Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2020 | Oct. 30, 2020 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 000-30833 | |
Entity Registrant Name | BRUKER CORPORATION | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3110160 | |
Entity Address, Address Line One | 40 Manning Road | |
Entity Address, City or Town | Billerica | |
Entity Address, Postal Zip Code | 01821 | |
Entity Address, State or Province | MA | |
City Area Code | 978 | |
Local Phone Number | 663-3660 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Trading Symbol | BRKR | |
Security Exchange Name | NASDAQ | |
Title of 12(b) Security | Common Stock, $0.01 par value per share | |
Entity Common Stock, Shares Outstanding | 153,108,102 | |
Entity Central Index Key | 0001109354 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
UNAUDITED CONDENSED CONSOLIDATE
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 567.1 | $ 678.3 |
Short-term investments | 50 | 6.6 |
Accounts receivable, net | 329.9 | 362.2 |
Inventories | 695.9 | 577.2 |
Other current assets | 183.2 | 172 |
Total current assets | 1,826.1 | 1,796.3 |
Property, plant and equipment, net | 354.6 | 306.1 |
Goodwill | 312.8 | 293 |
Operating lease assets | 60.7 | 65.6 |
Intangibles, net and other long-term assets | 325.2 | 310.5 |
Total assets | 2,879.4 | 2,771.5 |
Current liabilities: | ||
Current portion of long-term debt | 1.7 | 0.5 |
Accounts payable | 113.9 | 118.4 |
Customer advances | 154.6 | 137.9 |
Other current liabilities | 413 | 388.8 |
Total current liabilities | 683.2 | 645.6 |
Long-term debt | 828.2 | 812.8 |
Operating lease liabilities | 42.1 | 47 |
Other long-term liabilities | 363.2 | 327.9 |
Commitments and contingencies (Note 13) | ||
Redeemable noncontrolling interest | 21.1 | |
Shareholders' equity: | ||
Preferred stock, $0.01 par value 5,000,000 shares authorized, none issued or outstanding | ||
Common stock, $0.01 par value 260,000,000 shares authorized, 173,872,664 and 173,502,375 shares issued and 153,184,527 and 154,155,798 shares outstanding at September 30, 2020 and December 31, 2019, respectively | 1.7 | 1.7 |
Treasury stock, at cost, 20,688,137 and 19,346,577 shares at September 30, 2020 and December 31, 2019, respectively | (598.8) | (543.8) |
Accumulated other comprehensive income | (5.2) | (25.5) |
Other shareholders' equity | 1,554.4 | 1,474.4 |
Total shareholders' equity attributable to Bruker Corporation | 952.1 | 906.8 |
Noncontrolling interest in consolidated subsidiaries | 10.6 | 10.3 |
Total shareholders' equity | 962.7 | 917.1 |
Total liabilities and shareholders' equity | $ 2,879.4 | $ 2,771.5 |
UNAUDITED CONDENSED CONSOLIDA_2
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
UNAUDITED CONDENSED 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 | 173,872,664 | 173,502,375 |
Common stock, shares outstanding | 153,184,527 | 154,155,798 |
Treasury stock, shares | 20,688,137 | 19,346,577 |
UNAUDITED CONDENSED CONSOLIDA_3
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Total revenue | $ 511.4 | $ 521.1 | $ 1,360 | $ 1,472.7 |
Total cost of revenue | 263.1 | 267.2 | 733.2 | 773.7 |
Gross profit | 248.3 | 253.9 | 626.8 | 699 |
Operating expenses: | ||||
Selling, general and administrative | 114.6 | 125.3 | 338.2 | 369.9 |
Research and development | 48.3 | 46.1 | 140.9 | 141 |
Other charges (gain), net | 4.2 | (5.3) | 12.2 | 4.9 |
Total operating expenses | 167.1 | 166.1 | 491.3 | 515.8 |
Operating income | 81.2 | 87.8 | 135.5 | 183.2 |
Interest and other income (expense), net | (5.9) | (4.6) | (15.4) | (14) |
Income before income taxes and noncontrolling interest in consolidated subsidiaries | 75.3 | 83.2 | 120.1 | 169.2 |
Income tax provision | 20 | 21.7 | 30 | 40 |
Consolidated net income | 55.3 | 61.5 | 90.1 | 129.2 |
Net income attributable to noncontrolling interests in consolidated subsidiaries | 1 | 0.2 | 1.2 | 0.6 |
Net income attributable to Bruker Corporation | $ 54.3 | $ 61.3 | $ 88.9 | $ 128.6 |
Net income per common share attributable to Bruker Corporation shareholders: | ||||
Basic (in dollars per share) | $ 0.35 | $ 0.40 | $ 0.58 | $ 0.83 |
Diluted (in dollars per share) | $ 0.35 | $ 0.39 | $ 0.57 | $ 0.82 |
Weighted average common shares outstanding: | ||||
Basic (in shares) | 153.2 | 154.2 | 153.7 | 155.7 |
Diluted (in shares) | 154.3 | 155.6 | 154.8 | 157 |
Comprehensive income | $ 64 | $ 26.1 | $ 110.1 | $ 92 |
Less: Comprehensive income attributable to noncontrolling interests | 1.4 | 0.2 | 1.5 | 1 |
Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest | (1.2) | (0.5) | (1.8) | |
Comprehensive income attributable to Bruker Corporation | 62.6 | 27.1 | 109.1 | 92.8 |
Product | ||||
Total revenue | 419.6 | 440.6 | 1,111.6 | 1,235.3 |
Total cost of revenue | 210.3 | 220.4 | 584.1 | 627.9 |
Service | ||||
Total revenue | 90 | 78.8 | 244.3 | 234.8 |
Total cost of revenue | 52.6 | 46.5 | 148.4 | 145.3 |
Other | ||||
Total revenue | 1.8 | 1.7 | 4.1 | 2.6 |
Total cost of revenue | $ 0.2 | $ 0.3 | $ 0.7 | $ 0.5 |
UNAUDITED CONDENSED CONSOLIDA_4
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY - USD ($) $ in Millions | Total Shareholders' Equity Attributable to Bruker Corporation | Common Stock | Treasury Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interests in Consolidated Subsidiaries | Redeemable Noncontrolling Interest | Total |
Balance at beginning of period at Dec. 31, 2018 | $ 896.6 | $ 1.7 | $ (401.5) | $ 176.9 | $ 1,102.5 | $ 17 | $ 8.5 | $ 22.6 | $ 905.1 |
Balance (in shares) at Dec. 31, 2018 | 156,609,340 | 16,024,880 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock options exercised | 3.1 | 3.1 | 3.1 | ||||||
Stock options exercised (in shares) | 167,177 | ||||||||
Restricted stock units vested (in shares) | 35,072 | ||||||||
Stock based compensation | 2.7 | 2.7 | 2.7 | ||||||
Cash dividends paid to common stockholders ($0.04 per share) | (6.3) | (6.3) | (6.3) | ||||||
Consolidated net income | 30.8 | 30.8 | 0.1 | (0.2) | 30.9 | ||||
Shares issued for acquisition (in shares) | 3,087 | (3,087) | |||||||
Other comprehensive income (loss) | (13.7) | (13.7) | (0.2) | (0.4) | (13.9) | ||||
Balance at end of period at Mar. 31, 2019 | 913.2 | $ 1.7 | $ (401.5) | 182.7 | 1,127 | 3.3 | 8.4 | 22 | 921.6 |
Balance (in shares) at Mar. 31, 2019 | 156,814,676 | 16,021,793 | |||||||
Balance at beginning of period at Dec. 31, 2018 | 896.6 | $ 1.7 | $ (401.5) | 176.9 | 1,102.5 | 17 | 8.5 | 22.6 | 905.1 |
Balance (in shares) at Dec. 31, 2018 | 156,609,340 | 16,024,880 | |||||||
Balance at end of period at Sep. 30, 2019 | 845.2 | $ 1.7 | $ (543.8) | 193.8 | 1,212.3 | (18.8) | 9.5 | 20.9 | 854.7 |
Balance (in shares) at Sep. 30, 2019 | 153,945,784 | 19,346,577 | |||||||
Balance at beginning of period at Mar. 31, 2019 | 913.2 | $ 1.7 | $ (401.5) | 182.7 | 1,127 | 3.3 | 8.4 | 22 | 921.6 |
Balance (in shares) at Mar. 31, 2019 | 156,814,676 | 16,021,793 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock options exercised | 2.7 | 2.7 | 2.7 | ||||||
Stock options exercised (in shares) | 145,606 | ||||||||
Restricted stock units vested (in shares) | 2,344 | ||||||||
Stock based compensation | 2.6 | 2.6 | 2.6 | ||||||
Cash dividends paid to common stockholders ($0.04 per share) | (6.3) | (6.3) | (6.3) | ||||||
Consolidated net income | 36.5 | 36.5 | 0.8 | (0.3) | 37.3 | ||||
Shares repurchased | (100) | $ (100) | (100) | ||||||
Shares repurchased (in shares) | (2,300,635) | 2,300,635 | |||||||
Other comprehensive income (loss) | 12.1 | 12.1 | 0.1 | 0.3 | 12.2 | ||||
Balance at end of period at Jun. 30, 2019 | 860.8 | $ 1.7 | $ (501.5) | 188 | 1,157.2 | 15.4 | 9.3 | 22 | 870.1 |
Balance (in shares) at Jun. 30, 2019 | 154,661,991 | 18,322,428 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock options exercised | 3.1 | 3.1 | 3.1 | ||||||
Stock options exercised (in shares) | 152,918 | ||||||||
Restricted stock units vested | (0.8) | (0.8) | (0.8) | ||||||
Restricted stock units vested (in shares) | 155,024 | ||||||||
Stock based compensation | 3.5 | 3.5 | 3.5 | ||||||
Cash dividends paid to common stockholders ($0.04 per share) | (6.2) | (6.2) | (6.2) | ||||||
Consolidated net income | 61.3 | 61.3 | 0.4 | (0.2) | 61.7 | ||||
Shares repurchased | (42.3) | $ (42.3) | (42.3) | ||||||
Shares repurchased (in shares) | (1,022,469) | 1,022,469 | |||||||
Treasury stock acquired (in shares_ | (1,680) | 1,680 | |||||||
Other comprehensive income (loss) | (34.2) | (34.2) | (0.2) | (0.9) | (34.4) | ||||
Balance at end of period at Sep. 30, 2019 | 845.2 | $ 1.7 | $ (543.8) | 193.8 | 1,212.3 | (18.8) | 9.5 | 20.9 | 854.7 |
Balance (in shares) at Sep. 30, 2019 | 153,945,784 | 19,346,577 | |||||||
Balance at beginning of period at Dec. 31, 2019 | 906.8 | $ 1.7 | $ (543.8) | 199.7 | 1,274.7 | (25.5) | 10.3 | 21.1 | 917.1 |
Balance (in shares) at Dec. 31, 2019 | 154,155,798 | 19,346,577 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock options exercised | 0.7 | 0.7 | 0.7 | ||||||
Stock options exercised (in shares) | 30,182 | ||||||||
Restricted stock units vested | (0.1) | (0.1) | (0.1) | ||||||
Restricted stock units vested (in shares) | 40,516 | ||||||||
Stock based compensation | 3 | 3 | 3 | ||||||
Cash dividends paid to common stockholders ($0.04 per share) | (6.2) | (6.2) | (1.2) | (7.4) | |||||
Acquisition of redeemable noncontrolling interest | (1.3) | (1.3) | (20.6) | (1.3) | |||||
Consolidated net income | 10.5 | 10.5 | 0.1 | 10.6 | |||||
Other comprehensive income (loss) | 2.2 | 2.2 | (0.2) | (0.5) | 2 | ||||
Balance at end of period at Mar. 31, 2020 | 915.6 | $ 1.7 | $ (543.8) | 203.3 | 1,277.7 | (23.3) | 9 | 924.6 | |
Balance (in shares) at Mar. 31, 2020 | 154,226,496 | 19,346,577 | |||||||
Balance at beginning of period at Dec. 31, 2019 | 906.8 | $ 1.7 | $ (543.8) | 199.7 | 1,274.7 | (25.5) | 10.3 | $ 21.1 | 917.1 |
Balance (in shares) at Dec. 31, 2019 | 154,155,798 | 19,346,577 | |||||||
Balance at end of period at Sep. 30, 2020 | 952.1 | $ 1.7 | $ (598.8) | 210.7 | 1,343.7 | (5.2) | 10.6 | 962.7 | |
Balance (in shares) at Sep. 30, 2020 | 153,184,527 | 20,688,137 | |||||||
Balance at beginning of period at Mar. 31, 2020 | 915.6 | $ 1.7 | $ (543.8) | 203.3 | 1,277.7 | (23.3) | 9 | 924.6 | |
Balance (in shares) at Mar. 31, 2020 | 154,226,496 | 19,346,577 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock options exercised | 1.3 | 1.3 | 1.3 | ||||||
Stock options exercised (in shares) | 61,968 | ||||||||
Restricted stock units vested | (0.1) | (0.1) | (0.1) | ||||||
Restricted stock units vested (in shares) | 3,510 | ||||||||
Stock based compensation | 2.8 | 2.8 | 2.8 | ||||||
Cash dividends paid to common stockholders ($0.04 per share) | (6.1) | (6.1) | (6.1) | ||||||
Consolidated net income | 24.1 | 24.1 | 0.1 | 24.2 | |||||
Shares repurchased | (50) | $ (50) | (50) | ||||||
Shares repurchased (in shares) | (1,214,282) | 1,214,282 | |||||||
Other comprehensive income (loss) | 9.8 | 9.8 | 0.1 | 9.9 | |||||
Balance at end of period at Jun. 30, 2020 | 897.4 | $ 1.7 | $ (593.8) | 207.3 | 1,295.7 | (13.5) | 9.2 | 906.6 | |
Balance (in shares) at Jun. 30, 2020 | 153,077,692 | 20,560,859 | |||||||
Increase (Decrease) in Stockholders' Equity | |||||||||
Stock options exercised | 0.5 | 0.5 | 0.5 | ||||||
Stock options exercised (in shares) | 25,461 | ||||||||
Restricted stock units vested | (1.2) | (1.2) | (1.2) | ||||||
Restricted stock units vested (in shares) | 208,652 | ||||||||
Stock based compensation | 4.1 | 4.1 | 4.1 | ||||||
Cash dividends paid to common stockholders ($0.04 per share) | (6.3) | (6.3) | (6.3) | ||||||
Consolidated net income | 54.3 | 54.3 | 1 | 55.3 | |||||
Shares repurchased | (5) | $ (5) | (5) | ||||||
Shares repurchased (in shares) | (127,278) | 127,278 | |||||||
Other comprehensive income (loss) | 8.3 | 8.3 | 0.4 | 8.7 | |||||
Balance at end of period at Sep. 30, 2020 | $ 952.1 | $ 1.7 | $ (598.8) | $ 210.7 | $ 1,343.7 | $ (5.2) | $ 10.6 | $ 962.7 | |
Balance (in shares) at Sep. 30, 2020 | 153,184,527 | 20,688,137 |
UNAUDITED CONDENSED CONSOLIDA_5
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | |
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE NONCONTROLLING INTEREST AND SHAREHOLDERS' EQUITY | ||||||
Cash dividends (per share) | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 | $ 0.04 |
UNAUDITED CONDENSED CONSOLIDA_6
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Cash flows from operating activities: | ||
Consolidated net income | $ 90.1 | $ 129.2 |
Adjustments to reconcile consolidated net income to cash flows from operating activities: | ||
Depreciation and amortization | 58.7 | 57.3 |
Stock-based compensation expense | 10.9 | 10.1 |
Deferred income taxes | 0.5 | (0.5) |
Other non-cash expenses, net | 25.5 | 1.7 |
Changes in operating assets and liabilities, net of acquisitions and divestitures: | ||
Accounts receivable | 36.9 | (8) |
Inventories | (109.7) | (80.9) |
Accounts payable and accrued expenses | (15.3) | 10.3 |
Income taxes payable, net | (9.1) | (6.4) |
Deferred revenue | 20.1 | 9.7 |
Customer advances | 32.4 | (9.1) |
Other changes in operating assets and liabilities, net | (11.8) | (36.2) |
Net cash provided by operating activities | 129.2 | 77.2 |
Cash flows from investing activities: | ||
Purchases of short-term investments | (100) | (6.4) |
Maturities of short-term investments | 56.1 | |
Cash paid for acquisitions, net of cash acquired | (58.8) | (79) |
Purchases of property, plant and equipment | (68.4) | (44.8) |
Proceeds from sales of property, plant and equipment | 0.1 | 11 |
Net proceeds from cross-currency swap agreements | 7.1 | |
Net cash used in investing activities | (163.9) | (119.2) |
Cash flows from financing activities: | ||
Repayments of 2012 Note Purchase Agreement | (15) | |
Repayments of revolving lines of credit | (305.1) | (50.5) |
Proceeds from revolving lines of credit | 297.5 | 250.6 |
Repayment of other debt | (0.4) | (4.8) |
Proceeds of other debt | 0.4 | |
Payment of deferred financing costs | (0.1) | |
Proceeds from issuance of common stock, net | 1.1 | 8.1 |
Payment of contingent consideration | (6.2) | (5.6) |
Repurchase of common stock | (54.4) | (142.3) |
Payment of dividends | (18.5) | (18.8) |
Cash payments to noncontrolling interest | (1.2) | |
Net cash (used in) provided by financing activities | (87.3) | 22.1 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | 10.7 | (6.4) |
Net change in cash, cash equivalents and restricted cash | (111.3) | (26.3) |
Cash, cash equivalents and restricted cash at beginning of period | 681.9 | 326.3 |
Cash, cash equivalents and restricted cash at end of period | 570.6 | 300 |
Supplemental disclosure of cash flow information | ||
Restricted cash period beginning balance | 3.6 | 3.9 |
Restricted cash period ending balance | $ 3.5 | $ 3.7 |
Description of Business
Description of Business | 9 Months Ended |
Sep. 30, 2020 | |
Description of Business | |
Description of Business | BRUKER CORPORATION NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2020 1. Description of Business Bruker Corporation, together with its consolidated subsidiaries (Bruker or the Company), develops, manufactures and distributes high-performance scientific instruments and analytical and diagnostic solutions that enable its customers to explore life and materials at microscopic, molecular and cellular levels. Many of the Company’s products are used to detect, measure and visualize structural characteristics of chemical, biological and industrial material samples. The Company’s products address the rapidly evolving needs of a diverse array of customers in life science research, pharmaceuticals, biotechnology, applied markets, cell biology, clinical research, microbiology, in-vitro diagnostics, nanotechnology and materials science research. The Company has four operating segments, Bruker BioSpin Group, Bruker CALID Group, Bruker Scientific Instruments (BSI) Nano Segment Bruker Energy & Supercon Technologies (BEST) BSI Life Science Segment, BSI NANO Segment BEST For financial reporting purposes, the Bruker BioSpin Group and Bruker CALID Group operating segments are aggregated into the reportable BSI Life Science Segment because each has similar economic characteristics, production processes, service offerings, types and classes of customers, methods of distribution and regulatory environments. Bruker BioSpin Bruker CALID (Chemicals, Applied Markets, Life Science, In-Vitro Diagnostics, Detection) The BSI NANO Segment designs, manufactures and distributes advanced X-ray instruments; atomic force microscopy instrumentation; advanced fluorescence optical microscopy instruments; analytical tools for electron microscopes and X-ray metrology; defect-detection equipment for semiconductor process control; handheld, portable and mobile X-ray fluorescence spectrometry instruments; and spark optical emission spectroscopy systems. Customers of the BSI NANO Segment include academic institutions, governmental customers, nanotechnology companies, semiconductor companies, raw material manufacturers, industrial companies, biotechnology and pharmaceutical companies and other businesses involved in materials analysis. The 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. The unaudited condensed consolidated financial statements represent the consolidated accounts of the Company. All intercompany accounts and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements as of September 30, 2020 and December 31, 2019, and for the three and nine months ended September 30, 2020 and 2019, have been prepared in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP) for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial information presented herein does not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement have been included. The results for interim periods are not necessarily indicative of the results expected for any other interim period or the full year. At September 30, 2020, the Company's significant accounting policies and estimates, which are detailed in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, have not changed. Risks & Uncertainties The Company is subject to risks common to its industry including, but not limited to, global economic conditions, government and academic funding levels, the impact of the COVID-19 pandemic, rapid technological change, 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 and interest rates. In December 2019, a novel strain of coronavirus, referred to as COVID-19, surfaced in Wuhan, China. In March 2020, the COVID-19 outbreak was declared a pandemic by the World Health Organization. The virus has spread to over 200 countries and territories and continues to spread globally, including in the United States. The impact of this pandemic has been and will likely continue to be extensive in many aspects of society, which has resulted in and will likely continue to result in significant disruptions to the global economy, as well as businesses and capital markets around the world. Impacts to the Company's business include temporary closures of many of the Company’s government and university customers and suppliers, disruptions or restrictions on employees' and customers' ability to travel, and delays in product installations to and from affected countries. In an effort to halt the outbreak of COVID-19, a number of countries, including the United States, have implemented and continue to implement significant restrictions on travel, shelter in place or stay at home orders, and business closures. Certain jurisdictions, including many within the United States, have begun implementing policies with the goal of re-opening these markets only to return to restrictions in the face of increases in new COVID-19 cases. For example, a number of states, including California, Massachusetts and New Jersey where the Company has significant operations, had issued shelter in place or stay-at-home orders. Although these states have begun implementing phased re-opening policies, many of the Company’s employees in these areas continue to work remotely, and any re-openings may be delayed or pulled back if the virus continues to spread. In addition, a number of the Company's production facilities had to either temporarily close or operate on a reduced capacity. Most commercial activity in sales and marketing, and customer demonstrations and applications training, are either being conducted remotely or postponed. Customer purchasing departments are operating at reduced capacity, and many customers could delay or cut capital expenditures and operating budgets. Even where customers have re-opened their sites, many still operate at productivity levels that are below pre-pandemic levels in an effort to accommodate safety protocols. The resurgence of the virus in Europe and North America may require the Company or its customers to close or partially close operations once again. These travel restrictions, business closures and reduction in operations at Bruker, customers, distributors, and/or suppliers have and will continue to adversely impact the Company's operations worldwide, including the ability to manufacture, sell or distribute products, as well as cause temporary closures of foreign distributors, or the facilities of suppliers or customers. This disruption of the Company's employees, distributors, suppliers and customers has and will continue to impact the Company’s global sales and future operating results. The Company is continuing to monitor and assess the effects of the COVID-19 pandemic on commercial operations, including its continued impact on revenue for the remainder of 2020. However, the Company cannot at this time accurately predict what effects these conditions will ultimately have on its operations due to uncertainties relating to the severity of the disease, the duration of the outbreak, including the impact of any “second wave” of the virus, and the length or severity of the travel restrictions, business closures, and other safety and precautionary measures imposed by the governments of impacted countries. The pandemic has also adversely affected the economies and financial markets of many countries, which has affected and likely will continue to affect demand for the Company’s products and its operating results. The preparation of the unaudited condensed consolidated financial statements requires the Company to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis the Company evaluates estimates, judgments and methodologies. Changes in estimates are recorded in the period in which they become known. The Company bases estimates on historical experience and on various other assumptions that they believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic will directly or indirectly impact the business, results of operations and financial condition, including sales, expenses, reserves and allowances, manufacturing, research and development costs and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers and markets. The Company has made estimates of the impact of COVID-19 within the financial statements and there may be changes to those estimates in future periods. Actual results may differ from management's estimates if these results differ from historical experience. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2020 | |
Revenue | |
Revenue | 2. Revenue The following table presents the Company’s revenues by Group and End Customer Geography (dollars in millions): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue by Group: Bruker BioSpin $ 152.1 $ 143.7 $ 398.1 $ 422.4 Bruker CALID 171.3 158.2 444.5 446.9 Bruker Nano 147.1 169.9 392.7 461.7 BEST 43.8 52.5 134.8 152.2 Eliminations (2.9) (3.2) (10.1) (10.5) Total revenue $ 511.4 $ 521.1 $ 1,360.0 $ 1,472.7 Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue by End Customer Geography: United States $ 120.1 $ 135.5 $ 332.1 $ 379.3 Germany 50.4 57.7 134.9 150.1 Rest of Europe 142.9 121.0 357.7 350.0 Asia Pacific 160.0 158.5 433.3 464.5 Other 38.0 48.4 102.0 128.8 Total revenue $ 511.4 $ 521.1 $ 1,360.0 $ 1,472.7 Revenue for the Company recognized at a point in time versus over time is as follows (dollars in millions): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue recognized at a point in time $ 442.2 $ 463.8 $ 1,174.0 $ 1,310.2 Revenue recognized over time 69.2 57.3 186.0 162.5 Total revenue $ 511.4 $ 521.1 $ 1,360.0 $ 1,472.7 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 September 30, 2020, remaining performance obligations were approximately $1,910.2 million. The Company expects to recognize revenue on approximately 62% of the remaining performance obligations over the next twelve months and the remaining performance obligations primarily within one 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 unaudited condensed consolidated balance sheets. Contract assets— Contract liabilities— |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2020 | |
Acquisitions | |
Acquisitions | 3. Acquisitions The impact of all 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. 2020 Canopy Biosciences On September 10, 2020, Bruker acquired Canopy Biosciences, LLC (“Canopy”) for a purchase price of $24.2 million with the potential for additional consideration of up to $5.0 million based on revenue achievements in the calendar years 2021 and 2022. Canopy is a manufacturer of high multiplex biomarker tools imaging for immunology, immuno-oncology and cell therapy research. Canopy will be integrated into the BSI Nano Segment. The acquisition is being accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition are as follows (dollars in millions): Consideration Transferred: Cash paid $ 24.4 Contingent consideration 0.5 Cash acquired (0.5) Working capital adjustment 0.3 Total consideration transferred $ 24.7 Allocation of Consideration Transferred: Inventories $ 1.1 Accounts receivable 1.2 Other current and non-current assets 1.0 Property, plant and equipment 0.9 Operating lease assets 0.3 Intangible assets: Technology 5.7 Customer relationships 6.1 Trade name 0.7 Backlog 0.3 Goodwill 11.8 Deferred taxes, net (2.0) Liabilities assumed (2.4) Total consideration allocated $ 24.7 The preliminary fair value allocation included contingent consideration in the amount of $0.5 million, which represented the estimated fair value of future payments to the former shareholders of Canopy based on achieving revenue targets for the calendar years 2021 and 2022. The Company expects to complete the fair value allocation during the measurement period. The amortization period for the intangible assets acquired is ten years for the customer relationships and technology, eight years for the trade name and one year for the backlog intangible asset. 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) with options to acquire the remaining 20%. 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 BSI Life Science Segment. On January 31, 2020, the Company acquired the remaining 20 % interest in Hain for a purchase price of EUR 20 million (approximately $ 22.2 million). The carrying value of the noncontrolling interest was accreted to the redemption value of EUR 20 million through retained earnings and then reclassified to additional paid in capital. In addition to the acquisitions noted above, in the nine months ended September 30, 2020, the Company completed acquisitions that complemented the Company’s existing product offerings. The following table reflects the consideration transferred and the respective reportable segment for the acquisitions (in millions): Name of Acquisition Date Acquired Segment Consideration Cash Consideration SmartTip B.V. April 1, 2020 BSI Nano $ 3.1 $ 2.4 Integrated Proteomics Applications, Inc. August 7, 2020 BSI Life Science 3.0 3.0 $ 6.1 $ 5.4 2019 On April 2, 2019, the Company acquired Rave LLC (“Rave”), a privately held company, for a purchase price of $52.2 million with the potential for additional consideration of up to $5.0 million based on revenue and gross margin achievements in 2019 and 2020. Rave develops and manufactures nanomachining and laser photomask repair equipment. Rave was integrated into the BSI NANO Segment. The acquisition of Rave was accounted for under the acquisition method. The components and fair value allocation of the consideration transferred in connection with the acquisition were as follows (dollars in millions): Consideration Transferred: Cash paid $ 55.8 Contingent consideration 4.4 Working capital adjustment (3.6) Total consideration transferred $ 56.6 Allocation of Consideration Transferred: Inventories $ 23.1 Accounts receivable 2.2 Other current and non-current assets 0.8 Property, plant and equipment 2.1 Operating lease assets 1.0 Intangible assets: Technology 17.9 Customer relationships 15.5 Trade name 1.5 Goodwill 6.4 Liabilities assumed (13.9) Total consideration allocated $ 56.6 The fair value allocation included contingent consideration in the amount of $4.4 million, which represented the estimated fair value of future payments to the former shareholders of Rave based on achieving revenue and gross margin percentage targets for the period ended April 30, 2020. The Company completed the fair value allocation during 2020. The amortization period for all intangible assets acquired in connection with Rave is ten years. In addition to the Rave acquisition noted above, in the nine months ended September 30, 2019, 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 following table reflects the consideration transferred and the respective reporting segment for each of these acquisitions (in millions): Name of Acquisition Date Acquired Segment Consideration Cash Consideration Arxspan, LLC March 4, 2019 BSI Life Science $ 16.6 $ 14.4 Ampegon PPT GmbH March 7, 2019 BEST 2.0 2.0 PMOD Technologies GmbH July 1, 2019 BSI Life Science 8.9 7.9 $ 27.5 $ 24.3 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-Based Compensation | 4. Stock-Based Compensation The Company recorded stock-based compensation expense as follows in the unaudited condensed consolidated statements of income and comprehensive income (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options $ 0.6 $ 0.7 $ 1.5 $ 2.1 Restricted stock awards — 0.1 — 0.3 Restricted stock units 3.5 2.7 8.4 6.3 Total stock-based compensation $ 4.1 $ 3.5 $ 9.9 $ 8.7 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Costs of product revenue $ 0.6 $ 0.5 $ 1.5 $ 1.3 Selling, general and administrative 2.9 2.5 6.9 6.1 Research and development 0.6 0.5 1.5 1.3 Total stock-based compensation $ 4.1 $ 3.5 $ 9.9 $ 8.7 In addition to the awards above, the Company recorded stock-based compensation expense within other charges, net of $0.3 million and $0.6 million in the three months ended September 30, 2020 and 2019, respectively, and $1.0 million and $1.4 million in the nine months ended September 30, 2020 and 2019, respectively, related to the 2018 acquisition of Mestrelab Research, S.L. (Mestrelab). At September 30, 2020, the Company expects to recognize pre-tax stock-based compensation expense of $2.7 million associated with outstanding stock option awards granted under the Company's stock plans over the weighted average remaining service period of 1.9 years. The Company also expects to recognize additional pre-tax stock-based compensation expense of $25.3 million associated with outstanding restricted stock units granted under the Bruker Corporation 2016 Incentive Compensation Plan over the weighted average remaining service period of 2.6 years. Stock-based compensation expense is recognized on a straight-line basis over the underlying requisite service period of the stock-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 Nine months ended September 30, 2020 2019 Risk-free interest rates 0.23 % 1.55 % Expected life 5.14 years 5.33 years Volatility 34 % 30 % Expected dividend yield 0.37 % 0.38 % Stock option activity 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, 2019 1,988,696 $ 23.43 Granted 125,794 $ 45.54 Exercised (117,611) $ 20.91 Forfeited/Expired (14,302) $ 20.98 Outstanding at September 30, 2020 1,982,577 $ 24.96 4.5 $ 30.5 Exercisable at September 30, 2020 1,518,484 $ 21.88 4.1 $ 27.3 Exercisable and expected to vest at September 30, 2020 (a) 1,938,555 $ 24.56 4.4 $ 30.5 (a) In addition to the options that are vested at September 30, 2020, 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 September 30, 2020. (b) The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price on September 30, 2020 and the exercise price of the underlying stock options. The total intrinsic value of options exercised was $2.2 million and $10.3 million for the nine months ended September 30, 2020 and 2019, respectively. Restricted stock unit activity was as follows: Weighted Average Grant Shares Subject Date to Restriction Value Outstanding at December 31, 2019 865,101 $ 34.73 Granted 333,081 $ 43.99 Vested (283,048) $ 33.42 Forfeited (48,297) $ 35.68 Outstanding at September 30, 2020 866,837 $ 38.66 The total fair value of restricted stock units vested was $12.8 million and $6.6 million for the nine months ended September 30, 2020 and 2019, respectively. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share | |
Earnings Per Share | 5. 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 number of 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. In January 2020, the Company acquired the remaining interest in our redeemable noncontrolling interest. There was no redemption value adjustment of the redeemable noncontrolling interest for the three and nine months ended September 30, 2020 or 2019. The following table sets forth the computation of basic and diluted weighted average shares outstanding and net income per common share attributable to Bruker shareholders (dollars in millions, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income attributable to Bruker Corporation, as reported $ 54.3 $ 61.3 $ 88.9 $ 128.6 Weighted average shares outstanding: Weighted average shares outstanding-basic 153.2 154.2 153.7 155.7 Effect of dilutive securities: Stock options and restricted stock awards and units 1.1 1.4 1.1 1.3 Weighted-average number of common shares used in computing diluted net income per common share 154.3 155.6 154.8 157.0 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 0.35 $ 0.40 $ 0.58 $ 0.83 Diluted $ 0.35 $ 0.39 $ 0.57 $ 0.82 The following common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive (amounts in millions of shares): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options 0.3 0.1 0.1 0.5 Unvested restricted stock units 0.2 — 0.1 — |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2020 | |
Fair Value of Financial Instruments | |
Fair Value of Financial Instruments | 6. 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 following tables set forth the Company's financial instruments that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (dollars in millions): Quoted Prices Significant in Active Other Significant Markets Observable Unobservable Available Inputs Inputs September 30, 2020 Total (Level 1) (Level 2) (Level 3) Assets: Time deposits and money market funds $ 208.3 $ — $ 208.3 $ — Interest rate and cross currency swap agreements 9.0 — 9.0 — Forward currency contracts 0.3 — 0.3 — Embedded derivatives in purchase and delivery contracts 0.4 — 0.4 — Fixed price commodity contracts 2.1 — 2.1 — Total assets recorded at fair value $ 220.1 $ — $ 220.1 $ — Liabilities: Contingent consideration $ 6.2 $ — $ — $ 6.2 Hybrid instrument liability 11.7 — — 11.7 Interest rate and cross currency swap agreements 38.2 — 38.2 — Forward currency contracts 0.2 — 0.2 — Total liabilities recorded at fair value $ 56.3 $ — $ 38.4 $ 17.9 Quoted Prices Significant in Active Other Significant Markets Observable Unobservable Available Inputs Inputs December 31, 2019 Total (Level 1) (Level 2) (Level 3) Assets: Time deposits and money market funds $ 15.6 $ — $ 15.6 $ — Interest rate and cross currency swap agreements 10.1 — 10.1 — Forward currency contracts 0.9 — 0.9 — Embedded derivatives in purchase and delivery contracts 0.1 — 0.1 — Fixed price commodity contracts 0.3 — 0.3 — Total assets recorded at fair value $ 27.0 $ — $ 27.0 $ — Liabilities: Contingent consideration $ 15.8 $ — $ — $ 15.8 Hybrid instrument liability 10.6 — — 10.6 Interest rate and cross currency swap agreements 16.9 — 16.9 — Forward currency contracts 0.4 — 0.4 — Embedded derivatives in purchase and delivery contracts 0.6 — 0.6 — Total liabilities recorded at fair value $ 44.3 $ — $ 17.9 $ 26.4 The Company's financial instruments consist primarily of cash equivalents, short-term investments, restricted cash, derivative instruments consisting of forward foreign exchange contracts, cross-currency interest rate swap agreements, 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. The Company's long-term debt consists principally of a note purchase agreement entered into in 2012 and a revolving credit agreement, long term loan agreement and note purchase agreement entered into in 2019. 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. The Company measures certain assets and liabilities at fair value with changes in fair value recognized in earnings. Fair value treatment may be elected either upon initial recognition of an eligible asset or liability or, for an existing asset or liability, if an event triggers a new basis of accounting. The Company did not elect to remeasure any of its existing financial assets or liabilities and did not elect the fair value option for any financial assets or liabilities which originated during the nine months ended September 30, 2020 or 2019. The fair value of the long-term fixed interest rate debt, which has been classified as Level 2, was $530.3 million and $517.4 million at September 30, 2020 and December 31, 2019, respectively, based on market and observable sources with similar maturity dates. 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 nine months ended September 30, 2020 or 2019. Contingent consideration recorded within other current liabilities represents the estimated fair value of future payments to the former shareholders as part of certain acquisitions. These contingent considerations are primarily based on the applicable acquired company achieving annual revenue and gross margin targets in certain years as specified in the relevant purchase and sale agreement. The Company initially values the contingent consideration on acquisition date by using a Monte Carlo simulation or an income approach method. The Monte Carlo method models future revenue and costs of goods sold projections and discounts the average results to present value. The income approach method involves calculating the earnout payment based on the forecasted cash flows, adjusting the future earnout payment for the risk of reaching the projected financials, and then discounting the future payments to present value by the counterparty risk. The counterparty risk considers the risk of the buyer having the cash to make the earnout payments and is commensurate with a cost of debt over an appropriate term. The following table sets forth the changes in contingent consideration liabilities (dollars in millions): Balance at December 31, 2019 $ 15.8 Current period additions 1.2 Current period adjustments (3.6) Current period settlements (7.4) Foreign currency effect 0.2 Balance at September 30, 2020 $ 6.2 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 (an 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 (dollars in millions): Balance at December 31, 2019 $ 10.6 Current period adjustments 1.0 Foreign currency effect 0.1 Balance at September 30, 2020 $ 11.7 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2020 | |
Inventories | |
Inventories | 7. Inventories Inventories consisted of the following (dollars in millions): September 30, December 31, 2020 2019 Raw materials $ 205.1 $ 188.8 Work-in-process 261.7 206.4 Finished goods 139.1 104.5 Demonstration units 90.0 77.5 Inventories $ 695.9 $ 577.2 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 September 30, 2020 and December 31, 2019, the value of inventory-in-transit was $52.7 million and $36.0 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2020 | |
Goodwill and Intangible Assets | |
Goodwill and Intangible Assets | 8. Goodwill and Intangible Assets The following table sets forth the changes in the carrying amount of goodwill (dollars in millions): BSI Life Science BSI NANO BEST Total Balance at December 31, 2019 $ 84.2 $ 208.5 $ 0.3 $ 293.0 Current period additions — 13.3 — 13.3 Foreign currency impact 4.4 2.1 — 6.5 Balance at September 30, 2020 $ 88.6 $ 223.9 $ 0.3 $ 312.8 As a result of the impact of the COVID-19 pandemic, the Company performed an interim impairment assessment of the goodwill balance as of March 31, 2020 using a combination of both quantitative and qualitative approaches. Based on this interim assessment, the Company concluded the fair values of each of the reporting units were significantly greater than their carrying amounts, and therefore, no impairment is required. The goodwill assessment was based on management's estimates and assumptions, certain of which are dependent on external factors. The Company has performed an assessment as of September 30, 2020 and no further triggering events were identified since March 31, 2020. To the extent actual results differ materially from these estimates, and the risks presented by COVID-19 and the current economic environment persist to negatively affect the Company’s operations in subsequent periods, further interim impairment assessments could be required, which could result in an impairment of goodwill. The following is a summary of intangible assets, excluding goodwill (dollars in millions): September 30, 2020 December 31, 2019 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Existing technology and related patents $ 314.4 $ (198.0) $ 116.4 $ 300.9 $ (182.4) $ 118.5 Customer relationships 144.2 (40.7) 103.5 134.7 (30.9) 103.8 Non-compete contracts — — — 1.8 (1.8) — Trade names 14.8 (3.9) 10.9 13.7 (2.9) 10.8 Other 0.7 (0.5) 0.2 5.5 (5.4) 0.1 Intangible assets $ 474.1 $ (243.1) $ 231.0 $ 456.6 $ (223.4) $ 233.2 For the three months ended September 30, 2020 and 2019, the Company recorded amortization expense of $9.0 million and $9.2 million, respectively, related to intangible assets subject to amortization. For the nine months ended September 30, 2020 and 2019, the Company recorded amortization expense of $26.7 million and $29.2 million, respectively, related to intangible assets subject to amortization. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Debt | 9. Debt The Company’s debt obligations consisted of the following (dollars in millions): September 30, December 31, 2020 2019 US Dollar notes under the 2012 Note Purchase Agreement $ 205.0 $ 205.0 CHF notes (in dollars) under the 2019 Note Purchase Agreement 322.1 306.8 US Dollar notes under the 2019 Term Loan 300.0 300.0 Unamortized debt issuance costs (2.5) (2.6) Capital lease obligations and other loans 5.3 4.1 Total debt 829.9 813.3 Current portion of long-term debt (1.7) (0.5) Total long-term debt, less current portion $ 828.2 $ 812.8 The following is a summary of the maximum commitments and the net amounts available to the Company under its credit agreement and other bank working capital lines and guarantees of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand at September 30, 2020 (dollars in millions): Weighted Total Amount Total Amount Outstanding Total Committed Average Committed by Uncommitted by Outstanding Letters of and Uncommitted Interest Rate Lenders Lenders Borrowings Credit Amounts Available 2019 Credit Agreement 1.3 % $ 600.0 $ — $ — $ 0.2 $ 599.8 Bank guarantees and working capital line 0.0 % 141.6 115.4 — 141.6 115.4 Total revolving lines of credit $ 741.6 $ 115.4 $ — $ 141.8 $ 715.2 As of September 30, 2020, the Company was in compliance with the financial covenants of all debt agreements. As of September 30, 2020, the Company has entered into several cross-currency and interest rate swap agreements with a notional value of $150.0 million of U.S. to Swiss Franc and a notional value of $355.0 million of U.S. to Euro to hedge the variability in the movement of foreign currency exchange rates on portions of our Euro and Swiss Franc denominated net asset investments. These agreements qualify for hedge accounting and accordingly the change in fair value of the derivative are recorded in other comprehensive income as part of foreign currency translation adjustments and remain in accumulated comprehensive income (loss) attributable to Bruker Corporation in shareholders' equity until the sale or substantial liquidation of the foreign operation. The difference between the interest rate received and paid under the interest rate and cross-currency swap agreements is recorded in interest and other income (expenses) in the consolidated statements of income and comprehensive income. As a result of entering into these agreements, the Company has lowered net interest expense by $1.4 million and $5.8 million during the three and nine months ended September 30, 2020, respectively. The gains (losses) related to hedges of net asset investments in international operations that were recorded within the cumulative translational adjustment section of other comprehensive income were $(22.1) million and $(22.4) million during the three and nine months ended September 30, 2020, respectively. The Company did not have any cross-currency and interest rate swap agreements for the nine months ended September 30, 2019. The Company presents the cross-currency swap periodic settlements in investing activities and the interest rate swap periodic settlements in operating activities in the statement of cash flows. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities | |
Derivative Instruments and Hedging Activities | 10. 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 market rates. Typically, the most significant component of the Company’s interest rate risk relates to amounts outstanding under the 2019 Credit Agreement and the 2019 Term Loan. Commodity Price Risk Management The Company has arrangements with certain customers under which it has a firm commitment to deliver copper based superconductor wire 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 September 30, 2020 and December 31, 2019, the Company had fixed price commodity contracts with notional amounts aggregating $10.2 million and $5.6 million, respectively. As commodity contracts settle, gains (losses) as a result of changes in fair values are adjusted to the contracts with the customers through revenues. Foreign Exchange Rate Risk Management The Company generates a substantial portion of its revenues and expenses in international markets, principally Germany, 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 forward 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 notional amounts outstanding under forward currency contracts and cross-currency interest rate swap agreements as of (dollars in millions): September 30, 2020 December 31, 2019 Notional Notional Amount in U.S. Amount in U.S. Dollars Fair Value Dollars Fair Value Forward Currency Contracts (1): Assets $ 50.2 $ 0.3 $ 66.7 $ 0.9 Liabilities 35.4 (0.2) 7.7 (0.4) Cross-Currency and Interest Rate Swap Agreements (2): Liabilities 505.0 (29.2) 505.0 (6.8) $ 590.6 $ (29.1) $ 579.4 $ (6.3) (1) Derivatives not designated as accounting hedges. (2) Derivatives designated as accounting hedges. 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 $12.2 million for the delivery of products and $6.5 million for the purchase of products at September 30, 2020 and $12.3 million for the delivery of products and $6.1 million for the purchase of products at December 31, 2019. 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 (loss). The derivative instruments described above are recorded in the unaudited condensed consolidated balance sheets as follows (dollars in millions): September 30, 2020 December 31, 2019 Derivatives designated as hedging instruments Interest rate cross-currency swap agreements Other current assets $ 9.0 $ 10.1 Other current liabilities (4.3) — Other long-term liabilities (33.9) (16.9) Total derivatives designated as hedging instruments (29.2) (6.8) Derivatives not designated as hedging instruments Forward currency contracts Other current assets $ 0.3 $ 0.9 Other current liabilities (0.2) (0.4) Embedded derivatives in purchase and delivery contracts Other current assets 0.4 0.1 Other current liabilities — (0.6) Fixed price commodity contracts Other current assets 2.1 0.3 Total derivatives not designated as hedging instruments 2.6 0.3 Total derivatives $ (26.6) $ (6.5) The following is a summary of the activity included in the unaudited condensed consolidated statements of income and comprehensive income related to the above described derivative instruments (in millions): Three Months Ended September 30, Nine Months Ended September 30, Financial Statement Classification 2020 2019 2020 2019 Derivatives not designated as hedging instruments Forward currency contracts Interest and other income (expense), net $ (0.2) $ (1.0) $ (0.4) $ 1.3 Embedded derivatives in purchase and delivery contracts Interest and other income (expense), net (0.1) (0.1) 0.8 — Total $ (0.3) $ (1.1) $ 0.4 $ 1.3 Derivatives designated as Cash Flow hedging instruments Interest rate cross-currency swap agreements Interest incurred Interest and other income (expense), net $ (1.1) $ — $ (1.9) $ — Unrealized losses on contracts Accumulated other comprehensive income (0.2) — (22.1) — Total $ (1.3) $ — $ (24.0) $ — Derivatives designated as Net Investment hedging instruments Interest rate cross-currency swap agreements Interest earned Interest and other income (expense), net $ 2.5 $ — $ 7.7 $ — Unrealized losses on contracts Accumulated other comprehensive income (21.9) — (0.3) — Total $ (19.4) $ — $ 7.4 $ — |
Provision for Income Taxes
Provision for Income Taxes | 9 Months Ended |
Sep. 30, 2020 | |
Provision for Income Taxes | |
Provision for Income Taxes | 11. Provision for Income Taxes The Company accounts for income taxes using the asset and liability approach by recognizing deferred tax assets and liabilities for the expected future tax consequences of differences between the financial statement basis and the tax basis of assets and liabilities, calculated using enacted tax rates in effect for the year in which the differences are expected to be reflected in the tax return. The Company records a valuation allowance to reduce deferred tax assets to the amount that is more likely than not to be realized. In addition, the Company accounts for uncertain tax positions that have reached a minimum recognition threshold. The income tax provision for the three months ended September 30, 2020 and 2019 was $20.0 million and $21.7 million, respectively, representing effective tax rates of 26.6% and 26.1%, respectively. The income tax provision for the nine months ended September 30, 2020 and 2019 was $30.0 million and $40.0 million, respectively, representing effective tax rates of 25.0% and 23.6%, respectively. The Company's effective tax rate may change over time as the amount or mix of income and taxes changes among the jurisdictions in which the Company is subject to tax. As of September 30, 2020 and December 31, 2019, the Company had unrecognized tax benefits, excluding penalties and interest, of approximately $19.9 million and $15.9 million which, if recognized, would result in a reduction of the Company’s effective tax rate. The Company recognizes penalties and interest related to unrecognized tax benefits in the provision for income taxes. As of September 30, 2020 and December 31, 2019, approximately $1.1 million and $0.4 million, respectively, of accrued interest and penalties related to uncertain tax positions was included in other long-term liabilities on the Company’s unaudited condensed consolidated balance sheets. Penalties and interest of $0.1 million were recorded in the provision for income taxes for unrecognized tax benefits during each of the three months ended September 30, 2020 and 2019. Penalties and interest of $0.4 million and $0.1 million were recorded in the provision for income taxes for unrecognized tax benefits during the nine months ended September 30, 2020 and 2019, respectively. 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 2020 are approximately 30.0% and 18.0% for Germany and Switzerland, respectively. The mix of earnings in those two jurisdictions resulted in an increase of 2.9% from the U.S. statutory rate of 21.0% in the nine months ended September 30, 2020. The tax years 2013 to 2019 are open to examination in Germany and Switzerland. Tax years 2013 to 2019 remain open for examination in the United States. On March 27, 2020 the House passed the Coronavirus Aid, Relief, and Economic Security Act (The CARES Act |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies | |
Commitments and Contingencies | 12. 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. Letters of Credit and Guarantees At September 30, 2020 and December 31, 2019, the Company had bank guarantees of $141.8 million and $143.2 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. 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. On September 25, 2019, in a complaint filed in the Düsseldorf, Germany, District Court, Carl Zeiss Microscopy GmbH, a subsidiary of Carl Zeiss AG (Zeiss), sued Luxendo GmbH (Luxendo), a subsidiary of Bruker Corporation, for infringement of a recently registered German utility model Gebrauchsmuster licensed to Zeiss pertaining to one specific Luxendo product category. The Company intends to vigorously defend against this claim. On September 23, 2019, in a complaint filed in the Düsseldorf, Germany, District Court, Micromass UK Limited, a subsidiary of Waters Corporation, sued Bruker Corporation, as well as its affiliate, Bruker Daltonik GmbH, for infringement of a European patent pertaining to our timsTOF product line. On February 17, 2020, Micromass expanded its complaint in Düsseldorf to assert another recently granted European patent in Germany. The Company intends to vigorously defend against this claim. As of September 30, 2020 and December 31, 2019, 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 was 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 (Bruker Korea). The Company cooperated fully with the KFTC and on June 16, 2019, the KFTC announced its decision to impose a fine of approximately $20,000 on Bruker Korea and declined to impose any criminal liability against Bruker Korea in connection with this matter. As a result of the KFTC’s decision, the Korea Public Procurement Service (PPS) imposed a three month suspension on Bruker Korea’s ability to bid for or conduct sales to Korean government entities which ended on March 27, 2020. Sales to Korean government entities were less than 3% of the Company’s revenue for the year ended December 31, 2019. In late August 2019, the KFTC informed the Company that it was conducting a separate investigation into the public tender bidding activities of a number of life science instrument companies operating in Korea, including five public tenders involving Bruker Korea during 2015. The Company cooperated fully with the KFTC and on July 8, 2020, the KFTC announced its decision to impose a fine of approximately $11,000 on Bruker Korea and declined to impose any criminal liability against Bruker Korea in connection with this matter. The PPS has not announced a hearing date for any possible suspension in connection with this matter. As of September 30, 2020 and December 31, 2019, no material accruals have been recorded for potential contingencies related to these matters. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2020 | |
Shareholders' Equity | |
Shareholders' Equity | 13. Shareholders’ Equity Share Repurchase Program In May 2019, the Company’s Board of Directors approved a stock repurchase plan (the Repurchase Program) authorizing repurchases of common stock in the amount of up to $300.0 million from time to time, in amounts, at prices, and at such times as management deems appropriate, subject to market conditions, legal requirements and other considerations. The Company repurchased a total of 127,278 shares at an aggregate cost of $5.0 million in the three months ended September 30, 2020 and a total of 1,341,560 shares at an aggregate cost of $55.0 million in the nine months ended September 30, 2020. The Company repurchased a total of 1,022,469 shares at an aggregate cost of $42.3 million in the three months ended September 30, 2019 and a total of 3,323,104 shares at an aggregate cost of $142.3 million in the nine months ended September 30, 2019. Any future repurchases will be funded from cash on hand, future cash flows from operations and available borrowings under the revolving credit facility. The remaining authorization as of October 30, 2020 is $97.7 million and this Repurchase Program expires on May 13, 2021. Cash Dividends on Shares of 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. 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) Comprehensive income refers to revenues, expenses, gains and losses that under U.S. GAAP are included in other comprehensive income (loss) but 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) is composed primarily of foreign currency translation adjustments and changes in the funded status of defined benefit pension plans. The following is a summary of comprehensive income (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Consolidated net income $ 55.3 $ 61.5 $ 90.1 $ 129.2 Foreign currency translation adjustments 8.6 (36.5) 5.1 (38.9) Pension liability adjustments, net of tax 0.1 1.1 14.9 1.7 Net comprehensive income 64.0 26.1 110.1 92.0 Less: Comprehensive income attributable to noncontrolling interests 1.4 0.2 1.5 1.0 Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest — (1.2) (0.5) (1.8) Comprehensive income attributable to Bruker Corporation $ 62.6 $ 27.1 $ 109.1 $ 92.8 The following is a summary of the components of accumulated other comprehensive income, net of tax (dollars in millions): Accumulated Foreign Pension Other Currency Liability Comprehensive Translation Adjustment Income Balance at December 31, 2019 $ 27.4 $ (52.9) $ (25.5) Other comprehensive income (loss) before reclassifications 5.4 11.7 17.1 Amounts reclassified from other comprehensive income (loss), net of tax — 3.2 3.2 Net current period other comprehensive income (loss) 5.4 14.9 20.3 Balance at September 30, 2020 $ 32.8 $ (38.0) $ (5.2) |
Other Charges (Gain), Net
Other Charges (Gain), Net | 9 Months Ended |
Sep. 30, 2020 | |
Other Charges (Gain), Net | |
Other Charges (Gain), Net | 14. Other Charges (Gain), Net The components of other charges (gain), net were as follows (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Information technology transformation costs $ 0.5 $ 0.8 $ 1.8 $ 2.8 Professional fees incurred in connection with investigation matters 0.3 — 4.8 — Restructuring charges 1.7 (7.4) 4.4 (5.5) Acquisition-related charges 0.9 0.9 (1.0) 5.9 Long-lived asset impairments 0.7 — 1.9 — Other 0.1 0.4 0.3 1.7 Other charges(gain), net $ 4.2 $ (5.3) $ 12.2 $ 4.9 Restructuring Initiatives Restructuring charges include charges for various programs that were recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income. The following table sets forth the restructuring charges (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenues $ 0.2 $ 0.6 $ 1.3 $ 4.1 Other charges, net 1.7 (7.4) 4.4 (5.5) Total $ 1.9 $ (6.8) $ 5.7 $ (1.4) In the three and nine months ended September 30, 2019, the restructuring charges included a gain of $7.8 million related to the sale of a building in Leipzig, Germany. The following table sets forth the changes in restructuring reserves (dollars in millions): Provisions for Excess Total Severance Exit Costs Inventory Balance at December 31, 2019 $ 4.6 $ 2.2 $ 0.1 $ 2.3 Restructuring charges 5.7 4.0 1.5 0.2 Cash payments (5.7) (4.1) (1.6) — Other, non-cash adjustments and foreign currency effect (1.0) (0.4) 0.5 (1.1) Balance at September 30, 2020 $ 3.6 $ 1.7 $ 0.5 $ 1.4 |
Business Segment Information
Business Segment Information | 9 Months Ended |
Sep. 30, 2020 | |
Business Segment Information | |
Business Segment Information | 15. Business Segment Information The Company has three reportable segments, BSI Life Science, BSI NANO and BEST, as discussed in Note 1 to the unaudited condensed consolidated financial statements. Revenue and operating income by reportable segment are presented below (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue: BSI Life Science $ 323.4 $ 301.9 $ 842.6 $ 869.3 BSI NANO 147.1 169.9 392.7 461.7 BEST 43.8 52.5 134.8 152.2 Eliminations (a) (2.9) (3.2) (10.1) (10.5) Total revenue $ 511.4 $ 521.1 $ 1,360.0 $ 1,472.7 Operating Income (loss) BSI Life Science $ 80.6 $ 75.7 $ 158.7 $ 178.9 BSI NANO 12.2 18.3 9.3 27.1 BEST 1.2 3.6 5.1 9.9 Corporate, eliminations and other (b) (12.8) (9.8) (37.6) (32.7) Total operating income $ 81.2 $ 87.8 $ 135.5 $ 183.2 (a) Represents product and service revenue between reportable segments. (b) Represents corporate costs and eliminations not allocated to the reportable segments. Total assets by reportable segment are as follows (dollars in millions): September 30, December 31, 2020 2019 Assets: BSI Life Science, BSI NANO & Corporate $ 2,808.9 $ 2,711.6 BEST 76.5 64.6 Eliminations and other (a) (6.0) (4.7) Total assets $ 2,879.4 $ 2,771.5 (a) Assets not allocated to the reportable segments and eliminations of intercompany transactions. The Company is unable, without unreasonable effort or expense to disclose the amount of total assets by BSI Life Science and BSI NANO Segments as well as the Corporate function and further, the Company’s chief operating decision maker does not receive any asset information by operating segment. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2020 | |
Recent Accounting Pronouncements | |
Recent Accounting Pronouncements | 16. Recent Accounting Pronouncements In March 2020, the FASB issued Accounting Standards Updates (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting In January 2020, the FASB issued ASU 2020-01 - Investments—Equity Securities (Topic 321), Investments—Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815)—Clarifying the Interactions between Topic 321, Topic 323, and Topic 815 (a consensus of the Emerging Issues Task Force), In December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement, In January 2017, the FASB issued ASU No. 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In June 2016, the FASB issued ASU 2016-13 - Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events | |
Subsequent Events | 17. Subsequent Events Due to the impact of the novel coronavirus, COVID-19, on certain of Bruker’s business and its customers, the Company continues to maintain certain temporary cost control measures in place through the fourth quarter of 2020. These temporary measures principally include short-time work for certain of the Company’s European operations. |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 and End Customer Geography (dollars in millions): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue by Group: Bruker BioSpin $ 152.1 $ 143.7 $ 398.1 $ 422.4 Bruker CALID 171.3 158.2 444.5 446.9 Bruker Nano 147.1 169.9 392.7 461.7 BEST 43.8 52.5 134.8 152.2 Eliminations (2.9) (3.2) (10.1) (10.5) Total revenue $ 511.4 $ 521.1 $ 1,360.0 $ 1,472.7 Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue by End Customer Geography: United States $ 120.1 $ 135.5 $ 332.1 $ 379.3 Germany 50.4 57.7 134.9 150.1 Rest of Europe 142.9 121.0 357.7 350.0 Asia Pacific 160.0 158.5 433.3 464.5 Other 38.0 48.4 102.0 128.8 Total revenue $ 511.4 $ 521.1 $ 1,360.0 $ 1,472.7 Revenue for the Company recognized at a point in time versus over time is as follows (dollars in millions): Three Months Ended Nine Months Ended September 30, September 30, 2020 2019 2020 2019 Revenue recognized at a point in time $ 442.2 $ 463.8 $ 1,174.0 $ 1,310.2 Revenue recognized over time 69.2 57.3 186.0 162.5 Total revenue $ 511.4 $ 521.1 $ 1,360.0 $ 1,472.7 |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
2019 Acquisitions | |
Acquisitions | |
Schedule of Components and fair value allocation of the consideration transferred in connection with acquisitions | Name of Acquisition Date Acquired Segment Consideration Cash Consideration Arxspan, LLC March 4, 2019 BSI Life Science $ 16.6 $ 14.4 Ampegon PPT GmbH March 7, 2019 BEST 2.0 2.0 PMOD Technologies GmbH July 1, 2019 BSI Life Science 8.9 7.9 $ 27.5 $ 24.3 |
Acquisitions In 2020 | |
Acquisitions | |
Schedule of Components and fair value allocation of the consideration transferred in connection with acquisitions | Name of Acquisition Date Acquired Segment Consideration Cash Consideration SmartTip B.V. April 1, 2020 BSI Nano $ 3.1 $ 2.4 Integrated Proteomics Applications, Inc. August 7, 2020 BSI Life Science 3.0 3.0 $ 6.1 $ 5.4 |
Canopy Biosciences | |
Acquisitions | |
Schedule of consideration transferred and the respective reporting segment for each acquisition | Consideration Transferred: Cash paid $ 24.4 Contingent consideration 0.5 Cash acquired (0.5) Working capital adjustment 0.3 Total consideration transferred $ 24.7 Allocation of Consideration Transferred: Inventories $ 1.1 Accounts receivable 1.2 Other current and non-current assets 1.0 Property, plant and equipment 0.9 Operating lease assets 0.3 Intangible assets: Technology 5.7 Customer relationships 6.1 Trade name 0.7 Backlog 0.3 Goodwill 11.8 Deferred taxes, net (2.0) Liabilities assumed (2.4) Total consideration allocated $ 24.7 |
Rave | |
Acquisitions | |
Schedule of consideration transferred and the respective reporting segment for each acquisition | Consideration Transferred: Cash paid $ 55.8 Contingent consideration 4.4 Working capital adjustment (3.6) Total consideration transferred $ 56.6 Allocation of Consideration Transferred: Inventories $ 23.1 Accounts receivable 2.2 Other current and non-current assets 0.8 Property, plant and equipment 2.1 Operating lease assets 1.0 Intangible assets: Technology 17.9 Customer relationships 15.5 Trade name 1.5 Goodwill 6.4 Liabilities assumed (13.9) Total consideration allocated $ 56.6 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Stock-Based Compensation | |
Stock-based compensation expense, by award | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options $ 0.6 $ 0.7 $ 1.5 $ 2.1 Restricted stock awards — 0.1 — 0.3 Restricted stock units 3.5 2.7 8.4 6.3 Total stock-based compensation $ 4.1 $ 3.5 $ 9.9 $ 8.7 |
Stock-based compensation expense, cost allocation | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Costs of product revenue $ 0.6 $ 0.5 $ 1.5 $ 1.3 Selling, general and administrative 2.9 2.5 6.9 6.1 Research and development 0.6 0.5 1.5 1.3 Total stock-based compensation $ 4.1 $ 3.5 $ 9.9 $ 8.7 |
Summary of volatility, expected life, dividend yield and risk-free interest rates required for the Black-Scholes model | Nine months ended September 30, 2020 2019 Risk-free interest rates 0.23 % 1.55 % Expected life 5.14 years 5.33 years Volatility 34 % 30 % Expected dividend yield 0.37 % 0.38 % |
Schedule of stock option activity | Weighted Average Weighted Remaining Aggregate Shares Subject Average Contractual Intrinsic Value to Options Option Price Term (Yrs) (in millions) (b) Outstanding at December 31, 2019 1,988,696 $ 23.43 Granted 125,794 $ 45.54 Exercised (117,611) $ 20.91 Forfeited/Expired (14,302) $ 20.98 Outstanding at September 30, 2020 1,982,577 $ 24.96 4.5 $ 30.5 Exercisable at September 30, 2020 1,518,484 $ 21.88 4.1 $ 27.3 Exercisable and expected to vest at September 30, 2020 (a) 1,938,555 $ 24.56 4.4 $ 30.5 (a) In addition to the options that are vested at September 30, 2020, 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 September 30, 2020. (b) The aggregate intrinsic value is based on the positive difference between the fair value of the Company’s common stock price on September 30, 2020 and the exercise price of the underlying stock options. |
Restricted stock awards | |
Stock-Based Compensation | |
Schedule of restricted stock unit activity | Weighted Average Grant Shares Subject Date to Restriction Value Outstanding at December 31, 2019 865,101 $ 34.73 Granted 333,081 $ 43.99 Vested (283,048) $ 33.42 Forfeited (48,297) $ 35.68 Outstanding at September 30, 2020 866,837 $ 38.66 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Earnings Per Share | |
Computation of basic and diluted weighted average shares outstanding and net income per common share | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net income attributable to Bruker Corporation, as reported $ 54.3 $ 61.3 $ 88.9 $ 128.6 Weighted average shares outstanding: Weighted average shares outstanding-basic 153.2 154.2 153.7 155.7 Effect of dilutive securities: Stock options and restricted stock awards and units 1.1 1.4 1.1 1.3 Weighted-average number of common shares used in computing diluted net income per common share 154.3 155.6 154.8 157.0 Net income per common share attributable to Bruker Corporation shareholders: Basic $ 0.35 $ 0.40 $ 0.58 $ 0.83 Diluted $ 0.35 $ 0.39 $ 0.57 $ 0.82 |
Schedule of common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive | The following common share equivalents have been excluded from the computation of diluted weighted-average shares outstanding, as their effect would have been anti-dilutive (amounts in millions of shares): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Stock options 0.3 0.1 0.1 0.5 Unvested restricted stock units 0.2 — 0.1 — |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 that are measured at fair value on a recurring basis and presents them within the fair value hierarchy using the lowest level of input that is significant to the fair value measurement (dollars in millions): Quoted Prices Significant in Active Other Significant Markets Observable Unobservable Available Inputs Inputs September 30, 2020 Total (Level 1) (Level 2) (Level 3) Assets: Time deposits and money market funds $ 208.3 $ — $ 208.3 $ — Interest rate and cross currency swap agreements 9.0 — 9.0 — Forward currency contracts 0.3 — 0.3 — Embedded derivatives in purchase and delivery contracts 0.4 — 0.4 — Fixed price commodity contracts 2.1 — 2.1 — Total assets recorded at fair value $ 220.1 $ — $ 220.1 $ — Liabilities: Contingent consideration $ 6.2 $ — $ — $ 6.2 Hybrid instrument liability 11.7 — — 11.7 Interest rate and cross currency swap agreements 38.2 — 38.2 — Forward currency contracts 0.2 — 0.2 — Total liabilities recorded at fair value $ 56.3 $ — $ 38.4 $ 17.9 Quoted Prices Significant in Active Other Significant Markets Observable Unobservable Available Inputs Inputs December 31, 2019 Total (Level 1) (Level 2) (Level 3) Assets: Time deposits and money market funds $ 15.6 $ — $ 15.6 $ — Interest rate and cross currency swap agreements 10.1 — 10.1 — Forward currency contracts 0.9 — 0.9 — Embedded derivatives in purchase and delivery contracts 0.1 — 0.1 — Fixed price commodity contracts 0.3 — 0.3 — Total assets recorded at fair value $ 27.0 $ — $ 27.0 $ — Liabilities: Contingent consideration $ 15.8 $ — $ — $ 15.8 Hybrid instrument liability 10.6 — — 10.6 Interest rate and cross currency swap agreements 16.9 — 16.9 — Forward currency contracts 0.4 — 0.4 — Embedded derivatives in purchase and delivery contracts 0.6 — 0.6 — Total liabilities recorded at fair value $ 44.3 $ — $ 17.9 $ 26.4 |
Schedule of changes in contingent consideration liabilities | The following table sets forth the changes in contingent consideration liabilities (dollars in millions): Balance at December 31, 2019 $ 15.8 Current period additions 1.2 Current period adjustments (3.6) Current period settlements (7.4) Foreign currency effect 0.2 Balance at September 30, 2020 $ 6.2 |
Schedule of changes in hybrid instrument liability | The following table sets forth the changes in hybrid instrument liability (dollars in millions): Balance at December 31, 2019 $ 10.6 Current period adjustments 1.0 Foreign currency effect 0.1 Balance at September 30, 2020 $ 11.7 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventories | |
Schedule of inventories | Inventories consisted of the following (dollars in millions): September 30, December 31, 2020 2019 Raw materials $ 205.1 $ 188.8 Work-in-process 261.7 206.4 Finished goods 139.1 104.5 Demonstration units 90.0 77.5 Inventories $ 695.9 $ 577.2 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
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 (dollars in millions): BSI Life Science BSI NANO BEST Total Balance at December 31, 2019 $ 84.2 $ 208.5 $ 0.3 $ 293.0 Current period additions — 13.3 — 13.3 Foreign currency impact 4.4 2.1 — 6.5 Balance at September 30, 2020 $ 88.6 $ 223.9 $ 0.3 $ 312.8 |
Summary of intangible assets | The following is a summary of intangible assets, excluding goodwill (dollars in millions): September 30, 2020 December 31, 2019 Gross Gross Carrying Accumulated Net Carrying Carrying Accumulated Net Carrying Amount Amortization Amount Amount Amortization Amount Existing technology and related patents $ 314.4 $ (198.0) $ 116.4 $ 300.9 $ (182.4) $ 118.5 Customer relationships 144.2 (40.7) 103.5 134.7 (30.9) 103.8 Non-compete contracts — — — 1.8 (1.8) — Trade names 14.8 (3.9) 10.9 13.7 (2.9) 10.8 Other 0.7 (0.5) 0.2 5.5 (5.4) 0.1 Intangible assets $ 474.1 $ (243.1) $ 231.0 $ 456.6 $ (223.4) $ 233.2 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt | |
Components of debt obligations | The Company’s debt obligations consisted of the following (dollars in millions): September 30, December 31, 2020 2019 US Dollar notes under the 2012 Note Purchase Agreement $ 205.0 $ 205.0 CHF notes (in dollars) under the 2019 Note Purchase Agreement 322.1 306.8 US Dollar notes under the 2019 Term Loan 300.0 300.0 Unamortized debt issuance costs (2.5) (2.6) Capital lease obligations and other loans 5.3 4.1 Total debt 829.9 813.3 Current portion of long-term debt (1.7) (0.5) Total long-term debt, less current portion $ 828.2 $ 812.8 |
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 its credit agreement and other bank working capital lines and guarantees of credit with various financial institutions located primarily in Germany and Switzerland that are unsecured and typically due upon demand at September 30, 2020 (dollars in millions): Weighted Total Amount Total Amount Outstanding Total Committed Average Committed by Uncommitted by Outstanding Letters of and Uncommitted Interest Rate Lenders Lenders Borrowings Credit Amounts Available 2019 Credit Agreement 1.3 % $ 600.0 $ — $ — $ 0.2 $ 599.8 Bank guarantees and working capital line 0.0 % 141.6 115.4 — 141.6 115.4 Total revolving lines of credit $ 741.6 $ 115.4 $ — $ 141.8 $ 715.2 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Derivative Instruments and Hedging Activities | |
Schedule of notional amounts outstanding under foreign currency contracts | September 30, 2020 December 31, 2019 Notional Notional Amount in U.S. Amount in U.S. Dollars Fair Value Dollars Fair Value Forward Currency Contracts (1): Assets $ 50.2 $ 0.3 $ 66.7 $ 0.9 Liabilities 35.4 (0.2) 7.7 (0.4) Cross-Currency and Interest Rate Swap Agreements (2): Liabilities 505.0 (29.2) 505.0 (6.8) $ 590.6 $ (29.1) $ 579.4 $ (6.3) (1) Derivatives not designated as accounting hedges. (2) Derivatives designated as accounting hedges. |
Schedule of fair value and balance sheet location of derivative instruments | September 30, 2020 December 31, 2019 Derivatives designated as hedging instruments Interest rate cross-currency swap agreements Other current assets $ 9.0 $ 10.1 Other current liabilities (4.3) — Other long-term liabilities (33.9) (16.9) Total derivatives designated as hedging instruments (29.2) (6.8) Derivatives not designated as hedging instruments Forward currency contracts Other current assets $ 0.3 $ 0.9 Other current liabilities (0.2) (0.4) Embedded derivatives in purchase and delivery contracts Other current assets 0.4 0.1 Other current liabilities — (0.6) Fixed price commodity contracts Other current assets 2.1 0.3 Total derivatives not designated as hedging instruments 2.6 0.3 Total derivatives $ (26.6) $ (6.5) |
Schedule of impact on net income of unrealized gains and losses resulting from changes in the fair value of derivative instruments | The following is a summary of the activity included in the unaudited condensed consolidated statements of income and comprehensive income related to the above described derivative instruments (in millions): Three Months Ended September 30, Nine Months Ended September 30, Financial Statement Classification 2020 2019 2020 2019 Derivatives not designated as hedging instruments Forward currency contracts Interest and other income (expense), net $ (0.2) $ (1.0) $ (0.4) $ 1.3 Embedded derivatives in purchase and delivery contracts Interest and other income (expense), net (0.1) (0.1) 0.8 — Total $ (0.3) $ (1.1) $ 0.4 $ 1.3 Derivatives designated as Cash Flow hedging instruments Interest rate cross-currency swap agreements Interest incurred Interest and other income (expense), net $ (1.1) $ — $ (1.9) $ — Unrealized losses on contracts Accumulated other comprehensive income (0.2) — (22.1) — Total $ (1.3) $ — $ (24.0) $ — Derivatives designated as Net Investment hedging instruments Interest rate cross-currency swap agreements Interest earned Interest and other income (expense), net $ 2.5 $ — $ 7.7 $ — Unrealized losses on contracts Accumulated other comprehensive income (21.9) — (0.3) — Total $ (19.4) $ — $ 7.4 $ — |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Shareholders' Equity | |
Summary of comprehensive income (loss) | Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Consolidated net income $ 55.3 $ 61.5 $ 90.1 $ 129.2 Foreign currency translation adjustments 8.6 (36.5) 5.1 (38.9) Pension liability adjustments, net of tax 0.1 1.1 14.9 1.7 Net comprehensive income 64.0 26.1 110.1 92.0 Less: Comprehensive income attributable to noncontrolling interests 1.4 0.2 1.5 1.0 Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest — (1.2) (0.5) (1.8) Comprehensive income attributable to Bruker Corporation $ 62.6 $ 27.1 $ 109.1 $ 92.8 |
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, net of tax (dollars in millions): Accumulated Foreign Pension Other Currency Liability Comprehensive Translation Adjustment Income Balance at December 31, 2019 $ 27.4 $ (52.9) $ (25.5) Other comprehensive income (loss) before reclassifications 5.4 11.7 17.1 Amounts reclassified from other comprehensive income (loss), net of tax — 3.2 3.2 Net current period other comprehensive income (loss) 5.4 14.9 20.3 Balance at September 30, 2020 $ 32.8 $ (38.0) $ (5.2) |
Other Charges (Gain), Net (Tabl
Other Charges (Gain), Net (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Other Charges (Gain), Net | |
Schedule of Components of other charges, net | The components of other charges (gain), net were as follows (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Information technology transformation costs $ 0.5 $ 0.8 $ 1.8 $ 2.8 Professional fees incurred in connection with investigation matters 0.3 — 4.8 — Restructuring charges 1.7 (7.4) 4.4 (5.5) Acquisition-related charges 0.9 0.9 (1.0) 5.9 Long-lived asset impairments 0.7 — 1.9 — Other 0.1 0.4 0.3 1.7 Other charges(gain), net $ 4.2 $ (5.3) $ 12.2 $ 4.9 |
Summary of restructuring charges | Restructuring charges include charges for various programs that were recorded in the accompanying unaudited condensed consolidated statements of income and comprehensive income. The following table sets forth the restructuring charges (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Cost of revenues $ 0.2 $ 0.6 $ 1.3 $ 4.1 Other charges, net 1.7 (7.4) 4.4 (5.5) Total $ 1.9 $ (6.8) $ 5.7 $ (1.4) |
Schedule of changes in restructuring reserves | The following table sets forth the changes in restructuring reserves (dollars in millions): Provisions for Excess Total Severance Exit Costs Inventory Balance at December 31, 2019 $ 4.6 $ 2.2 $ 0.1 $ 2.3 Restructuring charges 5.7 4.0 1.5 0.2 Cash payments (5.7) (4.1) (1.6) — Other, non-cash adjustments and foreign currency effect (1.0) (0.4) 0.5 (1.1) Balance at September 30, 2020 $ 3.6 $ 1.7 $ 0.5 $ 1.4 |
Business Segment Information (T
Business Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Business Segment Information | |
Schedule of revenue, operating income and total assets by reportable segment | Revenue and operating income by reportable segment are presented below (dollars in millions): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue: BSI Life Science $ 323.4 $ 301.9 $ 842.6 $ 869.3 BSI NANO 147.1 169.9 392.7 461.7 BEST 43.8 52.5 134.8 152.2 Eliminations (a) (2.9) (3.2) (10.1) (10.5) Total revenue $ 511.4 $ 521.1 $ 1,360.0 $ 1,472.7 Operating Income (loss) BSI Life Science $ 80.6 $ 75.7 $ 158.7 $ 178.9 BSI NANO 12.2 18.3 9.3 27.1 BEST 1.2 3.6 5.1 9.9 Corporate, eliminations and other (b) (12.8) (9.8) (37.6) (32.7) Total operating income $ 81.2 $ 87.8 $ 135.5 $ 183.2 (a) Represents product and service revenue between reportable segments. (b) Represents corporate costs and eliminations not allocated to the reportable segments. Total assets by reportable segment are as follows (dollars in millions): September 30, December 31, 2020 2019 Assets: BSI Life Science, BSI NANO & Corporate $ 2,808.9 $ 2,711.6 BEST 76.5 64.6 Eliminations and other (a) (6.0) (4.7) Total assets $ 2,879.4 $ 2,771.5 (a) Assets not allocated to the reportable segments and eliminations of intercompany transactions. |
Description of Business (Detail
Description of Business (Details) | 9 Months Ended |
Sep. 30, 2020segment | |
Description of Business | |
Number of operating segments | 4 |
Number of reportable segments | 3 |
Revenue - Disaggregation (Detai
Revenue - Disaggregation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues disaggregated by Group | ||||
Total revenue | $ 511.4 | $ 521.1 | $ 1,360 | $ 1,472.7 |
Revenue recognized at a point in time | ||||
Revenues disaggregated by Group | ||||
Total revenue | 442.2 | 463.8 | 1,174 | 1,310.2 |
Revenue recognized over time | ||||
Revenues disaggregated by Group | ||||
Total revenue | 69.2 | 57.3 | 186 | 162.5 |
United States | ||||
Revenues disaggregated by Group | ||||
Total revenue | 120.1 | 135.5 | 332.1 | 379.3 |
Germany | ||||
Revenues disaggregated by Group | ||||
Total revenue | 50.4 | 57.7 | 134.9 | 150.1 |
Rest of Europe | ||||
Revenues disaggregated by Group | ||||
Total revenue | 142.9 | 121 | 357.7 | 350 |
Asia Pacific | ||||
Revenues disaggregated by Group | ||||
Total revenue | 160 | 158.5 | 433.3 | 464.5 |
Other | ||||
Revenues disaggregated by Group | ||||
Total revenue | 38 | 48.4 | 102 | 128.8 |
Bruker BioSpin | ||||
Revenues disaggregated by Group | ||||
Total revenue | 152.1 | 143.7 | 398.1 | 422.4 |
Bruker CALID | ||||
Revenues disaggregated by Group | ||||
Total revenue | 171.3 | 158.2 | 444.5 | 446.9 |
Bruker Nano | ||||
Revenues disaggregated by Group | ||||
Total revenue | 147.1 | 169.9 | 392.7 | 461.7 |
BEST | ||||
Revenues disaggregated by Group | ||||
Total revenue | 43.8 | 52.5 | 134.8 | 152.2 |
Eliminations | ||||
Revenues disaggregated by Group | ||||
Total revenue | $ (2.9) | $ (3.2) | $ (10.1) | $ (10.5) |
Revenue - Remaining Performance
Revenue - Remaining Performance Obligations (Details) $ in Millions | Sep. 30, 2020USD ($) |
Remaining Performance Obligations | |
Amount of remaining performance obligations | $ 1,910.2 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Remaining Performance Obligations | |
Remaining performance obligation expected to be recognized in the given period (as a percent) | 62.00% |
Duration of expected recognition period for remaining performance obligation | 12 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | 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]: 2020-01-01 | 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 | 9 Months Ended | |
Sep. 30, 2020 | Dec. 31, 2019 | |
Revenue | ||
Contract assets | $ 48.2 | $ 43.9 |
Contract liabilities | 371.7 | $ 312.5 |
Revenue recognition during the period | $ 180.1 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Millions | Sep. 10, 2020 | Apr. 02, 2019 | Sep. 30, 2020 | Dec. 31, 2019 |
Allocation of Consideration Transferred: | ||||
Operating lease assets | $ 60.7 | $ 65.6 | ||
Goodwill | $ 312.8 | $ 293 | ||
Canopy Biosciences | ||||
Acquisitions | ||||
Purchase price | $ 24.2 | |||
Potential additional consideration | 5 | |||
Consideration Transferred: | ||||
Cash paid | 24.4 | |||
Contingent consideration | 0.5 | |||
Cash acquired | (0.5) | |||
Working capital adjustment | 0.3 | |||
Total consideration transferred | 24.7 | |||
Allocation of Consideration Transferred: | ||||
Inventories | 1.1 | |||
Accounts receivable | 1.2 | |||
Other current and non-current assets | 1 | |||
Property, plant and equipment | 0.9 | |||
Operating lease assets | 0.3 | |||
Deferred taxes, net | (2) | |||
Liabilities assumed | (2.4) | |||
Total consideration transferred | 24.7 | |||
Canopy Biosciences | Technology | ||||
Allocation of Consideration Transferred: | ||||
Intangible assets | $ 5.7 | |||
Canopy Biosciences | Customer relationships | ||||
Acquisitions | ||||
Amortization period for intangible assets acquired | 10 years | |||
Allocation of Consideration Transferred: | ||||
Intangible assets | $ 6.1 | |||
Canopy Biosciences | Trade names | ||||
Acquisitions | ||||
Amortization period for intangible assets acquired | 8 years | |||
Allocation of Consideration Transferred: | ||||
Intangible assets | $ 0.7 | |||
Canopy Biosciences | Backlog | ||||
Acquisitions | ||||
Amortization period for intangible assets acquired | 1 year | |||
Allocation of Consideration Transferred: | ||||
Intangible assets | $ 0.3 | |||
Goodwill | $ 11.8 | |||
Rave | ||||
Acquisitions | ||||
Purchase price | $ 52.2 | |||
Potential additional consideration | $ 5 | |||
Amortization period for intangible assets acquired | 10 years | |||
Consideration Transferred: | ||||
Cash paid | $ 55.8 | |||
Contingent consideration | 4.4 | |||
Working capital adjustment | (3.6) | |||
Total consideration transferred | 56.6 | |||
Allocation of Consideration Transferred: | ||||
Inventories | 23.1 | |||
Accounts receivable | 2.2 | |||
Other current and non-current assets | 0.8 | |||
Property, plant and equipment | 2.1 | |||
Operating lease assets | 1 | |||
Goodwill | 6.4 | |||
Liabilities assumed | (13.9) | |||
Total consideration transferred | 56.6 | |||
Rave | Technology | ||||
Allocation of Consideration Transferred: | ||||
Intangible assets | 17.9 | |||
Rave | Customer relationships | ||||
Allocation of Consideration Transferred: | ||||
Intangible assets | 15.5 | |||
Rave | Trade names | ||||
Allocation of Consideration Transferred: | ||||
Intangible assets | $ 1.5 |
Acquisitions - Hain (Details)
Acquisitions - Hain (Details) - Hain € in Millions, $ in Millions | Jan. 31, 2020USD ($) | Jan. 31, 2020EUR (€) | Oct. 15, 2018USD ($) | Oct. 15, 2018EUR (€) |
Acquisitions | ||||
Interest acquired | 20.00% | 20.00% | 80.00% | 80.00% |
Purchase price | $ 22.2 | € 20 | $ 76.4 | € 66 |
Percentage of shares remaining that were included in the option provided to the non-controlling interest. | 20.00% | 20.00% | ||
Carrying value of noncontrolling interest was accreted to redemption value | € 20 |
Acquisitions - Reportable Segme
Acquisitions - Reportable Segment for Acquisitions (Details) - USD ($) $ in Millions | Aug. 07, 2020 | Apr. 01, 2020 | Jul. 01, 2019 | Mar. 07, 2019 | Mar. 04, 2019 | Sep. 30, 2020 | Sep. 30, 2019 |
Acquisitions | |||||||
Cash Consideration | $ 58.8 | $ 79 | |||||
Acquisitions In 2020 | |||||||
Acquisitions | |||||||
Consideration | 6.1 | ||||||
Cash Consideration | $ 5.4 | ||||||
2019 Acquisitions | |||||||
Acquisitions | |||||||
Consideration | 27.5 | ||||||
Cash Consideration | $ 24.3 | ||||||
Smart Tip B.v. | BSI NANO | |||||||
Acquisitions | |||||||
Consideration | $ 3.1 | ||||||
Cash Consideration | $ 2.4 | ||||||
Integrated Proteomics Applications, Inc. | BSI Life Science | |||||||
Acquisitions | |||||||
Consideration | $ 3 | ||||||
Cash Consideration | $ 3 | ||||||
Arxspan, LLC | BSI Life Science | |||||||
Acquisitions | |||||||
Consideration | $ 16.6 | ||||||
Cash Consideration | $ 14.4 | ||||||
Ampegon PPT GmbH | BEST | |||||||
Acquisitions | |||||||
Consideration | $ 2 | ||||||
Cash Consideration | $ 2 | ||||||
PMOD Technologies GmbH | BSI Life Science | |||||||
Acquisitions | |||||||
Consideration | $ 8.9 | ||||||
Cash Consideration | $ 7.9 |
Stock-Based Compensation - Expe
Stock-Based Compensation - Expense (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation | ||||
Total stock-based compensation | $ 4.1 | $ 3.5 | $ 9.9 | $ 8.7 |
Minimum | ||||
Additional information | ||||
Vesting period | 3 years | |||
Maximum | ||||
Additional information | ||||
Vesting period | 4 years | |||
Cost of revenues | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 0.6 | 0.5 | $ 1.5 | 1.3 |
Selling, general and administrative | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 2.9 | 2.5 | 6.9 | 6.1 |
Research and development | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 0.6 | 0.5 | 1.5 | 1.3 |
Mestrelab Research, S.L. | Other charges (gain), net | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 0.3 | 1 | 0.6 | 1.4 |
Stock options | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 0.6 | 0.7 | 1.5 | 2.1 |
Additional information | ||||
Expected pre-tax stock-based compensation expense | 2.7 | $ 2.7 | ||
Weighted average remaining service period | 1 year 10 months 24 days | |||
Restricted stock awards | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 0.1 | 0.3 | ||
Restricted stock units | ||||
Stock-Based Compensation | ||||
Total stock-based compensation | 3.5 | $ 2.7 | $ 8.4 | $ 6.3 |
Restricted stock units | 2016 Incentive Compensation Plan | ||||
Additional information | ||||
Expected pre-tax stock-based compensation expense | $ 25.3 | $ 25.3 | ||
Weighted average remaining service period | 2 years 7 months 6 days |
Stock-Based Compensation - Fair
Stock-Based Compensation - Fair value assumptions (Details) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Stock-Based Compensation. | ||
Risk-free interest rates | 0.23% | 1.55% |
Expected life | 5 years 1 month 20 days | 5 years 3 months 29 days |
Volatility | 34.00% | 30.00% |
Expected dividend yield | 0.37% | 0.38% |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity (Details) - Stock options | 9 Months Ended | |
Sep. 30, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($) | |
Stock options, Shares Subject to Options | ||
Outstanding at the beginning of the period (in shares) | shares | 1,988,696 | |
Granted (in shares) | shares | 125,794 | |
Exercised (in shares) | shares | (117,611) | |
Forfeited /Expired (in shares) | shares | (14,302) | |
Outstanding at the end of the period (in shares) | shares | 1,982,577 | |
Exercisable at the end of the period (in shares) | shares | 1,518,484 | |
Exercisable and expected to vest at the end of the period (in shares) | shares | 1,938,555 | |
Stock options, Weighted Average Option Price | ||
Outstanding at the beginning of the period (in dollars per share) | $ / shares | $ 23.43 | |
Granted (in dollars per share) | $ / shares | 45.54 | |
Exercised (in dollars per share) | $ / shares | 20.91 | |
Forfeited (in dollars per share) | $ / shares | 20.98 | |
Outstanding at the end of the period (in dollars per share) | $ / shares | 24.96 | |
Exercisable at the end of the period (in dollars per share) | $ / shares | 21.88 | |
Exercisable and expected to vest at the end of the period (in dollars per share) | $ / shares | $ 24.56 | |
Stock options, additional information | ||
Weighted Average Remaining Contractual Term, Outstanding | 4 years 6 months | |
Weighted Average Remaining Contractual Term, Exercisable | 4 years 1 month 6 days | |
Weighted Average Remaining Contractual Term, Exercisable and expected to vest | 4 years 4 months 24 days | |
Aggregate Intrinsic Value, Outstanding | $ | $ 30.5 | |
Aggregate Intrinsic Value, Exercisable | $ | 27.3 | |
Aggregate Intrinsic Value, Exercisable and expected to vest | $ | 30.5 | |
Intrinsic value of options exercised | $ | $ 2,200,000 | $ 10,300,000 |
Stock-Based Compensation - RSU
Stock-Based Compensation - RSU Activity (Details) - Restricted stock awards - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Restricted stock, Shares Subject to Restriction | ||
Outstanding at the beginning of the period (in shares) | 865,101 | |
Granted (in shares) | 333,081 | |
Vested (in shares) | (283,048) | |
Forfeited (in shares) | (48,297) | |
Outstanding at the end of the period (in shares) | 866,837 | |
Restricted stock, Weighted Average Grant Date Fair Value | ||
Outstanding at the beginning of the period (in dollars per share) | $ 34.73 | |
Granted (in dollars per share) | 43.99 | |
Vested (in dollars per share) | 33.42 | |
Forfeited (in dollars per share) | 35.68 | |
Outstanding at the end of the period (in dollars per share) | $ 38.66 | |
Additional share-based compensation disclosures | ||
Total fair value of shares vested | $ 12.8 | $ 6.6 |
Earnings Per Share - Computatio
Earnings Per Share - Computation (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Earnings Per Share | ||||
Redemption value adjustment of the redeemable noncontrolling interest | $ 0 | $ 0 | ||
Net income attributable to Bruker Corporation, as reported -basic | $ 54.3 | $ 61.3 | $ 88.9 | $ 128.6 |
Weighted average shares outstanding: | ||||
Weighted average shares outstanding-basic | 153.2 | 154.2 | 153.7 | 155.7 |
Effect of dilutive securities: | ||||
Stock options and restricted stock awards and units (in shares) | 1.1 | 1.4 | 1.1 | 1.3 |
Weighted-average number of common shares used in computing diluted net income per common share | 154.3 | 155.6 | 154.8 | 157 |
Net income per common share attributable to Bruker Corporation shareholders: | ||||
Basic (in dollars per share) | $ 0.35 | $ 0.40 | $ 0.58 | $ 0.83 |
Diluted (in dollars per share) | $ 0.35 | $ 0.39 | $ 0.57 | $ 0.82 |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive Stock Options (Details) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Stock options | ||||
Anti-dilutive securities | ||||
Number of shares excluded from the computation of diluted earnings per share | 0.3 | 0.1 | 0.1 | 0.5 |
Unvested restricted stock units | ||||
Anti-dilutive securities | ||||
Number of shares excluded from the computation of diluted earnings per share | 0.2 | 0.1 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Hierarchy (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Significant Other Observable Inputs (Level 2) | ||
Liabilities: | ||
Fair value of long-term fixed interest rate debt | $ 530.3 | $ 517.4 |
Recurring basis | ||
Assets: | ||
Time deposits and money market funds | 208.3 | 15.6 |
Interest rate and cross currency swap agreements | 9 | 10.1 |
Forward currency contracts | 0.3 | 0.9 |
Embedded derivatives in purchase and delivery contracts | 0.4 | 0.1 |
Fixed price commodity contracts | 2.1 | 0.3 |
Total assets recorded at fair value | 220.1 | 27 |
Liabilities: | ||
Contingent consideration | 6.2 | 15.8 |
Hybrid instrument liability | 11.7 | 10.6 |
Interest rate and cross currency swap agreements | 38.2 | 16.9 |
Forward currency contracts | 0.2 | 0.4 |
Embedded derivatives in purchase and delivery contracts | 0.6 | |
Total liabilities recorded at fair value | 56.3 | 44.3 |
Recurring basis | Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Time deposits and money market funds | 208.3 | 15.6 |
Interest rate and cross currency swap agreements | 9 | 10.1 |
Forward currency contracts | 0.3 | 0.9 |
Embedded derivatives in purchase and delivery contracts | 0.4 | 0.1 |
Fixed price commodity contracts | 2.1 | 0.3 |
Total assets recorded at fair value | 220.1 | 27 |
Liabilities: | ||
Interest rate and cross currency swap agreements | 38.2 | 16.9 |
Forward currency contracts | 0.2 | 0.4 |
Embedded derivatives in purchase and delivery contracts | 0.6 | |
Total liabilities recorded at fair value | 38.4 | 17.9 |
Recurring basis | Significant Unobservable Inputs (Level 3) | ||
Liabilities: | ||
Contingent consideration | 6.2 | 15.8 |
Hybrid instrument liability | 11.7 | 10.6 |
Total liabilities recorded at fair value | $ 17.9 | $ 26.4 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Contingent Consideration and Hybrid Instrument Liability (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Contingent consideration | |
Changes in contingent consideration liabilities | |
Balance at December 31, 2019 | $ 15.8 |
Current period additions | 1.2 |
Current period adjustments | (3.6) |
Current period settlements | (7.4) |
Foreign currency effect | 0.2 |
Balance at September 30, 2020 | 6.2 |
Hybrid instrument | |
Changes in contingent consideration liabilities | |
Balance at December 31, 2019 | 10.6 |
Current period adjustments | 1 |
Foreign currency effect | 0.1 |
Balance at September 30, 2020 | $ 11.7 |
Hybrid instrument | Mestrelab Research, S.L. | |
Fair value of financial instruments | |
Remaining ownership percentage under options that can be exercised after 2022 | 49.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Inventories | ||
Raw materials | $ 205.1 | $ 188.8 |
Work-in-process | 261.7 | 206.4 |
Finished goods | 139.1 | 104.5 |
Demonstration units | 90 | 77.5 |
Inventories | 695.9 | 577.2 |
Inventory-in-transit | $ 52.7 | $ 36 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Goodwill | |
Balance at the beginning of the period | $ 293 |
Current period additions | 13.3 |
Foreign currency impact | 6.5 |
Balance at the end of the period | 312.8 |
BSI Life Science | |
Goodwill | |
Balance at the beginning of the period | 84.2 |
Foreign currency impact | 4.4 |
Balance at the end of the period | 88.6 |
BSI NANO | |
Goodwill | |
Balance at the beginning of the period | 208.5 |
Current period additions | 13.3 |
Foreign currency impact | 2.1 |
Balance at the end of the period | 223.9 |
BEST | |
Goodwill | |
Balance at the beginning of the period | 0.3 |
Balance at the end of the period | $ 0.3 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Intangible assets | |||||
Gross Carrying Amount, intangible assets subject to amortization | $ 474.1 | $ 474.1 | $ 456.6 | ||
Accumulated Amortization, intangible assets subject to amortization | (243.1) | (243.1) | (223.4) | ||
Net Carrying Amount, intangible assets subject to amortization | 231 | 231 | 233.2 | ||
Amortization expense related to intangible assets subject to amortization | 9 | $ 9.2 | 26.7 | $ 29.2 | |
Technology | |||||
Intangible assets | |||||
Gross Carrying Amount, intangible assets subject to amortization | 314.4 | 314.4 | 300.9 | ||
Accumulated Amortization, intangible assets subject to amortization | (198) | (198) | (182.4) | ||
Net Carrying Amount, intangible assets subject to amortization | 116.4 | 116.4 | 118.5 | ||
Customer relationships | |||||
Intangible assets | |||||
Gross Carrying Amount, intangible assets subject to amortization | 144.2 | 144.2 | 134.7 | ||
Accumulated Amortization, intangible assets subject to amortization | (40.7) | (40.7) | (30.9) | ||
Net Carrying Amount, intangible assets subject to amortization | 103.5 | 103.5 | 103.8 | ||
Non compete contracts | |||||
Intangible assets | |||||
Gross Carrying Amount, intangible assets subject to amortization | 1.8 | ||||
Accumulated Amortization, intangible assets subject to amortization | (1.8) | ||||
Trade names | |||||
Intangible assets | |||||
Gross Carrying Amount, intangible assets subject to amortization | 14.8 | 14.8 | 13.7 | ||
Accumulated Amortization, intangible assets subject to amortization | (3.9) | (3.9) | (2.9) | ||
Net Carrying Amount, intangible assets subject to amortization | 10.9 | 10.9 | 10.8 | ||
Other | |||||
Intangible assets | |||||
Gross Carrying Amount, intangible assets subject to amortization | 0.7 | 0.7 | 5.5 | ||
Accumulated Amortization, intangible assets subject to amortization | (0.5) | (0.5) | (5.4) | ||
Net Carrying Amount, intangible assets subject to amortization | $ 0.2 | $ 0.2 | $ 0.1 |
Debt - Components (Details)
Debt - Components (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Debt | ||
Unamortized debt issuance costs | $ (2.5) | $ (2.6) |
Total debt | 829.9 | 813.3 |
Current portion of long-term debt | (1.7) | (0.5) |
Total long-term debt, less current portion | 828.2 | 812.8 |
2012 Note Purchase Agreement | ||
Debt | ||
Debt, before unamortized debt issuance costs | 205 | 205 |
2019 Note Purchase Agreement | ||
Debt | ||
Debt, before unamortized debt issuance costs | 322.1 | 306.8 |
2019 Term Loan | ||
Debt | ||
Debt, before unamortized debt issuance costs | 300 | 300 |
Capital lease obligations and other loans | ||
Debt | ||
Total debt | $ 5.3 | $ 4.1 |
Debt - Revolving Loan Arrangeme
Debt - Revolving Loan Arrangements (Details) $ in Millions | Sep. 30, 2020USD ($) |
Revolving lines of credit | |
Total Amount Committed by Lenders | $ 741.6 |
Total Amount Uncommitted by Lenders | 115.4 |
Outstanding Letters of Credit | 141.8 |
Total Committed and Uncommitted Amount Available | $ 715.2 |
2019 Credit Agreement | US Dollar revolving loan | |
Revolving lines of credit | |
Weighted Average Interest Rate (as a percent) | 1.30% |
Total Amount Committed by Lenders | $ 600 |
Outstanding Letters of Credit | 0.2 |
Total Committed and Uncommitted Amount Available | $ 599.8 |
Bank guarantees and working capital line | |
Revolving lines of credit | |
Weighted Average Interest Rate (as a percent) | 0.00% |
Total Amount Committed by Lenders | $ 141.6 |
Total Amount Uncommitted by Lenders | 115.4 |
Outstanding Letters of Credit | 141.6 |
Total Committed and Uncommitted Amount Available | $ 115.4 |
Debt - Currency Swaps (Details)
Debt - Currency Swaps (Details) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2020USD ($) | Sep. 30, 2020USD ($) | |
Debt | ||
Reduction of interest expense by cross-currency and interest swap agreements | $ 1.4 | $ 5.8 |
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax | (22.1) | (22.4) |
US to Swiss Franc | ||
Debt | ||
Notional Amount | 150 | 150 |
US to Euro | ||
Debt | ||
Notional Amount | $ 355 | $ 355 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Risk Management (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative instruments and hedging activities | ||
Fair value, net asset (liability) | $ (26.6) | $ (6.5) |
Embedded derivative in purchase and delivery contracts | ||
Embedded derivatives in purchase and delivery contracts | ||
Notional amount of derivative sale contracts | 12.2 | 12.3 |
Notional amount of derivative purchase contracts | 6.5 | 6.1 |
Forward currency and swap agreements | ||
Derivative instruments and hedging activities | ||
Notional Amount | 590.6 | 579.4 |
Fair value, net asset (liability) | (29.1) | (6.3) |
Forward currency contract | ||
Derivative instruments and hedging activities | ||
Notional amount, assets | 50.2 | 66.7 |
Notional amount, liabilities | 35.4 | 7.7 |
Not designated as accounting hedges | ||
Assets | 0.3 | 0.9 |
Liabilities | 0.2 | 0.4 |
Fixed price commodity contracts | ||
Derivative instruments and hedging activities | ||
Notional Amount | 10.2 | 5.6 |
Interest rate cross-currency swap agreements | ||
Derivative instruments and hedging activities | ||
Notional amount, liabilities | 505 | 505 |
Designated as accounting hedges | ||
Liabilities | $ (29.2) | $ (6.8) |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Balance Sheet (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Derivative instruments and hedging activities | ||
Derivative Assets (Liabilities) | $ (26.6) | $ (6.5) |
Forward currency and swap agreements | ||
Derivative instruments and hedging activities | ||
Derivative Assets (Liabilities) | (29.1) | (6.3) |
Designated as hedging instrument | ||
Derivative instruments and hedging activities | ||
Derivative Assets (Liabilities) | (29.2) | (6.8) |
Designated as hedging instrument | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset | 9 | 10.1 |
Designated as hedging instrument | Other current liabilities | ||
Derivative instruments and hedging activities | ||
Derivative Liability | 4.3 | |
Designated as hedging instrument | Other long-term liabilities | ||
Derivative instruments and hedging activities | ||
Derivative Liability | 33.9 | 16.9 |
Not designated as hedging instruments | ||
Derivative instruments and hedging activities | ||
Derivative Assets (Liabilities) | 2.6 | 0.3 |
Not designated as hedging instruments | Forward currency contract | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset | 0.3 | 0.9 |
Not designated as hedging instruments | Forward currency contract | Other current liabilities | ||
Derivative instruments and hedging activities | ||
Derivative Liability | 0.2 | 0.4 |
Not designated as hedging instruments | Embedded derivative in purchase and delivery contracts | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset | 0.4 | 0.1 |
Not designated as hedging instruments | Embedded derivative in purchase and delivery contracts | Other current liabilities | ||
Derivative instruments and hedging activities | ||
Derivative Liability | 0.6 | |
Not designated as hedging instruments | Fixed price commodity contracts | Other current assets | ||
Derivative instruments and hedging activities | ||
Derivative Asset | $ 2.1 | $ 0.3 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Income Statement (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Not designated as hedging instruments | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | $ (0.3) | $ (1.1) | $ 0.4 | $ 1.3 |
Not designated as hedging instruments | Interest and other income (expense), net | Forward currency contract | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | (0.2) | (1) | (0.4) | $ 1.3 |
Not designated as hedging instruments | Interest and other income (expense), net | Embedded derivative in purchase and delivery contracts | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | (0.1) | $ (0.1) | 0.8 | |
Designated as hedging instrument | Accumulated other comprehensive income | Interest rate cross-currency swap agreements | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | (21.9) | (0.3) | ||
Designated as hedging instrument | Interest and other income (expense), net | Interest rate cross-currency swap agreements | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | 2.5 | 7.7 | ||
Designated as hedging instrument | Cash Flow Hedging | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | (1.3) | (24) | ||
Designated as hedging instrument | Cash Flow Hedging | Accumulated other comprehensive income | Interest rate cross-currency swap agreements | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | (0.2) | (22.1) | ||
Designated as hedging instrument | Cash Flow Hedging | Interest and other income (expense), net | Interest rate cross-currency swap agreements | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | (1.1) | (1.9) | ||
Designated as hedging instrument | Net Investment Hedging | ||||
Derivative instruments and hedging activities | ||||
Derivative, Gain (Loss) on Derivative, Net | $ (19.4) | $ 7.4 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Provision for Income Taxes | |||||
Income tax expense (benefit) | $ 20 | $ 21.7 | $ 30 | $ 40 | |
Effective tax rates (as a percent) | 26.60% | 26.10% | 25.00% | 23.60% | |
Unrecognized tax benefits, excluding penalties and interest | $ 19.9 | $ 19.9 | $ 15.9 | ||
Accrued interest and penalties related to uncertain tax positions | 1.1 | 1.1 | $ 0.4 | ||
Penalties and interest (benefit) expense relating to unrecognized tax benefits | $ 0.1 | $ 0.1 | $ 0.4 | $ 0.1 | |
Statutory tax rate (as a percent) | 21.00% | ||||
Change in tax rate - foreign jurisdictions (as a percent) | 2.90% | ||||
Germany | |||||
Provision for Income Taxes | |||||
Statutory tax rate (as a percent) | 30.00% | ||||
Switzerland | |||||
Provision for Income Taxes | |||||
Statutory tax rate (as a percent) | 18.00% |
Commitments and Contingencies -
Commitments and Contingencies - Letters of Credit and Guarantees (Details) - USD ($) $ in Millions | Sep. 30, 2020 | Dec. 31, 2019 |
Letters of Credit and Guarantees | ||
Bank guarantees primarily for customer advances | $ 141.8 | |
Revolving Loans | ||
Letters of Credit and Guarantees | ||
Bank guarantees primarily for customer advances | $ 141.8 | $ 143.2 |
Commitments and Contingencies_2
Commitments and Contingencies - Litigation and Related Contingencies and purchase commitments (Details) - USD ($) | Jul. 08, 2020 | Jun. 16, 2019 | Dec. 31, 2019 |
Governmental Investigations | |||
Damages awarded | $ 11,000 | $ 20,000 | |
Governmental Investigations | Legal | Korea | |||
Governmental Investigations | |||
Sales revenue (as percent) | 3.00% |
Shareholders' Equity - Share Re
Shareholders' Equity - Share Repurchase and Dividends (Details) - USD ($) $ / shares in Units, $ in Millions | Feb. 22, 2016 | Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Oct. 30, 2020 | May 31, 2019 |
Shareholders' Equity | |||||||
Remaining authorization amount for repurchase of common stock | $ 97.7 | ||||||
Dividend declared per common share (in dollars per share) | $ 0.04 | ||||||
Target dividend per annum (in dollars per share) | $ 0.16 | ||||||
May 2019 Repurchase Program | |||||||
Shareholders' Equity | |||||||
Amount approved for repurchase of common stock | $ 300 | ||||||
Common stock repurchased during the period (in shares) | 127,278 | 1,022,469 | 1,341,560 | 3,323,104 | |||
Aggregate cost of common stock repurchased during the period | $ 5 | $ 42.3 | $ 55 | $ 142.3 |
Shareholders' Equity - Comprehe
Shareholders' Equity - Comprehensive Income (Loss) (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Summary of comprehensive income (loss) | ||||
Consolidated net income | $ 55.3 | $ 61.5 | $ 90.1 | $ 129.2 |
Foreign currency translation adjustments | 8.6 | (36.5) | 5.1 | (38.9) |
Pension liability adjustments, net of tax | 0.1 | 1.1 | 14.9 | 1.7 |
Net comprehensive income | 64 | 26.1 | 110.1 | 92 |
Less: Comprehensive income attributable to noncontrolling interests | 1.4 | 0.2 | 1.5 | 1 |
Less: Comprehensive income (loss) attributable to redeemable noncontrolling interest | (1.2) | (0.5) | (1.8) | |
Comprehensive income attributable to Bruker Corporation | $ 62.6 | $ 27.1 | $ 109.1 | $ 92.8 |
Shareholders' Equity - Accumula
Shareholders' Equity - Accumulated Other Comprehensive Income (Loss) (Details) $ in Millions | 9 Months Ended |
Sep. 30, 2020USD ($) | |
Summary of the components of accumulated other comprehensive income, net of tax | |
Balance at beginning of period | $ 917.1 |
Balance at end of period | 962.7 |
Accumulated Other Comprehensive Income (Loss) | |
Summary of the components of accumulated other comprehensive income, net of tax | |
Balance at beginning of period | (25.5) |
Other comprehensive income (loss) before reclassifications | 17.1 |
Amounts reclassified from other comprehensive income (loss), net of tax | 3.2 |
Net current period other comprehensive income (loss) | 20.3 |
Balance at end of period | (5.2) |
Foreign Currency Translation | |
Summary of the components of accumulated other comprehensive income, net of tax | |
Balance at beginning of period | 27.4 |
Other comprehensive income (loss) before reclassifications | 5.4 |
Net current period other comprehensive income (loss) | 5.4 |
Balance at end of period | 32.8 |
Pension Liability Adjustment | |
Summary of the components of accumulated other comprehensive income, net of tax | |
Balance at beginning of period | (52.9) |
Other comprehensive income (loss) before reclassifications | 11.7 |
Amounts reclassified from other comprehensive income (loss), net of tax | 3.2 |
Net current period other comprehensive income (loss) | 14.9 |
Balance at end of period | $ (38) |
Other Charges (Gain), Net - Com
Other Charges (Gain), Net - Components of other charges (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Other Charges (Gain), Net | ||||
Information technology transformation costs | $ 0.5 | $ 0.8 | $ 1.8 | $ 2.8 |
Professional fees incurred in connection with investigation matters | 0.3 | 4.8 | ||
Restructuring charges | 1.7 | (7.4) | 4.4 | (5.5) |
Acquisition-related charges | 0.9 | 0.9 | (1) | 5.9 |
Long-lived asset impairments | 0.7 | 1.9 | ||
Other | 0.1 | 0.4 | 0.3 | 1.7 |
Other Nonrecurring (Income) Expense, Total | $ 4.2 | $ (5.3) | $ 12.2 | $ 4.9 |
Other Charges (Gain), Net - Res
Other Charges (Gain), Net - Restructuring Plans (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Restructuring charges | ||||
Restructuring expenses | $ 1.9 | $ (6.8) | $ 5.7 | $ (1.4) |
Gain related to the sale of building | 7.8 | 7.8 | ||
Cost of revenues | ||||
Restructuring charges | ||||
Restructuring expenses | 0.2 | 0.6 | 1.3 | 4.1 |
Other charges, net | ||||
Restructuring charges | ||||
Restructuring expenses | $ 1.7 | $ (7.4) | $ 4.4 | $ (5.5) |
Other Charges (Gain), Net - R_2
Other Charges (Gain), Net - Restructuring Reserves (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Changes in the restructuring reserves | ||||
Balance at the beginning of the period | $ 4.6 | |||
Restructuring charges | $ 1.9 | $ (6.8) | 5.7 | $ (1.4) |
Cash payments | (5.7) | |||
Other, non-cash adjustments and foreign currency effect | (1) | |||
Balance at the end of the period | 3.6 | 3.6 | ||
Severance | ||||
Changes in the restructuring reserves | ||||
Balance at the beginning of the period | 2.2 | |||
Restructuring charges | 4 | |||
Cash payments | (4.1) | |||
Other, non-cash adjustments and foreign currency effect | (0.4) | |||
Balance at the end of the period | 1.7 | 1.7 | ||
Exit Costs | ||||
Changes in the restructuring reserves | ||||
Balance at the beginning of the period | 0.1 | |||
Restructuring charges | 1.5 | |||
Cash payments | (1.6) | |||
Other, non-cash adjustments and foreign currency effect | 0.5 | |||
Balance at the end of the period | 0.5 | 0.5 | ||
Provisions for Excess Inventory | ||||
Changes in the restructuring reserves | ||||
Balance at the beginning of the period | 2.3 | |||
Restructuring charges | 0.2 | |||
Other, non-cash adjustments and foreign currency effect | (1.1) | |||
Balance at the end of the period | $ 1.4 | $ 1.4 |
Business Segment Information (D
Business Segment Information (Details) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2020USD ($)segment | Sep. 30, 2019USD ($) | Dec. 31, 2019USD ($) | |
Business segment information | |||||
Number of reportable segments | segment | 3 | ||||
Total revenue | $ 511.4 | $ 521.1 | $ 1,360 | $ 1,472.7 | |
Operating Income (loss) | 81.2 | 87.8 | 135.5 | 183.2 | |
Assets | 2,879.4 | 2,879.4 | $ 2,771.5 | ||
Eliminations | |||||
Business segment information | |||||
Total revenue | (2.9) | (3.2) | (10.1) | (10.5) | |
Corporate, eliminations and other | |||||
Business segment information | |||||
Operating Income (loss) | (12.8) | (9.8) | (37.6) | (32.7) | |
Assets | (6) | (6) | (4.7) | ||
BSI Life Science | Operating segments | |||||
Business segment information | |||||
Total revenue | 323.4 | 301.9 | 842.6 | 869.3 | |
Operating Income (loss) | 80.6 | 75.7 | 158.7 | 178.9 | |
Assets | 2,808.9 | 2,808.9 | 2,711.6 | ||
BSI NANO | Operating segments | |||||
Business segment information | |||||
Total revenue | 147.1 | 169.9 | 392.7 | 461.7 | |
Operating Income (loss) | 12.2 | 18.3 | 9.3 | 27.1 | |
BEST | |||||
Business segment information | |||||
Total revenue | 43.8 | 52.5 | 134.8 | 152.2 | |
BEST | Operating segments | |||||
Business segment information | |||||
Total revenue | 43.8 | 52.5 | 134.8 | 152.2 | |
Operating Income (loss) | 1.2 | $ 3.6 | 5.1 | $ 9.9 | |
Assets | $ 76.5 | $ 76.5 | $ 64.6 |