8 96.6 Demonstration units 67.9 54.5 Inventories $ 509.6 $ 486.2 |
Property, Plant and Equipment_2
Property, Plant and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment, Net | |
Summary of property, plant and equipment, net by major asset class | The following is a summary of property, plant and equipment, net by major asset class at December 31, (in millions): 2018 2017 Land $ 26.8 $ 28.1 Building and leasehold improvements 299.2 294.8 Machinery, equipment, software and furniture and fixtures 366.4 364.9 692.4 687.8 Less accumulated depreciation and amortization (421.8) (421.3) Property, plant and equipment, net $ 270.6 $ 266.5 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets | |
Schedule of changes in the carrying amount of goodwill | The following table sets forth the changes in the carrying amount of goodwill for the years ended December 31, 2018, 2017 and 2016 (in millions): Balance at December 31, 2015 $ 130.6 Current period additions/adjustments 1.0 Foreign currency impact (1.0) Balance at December 31, 2016 130.6 Current period additions/adjustments 33.8 Foreign currency impact 5.4 Balance at December 31, 2017 169.8 Current period additions/adjustments 109.0 Foreign currency impact (3.1) Balance at December 31, 2018 $ 275.7 |
Summary of intangible assets | The following is a summary of intangible assets at December 31, (in millions): 2018 2017 Gross Net Gross Net Carrying Accumulated Carrying Carrying Accumulated Carrying Amount Amortization Amount Amount Amortization Amount Existing technology and related patents $ 272.6 $ (160.5) $ 112.1 $ 195.4 $ (138.9) $ 56.5 Customer relationships 112.0 (18.1) 93.9 34.6 (12.9) 21.7 Non compete conracts 1.8 (1.8) — 1.8 (1.5) 0.3 Trade names 11.6 (1.6) 10.0 4.2 (0.9) 3.3 Other 5.1 (2.4) 2.7 — — — Intangible assets subject to amortization 403.1 (184.4) 218.7 236.0 (154.2) 81.8 In-process research and development — — — 0.6 — 0.6 Intangible assets $ 403.1 $ (184.4) $ 218.7 $ 236.6 $ (154.2) $ 82.4 |
Schedule of estimated future amortization expense related to amortizable intangible assets | The estimated future amortization expense related to amortizable intangible assets at December 31, 2018 is as follows (in millions): 2019 $ 34.9 2020 29.7 2021 27.7 2022 21.8 2023 19.1 Thereafter 85.5 Total $ 218.7 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Current Liabilities | |
Summary of other current liabilities | The following is a summary of other current liabilities at December 31, (in millions): 2018 2017 Deferred revenue $ 96.3 $ 87.0 Accrued compensation 104.2 105.4 Accrued warranty 19.7 20.6 Contingent consideration 7.1 6.5 Income taxes payable 36.8 28.1 Other taxes payable 23.4 16.7 Derivative liabilities 4.2 2.4 Other accrued expenses 60.2 55.3 Other current liabilities $ 351.9 $ 322.0 |
Schedule of changes in accrued warranty | The following table sets forth the changes in accrued warranty for the years ended December 31, 2018, 2017 and 2016 (in millions): Balance at December 31, 2015 $ 19.6 Accruals for warranties issued during the year 17.4 Settlements of warranty claims (17.8) Foreign currency impact (0.5) Balance at December 31, 2016 18.7 Accruals for warranties issued during the year 17.0 Settlements of warranty claims (17.0) Foreign currency impact 1.9 Balance at December 31, 2017 20.6 Accruals for warranties issued during the year 21.3 Settlements of warranty claims (21.5) Foreign currency impact (0.7) Balance at December 31, 2018 $ 19.7 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt | |
Components of debt obligations | The Company’s debt obligations consist of the following as of December 31, (in millions): 2018 2017 US Dollar revolving loan under the 2015 Credit Agreement $ 111.6 $ 195.0 US Dollar notes under the Note Purchase Agreement 220.0 220.0 Unamortized debt issuance costs under the Note Purchase Agreement (0.5) (0.7) Other revolving loans 2.9 — Capital lease obligations and other loans 7.1 1.3 Total debt 341.1 415.6 Current portion of long-term debt (18.5) — Total long-term debt, less current portion $ 322.6 $ 415.6 |
Summary of maximum commitments and net amounts available under the 2015 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 2015 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 December 31, 2018 (in millions): Weighted Total Amount Outstanding Average Committed by Outstanding Letters of Total Amount Interest Rate Lenders Borrowings Credit Available 2015 Credit Agreement 1.4 % $ 500.0 $ 111.6 $ 1.3 $ 387.1 Hain revolving line of credit 3.5 % 4.0 2.9 — 1.1 Alicona revolving line of credit 0.5 % 5.3 — — 5.3 Other lines of credit — 256.5 — 137.0 119.5 Total revolving loans $ 765.8 $ 114.5 $ 138.3 $ 513.0 |
Annual maturities of debt outstanding, less deferred financing cost amortization | Annual maturities of debt outstanding, less deferred financing cost amortization, at December 31, 2018 are as follows (in millions): 2019 $ 18.5 2020 112.3 2021 1.7 2022 106.0 2023 1.1 Thereafter 101.5 Total $ 341.1 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Derivative Instruments and Hedging Activities | |
Schedule of notional amounts outstanding under foreign currency contracts | The Company had the following notional amounts outstanding under foreign exchange contracts at December 31, (in millions): Notional Notional Amount in Buy Amount in Fair Value of Fair Value of Buy Currency Sell Maturity U.S. Dollars Assets Liabilities December 31, 2018: Euro 25.4 U.S. Dollars January 2019 $ 31.1 $ — $ 2.1 U.S. Dollars 8.5 Euro January 2019 8.6 — 0.1 Swiss Francs 11.1 U.S. Dollars January 2019 11.3 — — U.S. Dollars 2.1 Swiss Francs January 2019 2.1 — — Swiss Francs 10.4 Japanese Yen April 2019 10.8 — 0.2 U.S. Dollars 1.5 Canadian Dollars January 2019 1.5 — — Singapore Dollar 4.3 U.S. Dollars January 2019 3.1 — — Chinese Renminbi 41.1 U.S. Dollars January 2019 5.9 0.1 — Great Britain Pound 15.4 Euro January 2019 20.0 — 0.4 Euro 6.9 Great Britain Pound May 2019 to October 2020 8.0 0.1 — $ 102.4 $ 0.2 $ 2.8 December 31, 2017: Euro 59.5 U.S. Dollars January 2018 $ 67.0 $ 4.5 $ — Swiss Francs 11.0 U.S. Dollars January 2018 11.3 — — Singapore Dollar 4.9 U.S. Dollars January 2018 3.6 — — Euro 1.8 Polish Zloty January 2018 2.3 — 0.1 $ 84.2 $ 4.5 $ 0.1 |
Schedule of fair value and balance sheet location of derivative instruments | The fair value of the derivative instruments described above were recorded in the consolidated balance sheets for the years ended December 31, 2018 and 2017 as follows (in millions): Balance Sheet Location 2018 2017 Derivative assets: Foreign exchange contracts Other current assets $ 0.2 $ 4.5 Embedded derivatives in purchase and delivery contracts Other current assets 0.2 0.9 Fixed price commodity contracts Other current assets — 0.8 Embedded derivatives in purchase and delivery contracts Other long-term assets 0.2 — Derivative liabilities: Foreign exchange contracts Other current liabilities $ 2.8 $ 0.1 Embedded derivatives in purchase and delivery contracts Other current liabilities 0.9 1.5 Fixed price commodity contracts Other current liabilities 0.5 — Embedded derivatives in purchase and delivery contracts Other long-term liabilities — 1.4 |
Schedule of impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments | The impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments for the years ending December 31 are as follows (in millions) and are recorded within interest and other income (expense), net in the consolidated statements of income and comprehensive income: 2018 2017 2016 Foreign exchange contracts $ (7.0) $ 5.8 $ (0.1) Embedded derivatives in purchase and delivery contracts 1.5 (5.7) 3.7 Fixed price commodity contracts (1.3) 0.6 0.6 Income (expense), net $ (6.8) $ 0.7 $ 4.2 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Taxes | |
Schedule of domestic and foreign components of income before taxes | The domestic and foreign components of income before taxes are as follows for the years ended December 31, (in millions): 2018 2017 2016 Domestic $ (15.4) $ (14.0) $ 18.4 Foreign 260.1 211.8 159.2 $ 244.7 $ 197.8 $ 177.6 |
Components of income tax provision | The components of the income tax provision are as follows for the years ended December 31, (in millions): 2018 2017 2016 Current income tax (benefit) expense: Federal $ 10.1 $ 32.2 $ (2.4) State 1.0 2.0 0.3 Foreign 61.8 42.7 59.8 Total current income tax expense 72.9 76.9 57.7 Deferred income tax (benefit) expense: Federal (15.4) 35.5 3.1 State (0.3) (0.4) (5.3) Foreign 6.5 5.5 (32.4) Total deferred income tax (benefit) expense (9.2) 40.6 (34.6) Income tax provision $ 63.7 $ 117.5 $ 23.1 |
Schedule of significant components due to which income tax provision differs from the tax provision computed at the U.S. federal statutory rate | The income tax provision differs from the tax provision computed at the U.S federal statutory rate due to the following significant components for the years ended December 31: 2018 2017 2016 Statutory tax rate 21.0 % 35.0 % 35.0 % Foreign tax rate differential 4.6 (11.7) (11.6) Permanent differences 0.7 (0.5) 8.2 Mandatory Repatriation 1.7 27.0 — Tax contingencies 0.9 (1.3) (3.0) Change in tax rates 1.1 0.9 0.2 Withholding taxes 0.1 2.2 1.3 Tax on unremitted earnings (4.9) 7.8 — State income taxes, net of federal benefits (0.4) 1.3 (2.9) Purchase accounting 0.1 0.5 1.6 Tax credits — (0.3) (3.0) Other 0.6 (1.2) 4.3 Change in valuation allowance for unbenefitted losses 0.5 (0.3) (17.1) Effective tax rate 26.0 % 59.4 % 13.0 % |
Schedule of tax effect of temporary items that give rise to significant portions of deferred tax assets and liabilities | The tax effect of temporary items that give rise to significant portions of the deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows (in millions): 2018 2017 Deferred tax assets: Accounts receivable $ — $ 3.9 Accrued expenses 5.3 6.7 Compensation 26.9 27.9 Deferred revenue — 0.4 Net operating loss carryforwards 24.3 19.1 Fixed assets 3.9 — Inventory — 2.8 Foreign tax and other tax credit carryforwards 8.3 5.9 Unrealized currency gain/loss 1.1 3.2 Gross deferred tax assets 69.8 69.9 Less valuation allowance (4.3) — Total deferred tax assets 65.5 69.9 Deferred tax liabilities: Accounts receivable 1.2 — Investments 0.5 — Inventory 1.8 — Deferred revenue 5.9 — Fixed assets — 0.3 Foreign statutory reserves 0.4 0.9 Intangibles 47.6 13.0 Accrued expenses 0.3 0.6 Accrued withholding tax 4.8 16.1 Other 3.2 6.4 Total deferred tax liabilities 65.7 37.3 Net deferred tax assets $ (0.2) $ 32.6 |
Schedule of changes in the valuation allowance for deferred tax assets | Changes in the valuation allowance for deferred tax assets during the years ended December 31, 2018, 2017 and 2016 were as follows: Balance at December 31, 2015 $ 37.2 Decreases recorded as a benefit to income tax provision (36.7) Balance at December 31, 2016 $ 0.5 Decreases recorded as a benefit to income tax provision (0.5) Balance at December 31, 2017 $ — Increases recorded as a loss to income tax provision 1.3 Increases recorded as part of acquisition purchase accounting 3.0 Balance at December 31, 2018 $ 4.3 |
Tabular reconciliation of the beginning and ending amount of unrecognized tax benefits | A tabular reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): Gross unrecognized tax benefits at December 31, 2015 $ 33.2 Gross decreases—tax positions in prior periods (4.8) Gross increases—current period tax positions 0.9 Settlements (21.3) Lapse of statutes (1.8) Gross unrecognized tax benefits at December 31, 2016 6.2 Lapse of statutes (1.8) Gross unrecognized tax benefits at December 31, 2017 4.4 Gross increases—current period tax positions 3.1 Lapse of statutes (0.9) Gross unrecognized tax benefits at December 31, 2018 $ 6.6 |
Post Retirement Benefit Plans (
Post Retirement Benefit Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Post Retirement Benefit Plans | |
Schedule of components of net periodic benefit costs | The components of net periodic benefit costs for the years ended December 31, 2018, 2017 and 2016 were as follows (in millions): 2018 2017 2016 Components of net periodic benefit costs: Service cost $ 7.5 $ 7.8 $ 6.8 Interest cost 2.0 1.7 2.2 Expected return on plan assets (1.9) (1.7) (1.8) Settlement loss recognized — — — Amortization of net loss 3.8 4.8 4.1 Net periodic benefit costs $ 11.4 $ 12.6 $ 11.3 |
Schedule of changes in benefit obligations and plan assets, projected benefit obligation and funded status, for defined benefit pension plans | The changes in benefit obligations and plan assets under the defined benefit pension plans, projected benefit obligation and funded status of the plans were as follows at December 31, (in millions): 2018 2017 Change in benefit obligation: Benefit obligation at beginning of year $ 228.0 $ 210.1 Service cost 7.5 7.8 Interest cost 2.0 1.7 Plan participant contributions 4.3 4.1 Plan amendments (1.3) — Plan settlements (0.4) — Benefits paid (2.0) (3.6) Actuarial loss (gain) (16.2) (3.6) Premiums paid (1.7) (1.5) Impact of foreign currency exchange rates (3.5) 13.0 Benefit obligation at end of year 216.7 228.0 Change in plan assets: Fair value of plan assets at beginning of year 120.3 105.9 Return on plan assets (0.6) 5.0 Plan participant and employer contributions 10.2 9.5 Benefits paid (2.2) (3.6) Plan settlements (0.4) — Premiums paid (1.5) (1.5) Impact of foreign currency exchange rates (1.2) 5.0 Fair value of plan assets at end of year 124.6 120.3 Net under funded status $ (92.1) $ (107.7) |
Schedule of amounts recognized in consolidated balance sheets | The following amounts were recognized in the accompanying consolidated balance sheets for the Company’s defined benefit plans at December 31, (in millions): 2018 2017 Current liabilities $ (1.6) $ (2.1) Non-current liabilities (90.5) (105.6) Net benefit obligation $ (92.1) $ (107.7) |
Schedule of pre-tax amounts recognized in accumulated other comprehensive income (loss) | The following pre‑tax amounts were recognized in accumulated other comprehensive income for the Company’s defined benefit plans at December 31, (in millions): 2018 2017 Reconciliation of amounts recognized in the consolidated balance sheets: Prior service cost $ (6.9) $ (9.7) Net actuarial loss (32.0) (48.9) Accumulated other comprehensive loss (38.9) (58.6) Accumulated contributions below net periodic benefit cost (53.2) (49.1) Net amount recognized $ (92.1) $ (107.7) |
Schedule of the range of assumptions used to determine the projected benefit obligations | The range of assumptions used for defined benefit pension plans reflects the different economic environments within the various countries. The range of assumptions used to determine the projected benefit obligations for the years ended December 31, are as follows: 2018 2017 2016 Discount rates 0.2%-2.3% 0.2%-2.1% 0.2%-2.1% Expected return on plan assets 0.0%-3.0% 0.0%-3.0% 0.0%-3.0% Expected rate of compensation increase 1.0%-3.0% 1.0%-3.0% 1.0%-3.0% |
Schedule of the fair value of the Company's pension plan assets, by asset category and by level in the fair value hierarchy | The fair value of the Company’s pension plan assets at December 31, 2018 and 2017, by asset category and by level in the fair value hierarchy, is as follows (in millions): Quoted Prices in Significant Other Significant Active Markets Observable Inputs Unobservable Inputs December 31, 2018 Total Available (Level 1) (Level 2) (Level 3) Plan Assets: Group BPCE Life (a) $ 0.8 $ — $ 0.8 $ — Swiss Life Collective BVG Foundation (b) 123.8 — 123.8 — Total plan assets $ 124.6 $ — $ 124.6 $ — Quoted Prices in Significant Other Significant Active Markets Observable Inputs Unobservable Inputs December 31, 2017 Total Available (Level 1) (Level 2) (Level 3) Plan Assets: Group BPCE Life (a) $ 1.1 $ — $ 1.1 $ — Swiss Life Collective BVG Foundation (b) 119.2 — 119.2 — Total plan assets $ 120.3 $ — $ 120.3 $ — (a) The Company’s pension plan in France is invested in a larger fund that invests in a variety of instruments. The assets are not directly dedicated to the French pension plan. The Group BPCE Life fund invests in debt securities of foreign corporations and governments, equity securities of foreign government funds and private real estate funds. (b) The Company’s pension plan in Switzerland is outsourced to Swiss Life AG, an outside insurance provider. Under the insurance contract, the plan assets are invested in Swiss Life Collective BVG Foundation (the Foundation), which is an umbrella fund for which the retirement savings and interest rates are guaranteed a minimum of 1.0% and 1.75% for the years ended December 31, 2018 and 2017, respectively, on the mandatory withdrawal portion, as defined by Swiss law, and 0.25% and 0.75% for the years ended December 31, 2018 and 2017, respectively on the non-mandatory portion. The Foundation utilizes plan administrators and investment managers to oversee the investment allocation process, set long-term strategic targets and monitor asset allocations. The target allocations are 75% bonds, including cash, 5% equity investments and 20% real estate and mortgages. Should the Foundation yield a return greater than the guaranteed amounts, the Company, according to Swiss law, shall receive 90% of the additional return with Swiss Life AG retaining 10%. The withdrawal benefits and interest allocations are secured at all times by Swiss Life AG. |
Schedule of estimated future benefit payments | The estimated future benefit payments are based on the same assumptions used to measure the Company’s benefit obligation at December 31, 2018. The following benefit payments reflect future employee service as appropriate (in millions): 2019 $ 2.5 2020 2.8 2021 3.3 2022 3.7 2023 4.4 2024-2028 31.0 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies | |
Schedule of future minimum lease payments under non-cancelable operating leases for each of the next five years and thereafter | Future minimum lease payments under non‑cancelable operating leases at December 31, 2018, for each of the next five years and thereafter are as follows (in millions): 2019 $ 25.3 2020 19.1 2021 13.7 2022 9.3 2023 7.3 Thereafter 18.4 Total $ 93.1 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Shareholders' Equity | |
Summary of dividends paid | The following is a summary of the dividends paid in the years ended December 31, 2018 and 2017 (in millions): 2018 Dividends Paid on March 23 June 22 September 21 December 21 Shareholders of Record as of March 6 June 4 September 4 December 3 Aggregate Cost $ 6.3 $ 6.2 $ 6.3 $ 6.3 2017 Dividends Paid on March 24 June 23 September 22 December 22 Shareholders of Record as of March 8 June 5 September 5 December 4 Aggregate Cost $ 6.4 $ 6.4 $ 6.3 $ 6.3 |
Summary of the components of accumulated other comprehensive income (loss), net of tax | The following is a summary of the components of accumulated other comprehensive income (loss), net of tax, at December 31, (in millions): Accumulated Foreign Pension Other Currency Liability Comprehensive Translation Adjustment Income (Loss) Balance at December 31, 2015 $ 3.2 $ (47.4) $ (44.2) Other comprehensive income (loss) (27.3) (8.4) (35.7) Realized loss on reclassification — 4.0 4.0 Balance at December 31, 2016 (24.1) (51.8) (75.9) Other comprehensive income (loss) 96.3 1.8 98.1 Realized loss on reclassification — 4.8 4.8 Balance at December 31, 2017 72.2 (45.2) 27.0 Other comprehensive income (25.3) 11.9 (13.4) Realized loss on reclassification — 3.4 3.4 Balance at December 31, 2018 $ 46.9 $ (29.9) $ 17.0 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Stock-Based Compensation | |
Schedule of stock option activity | Stock option activity for the year ended December 31, 2018 was as follows: Weighted Average Weighted Remaining Aggregate Shares Subject Average Contractual Intrinsic Value to Options Option Price Term (Yrs) (in millions) (b) Outstanding at December 31, 2017 3,235,673 $ Granted 126,260 Exercised (575,372) Forfeited/Expired (193,251) Outstanding at December 31, 2018 $ 5.6 $ 22.4 Exercisable at December 31, 2018 1,789,819 $ 5.1 $ 17.9 Exercisable and expected to vest at December 31, 2018 (a) 2,533,128 $ 5.6 $ 22.1 (a) In addition to the options that are vested at December 31, 2018, the Company expects a portion of the unvested options to vest in the future. Options expected to vest in the future are determined by applying an estimated forfeiture rate to the options that are unvested as of December 31, 2018. (b) The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price of $29.77 on December 31, 2018, or the date of exercises, as appropriate, and the exercise price of the underlying stock options. |
Restricted stock awards | |
Stock-Based Compensation | |
Schedule of restricted stock award and restricted stock unit activity | The following table summarizes information about restricted stock award activity during the year ended December 31, 2018: Weighted Average Grant Shares Subject Date Fair to Restriction Value Outstanding at December 31, 2017 85,529 $ 20.39 Vested (54,343) 20.12 Forfeited (6,553) 24.80 Outstanding at December 31, 2018 24,633 $ 19.82 |
Restricted stock units | |
Stock-Based Compensation | |
Schedule of restricted stock award and restricted stock unit activity | The following table summarizes information about restricted stock unit activity for year ended December 31, 2018: Weighted Average Grant Shares Subject Date Fair to Restriction Value Outstanding at December 31, 2017 652,123 $ 25.47 Granted 428,464 33.76 Vested (203,144) 24.95 Forfeited (71,194) 26.89 Outstanding at December 31, 2018 806,249 $ 29.88 |
Other Charges, Net (Tables)
Other Charges, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Other Charges, Net | |
Components of other charges, net | The components of other charges, net for the years ended December 31, 2018, 2017 and 2016, were as follows in millions): 2018 2017 2016 Acquisition-related expenses (income), net $ 3.4 $ 4.5 $ 9.0 Professional fees incurred in connection with investigation matters 4.5 0.2 — Information technology transformation costs 4.8 4.2 6.2 Restructuring charges 6.8 10.6 9.8 Long-lived asset impairments — 0.2 0.8 Other charges, net $ 19.5 $ 19.7 $ 25.8 |
Schedule of changes in the restructuring reserves | The following table sets forth the changes in the restructuring reserves for the years ended December 31, 2018, 2017 and 2016 (in millions): Provisions for Excess Total Severance Exit Costs Inventory Balance at December 31, 2015 $ 23.1 $ 10.3 $ 2.4 $ 10.4 Restructuring charges 20.8 10.6 7.2 3.0 Cash payments (22.1) (15.6) (5.6) (0.9) Non-cash adjustments (5.4) (0.4) (0.3) (4.7) Foreign currency impact (0.2) — — (0.2) Balance at December 31, 2016 $ 16.2 $ 4.9 $ 3.7 $ 7.6 Restructuring charges 16.2 7.7 6.2 2.3 Cash payments (17.1) (10.1) (6.8) (0.2) Non-cash adjustments (5.5) (0.7) (1.0) (3.8) Foreign currency impact 1.0 0.2 — 0.8 Balance at December 31, 2017 $ 10.8 $ 2.0 $ 2.1 $ 6.7 Restructuring charges 9.4 4.1 5.3 — Cash payments (9.2) (4.4) (4.8) — Non-cash adjustments (3.5) 0.3 (1.2) (2.6) Foreign currency impact (0.2) — — (0.2) Balance at December 31, 2018 $ 7.3 $ 2.0 $ 1.4 $ 3.9 |
Summary of restructuring charges by segment | Restructuring charges by segment as of and for the years ended December 31, are as follows (in millions): 2018 2017 2016 BSI $ 9.4 $ 14.1 $ 20.8 BEST — 2.1 — $ 9.4 $ 16.2 $ 20.8 |
Other programs | |
Other Charges, Net | |
Summary of restructuring charges by segment | Restructuring charges for the years ended December 31, 2018, 2017 and 2016 included charges for various other programs which were recorded in the accompanying consolidated statements of income and comprehensive income as follows (in millions): 2018 2017 2016 Cost of revenues $ 2.6 $ 5.6 $ 11.0 Other charges, net 6.8 10.6 9.8 $ 9.4 $ 16.2 $ 20.8 |
Interest and Other Income (Ex_2
Interest and Other Income (Expense), Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Interest and Other Income (Expense), Net | |
Components of interest and other income (expense), net | The components of interest and other income (expense), net for the years ended December 31, 2018, 2017 and 2016, were as follows (in millions): 2018 2017 2016 Interest income $ 1.2 $ 0.8 $ 0.3 Interest expense (12.6) (15.4) (13.2) Exchange gains (losses) on foreign currency transactions (3.0) (5.5) 4.1 Pension components (3.9) (4.8) (4.6) Gain on bargain purchase — 0.6 9.2 Other 0.6 2.6 — Interest and other income (expense), net $ (17.7) $ (21.7) $ (4.2) |
Business Segment Information (T
Business Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Segment Information | |
Schedule of revenue, operating income and total assets by reportable segment | Selected business segment information is presented below for the years ended December 31, (in millions): 2018 2017 2016 Revenue: BSI $ 1,707.0 $ 1,583.9 $ 1,492.6 BEST 194.8 191.2 130.2 Eliminations (a) (6.2) (9.2) (11.5) Total revenue $ 1,895.6 $ 1,765.9 $ 1,611.3 Operating Income: BSI $ 247.9 $ 213.4 $ 173.5 BEST 14.5 7.4 6.6 Corporate, eliminations and other (b) — (1.3) 1.7 Total operating income $ 262.4 $ 219.5 $ 181.8 (a) Represents product and service revenue between reportable segments. (b) Represents corporate costs and eliminations not allocated to the reportable segments. Total assets by segment as of and for the years ended December 31, are as follows (in millions): 2018 2017 Assets: BSI $ 2,100.6 $ 1,917.8 BEST 33.2 35.6 Eliminations and other (a) (5.2) (4.9) Total assets $ 2,128.6 $ 1,948.5 (a) Assets not allocated to the reportable segments and eliminations of intercompany transactions. |
Summary of capital expenditures and depreciation and amortization by segment | Total capital expenditures and depreciation and amortization by segment are presented below for the years ended December 31, (in millions): 2018 2017 2016 Capital Expenditures: BSI $ 42.8 $ 38.5 $ 34.6 BEST 6.4 5.2 2.5 Total capital expenditures $ 49.2 $ 43.7 $ 37.1 Depreciation and Amortization: BSI $ 60.2 $ 59.8 $ 51.3 BEST 4.7 4.1 3.0 Total depreciation and amortization $ 64.9 $ 63.9 $ 54.3 |
Schedule of revenue and property, plant and equipment, net by geographical area | Revenue and property, plant and equipment, net by geographical area as of and for the year ended December 31, are as follows (in millions): 2018 2017 2016 Revenue: United States $ 489.4 $ 434.7 $ 428.2 Germany 201.1 200.2 189.5 Rest of Europe 500.2 465.0 393.4 Asia Pacific 549.2 514.8 458.1 Other 155.7 151.2 142.1 Total revenue $ 1,895.6 $ 1,765.9 $ 1,611.3 2018 2017 2016 Property, plant and equipment, net: United States $ 44.1 $ 46.2 $ 46.4 Germany 137.0 140.9 122.5 Rest of Europe 78.7 71.9 63.3 Asia Pacific 6.3 5.4 4.4 Other 4.5 2.1 2.5 Total property, plant and equipment, net $ 270.6 $ 266.5 $ 239.1 |
Quarterly Financial Data (Una_2
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data (Unaudited) | |
Summary of operating results for quarterly periods | A summary of operating results for the quarterly periods in the years ended December 31, 2018 and 2017, is set forth below (in millions, except per share data): Quarter Ended March 31 June 30 September 30 December 31 Year ended December 31, 2018 Net revenue $ 431.7 $ 443.7 $ 466.6 $ 553.6 Gross profit 199.4 205.2 222.6 272.8 Operating income 38.1 48.8 69.1 106.4 Net income attributable to Bruker Corporation 27.0 31.2 43.4 78.1 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 0.17 $ 0.20 $ 0.28 $ 0.50 Diluted $ 0.17 $ 0.20 $ 0.28 $ 0.50 Year ended December 31, 2017 Net revenue $ 384.9 $ 414.9 $ 435.6 $ 530.5 Gross profit 176.4 184.5 198.9 256.2 Operating income 37.6 35.3 51.3 95.3 Net income (loss) attributable to Bruker Corporation 21.6 23.4 37.0 (3.4) Net income (loss) per common share attributable to Bruker Corporation shareholders: Basic $ 0.14 $ 0.15 $ 0.23 $ (0.02) Diluted $ 0.13 $ 0.15 $ 0.23 $ (0.02) |
Description of Business (Detail
Description of Business (Details) - segment | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Description of Business | ||
Number of reportable segments | 2 | |
BSI | ||
Description of Business | ||
Segment revenue (as a percent) | 90.00% | 90.00% |
Number of operating segments | 3 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Short-Term Investments (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Short-term Investments | ||
Unrealized gains (losses) on available-for-sale securities | $ 0 | $ 0 |
Short-term investments | $ 0 | $ 114.2 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Restricted Cash (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Restricted Cash | ||||
Current portion of restricted cash, balance sheet location | us-gaap:OtherAssetsCurrent | |||
Non-current portion of restricted cash, balance sheet location | us-gaap:OtherAssetsNoncurrent | |||
Cash and cash equivalents, including restricted cash | $ 326.3 | $ 328.9 | $ 345.9 | $ 271.2 |
Accounting Standards Update 2016-18 | Early Adoption | ||||
Restricted Cash | ||||
Cash and cash equivalents, including restricted cash | $ 3.9 | $ 3.9 | $ 3.5 | $ 4.1 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Concentration of Credit Risk | |||
Allowance for doubtful accounts | $ 3.8 | $ 4.7 | |
Customer concentration | Accounts receivable | |||
Concentration of Credit Risk | |||
Threshold for disclosure of risk concentrations (as a percent) | 10.00% | 10.00% | |
Customer concentration | Total revenue | |||
Concentration of Credit Risk | |||
Threshold for disclosure of risk concentrations (as a percent) | 10.00% | 10.00% | 10.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Inventories (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Inventories | |
Inventory adjustment, usage period | 12 months |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Property, Plant and Equipment and Software Costs (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Buildings | Minimum | |
Property, plant and equipment, Net | |
Estimated useful life | 25 years |
Buildings | Maximum | |
Property, plant and equipment, Net | |
Estimated useful life | 40 years |
Machinery and equipment | Minimum | |
Property, plant and equipment, Net | |
Estimated useful life | 3 years |
Machinery and equipment | Maximum | |
Property, plant and equipment, Net | |
Estimated useful life | 10 years |
Computer equipment and software | Minimum | |
Property, plant and equipment, Net | |
Estimated useful life | 3 years |
Computer equipment and software | Maximum | |
Property, plant and equipment, Net | |
Estimated useful life | 5 years |
Furniture and fixtures | Minimum | |
Property, plant and equipment, Net | |
Estimated useful life | 3 years |
Furniture and fixtures | Maximum | |
Property, plant and equipment, Net | |
Estimated useful life | 10 years |
Leasehold improvements | Maximum | |
Property, plant and equipment, Net | |
Estimated useful life | 15 years |
Purchased software | |
Property, plant and equipment, Net | |
Estimated useful life | 3 years |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Intangible Assets (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Existing technology and related patents | Minimum | |
Estimated useful lives of intangible assets: | |
Estimated useful lives of intangible assets | 3 years |
Existing technology and related patents | Maximum | |
Estimated useful lives of intangible assets: | |
Estimated useful lives of intangible assets | 15 years |
Customer and distributor relationships | Minimum | |
Estimated useful lives of intangible assets: | |
Estimated useful lives of intangible assets | 5 years |
Customer and distributor relationships | Maximum | |
Estimated useful lives of intangible assets: | |
Estimated useful lives of intangible assets | 15 years |
Trade names | Minimum | |
Estimated useful lives of intangible assets: | |
Estimated useful lives of intangible assets | 5 years |
Trade names | Maximum | |
Estimated useful lives of intangible assets: | |
Estimated useful lives of intangible assets | 15 years |
Summary of Significant Accou_10
Summary of Significant Accounting Policies - Warranties and Deferred Revenue, Shipping and Handling, Advertising (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Warranty Costs and Deferred Revenue | |||
Period for which parts and labor of purchased equipment is warrantied | 1 year | ||
Shipping and handling costs | |||
Selling, general and administrative | $ 444.7 | $ 415.2 | $ 389.8 |
Advertising | |||
Advertising expenses | 14.4 | 14 | 12.7 |
Shipping and Handling | |||
Shipping and handling costs | |||
Selling, general and administrative | $ 25.2 | $ 23.2 | $ 21.3 |
Summary of Significant Accou_11
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue practical expedient | |
Practical expedient, incremental costs of obtaining a contract | true |
Summary of Significant Accou_12
Summary of Significant Accounting Policies - Stock-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock-Based Compensation | |||
Total stock-based compensation | $ 11.3 | $ 11 | $ 9.4 |
Estimated forfeiture rate (as a percent) | 7.50% | 6.70% | 6.20% |
Costs of product revenue | |||
Stock-Based Compensation | |||
Total stock-based compensation | $ 1.7 | $ 1.7 | $ 1.4 |
Selling, general and administrative | |||
Stock-Based Compensation | |||
Total stock-based compensation | 7.9 | 7.6 | 6.6 |
Research and development | |||
Stock-Based Compensation | |||
Total stock-based compensation | 1.7 | 1.7 | 1.4 |
Stock options | |||
Stock-Based Compensation | |||
Total stock-based compensation | $ 4.2 | $ 6.2 | $ 7.5 |
Risk-free interest rates, minimum (as a percent) | 2.80% | 1.78% | 1.23% |
Risk-free interest rates, maximum (as a percent) | 2.09% | 2.21% | |
Expected life | 5 years 4 months 17 days | 5 years 6 months 22 days | |
Volatility (as a percent) | 28.46% | ||
Volatility, minimum (as a percent) | 30.78% | 33.57% | |
Volatility, maximum (as a percent) | 34.13% | 41.60% | |
Expected dividend yield (as a percent) | 0.47% | ||
Stock options | Minimum | |||
Stock-Based Compensation | |||
Vesting period | 3 years | ||
Expected life | 5 years 9 months | ||
Expected dividend yield (as a percent) | 0.55% | 0.00% | |
Stock options | Maximum | |||
Stock-Based Compensation | |||
Vesting period | 4 years | ||
Expected life | 7 years 7 days | ||
Expected dividend yield (as a percent) | 0.74% | 0.78% | |
Restricted stock awards | |||
Stock-Based Compensation | |||
Total stock-based compensation | $ 0.8 | $ 1.4 | $ 1.6 |
Restricted stock units | |||
Stock-Based Compensation | |||
Total stock-based compensation | $ 6.3 | $ 3.4 | $ 0.3 |
Summary of Significant Accou_13
Summary of Significant Accounting Policies - Earnings Per Share (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of Significant Accounting Policies | |||||||||||
Redemption value adjustment | $ 0 | $ 0 | $ 0 | ||||||||
Net income (loss) per common share attributable to Bruker Corporation shareholders: | |||||||||||
Net income attributable to Bruker Corporation, as reported -basic | $ 179.7 | $ 78.6 | $ 153.6 | ||||||||
Weighted average shares outstanding: | |||||||||||
Weighted average shares outstanding-basic | 156.2 | 158.1 | 161.4 | ||||||||
Effect of dilutive securities: | |||||||||||
Stock options and restricted stock awards and units (in shares) | 1 | 1 | 0.8 | ||||||||
Weighted average shares outstanding-diluted | 157.2 | 159.1 | 162.2 | ||||||||
Net income per common share attributable to Bruker Corporation shareholders: | |||||||||||
Basic (in dollars per share) | $ 0.50 | $ 0.28 | $ 0.20 | $ 0.17 | $ (0.02) | $ 0.23 | $ 0.15 | $ 0.14 | $ 1.15 | $ 0.50 | $ 0.95 |
Diluted (in dollars per share) | $ 0.50 | $ 0.28 | $ 0.20 | $ 0.17 | $ (0.02) | $ 0.23 | $ 0.15 | $ 0.13 | $ 1.14 | $ 0.49 | $ 0.95 |
Summary of Significant Accou_14
Summary of Significant Accounting Policies - Antidilutive Securities (Details) - shares shares in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options and restricted stock units | |||
Anti-dilutive securities | |||
Number of shares excluded from the computation of diluted earnings per share | 0.2 | 0.3 | 0.6 |
Revenue - Impact of ASU Adoptio
Revenue - Impact of ASU Adoption (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Impact of ASU adoption | |
Practical expedient, incremental costs of obtaining a contract | true |
ASC 606 | |
Impact of ASU adoption | |
Impact of adoption on retained earnings, net of tax | $ 6.1 |
Impact of adoption on retained earnings, amount related to taxes | $ 2.1 |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revenues disaggregated by Group | |
Revenue | $ 1,895.6 |
Revenue recognized at a point in time | |
Revenues disaggregated by Group | |
Revenue | 1,716.8 |
Revenue recognized over time | |
Revenues disaggregated by Group | |
Revenue | 178.8 |
Bruker BioSpin | |
Revenues disaggregated by Group | |
Revenue | 591.1 |
Bruker CALID | |
Revenues disaggregated by Group | |
Revenue | 547.8 |
Bruker Nano | |
Revenues disaggregated by Group | |
Revenue | 568.1 |
BEST | |
Revenues disaggregated by Group | |
Revenue | 194.8 |
Eliminations | |
Revenues disaggregated by Group | |
Revenue | $ (6.2) |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Remaining Performance Obligations | |
Amount of remaining performance obligations | $ 1,054.4 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2018-10-01 | |
Remaining Performance Obligations | |
Remaining performance obligation expected to be recognized in the given period (as a percent) | 84.30% |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | |
Remaining Performance Obligations | |
Duration of expected recognition period for remaining performance obligation | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | Minimum | |
Remaining Performance Obligations | |
Duration of expected recognition period for remaining performance obligation | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-10-01 | Maximum | |
Remaining Performance Obligations | |
Duration of expected recognition period for remaining performance obligation | 3 years |
Revenue - Contract Balances (De
Revenue - Contract Balances (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Jan. 01, 2018 | |
Revenue | ||
Contract assets | $ 25.9 | $ 12.8 |
Contract liabilities | 288.5 | $ 291.3 |
Revenue recognition during the period | $ 171 |
Acquisitions - Fair Value Alloc
Acquisitions - Fair Value Allocations of the Consideration (Details) - USD ($) $ in Millions | Jul. 11, 2018 | Apr. 08, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Allocation of Consideration Transferred: | ||||||
Goodwill | $ 275.7 | $ 169.8 | $ 130.6 | $ 130.6 | ||
Anasys Instruments Corp | ||||||
Consideration Transferred: | ||||||
Cash paid | 27 | |||||
Contingent consideration | $ 5.3 | 5.3 | ||||
Total consideration transferred | 32.3 | |||||
Allocation of Consideration Transferred: | ||||||
Inventories | 2.8 | |||||
Accounts receivable | 0.8 | |||||
Other current and non-current assets | 1.1 | |||||
Goodwill | 16.6 | |||||
Deferred taxes, net | (3.2) | |||||
Liabilities assumed | (3.5) | |||||
Total consideration transferred | 32.3 | |||||
Anasys Instruments Corp | Existing technology | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 7.3 | |||||
Anasys Instruments Corp | Customer relationships | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 8 | |||||
Anasys Instruments Corp | Backlog | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 1.8 | |||||
Anasys Instruments Corp | Trade names | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 0.6 | |||||
JPK Instruments AG | ||||||
Consideration Transferred: | ||||||
Cash paid | 16.6 | |||||
Cash acquired | (0.2) | |||||
Contingent consideration | $ 4.3 | 4.3 | ||||
Total consideration transferred | 20.7 | |||||
Allocation of Consideration Transferred: | ||||||
Inventories | 3 | |||||
Accounts receivable | 1.8 | |||||
Other current and non-current assets | 0.7 | |||||
Goodwill | 8 | |||||
Deferred taxes, net | (4.9) | |||||
Liabilities assumed | (4.1) | |||||
Total consideration transferred | 20.7 | |||||
JPK Instruments AG | Existing technology | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 7 | |||||
JPK Instruments AG | Customer relationships | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 7.5 | |||||
JPK Instruments AG | Backlog | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 1.1 | |||||
JPK Instruments AG | Trade names | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 0.6 | |||||
Mestrelab Research, S.L | ||||||
Consideration Transferred: | ||||||
Cash paid | 11.2 | |||||
Cash acquired | (1.9) | |||||
Total consideration transferred | 9.3 | |||||
Allocation of Consideration Transferred: | ||||||
Accounts receivable | 2.4 | |||||
Other current and non-current assets | 0.8 | |||||
Property, plant and equipment | 0.1 | |||||
Goodwill | 12.5 | |||||
Deferred taxes, net | (2.5) | |||||
Liabilities assumed | (1.3) | |||||
Hybrid instrument liability | (12.8) | |||||
Total consideration transferred | 9.3 | |||||
Mestrelab Research, S.L | Existing technology | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 4.9 | |||||
Mestrelab Research, S.L | Customer relationships | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 4.7 | |||||
Mestrelab Research, S.L | Trade names | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 0.5 | |||||
Hain Lifescience GmbH | ||||||
Consideration Transferred: | ||||||
Cash paid | 76.6 | |||||
Cash acquired | (3.4) | |||||
Total consideration transferred | 73.2 | |||||
Allocation of Consideration Transferred: | ||||||
Inventories | 9.7 | |||||
Accounts receivable | 5.9 | |||||
Other current and non-current assets | 1.5 | |||||
Property, plant and equipment | 2.3 | |||||
Goodwill | 42.3 | |||||
Deferred taxes, net | (19.6) | |||||
Liabilities assumed | (15) | |||||
Assumed debt | (11.3) | |||||
Redeemable noncontrolling interest | (23.2) | |||||
Total consideration transferred | 73.2 | |||||
Hain Lifescience GmbH | Existing technology | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 38.1 | |||||
Hain Lifescience GmbH | Customer relationships | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 38.6 | |||||
Hain Lifescience GmbH | Trade names | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 3.9 | |||||
Agapetus GmbH | ||||||
Consideration Transferred: | ||||||
Cash paid | 55.4 | |||||
Cash acquired | (1.4) | |||||
Total consideration transferred | 54 | |||||
Allocation of Consideration Transferred: | ||||||
Inventories | 10.1 | |||||
Accounts receivable | 3.7 | |||||
Other current and non-current assets | 2 | |||||
Property, plant and equipment | 1.5 | |||||
Goodwill | 19.3 | |||||
Deferred taxes, net | (9.1) | |||||
Liabilities assumed | (6.5) | |||||
Assumed debt | (6.2) | |||||
Total consideration transferred | 54 | |||||
Agapetus GmbH | Existing technology | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 15.2 | |||||
Agapetus GmbH | Customer relationships | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 19.8 | |||||
Agapetus GmbH | Backlog | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | 2.3 | |||||
Agapetus GmbH | Trade names | ||||||
Allocation of Consideration Transferred: | ||||||
Intangible assets | $ 1.9 |
Acquisitions - Anasys (Details)
Acquisitions - Anasys (Details) - USD ($) $ in Millions | Apr. 08, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquisitions | ||||
Purchase price | $ 191.6 | $ 66.3 | $ 24.3 | |
Anasys Instruments Corp | ||||
Acquisitions | ||||
Ownership percentage acquired | 100.00% | |||
Purchase price | $ 27 | |||
Contingent consideration | $ 5.3 | $ 5.3 | ||
Anasys Instruments Corp | Existing technology | ||||
Acquisitions | ||||
Amortization period for intangible assets acquired | 8 years | |||
Anasys Instruments Corp | Customer relationships | ||||
Acquisitions | ||||
Amortization period for intangible assets acquired | 8 years | |||
Anasys Instruments Corp | Backlog | ||||
Acquisitions | ||||
Amortization period for intangible assets acquired | 1 year | |||
Anasys Instruments Corp | Trade names | ||||
Acquisitions | ||||
Amortization period for intangible assets acquired | 8 years | |||
Anasys Instruments Corp | Maximum | ||||
Acquisitions | ||||
Contingent consideration | $ 9.6 |
Acquisitions - JPK (Details)
Acquisitions - JPK (Details) € in Millions, $ in Millions | Jul. 11, 2018EUR (€) | Jul. 11, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Acquisitions | |||||
Purchase price | $ 191.6 | $ 66.3 | $ 24.3 | ||
JPK Instruments AG | |||||
Acquisitions | |||||
Ownership percentage acquired | 100.00% | 100.00% | |||
Purchase price | € 14.2 | $ 16.6 | |||
Contingent consideration | 4.3 | $ 4.3 | |||
JPK Instruments AG | Maximum | |||||
Acquisitions | |||||
Contingent consideration | € 4.3 | $ 5 | |||
JPK Instruments AG | Existing technology | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 8 years | 8 years | |||
JPK Instruments AG | Customer relationships | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 8 years | 8 years | |||
JPK Instruments AG | Backlog | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 1 year | 1 year | |||
JPK Instruments AG | Trade names | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 8 years | 8 years |
Acquisitions - Mestrelab (Detai
Acquisitions - Mestrelab (Details) € in Millions, $ in Millions | Dec. 04, 2018EUR (€) | Dec. 04, 2018USD ($) | Oct. 01, 2018EUR (€) | Oct. 01, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Acquisitions | |||||||
Purchase price | $ 191.6 | $ 66.3 | $ 24.3 | ||||
Mestrelab Research, S.L | |||||||
Acquisitions | |||||||
Ownership percentage acquired | 26.10% | 26.10% | 24.90% | 24.90% | |||
Purchase price | € 5.2 | $ 5.9 | € 4.7 | $ 5.4 | |||
Voting Equity Interest Included in Options Provided to Shareholders Percentage | 49.00% | 49.00% | |||||
Customer relationships | Mestrelab Research, S.L | |||||||
Acquisitions | |||||||
Amortization period for intangible assets acquired | 10 years | 10 years | |||||
Existing technology | Mestrelab Research, S.L | |||||||
Acquisitions | |||||||
Amortization period for intangible assets acquired | 9 years | 9 years | |||||
Trade names | Mestrelab Research, S.L | |||||||
Acquisitions | |||||||
Amortization period for intangible assets acquired | 9 years | 9 years |
Acquisitions - Hain (Details)
Acquisitions - Hain (Details) € in Millions, $ in Millions | Oct. 15, 2018EUR (€) | Oct. 15, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2022EUR (€) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) |
Acquisitions | ||||||||
Purchase price | $ | $ 191.6 | $ 66.3 | $ 24.3 | |||||
Hain Lifescience GmbH | ||||||||
Acquisitions | ||||||||
Ownership percentage acquired | 80.00% | 80.00% | ||||||
Purchase price | € 66 | $ 76.4 | ||||||
Remaining ownership percentage that can be exercised after 2022 | 20.00% | 20.00% | ||||||
Amortization period for intangible assets acquired | 15 years | 15 years | ||||||
Redemption price, floor amount | € 16.7 | $ 19.4 | ||||||
Redemption price, capped amount | € 46 | |||||||
Increase in redemption price each year there after | € 6 |
Acquisitions - Alicona (Details
Acquisitions - Alicona (Details) € in Millions, $ in Millions | Dec. 17, 2018EUR (€) | Dec. 17, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Acquisitions | |||||
Purchase price | $ 191.6 | $ 66.3 | $ 24.3 | ||
Agapetus GmbH | |||||
Acquisitions | |||||
Ownership percentage acquired | 100.00% | 100.00% | |||
Purchase price | € 48.9 | $ 55.4 | |||
Agapetus GmbH | Existing technology | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 8 years | 8 years | |||
Agapetus GmbH | Customer relationships | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 8 years | 8 years | |||
Agapetus GmbH | Backlog | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 1 year | 1 year | |||
Agapetus GmbH | Trade names | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 12 years | 12 years |
Acquisitions - Other Acquisitio
Acquisitions - Other Acquisitions (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
2018 Acquisitions | |
Acquisitions | |
Consideration | $ 12.7 |
Acquisitions - 2017, Considerat
Acquisitions - 2017, Consideration (Details) € in Millions, $ in Millions | May 05, 2017EUR (€) | May 05, 2017USD ($) | Jan. 23, 2017USD ($) | Jan. 02, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Acquisitions | |||||||
Cash Consideration | $ 191.6 | $ 66.3 | $ 24.3 | ||||
2017 Acquisitions | |||||||
Acquisitions | |||||||
Consideration | 71.3 | ||||||
Cash Consideration | $ 66.3 | ||||||
InVivo Biotech Svs GmbH | |||||||
Acquisitions | |||||||
Consideration | $ 9.1 | ||||||
Cash Consideration | $ 9.1 | ||||||
Hysitron, Incorporated | |||||||
Acquisitions | |||||||
Consideration | $ 28.8 | ||||||
Cash Consideration | $ 27.2 | ||||||
Luxendo GmbH | |||||||
Acquisitions | |||||||
Consideration | $ 21.9 | ||||||
Cash Consideration | € 17 | $ 18.8 | |||||
Other | |||||||
Acquisitions | |||||||
Consideration | 11.5 | 15.5 | |||||
Cash Consideration | $ 11.2 | $ 8.4 |
Acquisitions - 2016, Considerat
Acquisitions - 2016, Consideration (Details) - USD ($) $ in Millions | Nov. 17, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Acquisitions | ||||
Cash Consideration | $ 191.6 | $ 66.3 | $ 24.3 | |
2016 Acquisitions | ||||
Acquisitions | ||||
Consideration | 31.4 | |||
Cash Consideration | 24.3 | |||
Oxford Instruments Superconducting Wire LLC | ||||
Acquisitions | ||||
Consideration | $ 15.9 | |||
Cash Consideration | $ 15.9 | |||
Other | ||||
Acquisitions | ||||
Consideration | 11.5 | 15.5 | ||
Cash Consideration | $ 11.2 | $ 8.4 |
Acquisitions - Luxendo (Details
Acquisitions - Luxendo (Details) € in Millions, $ in Millions | May 05, 2017EUR (€) | May 05, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Acquisitions | |||||
Cash Consideration | $ 191.6 | $ 66.3 | $ 24.3 | ||
Luxendo GmbH | |||||
Acquisitions | |||||
Cash Consideration | € 17 | $ 18.8 | |||
Ownership percentage acquired | 100.00% | 100.00% | |||
Contingent consideration | $ 3.1 | ||||
Existing technology | Luxendo GmbH | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 7 years | 7 years | |||
Trade names | Luxendo GmbH | |||||
Acquisitions | |||||
Amortization period for intangible assets acquired | 10 years | 10 years |
Acquisitions - Hysitron (Detail
Acquisitions - Hysitron (Details) - Hysitron, Incorporated $ in Millions | Jan. 23, 2017USD ($) |
Acquisitions | |
Ownership percentage acquired | 100.00% |
Contingent consideration | $ 1.6 |
Technology, Customer Relationships and Trade Names | |
Acquisitions | |
Amortization period for intangible assets acquired | 7 years |
Customer Relationships, Trade Marks and Other Intangible | |
Acquisitions | |
Amortization period for intangible assets acquired | 5 years |
Maximum | |
Acquisitions | |
Contingent consideration | $ 10 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Hierarchy (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Significant Other Observable Inputs (Level 2) | ||
Liabilities: | ||
Fair value of long-term fixed interest rate debt | $ 228.8 | $ 231.3 |
Recurring basis | ||
Assets: | ||
Foreign exchange contracts | 0.2 | 4.5 |
Embedded derivatives in purchase and delivery contracts | 0.4 | 0.9 |
Fixed price commodity contracts | 0.8 | |
Total assets recorded at fair value | 0.6 | 6.2 |
Liabilities: | ||
Contingent consideration | 15.1 | 12.7 |
Hybrid instrument liability | 12.9 | |
Foreign exchange contracts | 2.8 | 0.1 |
Embedded derivatives in purchase and delivery contracts | 0.9 | 2.9 |
Fixed price commodity contracts | 0.5 | |
Total liabilities recorded at fair value | 32.2 | 15.7 |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Foreign exchange contracts | 0.2 | 4.5 |
Embedded derivatives in purchase and delivery contracts | 0.4 | 0.9 |
Fixed price commodity contracts | 0.8 | |
Total assets recorded at fair value | 0.6 | 6.2 |
Liabilities: | ||
Foreign exchange contracts | 2.8 | 0.1 |
Embedded derivatives in purchase and delivery contracts | 0.9 | 2.9 |
Fixed price commodity contracts | 0.5 | |
Total liabilities recorded at fair value | 4.2 | 3 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Contingent consideration | 15.1 | 12.7 |
Hybrid instrument liability | 12.9 | |
Total liabilities recorded at fair value | $ 28 | $ 12.7 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Time and Call Deposits (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Investments in time and call deposits | ||
Restricted Cash | $ 3.9 | $ 3.9 |
Short-term Investments | $ 0 | $ 114.2 |
Minimum | ||
Investments in time and call deposits | ||
Maturity of time deposits | 1 month | |
Maximum | ||
Investments in time and call deposits | ||
Maturity of time deposits | 12 months | |
Period of ability to redeem invested amounts on call deposits | 95 days |
Fair Value of Financial Instr_5
Fair Value of Financial Instruments - Contingent Consideration (Details) - Contingent consideration - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Changes in contingent consideration liabilities | ||
Balance at the beginning of the period | $ 12.7 | $ 16.6 |
Current period additions | 9.9 | 5 |
Current period adjustments | (1.9) | 2.3 |
Current period settlements | (5.5) | (11.7) |
Foreign currency effect | (0.1) | 0.5 |
Balance at the end of the period | $ 15.1 | $ 12.7 |
Fair Value of Financial Instr_6
Fair Value of Financial Instruments - Hybrid Liability (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Investments in time and call deposits | |
Current period additions | $ 12.9 |
Balance at December 31, 2018 | $ 12.9 |
Accounts Receivable - Balances
Accounts Receivable - Balances (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Trade accounts receivable | ||
Gross accounts receivable | $ 361 | $ 324 |
Allowance for doubtful accounts | (3.8) | (4.7) |
Accounts receivable, net | $ 357.2 | $ 319.3 |
Accounts Receivable - Allowance
Accounts Receivable - Allowance (Details) - Allowance for doubtful accounts - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of activity in the Company's allowance for doubtful accounts | |||
Balance at Beginning of Period | $ 4.7 | $ 7.9 | $ 9.1 |
Additions Charged to Expense | 0.7 | 0.5 | 0.9 |
Deductions Amounts Written Off | (1.7) | (4.4) | (2) |
Foreign Currency Impact | 0.1 | 0.7 | (0.1) |
Balance at End of Period | $ 3.8 | $ 4.7 | $ 7.9 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Inventories | ||
Raw materials | $ 164.5 | $ 152 |
Work-in-process | 182.4 | 183.1 |
Finished goods | 94.8 | 96.6 |
Demonstration units | 67.9 | 54.5 |
Inventories | 509.6 | 486.2 |
Inventory-in-transit | $ 38.3 | $ 41.4 |
Property, Plant and Equipment_3
Property, Plant and Equipment, Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property, plant and equipment, Net | |||
Property, plant and equipment, gross | $ 692.4 | $ 687.8 | |
Less accumulated depreciation and amortization | (421.8) | (421.3) | |
Property, plant and equipment, net | 270.6 | 266.5 | $ 239.1 |
Depreciation and amortization | 36 | 34.3 | 32.6 |
Impairment charge on property, plant and equipment | 0 | 1.1 | $ 0.8 |
Land | |||
Property, plant and equipment, Net | |||
Property, plant and equipment, gross | 26.8 | 28.1 | |
Building and leasehold improvements | |||
Property, plant and equipment, Net | |||
Property, plant and equipment, gross | 299.2 | 294.8 | |
Machinery, equipment, software and furniture and fixtures | |||
Property, plant and equipment, Net | |||
Property, plant and equipment, gross | $ 366.4 | $ 364.9 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill | |||
Balance at the beginning of the period | $ 169.8 | $ 130.6 | $ 130.6 |
Current period additions/adjustments | 109 | 33.8 | 1 |
Foreign currency effect | (3.1) | 5.4 | (1) |
Balance at the end of the period | $ 275.7 | $ 169.8 | $ 130.6 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible assets | |||
Gross Carrying Amount, intangible assets subject to amortization | $ 403.1 | $ 236 | |
Accumulated Amortization, intangible assets subject to amortization | (184.4) | (154.2) | |
Net Carrying Amount, intangible assets subject to amortization | 218.7 | 81.8 | |
Gross Carrying Amount, total intangible assets | 403.1 | 236.6 | |
Net Carrying Amount, total intangible assets | 218.7 | 82.4 | |
Amortization expense related to intangible assets subject to amortization | 28.9 | 29.6 | $ 21.7 |
In-process research and development | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets not subject to amortization | 0.6 | ||
Net Carrying Amount, intangible assets not subject to amortization | 0.6 | ||
Impairment charge on definite-lived intangible assets | 0.6 | ||
Existing technology and related patents | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets subject to amortization | 272.6 | 195.4 | |
Accumulated Amortization, intangible assets subject to amortization | (160.5) | (138.9) | |
Net Carrying Amount, intangible assets subject to amortization | 112.1 | 56.5 | |
Customer relationships | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets subject to amortization | 112 | 34.6 | |
Accumulated Amortization, intangible assets subject to amortization | (18.1) | (12.9) | |
Net Carrying Amount, intangible assets subject to amortization | 93.9 | 21.7 | |
Non compete contracts | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets subject to amortization | 1.8 | 1.8 | |
Accumulated Amortization, intangible assets subject to amortization | (1.8) | (1.5) | |
Net Carrying Amount, intangible assets subject to amortization | 0.3 | ||
Trade names | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets subject to amortization | 11.6 | 4.2 | |
Accumulated Amortization, intangible assets subject to amortization | (1.6) | (0.9) | |
Net Carrying Amount, intangible assets subject to amortization | 10 | $ 3.3 | |
Other | |||
Intangible assets | |||
Gross Carrying Amount, intangible assets subject to amortization | 5.1 | ||
Accumulated Amortization, intangible assets subject to amortization | (2.4) | ||
Net Carrying Amount, intangible assets subject to amortization | $ 2.7 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Future Amortization (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Estimated future amortization expense related to amortizable intangible asset: | ||
2,019 | $ 34.9 | |
2,020 | 29.7 | |
2,021 | 27.7 | |
2,022 | 21.8 | |
2,023 | 19.1 | |
Thereafter | 85.5 | |
Net Carrying Amount, intangible assets subject to amortization | $ 218.7 | $ 81.8 |
Other Current Liabilities - Oth
Other Current Liabilities - Other Current Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Other Current Liabilities | ||||
Deferred revenue | $ 96.3 | $ 87 | ||
Accrued compensation | 104.2 | 105.4 | ||
Accrued warranty | 19.7 | 20.6 | $ 18.7 | $ 19.6 |
Contingent consideration | 7.1 | 6.5 | ||
Income taxes payable | 36.8 | 28.1 | ||
Other taxes payable | 23.4 | 16.7 | ||
Derivative liabilities | 4.2 | 2.4 | ||
Other accrued expenses | 60.2 | 55.3 | ||
Other current liabilities | $ 351.9 | $ 322 |
Other Current Liabilities - Cha
Other Current Liabilities - Changes in Accrued Warranty (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in accrued warranty | |||
Balance at the beginning of the year | $ 20.6 | $ 18.7 | $ 19.6 |
Accruals for warranties issued during the year | 21.3 | 17 | 17.4 |
Settlements of warranty claims | (21.5) | (17) | (17.8) |
Foreign currency impact | (0.7) | 1.9 | (0.5) |
Balance at the end of the year | $ 19.7 | $ 20.6 | $ 18.7 |
Debt - Components (Details)
Debt - Components (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Debt | ||
Total debt | $ 341.1 | $ 415.6 |
Current portion of long-term debt | (18.5) | |
Total long-term debt, less current portion | 322.6 | 415.6 |
US Dollar notes under the Note Purchase Agreement | ||
Debt | ||
Debt, before unamortized debt issuance costs | 220 | 220 |
Unamortized debt issuance costs | (0.5) | (0.7) |
Capital lease obligations and other loans | ||
Debt | ||
Total debt | 7.1 | 1.3 |
Other revolving loans | ||
Debt | ||
Total debt | 2.9 | |
2015 Credit Agreement | US Dollar revolving loan | ||
Debt | ||
Total debt | $ 111.6 | $ 195 |
Debt - Credit Agreements (Detai
Debt - Credit Agreements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Revolving lines of credit | |
Maximum commitment | $ 765.8 |
2015 Credit Agreement | US Dollar revolving loan | |
Revolving lines of credit | |
Maximum commitment | $ 500 |
Maximum leverage ratio allowed | 3.5 |
Minimum interest coverage ratio required | 2.5 |
Actual leverage ratio | 0.93 |
Actual interest coverage ratio | 22.5 |
2015 Credit Agreement | US Dollar revolving loan | Minimum | |
Revolving lines of credit | |
Facility fee (as a percent) | 0.10% |
2015 Credit Agreement | US Dollar revolving loan | Maximum | |
Revolving lines of credit | |
Facility fee (as a percent) | 0.20% |
2015 Credit Agreement | US Dollar revolving loan | Greatest of prime rate, federal funds rate plus spread and adjusted LIBOR plus spread | Minimum | |
Revolving lines of credit | |
Interest rate added to base rate (as a percent) | 0.00% |
2015 Credit Agreement | US Dollar revolving loan | Greatest of prime rate, federal funds rate plus spread and adjusted LIBOR plus spread | Maximum | |
Revolving lines of credit | |
Interest rate added to base rate (as a percent) | 0.30% |
2015 Credit Agreement | US Dollar revolving loan | Prime rate | |
Revolving lines of credit | |
Variable interest rate base | prime rate |
2015 Credit Agreement | US Dollar revolving loan | Federal funds rate | |
Revolving lines of credit | |
Variable interest rate base | federal funds rate |
Interest rate added to base rate (as a percent) | 0.50% |
2015 Credit Agreement | US Dollar revolving loan | Adjusted LIBOR | |
Revolving lines of credit | |
Variable interest rate base | adjusted LIBOR |
Interest rate added to base rate (as a percent) | 1.00% |
2015 Credit Agreement | US Dollar revolving loan | LIBOR | |
Revolving lines of credit | |
Variable interest rate base | LIBOR |
2015 Credit Agreement | US Dollar revolving loan | LIBOR | Minimum | |
Revolving lines of credit | |
Interest rate added to base rate (as a percent) | 0.90% |
2015 Credit Agreement | US Dollar revolving loan | LIBOR | Maximum | |
Revolving lines of credit | |
Interest rate added to base rate (as a percent) | 1.30% |
Debt - Revolving Loan Arrangeme
Debt - Revolving Loan Arrangements (Details) $ in Millions | Dec. 31, 2018USD ($) |
Revolving lines of credit | |
Total Amount Committed by Lenders | $ 765.8 |
Outstanding Borrowings | 114.5 |
Outstanding Letters of Credit | 138.3 |
Total Amount Available | $ 513 |
US Dollar revolving loan | 2015 Credit Agreement | |
Revolving lines of credit | |
Weighted Average Interest Rate (as a percent) | 1.40% |
Total Amount Committed by Lenders | $ 500 |
Outstanding Borrowings | 111.6 |
Outstanding Letters of Credit | 1.3 |
Total Amount Available | $ 387.1 |
Hain revolving line of credit | |
Revolving lines of credit | |
Weighted Average Interest Rate (as a percent) | 3.50% |
Total Amount Committed by Lenders | $ 4 |
Outstanding Borrowings | 2.9 |
Total Amount Available | $ 1.1 |
Alicona revolving line of credit | |
Revolving lines of credit | |
Weighted Average Interest Rate (as a percent) | 0.50% |
Total Amount Committed by Lenders | $ 5.3 |
Total Amount Available | 5.3 |
Other lines of credit | |
Revolving lines of credit | |
Total Amount Committed by Lenders | 256.5 |
Outstanding Letters of Credit | 137 |
Total Amount Available | $ 119.5 |
Debt - Senior Notes (Details)
Debt - Senior Notes (Details) $ in Millions | Jan. 18, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jan. 31, 2012USD ($) |
Debt | ||||
Principal repayment of Senior Notes | $ 20 | |||
US Dollar notes under the Note Purchase Agreement | ||||
Debt | ||||
Senior notes | $ 240 | |||
Additional aggregate principal amount that may be issued | $ 600 | |||
Minimum percentage of original aggregate principal that may be prepaid | 10.00% | |||
Prepayment price as percentage of principal amount | 100.00% | |||
Prepayment price as percentage of principal amount, in the event of a change in control | 100.00% | |||
Maximum leverage ratio allowed | 3.50 | |||
Period for interest coverage ratio | 1 year | |||
Minimum interest coverage ratio required | 2.50 | |||
Priority debt as a percentage of consolidated net worth | 25.00% | |||
Actual leverage ratio | 0.93 | |||
Actual interest coverage ratio | 22.5 | |||
US Dollar notes under the Note Purchase Agreement | Minimum | ||||
Debt | ||||
Written notice period to holders of the Notes | 30 days | |||
US Dollar notes under the Note Purchase Agreement | Maximum | ||||
Debt | ||||
Written notice period to holders of the Notes | 60 days | |||
3.16% Series 2012A Senior Notes, Tranche A, due January 18, 2017 | US Dollar notes under the Note Purchase Agreement | ||||
Debt | ||||
Senior notes | $ 20 | |||
Interest rate, stated percentage | 3.16% | |||
Principal repayment of Senior Notes | $ 20 | |||
3.74% Series 2012A Senior Notes, Tranche B, due January 18, 2019 | US Dollar notes under the Note Purchase Agreement | ||||
Debt | ||||
Senior notes | $ 15 | |||
Interest rate, stated percentage | 3.74% | |||
4.31% Series 2012A Senior Notes, Tranche C, due January 18, 2022 | US Dollar notes under the Note Purchase Agreement | ||||
Debt | ||||
Senior notes | $ 105 | |||
Interest rate, stated percentage | 4.31% | |||
4.46% Series 2012A Senior Notes, Tranche D, due January 18, 2024 | US Dollar notes under the Note Purchase Agreement | ||||
Debt | ||||
Senior notes | $ 100 | |||
Interest rate, stated percentage | 4.46% |
Debt - Maturities (Details)
Debt - Maturities (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Annual maturities of debt: | |||
2,019 | $ 18.5 | ||
2,020 | 112.3 | ||
2,021 | 1.7 | ||
2,022 | 106 | ||
2,023 | 1.1 | ||
Thereafter | 101.5 | ||
Total debt | 341.1 | $ 415.6 | |
Interest expense | $ 12.6 | $ 15.4 | $ 13.2 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Risk Management (Details) € in Millions, ¥ in Millions, £ in Millions, SFr in Millions, $ in Millions, $ in Millions | Dec. 31, 2018GBP (£) | Dec. 31, 2018CNY (¥) | Dec. 31, 2018CHF (SFr) | Dec. 31, 2018SGD ($) | Dec. 31, 2018EUR (€) | Dec. 31, 2018USD ($) | Dec. 31, 2017CHF (SFr) | Dec. 31, 2017SGD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2017USD ($) |
Derivative instruments and hedging activities | ||||||||||
Credit agreement, amount outstanding | $ 114.5 | |||||||||
Embedded derivatives in purchase and delivery contracts | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional amount of derivative sale contracts | 113.5 | $ 98.3 | ||||||||
Notional amount of derivative purchase contracts | 6 | 3.6 | ||||||||
Fixed price commodity contracts | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | 6.8 | 3 | ||||||||
Not designated as hedging instruments | Foreign exchange contracts | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | 102.4 | 84.2 | ||||||||
Fair Value of Assets | 0.2 | 4.5 | ||||||||
Fair Value of Liabilities | 2.8 | 0.1 | ||||||||
Not designated as hedging instruments | USD:EUR | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | € 25.4 | 31.1 | € 59.5 | 67 | ||||||
Fair Value of Assets | 4.5 | |||||||||
Fair Value of Liabilities | 2.1 | |||||||||
Not designated as hedging instruments | EUR:USD | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | 8.5 | |||||||||
Notional Amount in U.S. Dollars | 8.6 | |||||||||
Fair Value of Liabilities | 0.1 | |||||||||
Not designated as hedging instruments | USD:CHF | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | SFr 11.1 | 11.3 | SFr 11 | 11.3 | ||||||
Not designated as hedging instruments | CHF:USD | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | 2.1 | |||||||||
Notional Amount in U.S. Dollars | 2.1 | |||||||||
Not designated as hedging instruments | YEN:CHF | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | SFr 10.4 | 10.8 | ||||||||
Fair Value of Liabilities | 0.2 | |||||||||
Not designated as hedging instruments | CAD:USD | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | 1.5 | |||||||||
Notional Amount in U.S. Dollars | 1.5 | |||||||||
Not designated as hedging instruments | USD:SGD | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | $ 4.3 | 3.1 | $ 4.9 | 3.6 | ||||||
Not designated as hedging instruments | USD:CNY | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | ¥ 41.1 | 5.9 | ||||||||
Fair Value of Assets | 0.1 | |||||||||
Not designated as hedging instruments | EUR:GBP | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | £ 15.4 | 20 | ||||||||
Fair Value of Liabilities | 0.4 | |||||||||
Not designated as hedging instruments | GBP:EUR | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | € 6.9 | 8 | ||||||||
Fair Value of Assets | 0.1 | |||||||||
Not designated as hedging instruments | PLN:EUR | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Notional Amount | € 1.8 | 2.3 | ||||||||
Fair Value of Liabilities | $ 0.1 | |||||||||
US Dollar revolving loan | 2015 Credit Agreement | ||||||||||
Derivative instruments and hedging activities | ||||||||||
Credit agreement, amount outstanding | $ 111.6 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Fair Values (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Foreign exchange contracts | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative assets | $ 0.2 | $ 4.5 |
Foreign exchange contracts | Other current liabilities | ||
Derivative instruments and hedging activities | ||
Derivative liabilities | 2.8 | 0.1 |
Embedded derivatives in purchase and delivery contracts | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative assets | 0.2 | 0.9 |
Embedded derivatives in purchase and delivery contracts | Other long-term assets | ||
Derivative instruments and hedging activities | ||
Derivative assets | 0.2 | |
Embedded derivatives in purchase and delivery contracts | Other current liabilities | ||
Derivative instruments and hedging activities | ||
Derivative liabilities | 0.9 | 1.5 |
Embedded derivatives in purchase and delivery contracts | Other long-term liabilities | ||
Derivative instruments and hedging activities | ||
Derivative liabilities | 1.4 | |
Fixed price commodity contracts | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative assets | $ 0.8 | |
Fixed price commodity contracts | Other current liabilities | ||
Derivative instruments and hedging activities | ||
Derivative liabilities | $ 0.5 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Gains and Losses (Details) - Not designated as hedging instruments - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Derivative instruments and hedging activities | |||
Impact on net income of unrealized gains and losses resulting from changes in fair value of derivative instruments | $ (6.8) | $ 0.7 | $ 4.2 |
Foreign exchange contracts | |||
Derivative instruments and hedging activities | |||
Impact on net income of unrealized gains and losses resulting from changes in fair value of derivative instruments | (7) | 5.8 | (0.1) |
Embedded derivatives in purchase and delivery contracts | |||
Derivative instruments and hedging activities | |||
Impact on net income of unrealized gains and losses resulting from changes in fair value of derivative instruments | 1.5 | (5.7) | 3.7 |
Fixed price commodity contracts | |||
Derivative instruments and hedging activities | |||
Impact on net income of unrealized gains and losses resulting from changes in fair value of derivative instruments | $ (1.3) | $ 0.6 | $ 0.6 |
Income Taxes - Income Before Ta
Income Taxes - Income Before Taxes and Tax Provision (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Domestic and foreign components of income before taxes: | |||
Domestic | $ (15.4) | $ (14) | $ 18.4 |
Foreign | 260.1 | 211.8 | 159.2 |
Income before income taxes and noncontrolling interest in consolidated subsidiaries | 244.7 | 197.8 | 177.6 |
Current income tax (benefit) expense: | |||
Federal | 10.1 | 32.2 | (2.4) |
State | 1 | 2 | 0.3 |
Foreign | 61.8 | 42.7 | 59.8 |
Total current income tax expense | 72.9 | 76.9 | 57.7 |
Deferred income tax (benefit) expense: | |||
Federal | (15.4) | 35.5 | 3.1 |
State | (0.3) | (0.4) | (5.3) |
Foreign | 6.5 | 5.5 | (32.4) |
Total deferred income tax (benefit) expense | (9.2) | 40.6 | (34.6) |
Income tax provision | $ 63.7 | $ 117.5 | $ 23.1 |
Income Taxes - Reconciliation (
Income Taxes - Reconciliation (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Reconciliation of United States federal statutory rate to effective income tax rate | |||
Statutory tax rate (as a percent) | 21.00% | 35.00% | 35.00% |
Foreign tax rate differential | 4.60% | (11.70%) | (11.60%) |
Permanent differences | 0.70% | (0.50%) | 8.20% |
Mandatory Repatriation | 1.70% | 27.00% | |
Tax contingencies | 0.90% | (1.30%) | (3.00%) |
Change in tax rates (as a percent) | 1.10% | 0.90% | 0.20% |
Withholding taxes | 0.10% | 2.20% | 1.30% |
Tax on unremitted earnings | (4.90%) | 7.80% | |
State income taxes, net of federal benefits | (0.40%) | 1.30% | (2.90%) |
Purchase accounting | 0.10% | 0.50% | 1.60% |
Tax credits | (0.30%) | (3.00%) | |
Other | 0.60% | (1.20%) | 4.30% |
Change in valuation allowance for unbenefitted losses | 0.50% | (0.30%) | (17.10%) |
Effective tax rate | 26.00% | 59.40% | 13.00% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||||
Accounts receivable | $ 3.9 | |||
Accrued expenses | $ 5.3 | 6.7 | ||
Compensation | 26.9 | 27.9 | ||
Deferred revenue | 0.4 | |||
Net operating loss carryforwards | 24.3 | 19.1 | ||
Fixed assets | 3.9 | |||
Inventory | 2.8 | |||
Foreign tax and other tax credit carryforwards | 8.3 | 5.9 | ||
Unrealized currency gain/loss | 1.1 | 3.2 | ||
Gross deferred tax assets | 69.8 | 69.9 | ||
Less valuation allowance | (4.3) | $ (0.5) | $ (37.2) | |
Total deferred tax assets | 65.5 | 69.9 | ||
Deferred tax liabilities: | ||||
Accounts receivable | 1.2 | |||
Investments | 0.5 | |||
Inventory | 1.8 | |||
Deferred revenue | 5.9 | |||
Fixed assets | 0.3 | |||
Foreign statutory reserves | 0.4 | 0.9 | ||
Intangibles | 47.6 | 13 | ||
Accrued expenses | 0.3 | 0.6 | ||
Accrued withholding tax | 4.8 | 16.1 | ||
Other | 3.2 | 6.4 | ||
Total deferred tax liabilities | 65.7 | 37.3 | ||
Net deferred tax assets | $ 0.2 | $ 32.6 |
Income Taxes - Valuation allowa
Income Taxes - Valuation allowance (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Income Taxes | |||
Valuation allowance beginning of the year | $ 37.2 | ||
Increases (decreases) recorded to income tax provision | $ 1.3 | $ (0.5) | (36.7) |
Increases recorded as part of acquisition purchase accounting | 3 | ||
Valuation allowance end of the year | $ 4.3 | $ 0.5 |
Income Taxes - Operating Loss C
Income Taxes - Operating Loss Carryforwards (Details) $ in Millions | Dec. 31, 2018USD ($) |
State | |
Net operating loss carryforwards | |
Net operating loss carryforwards | $ 43.2 |
Foreign | German Trade Tax | |
Net operating loss carryforwards | |
Net operating loss carryforwards | 93.1 |
Foreign | Other foreign countries | |
Net operating loss carryforwards | |
Net operating loss carryforwards | $ 8.5 |
Income Taxes - Tax Credit Carry
Income Taxes - Tax Credit Carryforwards (Details) $ in Millions | Dec. 31, 2018USD ($) |
State | Research and development | |
Tax credits available to offset future tax liabilities | |
Tax credits | $ 8.6 |
Income Taxes - Unrecognized Tax
Income Taxes - Unrecognized Tax Benefits (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Unremitted foreign earnings | $ 1,328 | ||
Unrecognized deferred withholding taxes on undistributed earnings of foreign subsidiaries , excluding non-cash E&P | 875 | ||
Unrecognized deferred withholding taxes on undistributed earnings of foreign subsidiaries , excluding non-cash E&P reinvested | 453.4 | ||
Unrecognized deferred withholding taxes on undistributed earnings of foreign subsidiaries | 48.5 | ||
Gross unrecognized tax benefits, excluding interest | 6.6 | ||
Reasonably possible reduction in unrecognized tax benefits due to statutes of limitations expiring and favorably settling with taxing authorities | 0.1 | ||
Reconciliation of beginning and ending amount of unrecognized tax benefits | |||
Gross unrecognized tax benefits at the beginning of the year | 4.4 | $ 6.2 | $ 33.2 |
Gross decreases - tax positions in prior periods | (4.8) | ||
Gross increases - current period tax positions | 3.1 | 0.9 | |
Settlements | (21.3) | ||
Lapse of statutes | (0.9) | (1.8) | (1.8) |
Gross unrecognized tax benefits at the end of the year | 6.6 | 4.4 | $ 6.2 |
Accrued interest and penalties related to uncertain tax positions | 0.2 | $ 0.2 | |
Penalties and interest (benefit) expense relating to unrecognized tax benefits | $ (0.3) | ||
Statutory tax rate (as a percent) | 21.00% | 35.00% | 35.00% |
Change in tax rates (as a percent) | 1.10% | 0.90% | 0.20% |
Germany and Switzerland | |||
Reconciliation of beginning and ending amount of unrecognized tax benefits | |||
Change in tax rates (as a percent) | 3.76% | ||
Germany | |||
Reconciliation of beginning and ending amount of unrecognized tax benefits | |||
Statutory tax rate (as a percent) | 30.00% | ||
Switzerland | |||
Reconciliation of beginning and ending amount of unrecognized tax benefits | |||
Statutory tax rate (as a percent) | 20.00% |
Income Taxes - 2017 Tax Act (De
Income Taxes - 2017 Tax Act (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2026 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
2017 Tax Act | ||||||
Statutory Corporate tax rate (as a percent) | 21.00% | 35.00% | 35.00% | |||
Effective tax rate of GILTI on offshore earnings (as a percent) | 10.50% | |||||
Dividends received deduction on certain qualified dividends from foreign subsidiaries (as a percent) | 100.00% | |||||
Incremental income tax provision | $ 68.9 | |||||
Estimated tax provision for the federal and state impacts of one-time deemed repatriation | $ 55 | |||||
Payment period for federal portion of toll charge liability | 8 years | |||||
Toll charge liability recorded in long-term income tax liabilities | $ 30.6 | $ 30.6 | ||||
Toll charge liability recorded in accrued income taxes (current) | 2.7 | 2.7 | ||||
Estimated tax benefit for remeasurement of deferred tax assets and liabilities | 1.4 | |||||
Estimated tax provision for state income taxes and foreign withholding taxes | $ 12.5 | |||||
Income tax net benefit | $ 5.4 | |||||
Income tax additional tax expense | $ 6.6 | 55 | ||||
Income tax estimated liability and state income and foreign withholding taxes | $ 12 | 12.5 | ||||
Deferred tax liability and reduction | $ 1.4 | |||||
Forecast | ||||||
2017 Tax Act | ||||||
Effective tax rate of GILTI on offshore earnings (as a percent) | 13.125% |
Post Retirement Benefit Plans -
Post Retirement Benefit Plans - Defined Contribution Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Other Benefit Plans | |||
Company's contributions to defined contribution plans | $ 8.4 | $ 6.4 | $ 6 |
Post Retirement Benefit Plans_2
Post Retirement Benefit Plans - Net Periodic Benefit Cost (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Components of net periodic benefit costs: | |||
Service cost | $ 7.5 | $ 7.8 | $ 6.8 |
Interest cost | 2 | 1.7 | 2.2 |
Expected return on plan assets | (1.9) | (1.7) | (1.8) |
Amortization of net loss | 3.8 | 4.8 | 4.1 |
Net periodic benefit costs | $ 11.4 | $ 12.6 | $ 11.3 |
Post Retirement Benefit Plans_3
Post Retirement Benefit Plans - Changes in Benefit Obligations and Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Change in benefit obligation: | |||
Benefit obligation at beginning of year | $ 228 | $ 210.1 | |
Service cost | 7.5 | 7.8 | $ 6.8 |
Interest cost | 2 | 1.7 | 2.2 |
Plan participant contributions | 4.3 | 4.1 | |
Plan amendments | (1.3) | ||
Plan settlements | (0.4) | ||
Benefits paid | (2) | (3.6) | |
Actuarial loss (gain) | (16.2) | (3.6) | |
Premiums paid | (1.7) | (1.5) | |
Impact of foreign currency exchange rates | (3.5) | 13 | |
Benefit obligation at end of year | 216.7 | 228 | 210.1 |
Change in plan assets: | |||
Fair value of plan assets at beginning of year | 120.3 | 105.9 | |
Return on plan assets | (0.6) | 5 | |
Plan participant and employer contributions | 10.2 | 9.5 | |
Benefits paid | (2.2) | (3.6) | |
Plan settlements | (0.4) | ||
Premiums paid | (1.5) | (1.5) | |
Impact of foreign currency exchange rates | (1.2) | 5 | |
Fair value of plan assets at end of year | 124.6 | 120.3 | 105.9 |
Net under funded status | (92.1) | (107.7) | |
Interest and other income (expense), net | (17.7) | (21.7) | (4.2) |
Accumulated benefit obligation | $ 206.9 | 217.2 | |
ASU 2017-07, Compensation-Retirement Benefits | Reclassification for retrospective adoption | |||
Change in plan assets: | |||
Cost of sales, selling, general and administrative, and research and development expense | (4.8) | (4.6) | |
Interest and other income (expense), net | $ 4.8 | $ 4.6 |
Post Retirement Benefit Plans_4
Post Retirement Benefit Plans - Balance Sheet and AOCI (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Amounts recognized in the accompanying consolidated balance sheets: | ||
Current liabilities | $ (1.6) | $ (2.1) |
Non-current liabilities | (90.5) | (105.6) |
Net amount recognized | (92.1) | (107.7) |
Pre-tax amounts recognized in accumulated other comprehensive income: | ||
Prior service cost | (6.9) | (9.7) |
Net actuarial loss | (32) | (48.9) |
Accumulated other comprehensive loss | (38.9) | (58.6) |
Accumulated contributions below net periodic benefit cost | (53.2) | (49.1) |
Net amount recognized | (92.1) | $ (107.7) |
Accumulated other comprehensive income expected to be recognized as amortization of net loss within net periodic benefit cost in 2019 | $ 1.9 |
Post Retirement Benefit Plans_5
Post Retirement Benefit Plans - Assumptions (Details) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Minimum | |||
Assumptions used to determine projected benefit obligations | |||
Discount rate (as a percent) | 0.20% | 0.20% | 0.20% |
Expected return on plan assets (as a percent) | 0.00% | 0.00% | 0.00% |
Expected rate of compensation increase (as a percent) | 1.00% | 1.00% | 1.00% |
Maximum | |||
Assumptions used to determine projected benefit obligations | |||
Discount rate (as a percent) | 2.30% | 2.10% | 2.10% |
Expected return on plan assets (as a percent) | 3.00% | 3.00% | 3.00% |
Expected rate of compensation increase (as a percent) | 3.00% | 3.00% | 3.00% |
Post Retirement Benefit Plans_6
Post Retirement Benefit Plans - Plan Assets (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Plan Assets: | |||
Plan assets | $ 124.6 | $ 120.3 | $ 105.9 |
Group BPCE Life | |||
Plan Assets: | |||
Plan assets | 0.8 | 1.1 | |
Swiss Life Collective BVG Foundation | |||
Plan Assets: | |||
Plan assets | $ 123.8 | $ 119.2 | |
Guaranteed minimum return on mandatory withdrawal portion of fund (as a percent) | 1.00% | 1.75% | |
Guaranteed minimum return on non-mandatory withdrawal portion of fund (as a percent) | 0.25% | 0.75% | |
The Company's percentage of returns above the guaranteed minimum | 90.00% | ||
Percentage of returns above the guaranteed minimum to be retained by Swiss Life | 10.00% | ||
Swiss Life Collective BVG Foundation | Bonds including cash | |||
Plan Assets: | |||
Target allocation (as a percent) | 75.00% | ||
Swiss Life Collective BVG Foundation | Equity Securities | |||
Plan Assets: | |||
Target allocation (as a percent) | 5.00% | ||
Swiss Life Collective BVG Foundation | Real estate and mortgages | |||
Plan Assets: | |||
Target allocation (as a percent) | 20.00% | ||
Significant Other Observable Inputs (Level 2) | |||
Plan Assets: | |||
Plan assets | $ 124.6 | $ 120.3 | |
Significant Other Observable Inputs (Level 2) | Group BPCE Life | |||
Plan Assets: | |||
Plan assets | 0.8 | 1.1 | |
Significant Other Observable Inputs (Level 2) | Swiss Life Collective BVG Foundation | |||
Plan Assets: | |||
Plan assets | $ 123.8 | $ 119.2 |
Post Retirement Benefit Plans_7
Post Retirement Benefit Plans - Future Benefit Payments (Details) $ in Millions | Dec. 31, 2018USD ($) |
Estimated future benefit payments | |
2,019 | $ 2.5 |
2,020 | 2.8 |
2,021 | 3.3 |
2,022 | 3.7 |
2,023 | 4.4 |
2024-2028 | $ 31 |
Commitments and Contingencies -
Commitments and Contingencies - Litigation and Related Contingencies (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Governmental Investigations | ||
Litigation and Related Contingencies | ||
Accruals for potential contingencies | $ 0 | $ 0 |
Legal | ||
Litigation and Related Contingencies | ||
Accruals for potential contingencies | $ 0 | $ 0 |
Commitments and Contingencies_2
Commitments and Contingencies - Leases and Purchase Commitments (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating Leases | |||
Total rental expense under operating leases | $ 25.1 | $ 23.7 | $ 22 |
Future minimum lease payments under non-cancelable operating leases | |||
2,019 | 25.3 | ||
2,020 | 19.1 | ||
2,021 | 13.7 | ||
2,022 | 9.3 | ||
2,023 | 7.3 | ||
Thereafter | 18.4 | ||
Total | 93.1 | ||
Capital Leases | |||
Cost of the buildings under the capital leases | 0.2 | 0.9 | |
Accumulated amortization of the leased buildings | 0.1 | $ 0.5 | |
Unconditional Purchase Commitments | |||
Aggregate amount of unconditional purchase commitments | $ 228.3 |
Commitments and Contingencies_3
Commitments and Contingencies - License Agreements (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
License Agreements | |||
Cost of revenue | $ 995.6 | $ 949.9 | $ 866 |
License Agreements | |||
License Agreements | |||
Cost of revenue | $ 3.7 | $ 3.5 | $ 3 |
Commitments and Contingencies_4
Commitments and Contingencies - Guarantees (Details) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 |
Letters of Credit and Guarantees | ||
Bank guarantees primarily for customer advances | $ 138.3 | |
Revolving Loans | ||
Letters of Credit and Guarantees | ||
Bank guarantees primarily for customer advances | $ 138.3 | $ 138.8 |
Shareholders' Equity - Share Re
Shareholders' Equity - Share Repurchase and Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Dec. 21, 2018 | Sep. 21, 2018 | Jun. 22, 2018 | Mar. 23, 2018 | Dec. 22, 2017 | Sep. 22, 2017 | Jun. 23, 2017 | Mar. 24, 2017 | Feb. 22, 2016 | Dec. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Shareholders' Equity | |||||||||||||
Aggregate cost of common stock repurchased during the period | $ 0.2 | ||||||||||||
Dividend declared per common share (in dollars per share) | $ 0.04 | $ 0.16 | $ 0.16 | $ 0.16 | |||||||||
Target dividend per annum (in dollars per share) | $ 0.16 | ||||||||||||
Dividends paid, Aggregate Cost | $ 6.3 | $ 6.3 | $ 6.2 | $ 6.3 | $ 6.3 | $ 6.3 | $ 6.4 | $ 6.4 | |||||
May 2017 Repurchase Program | |||||||||||||
Shareholders' Equity | |||||||||||||
Amount approved for repurchase of common stock | $ 225 | $ 225 | |||||||||||
Common stock repurchased during the period (in shares) | 5,318,063 | 0 | |||||||||||
Aggregate cost of common stock repurchased during the period | $ 152.2 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of the components of accumulated other comprehensive income, net of tax | |||
Balance at beginning of period | $ 27 | ||
Balance at end of period | 17 | $ 27 | |
Accumulated Other Comprehensive Income | |||
Summary of the components of accumulated other comprehensive income, net of tax | |||
Balance at beginning of period | 27 | (75.9) | $ (44.2) |
Other comprehensive income (loss) | (13.4) | 98.1 | (35.7) |
Realized loss on reclassification | 3.4 | 4.8 | 4 |
Balance at end of period | 17 | 27 | (75.9) |
Foreign Currency Translation | |||
Summary of the components of accumulated other comprehensive income, net of tax | |||
Balance at beginning of period | 72.2 | (24.1) | 3.2 |
Other comprehensive income (loss) | (25.3) | 96.3 | (27.3) |
Balance at end of period | 46.9 | 72.2 | (24.1) |
Pension Liability Adjustment | |||
Summary of the components of accumulated other comprehensive income, net of tax | |||
Balance at beginning of period | (45.2) | (51.8) | (47.4) |
Other comprehensive income (loss) | 11.9 | 1.8 | (8.4) |
Realized loss on reclassification | 3.4 | 4.8 | 4 |
Balance at end of period | $ (29.9) | $ (45.2) | $ (51.8) |
Stock-Based Compensation - Plan
Stock-Based Compensation - Plan Information (Details) - shares | 1 Months Ended | 12 Months Ended | |
May 31, 2010 | Dec. 31, 2018 | Dec. 31, 2000 | |
The 2000 Plan | |||
Stock-Based Compensation | |||
Plan expiration term | 10 years | ||
2010 Plan | |||
Stock-Based Compensation | |||
Common stock authorized for issuance (in shares) | 8,000,000 | ||
2010 Plan | Minimum | |||
Stock-Based Compensation | |||
Vesting period | 3 years | ||
2010 Plan | Maximum | |||
Stock-Based Compensation | |||
Vesting period | 5 years | ||
2016 Plan | |||
Stock-Based Compensation | |||
Common stock authorized for issuance (in shares) | 9,500,000 | ||
2016 Plan | Minimum | |||
Stock-Based Compensation | |||
Vesting period | 1 year | ||
2016 Plan | Maximum | |||
Stock-Based Compensation | |||
Vesting period | 4 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Stock options - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stock options, Shares Subject to Options | |||
Outstanding at the beginning of the period (in shares) | 3,235,673 | ||
Granted (in shares) | 126,260 | ||
Exercised (in shares) | (575,372) | ||
Forfeited /Expired (in shares) | (193,251) | ||
Outstanding at the end of the period (in shares) | 2,593,310 | 3,235,673 | |
Exercisable at the end of the period (in shares) | 1,789,819 | ||
Exercisable and expected to vest at the end of the period (in shares) | 2,533,128 | ||
Stock options, Weighted Average Option Price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 20.16 | ||
Granted (in dollars per share) | 35.86 | ||
Exercised (in dollars per share) | 17.87 | ||
Forfeited (in dollars per share) | 20.31 | ||
Outstanding at the end of the period (in dollars per share) | 21.41 | $ 20.16 | |
Exercisable at the end of the period (in dollars per share) | 19.77 | ||
Exercisable and expected to vest at the end of the period (in dollars per share) | $ 21.33 | ||
Stock options, additional information | |||
Weighted Average Remaining Contractual Term, Outstanding | 5 years 7 months 6 days | ||
Weighted Average Remaining Contractual Term, Exercisable | 5 years 1 month 6 days | ||
Weighted Average Remaining Contractual Term, Exercisable and expected to vest | 5 years 7 months 6 days | ||
Aggregate Intrinsic Value, Outstanding | $ 22.4 | ||
Aggregate Intrinsic Value, Exercisable | 17.9 | ||
Aggregate Intrinsic Value, Exercisable and expected to vest | $ 22.1 | ||
Fair value of the Company's common stock price (in dollars per share) | $ 29.77 | ||
Weighted average fair values of options granted (in dollars per share) | $ 9.50 | $ 7.61 | $ 7.72 |
Intrinsic value of options exercised | $ 8 | $ 16.2 | $ 11.2 |
Additional share-based compensation disclosures | |||
Unrecognized pre-tax stock-based compensation expense | $ 4.4 | ||
Weighted average remaining service period | 2 years 29 days |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Award and RSU Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Restricted stock awards | ||||
Restricted stock, Shares Subject to Restriction | ||||
Outstanding at the beginning of the period (in shares) | 85,529 | |||
Vested (in shares) | (54,343) | |||
Forfeited (in shares) | (6,553) | |||
Outstanding at the end of the period (in shares) | 24,633 | 85,529 | ||
Restricted stock, Weighted Average Grant Date Fair Value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 20.39 | |||
Vested (in dollars per share) | 20.12 | |||
Forfeited (in dollars per share) | 24.80 | |||
Outstanding at the end of the period (in dollars per share) | $ 19.82 | $ 20.39 | ||
Additional share-based compensation disclosures | ||||
Total fair value of shares vested | $ 1.8 | $ 2.3 | $ 1.5 | |
Unrecognized pre-tax stock-based compensation expense | $ 0.3 | |||
Weighted average remaining service period | 7 months 6 days | |||
Restricted stock units | ||||
Restricted stock, Shares Subject to Restriction | ||||
Outstanding at the beginning of the period (in shares) | 652,123 | |||
Granted (in shares) | 428,464 | |||
Vested (in shares) | (203,144) | 0 | ||
Forfeited (in shares) | (71,194) | |||
Outstanding at the end of the period (in shares) | 806,249 | 652,123 | ||
Restricted stock, Weighted Average Grant Date Fair Value | ||||
Outstanding at the beginning of the period (in dollars per share) | $ 25.47 | |||
Granted (in dollars per share) | 33.76 | |||
Vested (in dollars per share) | 24.95 | |||
Forfeited (in dollars per share) | 26.89 | |||
Outstanding at the end of the period (in dollars per share) | $ 29.88 | $ 25.47 | ||
Additional share-based compensation disclosures | ||||
Total fair value of shares vested | $ 6.9 | $ 2 | ||
Unrecognized pre-tax stock-based compensation expense | $ 18.8 | |||
Weighted average remaining service period | 3 years 26 days | |||
Minimum | Restricted stock awards | ||||
Additional share-based compensation disclosures | ||||
Period of service restrictions | 1 year | |||
Maximum | Restricted stock awards | ||||
Additional share-based compensation disclosures | ||||
Period of service restrictions | 4 years |
Stock-Based Compensation - Acco
Stock-Based Compensation - Accounting Standards Update 2016-09 (Details) - USD ($) $ in Millions | Jan. 01, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock-Based Compensation | ||||
Income tax expense (benefit) | $ 63.7 | $ 117.5 | $ 23.1 | |
ASU 2016-09 - Stock Compensation | ||||
Stock-Based Compensation | ||||
Income tax expense (benefit) | $ 1.3 | $ 1.9 | ||
ASU 2016-09 - Stock Compensation | Adjustment | ||||
Stock-Based Compensation | ||||
Cumulative adjustment to retained earnings | $ 3.6 |
Other Charges, Net - Components
Other Charges, Net - Components (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Other Charges, Net | |||
Acquisition-related expenses (income), net | $ 3.4 | $ 4.5 | $ 9 |
Professional fees incurred in connection with investigation matters | 4.5 | 0.2 | |
Information technology transformation costs | 4.8 | 4.2 | 6.2 |
Restructuring charges | 6.8 | 10.6 | 9.8 |
Long-lived asset impairments | 0.2 | 0.8 | |
Other charges, net | $ 19.5 | $ 19.7 | $ 25.8 |
Other Charges, Net - Restructur
Other Charges, Net - Restructuring Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring charges | |||
Restructuring expenses | $ 9.4 | $ 16.2 | $ 20.8 |
Other programs | |||
Restructuring charges | |||
Restructuring expenses | 9.4 | 16.2 | 20.8 |
Other programs | Costs of product revenue | |||
Restructuring charges | |||
Restructuring expenses | 2.6 | 5.6 | 11 |
Other programs | Other charges, net | |||
Restructuring charges | |||
Restructuring expenses | $ 6.8 | $ 10.6 | $ 9.8 |
Other Charges, Net - Restruct_2
Other Charges, Net - Restructuring Reserves (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Changes in the restructuring reserves | |||
Balance at the beginning of the period | $ 10.8 | $ 16.2 | $ 23.1 |
Restructuring charges | 9.4 | 16.2 | 20.8 |
Cash payments | (9.2) | (17.1) | (22.1) |
Non-cash adjustments | (3.5) | (5.5) | (5.4) |
Foreign currency impact | (0.2) | 1 | (0.2) |
Balance at the end of the period | 7.3 | 10.8 | 16.2 |
Severance | |||
Changes in the restructuring reserves | |||
Balance at the beginning of the period | 2 | 4.9 | 10.3 |
Restructuring charges | 4.1 | 7.7 | 10.6 |
Cash payments | (4.4) | (10.1) | (15.6) |
Non-cash adjustments | 0.3 | (0.7) | (0.4) |
Foreign currency impact | 0.2 | ||
Balance at the end of the period | 2 | 2 | 4.9 |
Exit Costs | |||
Changes in the restructuring reserves | |||
Balance at the beginning of the period | 2.1 | 3.7 | 2.4 |
Restructuring charges | 5.3 | 6.2 | 7.2 |
Cash payments | (4.8) | (6.8) | (5.6) |
Non-cash adjustments | (1.2) | (1) | (0.3) |
Balance at the end of the period | 1.4 | 2.1 | 3.7 |
Provisions for Excess Inventory | |||
Changes in the restructuring reserves | |||
Balance at the beginning of the period | 6.7 | 7.6 | 10.4 |
Restructuring charges | 2.3 | 3 | |
Cash payments | (0.2) | (0.9) | |
Non-cash adjustments | (2.6) | (3.8) | (4.7) |
Foreign currency impact | (0.2) | 0.8 | (0.2) |
Balance at the end of the period | $ 3.9 | $ 6.7 | $ 7.6 |
Other Charges, Net - Restruct_3
Other Charges, Net - Restructuring Charges by Segment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Restructuring charges | |||
Restructuring charges | $ 9.4 | $ 16.2 | $ 20.8 |
BSI | |||
Restructuring charges | |||
Restructuring charges | $ 9.4 | 14.1 | $ 20.8 |
BEST | |||
Restructuring charges | |||
Restructuring charges | $ 2.1 |
Interest and Other Income (Ex_3
Interest and Other Income (Expense), Net (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Interest and Other Income (Expense), Net | |||
Interest income | $ 1.2 | $ 0.8 | $ 0.3 |
Interest expense | (12.6) | (15.4) | (13.2) |
Exchange gains (losses) on foreign currency transactions | (3) | (5.5) | 4.1 |
Pension components | (3.9) | (4.8) | (4.6) |
Gain on bargain purchase | 0.6 | 9.2 | |
Other | 0.6 | 2.6 | |
Interest and other income (expense), net | $ (17.7) | $ (21.7) | $ (4.2) |
Business Segment Information -
Business Segment Information - Information by Segment (Details) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Business segment information | |||||||||||
Number of reportable segments | segment | 2 | ||||||||||
Revenue | $ 553.6 | $ 466.6 | $ 443.7 | $ 431.7 | $ 530.5 | $ 435.6 | $ 414.9 | $ 384.9 | $ 1,895.6 | $ 1,765.9 | $ 1,611.3 |
Operating Income (loss) | 106.4 | $ 69.1 | $ 48.8 | $ 38.1 | 95.3 | $ 51.3 | $ 35.3 | $ 37.6 | 262.4 | 219.5 | 181.8 |
Impairment of assets | 0.6 | 1.1 | 0.8 | ||||||||
Assets | 2,128.6 | 1,948.5 | 2,128.6 | 1,948.5 | |||||||
Capital Expenditures | 49.2 | 43.7 | 37.1 | ||||||||
Depreciation and Amortization | 64.9 | 63.9 | 54.3 | ||||||||
Eliminations | |||||||||||
Business segment information | |||||||||||
Revenue | (6.2) | (9.2) | (11.5) | ||||||||
Corporate, eliminations and other | |||||||||||
Business segment information | |||||||||||
Operating Income (loss) | (1.3) | 1.7 | |||||||||
Assets | (5.2) | (4.9) | (5.2) | (4.9) | |||||||
BSI | |||||||||||
Business segment information | |||||||||||
Capital Expenditures | 42.8 | 38.5 | 34.6 | ||||||||
Depreciation and Amortization | 60.2 | 59.8 | 51.3 | ||||||||
BSI | Operating segments | |||||||||||
Business segment information | |||||||||||
Revenue | 1,707 | 1,583.9 | 1,492.6 | ||||||||
Operating Income (loss) | 247.9 | 213.4 | 173.5 | ||||||||
Assets | 2,100.6 | 1,917.8 | 2,100.6 | 1,917.8 | |||||||
BEST | |||||||||||
Business segment information | |||||||||||
Capital Expenditures | 6.4 | 5.2 | 2.5 | ||||||||
Depreciation and Amortization | 4.7 | 4.1 | 3 | ||||||||
BEST | Operating segments | |||||||||||
Business segment information | |||||||||||
Revenue | 194.8 | 191.2 | 130.2 | ||||||||
Operating Income (loss) | 14.5 | 7.4 | $ 6.6 | ||||||||
Assets | $ 33.2 | $ 35.6 | $ 33.2 | $ 35.6 |
Business Segment Information _2
Business Segment Information - Information by Geographical Area (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue and property, plant and equipment by geographical area | |||||||||||
Revenue | $ 553.6 | $ 466.6 | $ 443.7 | $ 431.7 | $ 530.5 | $ 435.6 | $ 414.9 | $ 384.9 | $ 1,895.6 | $ 1,765.9 | $ 1,611.3 |
Property, plant and equipment, net | 270.6 | 266.5 | 270.6 | 266.5 | 239.1 | ||||||
United States | |||||||||||
Revenue and property, plant and equipment by geographical area | |||||||||||
Revenue | 489.4 | 434.7 | 428.2 | ||||||||
Property, plant and equipment, net | 44.1 | 46.2 | 44.1 | 46.2 | 46.4 | ||||||
Germany | |||||||||||
Revenue and property, plant and equipment by geographical area | |||||||||||
Revenue | 201.1 | 200.2 | 189.5 | ||||||||
Property, plant and equipment, net | 137 | 140.9 | 137 | 140.9 | 122.5 | ||||||
Rest of Europe | |||||||||||
Revenue and property, plant and equipment by geographical area | |||||||||||
Revenue | 500.2 | 465 | 393.4 | ||||||||
Property, plant and equipment, net | 78.7 | 71.9 | 78.7 | 71.9 | 63.3 | ||||||
Asia Pacific | |||||||||||
Revenue and property, plant and equipment by geographical area | |||||||||||
Revenue | 549.2 | 514.8 | 458.1 | ||||||||
Property, plant and equipment, net | 6.3 | 5.4 | 6.3 | 5.4 | 4.4 | ||||||
Other | |||||||||||
Revenue and property, plant and equipment by geographical area | |||||||||||
Revenue | 155.7 | 151.2 | 142.1 | ||||||||
Property, plant and equipment, net | $ 4.5 | $ 2.1 | $ 4.5 | $ 2.1 | $ 2.5 |
Related Parties (Details)
Related Parties (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related parties | |||
Revenue | $ 0.6 | ||
Certain shareholders | |||
Related parties | |||
Expenses incurred | $ 1.2 | 3.5 | $ 3.9 |
Life sciences company | |||
Related parties | |||
Revenue | $ 2.9 | $ 2.6 | $ 1.1 |
Quarterly Financial Data (Una_3
Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Data (Unaudited) | |||||||||||
Net revenue | $ 553.6 | $ 466.6 | $ 443.7 | $ 431.7 | $ 530.5 | $ 435.6 | $ 414.9 | $ 384.9 | $ 1,895.6 | $ 1,765.9 | $ 1,611.3 |
Gross profit | 272.8 | 222.6 | 205.2 | 199.4 | 256.2 | 198.9 | 184.5 | 176.4 | 900 | 816 | 745.3 |
Operating income | 106.4 | 69.1 | 48.8 | 38.1 | 95.3 | 51.3 | 35.3 | 37.6 | 262.4 | 219.5 | 181.8 |
Net income (loss) attributable to Bruker Corporation | $ 78.1 | $ 43.4 | $ 31.2 | $ 27 | $ (3.4) | $ 37 | $ 23.4 | $ 21.6 | $ 179.7 | $ 78.6 | $ 153.6 |
Net income (loss) per common share attributable to Bruker Corporation shareholders: | |||||||||||
Basic (in dollars per share) | $ 0.50 | $ 0.28 | $ 0.20 | $ 0.17 | $ (0.02) | $ 0.23 | $ 0.15 | $ 0.14 | $ 1.15 | $ 0.50 | $ 0.95 |
Diluted (in dollars per share) | $ 0.50 | $ 0.28 | $ 0.20 | $ 0.17 | $ (0.02) | $ 0.23 | $ 0.15 | $ 0.13 | $ 1.14 | $ 0.49 | $ 0.95 |
Incremental income tax provision | $ 68.9 |